Agmt01 Western Innisfree Ventures LLC

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Letter PreliminarF Title Report Designation Assessor's Parcel Number Order Number A. AP No. 052-366-040 PTRNo. 455208-TD B. APNo. 052-366-010 PTRNo. 455207-TD C. AP No. 052-366-070 PTR No. 455211-TD D. AP No. 052-366-110 PTR No. 455213-TD E. AP No. 052-366-050 PTR No. 455209-TD F. AP No. 052-366-060 PTR No. 455210-TD §204 Conveyance of Acquisition Parcels and Agency Parcel Subject to Section 301, Title to and right of possession of the Acquisition and Agency Parcels will be conveyed to the Developer, in accordance with Article 3 of this Agreement. Each of the parties to this Agreement expressly understands and agrees that the Agency Parcel shall be conveyed to the Developer in consideration of the covenants and obligations of the Developer set forth herein and for other good and valuable consideration, the adequacy of which is hereby confirmed, and any obligations, costs or expenses incident to the acquisition of the Agency Parcel by the Agency, including, but not limited to, appraisal, title and escrow costs incurred by the Agency or the City, as the case may be, shall remain the responsibility of the Agency or the City, as the case may be. Any costs incurred in connection with the relocation of any occupants on the Agency Parcel shall be part of the Acquisition Budget as defined in Section 304. Conveyance to Developer of the Agency Parcel shall be completed upon the close of Escrow as provided in Article 4 and otherwise in accordance with the Schedule of Performance. The Agency and Developer agree to perform all acts necessary for the timely conveyance of title and delivery of possession in accordance with Article 4 and the Schedule of Performance. §205 Limitation on Agency's Duties The Agency's conditional duty under this Agreement to acquire and convey the Agency Parcel and the Acquisition Parcels to Developer extends only to the Agency and Acquisition Parcels as hereinabove described and the last sentence of this Section 205 and except with respect to certain obligations to provide off-site park'mg spaces as described in the Parking Facilities Agreement and in Section 518 hereof, Developer acknowledges and agrees that the Agency has no duty under this Agreement or otherwise to acquire or convey to Developer any land other than the Agency and Acquisition Parcels, whether lying within the Project Site or elsewhere. Notwithstanding the foregoing limitation on the Agency's duties, in order to provide for a minimum of 85,000 square feet of gross leasable area on the ground floor of the Project, the Agency shall obtain and convey to Developer such portion of land in the adjacent sidewalk area of Middlefield Road as may be necessary to compensate for the reduction in gross leasable area that results from locating the access to the Public Parking Facility on the ground floor of the 6 DOCSSF1:648942.4 9975-5 C14 120502