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DEVELOPMENT AGREEMENT This DEVELOPMENT AGREEMENT ("Agreement") is made and entered into as of October 26, 1998 (the "Effective Date"), by and between CITY OF REDWOOD CITY, a Municipal Corporation of the State of California, ("City") and PACIFIC SHORES CENTER LIMITED PARTNERSHIP, a Delawaze limited partnership ("Pacific Shores"). For the definitions of other capitalized terms, see pazagraph 2 below. RECITALS Txts A�xEE1vtENT is predicated upon the following facts: A. Pacific Shores is the owner of the Property comprising approximately 106.11 acres of vacant land outside the limits of City described in Exhibit A on which Pacific Shores proposes to develop the Project. B. Pacific Shores has filed a petition with the San Mateo County Local Agency Formation Commission to annex to the City subject to execution of this Agreement. C. As a chartered City, City has the authority to enter into agreements for the development of property prior to annexation to the City, including the terms and conditions of the development and of such annexation. T'he terms and conditions of such an agreement may include land use entitlements and related matters. In addition to its powers as a chartered city with respect to agreements on annexation and development, the Development Agreement Law authorizes City to enter into a binding development agreement with any person hat�ing a legal or equitable interest in real property. D. Pacific Shores wishes to annex to City if it can develop the Proj�ct pursuant to the terms of this Agreement, and City wishes Pacific Shores to develop the Project pursuant to the terms of this Agreement. Pacific Shores is also a qualified party to enter into a development agreement under the Development Agreement Law. E. City acknowledges that, by annexing to City, Pacific Shores will forego certain options and will be subjecting the Property to City's Development Regulations. City also acknowledges that development of the Project requires substantial financial commitments and expenditures by Pacific Shores, and that Pacific Shores seeks assurances by City that development of the Project on the Property will not be jeopardized by later changes in the Development Regulations. Pacific Shores also seeks other assurances from City concerning the availability of City facilities and resources necessary for the Project as a condition of consenting to annexation to the City. F. City desires that the development of the Project on the Property proceed in a well-planned manner. City believes that annexation of the Property to City and development of the Project on the Property in accordance with the Existing Development Regulations, and K:\DOC\0002\0033\ACR\CITY.DA6 � 39-Oec-1998 AT 15:OU