Agmt01 Western Innisfree Ventures LLC

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Developer pursuant to Section 518 for construction of the Parking Structure (as defined in Section 518). 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 concerning 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 The Project shall be developed in conformity with the Project EIR and in accordance with the following project guidelines ("Project Guidelines"). It is understood that the Project Guidelines serve two purposes: A. To assure Developer that, when the Project has received all Project Approvals and other necessary permits, it will still consist of: (i) a two-level retail-cinema project located on Block One, with 80,000 square feet of retail shop and restaurant space on the ground level and a 20-screen, 4,200-seat theatre on the second level, and (ii) on Block Two, a car parking structure with a minimum of 1,000 parking spaces, which will be owned by the City and constructed on the City-Retained Parcel, related off-site improvements as described in Section 107, and an office building containing 108,400 square feet of net rentable area (measured on a BOMA basis), which will be constructed on the Office Building Parcel. All of the foregoing improvements shall have the same basic site layout as shown in the Project Guidelines. B. To assure the Agency that the Project will be built to at least the level of design quality illustrated in the Project Guidelines, which are attached hereto as Attachment 10 and consist off 1. A site plan for Blocks One and Two, showing building footprints, and preliminary landscaping plans. The site plan will be annotated to show design features of critical significance to the Agency. 2. A colored perspective of the Project showing the basic design theme. 3. Elevations for four sides of the Block One and the Block Two improvements. It is understood that, if the final plans approved by the City differ f~om the Project Guidelines, the Project Guidelines shall control only the basic square footage and uses of the Project and the general site layout. Nothing herein shall require Developer to accept revisions to DOCSSFl:495065.9 9975-5