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2022-044650
<br />3:00 pm 06/01/22 AG Fee: NO FEE
<br />ILA K sb.{r{ ® 0 YvG } ` Count of Pages 30
<br />RECORDING REQUESTED BY 1 Recorded in Official Records
<br />) County of San Mateo
<br />AND WHEN RECORDED MAIL TO: ) Mark Church
<br />Assessor• -Court Cler'
<br />-Recorder
<br />City of Redwood City IIIII
<br />11111111111111111111111111IIN 11111111111111Jill 1017 Middlefield Road * $ R o 11111111111
<br />) Q Q 3 2 S 5 6 8 2$
<br />Redwood City, California 94063 )
<br />Attention: City Clerk )
<br />3oVS, 5-7y2/-
<br />(Space Above This Line for Recorder's Use Only)
<br />Exempt from recording fee per Gov. Code §
<br />27383.
<br />Exempt from fee per GC 27388.1(a) (1);
<br />fee cap of $225 reached SUBDIVISION IMPROVEMENT AGREEMENT
<br />South Main Mixed -Use Project (Except Parcel F)
<br />THIS SUBDIVISION IMPROVEMENT AGREEMENT ("Agreement") is made and
<br />entered into on this day of AFL 2-5 , 2022 ("Effective Date") by and between the
<br />CITY OF REDWOOD CITY, a charter city and California municipal corporation ("City");
<br />Kopf & Kopf LLC, a California limited liability company ("Kopf A"); Benjamin Kopf Holding
<br />Co., a California corporation ("Kopf B, C, E"); IQHQ Elco Yards, L.P., a Delaware limited
<br />partnership ("IQHQ"); and IQHQ TRS Elco Yards, Inc., a Delaware corporation ("IQHQ
<br />TRS") (City; Kopf A; Kopf B, C, E; IQHQ; and IQHQ TRS are together, the "Parties") with
<br />reference to the following facts:
<br />RECITALS
<br />A. Kopf A is the owner of real property commonly known as Parcel A, in
<br />Redwood City, County of San Mateo, California (the "Kopf Parcel A Property"), as more
<br />particularly described in Exhibit "A", attached hereto and incorporated herein by this
<br />reference. Kopf B, C, E is the owner of real property commonly known as Parcels B, C
<br />and E, in Redwood City, County of San Mateo, California (the "Kopf Parcels B, C, E
<br />Property"), as more particularly described in Exhibit "A", attached hereto and incorporated
<br />herein by this reference. Kopf A, Kopf B, C, E, and IQHQ have entered into a ground
<br />lease whereby IQHQ is leasing the Kopf Parcel A Property and Kopf Parcels B, C, E
<br />Property to develop the Property. IQHQ intends to assign the ground lease for Kopf A to
<br />IQHQ TRS, subject to obtaining the approval of the City Manager pursuant to Section 30
<br />below. For purposes of this Agreement the "Kopf Property" shall consist of Kopf's fee
<br />interest and IQHQ's leasehold interest in the Kopf Parcel A Property described in Exhibit
<br />"A" and the Kopf Parcels B, C, E Property described in Exhibit "A". IQHQ TRS is the
<br />owner of real property commonly known as Parcel D in Redwood City, County of San
<br />Mateo, California (the "IQHQ TRS Property") as more particularly described in Exhibit "A",
<br />attached hereto and incorporated herein by this reference. The Kopf Property and IQHQ
<br />Property are collectively referred to herein as the "Property". IQHQ is developing the Kopf
<br />Parcels B, C, E Property and IQHQ TRS is developing the Kopf Parcel A Property and
<br />the IQHQ TRS Property. IQHQ and IQHQ TRS are collectively referred to as "Developer."
<br />B. On November 16, 2020, the City Council of the City of Redwood City
<br />adopted, among other approvals, Resolution No. 15908, approving the Vesting Tentative
<br />REV: 04-07-2022 SK
<br />ATTY/AGR.2022.083/South Main SIA (Page 1 of 26)
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