Agmt01 Western Innisfree Ventures LLC

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Project (the effect of which is expected to be a reduction of approximately 3,000 square feet in such gross leasable area). The Agency may also reduce the size of the Project's Theatre Plaza, in the reasonable discretion of the Agency, in order to enhance the Project design. Article 3 PROVISIONS RELATING TO ACQUISITION PARCELS §301 Sale and Purchase In accordance with and subject to all of the other terms, covenants and conditions of this Agreement, and provided the Agency has adopted a Resolution of Necessity after due notice and hearing if any Acquisition Parcel is to be acquired by eminent domain, the Agency will acquire the Acquisition Parcels, and shall convey the Acquisition Parcels to Developer and Developer will accept the conveyance of the Acquisition Parcels from the Agency and, subject to Section 505 and the other terms and conditions set forth in this Agreement, will diligently develop and build the Project on the Acquisition Parcels and the Agency Parcel, for the uses and subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, the Parties may agree that title to the Parcels will be retained by the City or Agency and that the Developer will acquire a vertical subdivision, air rights or other financeable interests in the Property. The Parties will agree to a final form of conveyance within sixty (60) days of the Effective Date of this Agreement. §302 Site Feasibility Assessment Prior to the Agency's approval of fair market value to be used in the Agency's offers to owners pursuant to Government Code Section 7267.2 for acquisition of any portion of the Project Site, Agency shall, at Developer's expense, cause to be prepared for the entire Project Site by a consultant or consultants approved by the Developer, a "Phase I" hazardous materials assessment, and, if the Phase I assessment indicates a need for a "Phase II" assessment, Agency shall cause the Phase II assessment to be conducted at Developer's expense by consultants, and at a cost, approved by Developer. Developer shall conduct, at Developer's expense, such other studies and assessments, including, but not limited to, soils and geotechnical investigations, economic, cultural resources surveys, and investigations of the structural integrity of existing buildings, as Developer determines are reasonably necessary for the development of the Project (the "Site Feasibility Assessment") and shall have approved, in its sole and absolute discretion, the condition of the Project Site prior to the making of such offers. For this purpose, the Agency and the City agree to promptly provide access to the Agency Parcel and the Acquisition Parcels, consistent with the Agency's acquisition of such rights of access under Section 1245.010 of the Code of Civil Procedure. The Parties acknowledge that if it is determined that, as a result of the Phase II assessment, environmental remediation is necessary, the Agency shall get an estimate of the costs of remediation and the estimated remediation costs will be included within the proposed acquisition budget. §303 Meet and Confer In the event that any party identifies potential impediments to the feasibility of the Project at any time during the term of this Agreement, the parties shall promptly meet and confer in good faith and use their best efforts to discuss and agree upon mutual approaches to ovemoming such 7 DOCSSF1:648942.4 9975-5 C14 120502