Agmt01 Western Innisfree Ventures LLC

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Redwood City and operated by Century Theatres (''Century Park Twelve"), to be discontinued as a movie theater operation. Accordingly, the Agency desires that, within ten (10) months fi.om the Effective Date (and as more specifically provided in the Schedule or Perfom~ance), Developer shall enter into the Cinema Lease with Century Theatres and obtain from Century Theatres and Syufy Enterprises a firm commitment to discontinue all theater operations at the Century Park Twelve site no later than ninety (90) days fi.om the date the cinema at the Project Site is fully operational (the "Closure Commitment"). Notwithstanding the foregoing, if Developer has not been able to obtain execution of the Cinema Lease with Century Theatres and the Closure Commitment with Century Theatres and Syufy Enterprises within ten (10) months from the Effective Date, then Developer shall have the right to propose to enter into the Cinema Lease with another Operator, subject to the approval of the Agency. 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 pen-nits. 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. The Agency and the City acknowledge and agree that, at the request of Developer and with the approval of the City and the Agency, which approval shall not be unreasonably withheld, conditioned or delayed by either the City or the Agency, the close of Escrow for the Office Building Parcel (i.e., the new parcel to be created by the consolidation of the City- Transfer Parcel and Parcels G and H) and the commencement of that portion of the Project located on Block Two may proceed prior to the close of Escrow for any of the parcels located on Block One, provided that (i) the Agency has obtained title to (or an order for possession of) Parcels G and H, (ii) the final subdivision map for Block Two contemplated in Section 203 has been approved, and (iii) Developer shall have advanced the Parking Structure Security, as and in the manner required in Section 518. Developer acknowledges and agrees that if, pursuant to this Section 501, the Escrow for the Office Building Parcels closes prior to the close of Escrow on Block One and construction of the Parking Structure Project is commenced and prosecuted by the City, Developer's obligation to contribute the Parking Structure Contribution, as provided in Section 518, shall be irrevocable and the City shall be entitled to use the full mount thereof even if the Escrow on Block One should fail to close. 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 Agency and City acknowledge and agree that the City's transportation impact fee has been taken into consideration in determining the Parking Structure Contribution to be made by the DOCSSFl:495O65.9 9975-5 NWN