Agmt01 Western Innisfree Ventures LLC

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The Developer understands that approval to proceed with the Project shall not be granted unless and until the Developer has submitted complete applications for all required City permits. The Developer further understands that as conditions of approval, the City shall require the Developer to pay for, and build, various on and off-site public improvements that relate directly to the Project. Examples of such improvements are indicated on the Project Guidelines. Specific on and off-site improvements will be conditions of the Tentative Map approved for this Project by the City. The Agency and the City shall cooperate with Developer and act diligently to obtain more detailed information concerning any such improvements that may be required to be provided by Developer and estimates of the costs of any such improvements. Prior to the close of Escrow, for purposes of facilitating the processing of applications for all required City permits and the issuance of such permits, the Agency, upon obtaining title to, or an order for possession of, the Acquisition Parcels, shall appoint Developer as its agent to file, process and obtain permits required for the development, construction and occupancy of the Project. Notwithstanding anything to the contrary contained in this Agreement, if the total amount of the fees that will be imposed on the Project and payable by Developer (or by any tenant of space within the Project) in connection with this Agreement, and in connection with the issuance of all permits required from the City for the development, construction and initial occupancy of the Project, including, without limitation, extraordinary traffic fees, transportation impact fees, or other fees, exceeds the sum of Eight Hundred Thirty Thousand Four Hundred Dollars ($830,400), Developer may elect to terminate this Agreement in accordance with Section 809. The Developer agrees to participate in a traffic and parking management program which will be developed and agreed upon between the City and the Developer within ninety days after the Effective Date. The Developer agrees to furnish the Agency and/or the City with information concerning prospective tenants with which the Developer plans to enter into leases of space in the Project and, if requested by the Agency and/or City, Developer shall meet and confer with the Agency and/or the City conceming the tenants proposed by Developer for the Project, provided, however, that Developer shall retain sole discretion to determine the tenants which shall be leased space within the Project (except with respect to the Cinema Lease, which is subject to the provisions herein above set forth in this Section 501). The leases of space within the Project shall contain provisions requiring the tenant: (i) to maintain its premises in a neat, clean, orderly and good condition, consistent with other first class retail and restaurant operations in comparable downtown districts, (ii) to cooperate with the City in a reasonable manner to promote and publicize the City's parking and traffic management program for downtown Redwood City, and (iii) to comply with any use permit conditions to the extent applicable to any specific premises within the Project. §502 Project Guidelines The Project shall be developed in conformity with the Project EIR and Addendum and in accordance with the project guidelines to be agreed upon as hereinafter set forth ("Project 21 DOCSSF1:648942.4 9975-5 C 14 120502