Agmt01 Western Innisfree Ventures LLC

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reference to the Project shall be limited thereafter to those set forth in the Grant Deed or Grant Deeds relating thereto, which shall be in accordance with the provisions of Section 310 of this Agreement. §518 Development of the Public Parking Portion of the Proiect In consideration of the covenants and obligations of the parties contained herein, the City, the Agency and Developer agree that the Project shall include an underground public parking facility the ("Public Parking Facility") to accommodate approximately five hundred ninety (590) automobiles, which facility shall be constructed by Developer and owned, maintained and operated by the City upon the completion of construction thereof, and the construction costs for which shall be paid by the City, in accordance with the following terms and conditions hereinafter set forth in this Section 518 and with the terms and conditions set forth in the Retail/Cinema Parking Business Points document that is attached hereto as Attachment 7 and that will serve as the basis for a Parking Facilities Agreement (the "Parking Facilities Agreement"). The Retail/Cinema Parking Business Points address not only the use of the Public Parking Facility but also the provision of off-site parking. A. In order to accommodate the City's ownership of the Public Parking Facility, the Parties contemplate that the Project shall be developed as a vertical subdivision in accordance with California law and in compliance with the laws and regulations of the City, with two parcels, one encompassing the space contained within the Public Parking Facility and the land thereunder (the "Parking Parcel") and the other encompassing the space contained within the Retail-Cinema portion of the Project. The City shall pay Developer the sum set forth in Attachment 8, which sum (the "Parking Facility Costs") is intended to reimburse Developer for the fair and equitable portion of the total hard and soft costs (including the costs incurred in the pre-construction design budget referred to in Section 518(D)) and incurred by Developer for constructing all improvements on the Project Site and the area below Middlefield Road into which the Public Parking Facility extends that can be reasonably and equitably allocated to planning, design, engineering, construction management and construction of the Public Parking Facility. The method that shall be used to calculate the Parking Facility Costs is set forth in Attachment 8, and the sum representing the Parking Facility Costs shall be mutually agreed upon by the parties on or before the date set forth in the Schedule of Performance. The City shall fund the hard and soft costs of the development, planning, design, engineering and construction of the Parking Facility Costs by making payments on a monthly basis to Developer in accordance with a disbursement program to be agreed upon between the City and Developer, and all funds so disbursed to Developer shall be credited against the Parking Facility Costs owed by the City. B. In addition to payment of the Parking Facility Costs, the City shall separately reimburse Developer for all planning, design, engineering, construction management and construction costs incurred by Developer in connection with relocating the underground culvert that is now located beneath the Project Site, which relocation is required in order to acconunodate construction of the underground Public Parking Facility. The City shall pay Developer the amount owing pursuant to this Section 518(B) by making payments to Developer on a monthly basis in accordance with a disbursement program to be agreed upon between the City and Developer. 29 DOCSSF1:648942.4 9975-5 C 14 120502