Agmt01 Western Innisfree Ventures LLC

Browse Search

C. The Parking Parcel shall be owned, operated and maintained by the City and the City shall be responsible for any and all costs and expenses of such ownership, operation and maintenance, including, without limitation, the City's share of common area expenses for the ongoing operation, management and maintenance of the Project. As owner of the Public Parking Facility, the City shall be entitled to any and all revenues derived therefrom. In connection with its ownership, operation, management and maintenance of the Public Parking Facility, the City acknowledges that Developer's lease with Century Theatres Inc. for the operation of the cinema portion of the Project imposes certain obligations on Developer, as landlord, with respect to hours of operation and standards of cleanliness and safety for any parking facility intended to serve patrons of the cinema facility. The Parties hereby agree that the Public Parking Facility shall be operated and maintained in compliance with the Parking Facilities Agreement. D. No later than the date shown in the Schedule of Performance, the City and Developer shall develop and agree upon a pre-construction design budget (the "Pre-Construction Design Budget") reflecting the estimated amount required to carry out preliminary design work for the Parking Structure Project. Subject to compliance with the Pre-Construction Design Budget, Developer shall pay the expenses incurred for preliminary design work for the Public Parking Facility (including design work related to the relocation of the underground culvert), and the total sum of such payments made by Developer as of the Effective Date shall be repaid by City to Developer within ten (10) days of the Effective Date and thereafter, any such expenses shall be reimbursed to Developer as part of the construction costs for the Public Parking Facility to be paid pursuant to Section 518 (A). E. Because the Public Parking Facility and Project are so interrelated, the City and Agency have determined that it would not be feasible or cost effective to competitively bid the Public Parking Facility portion of the Project. Developer shall be responsible for overseeing the design, development and construction of the Public Parking Facility portion of the Project (and the relocation of the culvert and utilities in connection therewith) pursuant to, and subject to the terms and provisions contained in a Construction Agreement (the "Construction Agreement") to be entered into between the City and Developer in accordance with the Schedule of Performance. The Construction Agreement shall, among other provisions, provide for the design, engineering, construction management and construction of the Public Parking Facility (as an integrated portion of the Project) and the relocation of the utilities and culvert in connection therewith, and shall be generally in the form of, and shall contain provisions (including a provision for the payment of fees and reimbursement of expenses to Developer) generally comparable to those customarily contained in, development management agreements used on comparable projects in San Mateo and Santa Clara Counties and construction agreements customarily used by the City. The City may determine in its discretion to relocate the utilities and culvert as a separate project to be undertaken by the City and/or Agency instead of the Developer and any costs attributable to the relocation of the utilities and the culvert contained within the Construction Agreement shall be deducted. F. Notwithstanding that the City shall have the right under the Construction Agreement to approve the design of the Public Parking Facility, it is understood and acknowledged by the City that Developer has a material interest in the design, engineering, appearance and functionality of the Public Parking Facility because of the fact that the Public Parking Facility will be physically integrated with the Retail-Cinema portion of the Project and 30 DOCSSF 1:648942.4 9975-5 C14 120502