Agmt01 Western Innisfree Ventures LLC

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will function as an integral part of the overall Project. Accordingly, the City and Developer agree to proceed in good faith to agree upon reasonable design and construction criteria for the Public Parking Facility, in order to ensure the Developer that the quality of design and esthetics of the Public Parking Facility, the quality of materials and finishes used in construction of the Public Parking Facility, including, without limitation, the elevators and stairwells, and the access to and functionality of the Public Parking Facility is consistent and compatible with a first-class project of the quality of the Retail-Cinema Project to be constructed by the Developer on the Project Site. It is expressly understood and agreed that pedestrian access to and from the Public Parking Facility shall be provided by elevators and stairways that open directly to the sidewalk and not to the interior of the Project. G. The Developer shall, pursuant to the Construction Agreement, enter into a construction contract with the general contractor for the construction of the Project, which construction contract shall include the construction of the Public Parking Facility portion of the Project, and the City shall have the right to approve in its reasonable discretion those portions of the construction contract affecting or relating to the Public Parking Facility and the relocation of the utilities and culvert in connection therewith. Developer acknowledges that either the Agency or the City may fulfill the obligations or exercise the rights of the City with respect to the development, ownership and operation of the Public Parking Facility pursuant to this Section 518 so long as Developer's rights and obligations hereunder are not materially affected. §519 Maintenance of Proiect Notwithstanding the Parking Facilities Agreement, in order to ensure the Agency and the City that the Project will be appropriately maintained following issuance of the Certificate of Completion, the Agency, the City and Developer shall, prior to the issuance of the Certificate of Completion, enter into an agreement (the "Maintenance Agreement") whereby Developer, and its successors and assigns, shall agree to maintain the exterior walls of the Project, public and private sidewalks adjacent to the Project, and landscaped areas adjacent to the Project at all times in a neat, clean, safe, litter-free and sanitary condition. Developer's obligation to maintain the landscaping adjacent to the Project shall include proper maintenance of grass, trees and shrubs in order to maintain a healthy and natural appearance. The Maintenance Agreement shall give the City and/or the Agency the right, following notice and a failure to cure by Developer, to enter onto the Project for purposes of correcting any maintenance deficiency under the terms of the Maintenance Agreement, and the Maintenance Agreement shall provide for a lien on the Project for the amount of any reasonable charges or costs incurred by the City and/or the Agency in connection with the curing of any such maintenance deficiency. Upon recordation of a Notice of a Claim of Lien against the Project, such lien shall constitute a lien on the fee estate in and to the Project, prior and superior to all other monetary liens except: (i) all taxes, bonds, assessments and other levies which, by law, would be superior thereto, and (ii) the lien or charge of any mortgage, deed of trust or other security interest then of record made in good faith and for value, it being understood that the priority of any such lien for costs incurred to comply with the Maintenance Agreement shall date from the date of the recordation of the Notice of Claim of Lien. Any such lien shall also be subordinate and subject to any lease or sublease of an interest in the Project, or any portion thereof, and to any easement affecting the Project, or any portion 31 DOCSSF1:648942.4 9975-5 C14 120502