Mountain View City Council
June 27, 2023

ORDINANCE NO. 9. 2023

AN ORDINANCE OF THE CITY OF MOUNTAIN VIEW

APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MOUNTAIN VIEW

AND GOOGLE LLC FOR THE NORTH BAYSHORE MASTER PLAN PROJECT LOCATED ON AN APPROXIMATELY 153- ACRE SITE WITHIN

THE NORTH BAYSHORE PRECISE PLAN AREA
THE CITY COUNCIL OF THE CITY OF MOUNTAIN VIEW DOES HEREBY ORDAIN AS FOLLOWS:

Section 1. Findings and Purpose. The City Council of the City of Mountain View does hereby find as follows:

1. To strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State of California adopted Government Code Sections 65864 to 65869. 5, authorizing municipalities to enter into development agreements in connection with the development of real property within their jurisdiction by qualified applicants with a requisite legal or equitable interest in the real property, which is the subject of such development agreement.

2. Google LLC, a Delaware limited liability company (" Applicant" or " Owner"), has a legal interest in certain real property located in the City of Mountain View consisting of approximately 153 acres, generally located north of U. S. 101, bounded by Charleston Road to the north, Stevens Creek to the east, Space Park Way to the south, and Huff Avenue to the west, on portions of the Gateway Master Plan area located at the northwest corner of Shoreline Boulevard and the U. S. 101 northbound on -ramp, and six parcels between San Antonio Road and Marine Way, and on a portion of the Shoreline Amphitheatre parcel north of Amphitheatre Parkway, all together commonly known as the North Bayshore Master Plan area ( collectively, the " Property"). The Property is located within the area subject to the P( 39) ( North Bayshore) Precise Plan (" North Bayshore Precise Plan") adopted November 25, 2014 by Resolution Nos. 17917 and 17918, as last amended on October 13, 2020 by Resolution No. 18508, except for that portion on the Shoreline Amphitheatre parcel which is outside the North Bayshore Precise Plan area.

3. Applicant desires to redevelop the Property to create a development envisioned by the North Bayshore Precise Plan by demolishing existing building, landscaping, and improvements and reconfiguring existing parcels to create new parcels for a mixed - use development of up to 5, 950 market -rate residential units, 3. 11 million square feet of office buildings, 233,990 square feet of ground -floor retail commercial space, 55, 000 square feet of community space, land dedication of 6. 94 acres to accommodate affordable residential development, district parking facilities, 14. 8 acres of dedicated public parks and 11. 3 acres of privately owned, publicly accessible ( POPA) open space, new street, pedestrian, and bicycle 1-
Ordinance No. 9. 2023

improvements, and an optional private district utility system ( the " Project" or the " North Bayshore Master Plan") ( Application Nos. PL- 2020- 181 and PL 2022- 052).

4. The City of Mountain View (" City") desires to encourage quality economic growth and expand its employment base within the City, in parallel with residential development and new public parks and open space, to ensure a jobs/ housing balance, thereby advancing sustainable growth in the interests of the City' s residents, taken as a whole. The City has determined that the Project complies with the plans and policies set forth in the General Plan and the North Bayshore Precise Plan.

5. A primary purpose of this Agreement is to assure the Project can proceed without disruption caused by a change in the City' s planning policies and requirements following the Project at the time of approval and to ensure the required community benefits, public benefits, and required exactions the Applicant is committing to provide in connection with development of the Project are timely delivered. The Applicant also desires the flexibility, subject to any phasing requirements of the development, to develop the Project in response to market conditions.

6. By entering into this Agreement, the City is receiving assurances of orderly growth and quality development in the North Bayshore Precise Plan area, in accordance with the goals and policies set forth in the General Plan and Precise Plan, and timely delivery of required improvements, community benefits, and public benefits. The City also recognizes that this Agreement will facilitate creation of complete neighborhood as per the Precise Plan vision and that implementation of a project of this scope and scale required phased construction, extensive resources, and a long-term commitment by the Applicant.

7. The purpose of Government Code Sections 65864 to 65869. 5 is to authorize municipalities, in their discretion, to establish certain development rights in real property for a period of years regardless of intervening changes in land use regulations. As authorized by Government Code Section 65865( c), the City adopted Ordinance No. 29. 94 on November 9, 1994, establishing the procedures and requirements for consideration of development agreements for projects within the City' s jurisdiction. City Code Sections 36. 54. 15( a)( 1)-( 7) and 36. 54. 15( d) contain the required findings for approval of the Development Agreement and adoption of this Ordinance, and all findings are made as follows in Paragraphs 8 through 15 below.

8. The Development Agreement is consistent with the objectives, policies, general land uses, and programs specified in the General Plan for the High - Intensity Office, North Bayshore Mixed - Use, Mixed - Use Center ( North Bayshore), and Institutional Land Use Designations, as applicable, which together envision a harmonious balance of housing near jobs, public transit, neighborhood -serving businesses, and parks. The Development Agreement is also consistent with the North Bayshore Precise Plan applicable to the North Bayshore Master Plan as the Development Agreement will facilitate a master plan that implements the Precise Plan' s vision and provides innovative site, architectural, and landscape designs, and transportation demand management measures supporting the City' s goals for reducing single -occupancy vehicle ( SOV) 2-
Ordinance No. 9. 2023

trips, wildlife -friendly site planning and design, highly sustainable green building design and infrastructure, including: ( a) 1. 3 million square feet of nonresidential Bonus FAR for highly sustainable new office development; ( b) up to 8. 8 million square feet of residential Bonus FAR for facilitating up to 7, 000 residential units ( of which up to 5, 950 units would be market - rate and up to 1, 050 units ( or 15% of the total) would be affordable units achieved through land dedication to the City); and ( c) diverse land uses by blending residential, commercial, and office uses to create Complete Neighborhoods with services, open space, and transportation options for future and existing residents and employees.

9. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located because the Project complies with the allowable land uses in the North Bayshore Precise Plan at the building heights and intensities permitted; provides a network of parks and open space to ensure a large, dedicated public park and surrounding land uses are appropriately planned for and provided, along with meeting other requirements for a Master Plan per the Precise Plan; and provides compatibility with surrounding uses and developments consistent with the Precise Plan and the Moffett Field Comprehensive Land Use Plan ( CLUP) for the nearby Moffett Airfield.

10. The Development Agreement is in conformity with the public convenience, general welfare, and good land use practice because the design of the Master Plan building and open space locations, proposed mix of land uses, and street, pedestrian and bicycle improvements is compatible with the Precise Plan development standards and allowable land uses. Additionally, the Project encourages and supports the use of multi - modal transportation options with reduced parking and a robust transportation demand management ( TDM) program in compliance with the Precise Plan.

11. The Development Agreement will not be detrimental to the health, safety, and general welfare of the community because the proposed Project is consistent with the provisions of the General Plan and Precise Plan and will conform to City, State, and Federal codes and regulations for design, construction, and operations of the planned development.

12. The Development Agreement will not adversely affect the orderly development of property or the preservation of property values because the development of the project site with residential mixed -use and office buildings, parks and open spaces, and pedestrian and bicycle improvements aligns with the vision and development standards of the Precise Plan and is compatible with the surrounding office, open space, and future residential development in the area.

13. The Development Agreement is needed by the Applicant due to the complexity, cost, and infrastructure requirements for development to allow for flexibility in the timing and phasing of the Project because construction of a project of this size and extent would otherwise exceed the City' s standard approval and permit extension period and requires significant resources and extensive coordination of improvements from the Applicant to construct. 3-
Ordinance No. 9. 2023

14. The Development Agreement is advantageous to and benefits the City because the long-term vesting of entitlements under the Development Agreement will facilitate and allow sufficient time and assurance for the implementation of a large master plan project that is anticipated to transform the area to realize the vision of the Precise Plan for a denser mixed - use development with complete neighborhoods consisting of substantial new residential uses, in addition to office and other commercial uses, and more expansive and enhanced public spaces.

The Master Plan brings with it numerous other voluntary community benefits, payment of fees, a large amount of land dedication to the City for public parks and affordable housing developments, and a potential future school site, and the Development Agreement provides for earlier delivery of dedicated land. The Development Agreement also provides for a substantial amount of public benefits to the City and community, valued at over $ 18. 5 million, that exceeds the requirements of the Precise Plan or City regulations.

15. The Development Agreement for the North Bayshore Master Plan has been reviewed by the City Attorney.

16. The City has determined that the Project is a development for which a Development Agreement is appropriate. A Development Agreement will improve the potential for the Project to be constructed in an orderly fashion and provides for significant public benefits and otherwise achieve the goals and purposes of Article XVI, Division 14, of the City Code related to development agreements, including meeting the required contents of a development agreement as set forth in Section 36.54. 20.

17. In exchange for the significant public benefits of the Project and the infrastructure and transportation improvements required for the Project, the Applicant desires to receive assurances that the City will grant permits and approvals required for the development of the Project in accordance with procedures provided by law and in the Development Agreement and that the Applicant may proceed with the Project in accordance with applicable City laws with extended expiration dates for entitlements up to 30 years from the Effective Date, along with any allowable extensions under the Development Agreement, all as more particularly described and defined in the Development Agreement. In order to effectuate these purposes, the parties desire to enter into the Development Agreement.

18. The Development Agreement complies with the California Environmental Quality Act CEQA). A Subsequent Environmental Impact Report ( SEIR) has been prepared for the project, which tiers from the Mountain View 2030 General Plan and Greenhouse Gas Reduction EIR SCH No. 2011012069) ( General Plan EIR) and the North Bayshore Precise Plan Final Subsequent Environmental Impact Report ( SCH No. 2013082088) ( 2017 Precise Plan EIR). The SEIR was prepared as the Project would include area outside of the Precise Plan boundary for which an environment assessment was not covered under the 2017 Precise Plan EIR; the Project would result in the development of additional restaurant/ retail, institutional, and recreational square footage and hotel rooms than were accounted for in the 2017 Precise Plan EIR; and the Project is anticipated to have extended construction timelines, resulting in significant unavoidable environmental impacts related to air quality and greenhouse gas emissions. Prior to adoption of 4-
Ordinance No. 9. 2023

this Ordinance, the City Council on June 13, 2023 reviewed and considered the SEIR and by adoption of Resolution No. certified the SEIR as prepared in accordance with CEQA and reflecting the City' s independent judgment and analysis, and adopted required findings related to environmental impacts, alternatives, and mitigation measures. As part of said resolution, the City Council further adopted a statement of overriding considerations in relation to the significant unavoidable air -quality and greenhouse gas emissions impacts and a mitigation monitoring and reporting program. As described in the SEIR and the resolution, all other environmental impacts were either consistent with those previously disclosed in the 2017 Precise Plan EIR or General Plan EIR or mitigated to a less - than - significant level with the incorporation of mitigation measures and standard City conditions of approval.

Section 2. Development Impact Fees. For the Project, the City Council approves the development impact fees and other methods of satisfying the City Code requirements with respect to development impact fees as set forth in the Development Agreement and waives any inconsistent provision in the relevant sections of the City Code during the term of the Development Agreement.

Section 3. Exceptions from the Park Land Dedication Ordinance ( City Code Chapter 41).

The Project includes 11. 3 acres of privately owned, publicly accessible ( POPA) open space, in addition to park land to be dedicated to the City. In order to satisfy the Project' s park land obligations under the City Code through a combination of POPA open spaces, dedicated park land and payment of park land in lieu fees, the Applicant has requested certain exceptions to City Code Section 41. 11 of the Park Land Dedication Ordinance ( City Code Chapter 41) pertaining to park land credit for POPA open spaces. The exception to Section 41. 11 is to allow a credit of up to one hundred percent (100%) of the value of the land devoted to the POPA open space against the land dedication or fees in -lieu thereof required by Chapter 41 ( Section 41. 11( a)( 1)). The Development Agreement is approved with the exception set forth in this Section 3 of this Ordinance.

Section 4. The City Council finds that entering into that certain Development Agreement entitled " DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF MOUNTAIN VIEW AND GOOGLE LLC, FOR THE NORTH BAYSHORE MASTER PLAN PROJECT" hereafter is consistent with the City' s General Plan, the North Bayshore Precise Plan, and the City' s Zoning Ordinance and provides substantial public benefits to persons residing or owning property outside the boundary of the Property, which exceed the exactions for public benefits required in the normal development review process under Federal, State, or local law. The City Council further finds that the Development Agreement is in compliance with Government Code Sections 65864 through 65869. 5 and Article XVI, Division 14 of the City Code and, therefore, may be approved.

Section 5. The City Council hereby approves and adopts the Development Agreement, which shall be dated upon execution by the parties on or following the effective date of this Ordinance.
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Ordinance No. 9. 2023

Section 6. The City Council authorizes and directs the City Manager or designee to execute the Development Agreement in substantially the form attached hereto as Exhibit A, subject to minor technical conforming changes as may be approved by the City Attorney.

Section 7. The provisions of this Ordinance shall be effective thirty (30) days from and after the date of its adoption.

Section 8. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be unconstitutional, such decision shall not affect the validity of the other remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each section, subsection, sentence, clause, or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared unconstitutional.

Section 9. Upon this effectiveness of this Ordinance, the City Clerk or designee is hereby directed to file a Notice of Determination with the County Clerk of the County of Santa Clara, pursuant to the provisions of Section 21152 of CEQA and Section 15094 of the State CEQA Guidelines.

Section 10. Pursuant to Section 522 of the Mountain View City Charter, it is ordered that copies of the foregoing proposed ordinance be posted at least two (2) days prior to its adoption in three ( 3) prominent places in the City and that a single publication be made to the official newspaper of the City of a notice setting forth the title of the ordinance, the date of its introduction, and a list of the places where copies of the proposed ordinance are posted. 6-
Ordinance No. 9. 2023

The foregoing ordinance was regularly introduced at the Regular Meeting of the City Council of the City of Mountain View, duly held on the 13th day of June 2023, and thereafter adopted at the Regular Meeting of said Council, duly held on the 27th day of June 2023, by the following roll call vote:

AYES: Councilmembers Abe- Koga, Kamei, Matichak, Ramirez, Ramos, Vice Mayor Showalter, and Mayor Hicks
NOES:

ABSENT:

ATTEST:

HEAT : R GLASE

CITY CL RK
None
None
Date of Attestation: 3UIs I 1, 20223
DP/ 2/ ORD
807- 06- 13- 23o- 1
Exhibit: A. Development Agreement
7-

ALISON HICKS
MAYOR
Pursuant to Mountain View Charter § 709( b), I do hereby certify that the foregoing is an original or a correct copy of the ordinance passed and adopted by the City Council of the City of Mountain View at a Regular Meeting held on the
27th day of June 2023, by the foregoing vote, and was
published in the Daily Post by reference on the 23rd day of June 2023, and posted in three prominent places in said City.

City ler
City of ountain Vie
Ordinance No. 9. 2023

Exhibit A
Recording Requested by and
When Recorded Return to:

City Clerk
City of Mountain View
P. O. Box 7540
Mountain View, CA 94039- 7540
Exempt from Recording Fees per Govt.

Code § isC 6103 and 27383

SPACE ABOVE THIS LINE FOR RECORDER' S USE
Assessor' s Parcel Nos:
116- 02- 037, 116- 02- 054, 116- 02- 081, 116- 02- 083, 116- 02- 084, 116- 02- 088, 116- 10- 077, 116- 10- 078, 116- 10- 079, 116- 10- 080, 116- 10- 084, 116- 10- 088, 116- 10- 089, 116- 10- 095, 116- 10- 101, 116- 10- 102, 116- 10- 104, 116- 10- 105, 116- 10- 107, 116- 10- 108, 116- 10- 109, 116- 10- 111, 116- 11- 012, 116- 11- 021, 116- 11- 022, 116- 11- 024, 116- 11- 025, 116- 11- 028, 116- 11- 030, 116- 11- 038, 116- 11- 039, 116- 13- 027, 116- 13- 034, 116- 13- 037, 116- 13- 038, 116- 14- 028, 116- 14- 058, 116- 14- 066, 116- 14- 070, 116- 14- 072, 116- 14- 095, 116- 20- 043

DEVELOPMENT AGREEMENT

BY AND BETWEEN

CITY OF MOUNTAIN VIEW
AND

GOOGLE LLC, A DELAWARE LIMITED LIABILITY COMPANY

FOR THE NORTH BAYSHORE MASTER PLAN PROJECT
Effective Date: July 27, 2023
Ordinance No. 9. 2023

TABLE OF CONTENTS
Page
ARTICLE I GENERAL PROVISIONS 5

1. 1 Incorporation of Preamble, Recitals and Exhibits 5

1. 2 Property Subject to the Development Agreement 5

1. 3 Definitions 5
ARTICLE II TERM 19

2. 1 Effective Date 19

2. 2 Term 20

2. 2. 1 Initial Term 20

2. 2. 2 Extended Term 20

2. 2. 3 Term Extension Requirements 20

2. 2. 3. 1 Affordable Housing Sites 20

2. 2. 3. 2 Residential Development 21

2. 2. 3. 3 People Centric Fund 21

2. 2. 3. 4 Shorebird Yards and Eco Gem 21

2. 2. 3. 5 Eco Gem Developer Funding 21

2. 2. 3. 6 Parkland and POPA Spaces 21

2. 2. 3. 7 Maintain Minimum Requirements 21

2. 2. 4 Extension Request 21

2. 2. 5 Extension Review 21

2. 2. 6 Memorandum of Extension 22

2. 3 Life of Approvals 22
ARTICLE III DEVELOPMENT OF THE PROPERTY 23

3. 1 Project Development 23

3. 2 Right to Develop 23

3. 3 Subsequent Approvals 23

3. 3. 1 Subsequent Approvals 23

3. 3. 2 Review of Tree Removals 25

3. 3. 3 CEQA Review 25

3. 3. 4 Multimodal Transportation Analysis ( MTA) 25

3. 3. 5 Master Encroachment Agreement for District Utility System 26

3. 3. 6 No Historical Value 26
Ordinance No. 9. 2023

TABLE OF CONTENTS
Continued)
Page

3. 4 Permitted Uses 26

3. 5 Development Phasing, Timing and Restrictions 26

3. 5. 1 Project Phasing and Timing 26

3. 6 Applicable City Law Governs 28

3. 6. 1 Potential New City Laws 29

3. 6. 2 Other New Applicable Laws 30

3. 6. 3 Record of Applicable City Law and Approvals 31

3. 7 Mitigation Measures and Conditions 31

3. 8 Applicable Codes 31

3. 8. 1 General Rule 31

3. 8. 2 Exceptions 32

3. 9 Encroachment and Excavation Permits 32

3. 9. 1 City Permits 32

3. 9. 2 Other Permits 32

3. 10 Optional District Utility System 33

3. 11 Water and Sewer Capacity 33

3. 12 Construction and Residential Parking and Construction Staging 33

3. 13 Public Rights of Way and Right of Way Easements 34

3. 14 Private Streets 34

3. 15 Intentionally Omitted 34

3. 16 Transportation Demand Management Plan 34
ARTICLE IV FEES, TAXES AND ASSESSMENTS 34

4. 1 Impact Fees 34

4. 1. 1 Parkland Impact Fees 34

4. 1. 2 Other Impact Fees During Fee Lock Period 35

4. 1. 3 Impact Fees Following Expiration of Fee Lock Period 35

4. 1. 4 Impact Fee Credits 35

4. 1. 4. 1 Impact Fee Credit for Replacement of Existing Office Space 35

4. 1. 4. 2 Impact Fees for Grocery Store( s) 36

4. 1. 5 Prepayment of Impact Fees 36
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Ordinance No. 9. 2023

TABLE OF CONTENTS
Continued)
Page

4. 2 Processing Fees 36

4. 3 Connection Fees 37

4. 4 Other Agency Fees 37

4. 5 Taxes and Assessments 37

4. 6 Failure to Pay Fees 37
ARTICLE V EXACTIONS, COMMUNITY BENEFITS AND PUBLIC BENEFITS 38

5. 1 Required Exactions 38

5. 1. 1 Affordable Housing 38

5. 1. 2 Parkland Obligations 39

5. 1. 2. 1 Timing of Parkland Dedications and POPA Open Space Agreements 39

5. 1. 2. 2 Dedicated Parkland Sites 39
A. Joaquin Commons 39
B. Shorebird Square 39
C. Gateway Plaza 39
D. Shoreline Square 39

5. 1. 2. 3 Additional Open Space; POPA Open Space Credit 40 A. Greenway Park East 40
B. Greenway Park West 40
C. Shorebird Wilds 40
D. The Portal 40
E. Joaquin Grove 40
F. Joaquin Terrace East 40
G. Joaquin Terrace West 40

5. 1. 2. 4 Multi -Modal Pathway Public Access Easements 42

5. 1. 2. 5 POPA Open Spaces 42

5. 1. 2. 6 Parkland Impact Fees 42

5. 1. 2. 7 Security for Parkland Compliance 42

5. 1. 3 Letter of Credit Security for Temporary Land Dedication Shortfalls 43

5. 2 Green -Building Measures 44

5. 3 Waiver of Right to Density Bonus 44
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Ordinance No. 9. 2023

TABLE OF CONTENTS
Continued)
Page

5. 4 Community Benefits 46

5. 4. 1 Shorebird Yards Land Dedication 46

5. 5 Public Benefits 46

5. 5. 1 First People Centric Fund Payment 46

5. 5. 2 Second People Centric Fund Payment 46

5. 5. 3 Ground Floor Activation Program 46

5. 5. 4 Public Art Benefit 47

5. 5. 5 Eco Gem Dedicated Parkland Site Contribution 47

5. 5. 6 Tax Point of Sale Designation 47

5. 6 Condition of Dedicated Properties 48

5. 6. 1 Developer Payment of Vapor Intrusion Control Costs 48

5. 7 Irrevocable Offers and Dedications; Conveyance of Title to City 49 ARTICLE VI OBLIGATIONS OF THE PARTIES 49

6. 1 Developer 49

6. 1. 1 Development in Conformance with Agreements and Approvals 49

6. 1. 2 Prevailing Wage Laws 49

6. 2 City 49

6. 2. 1 City' s Good Faith in Proceedings 49

6. 2. 2 Other Agency Approvals 50
ARTICLE VIIDEFAULT, REMEDIES, TERMINATION 50

7. 1 Remedies for Breach 50

7. 2 Notice of Breach 50

7. 3 Breach or Default by One Party Comprising Developer 51

7. 4 Applicable Law 51
ARTICLE VIII ANNUAL REVIEW, PERMITTED DELAYS, AND AMENDMENTS 51

8. 1 Annual Review 51

8. 1. 1 Annual Review of Developer 51

8. 1. 2 Annual Review of Assignees 52

8. 2 Permitted Delays 52

8. 2. 1 Force Majeure 52

8. 2. 2 Extension of Term 53
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Ordinance No. 9. 2023

TABLE OF CONTENTS
Continued)
Page

8. 3 Certain Waivers 53

8. 4 Life Safety and Related Matters 53

8. 5 Modification Because of Conflict with State or Federal Laws 53

8. 6 Amendment by Mutual Consent 53

8. 7 City Costs for Review 53

8. 8 Amendment of this Agreement 54

8. 8. 1 Non -Material Changes by Operating Memoranda 54

8. 8. 2 Material Change by Agreement Amendments 55

8. 9 Amendment of Approvals 55

8. 10 Cancellation by Mutual Consent 55
ARTICLE IX COOPERATION AND IMPLEMENTATION 55

9. 1 Cooperation 55

9. 2 Processing and Implementation 55

9. 2. 1 By City 55

9. 2. 2 By Developer 56

9. 3 Staffing and Processing Agreement 56

9. 4 Other Agency Approvals 56

9. 5 Additional Inclusionary Housing 56
ARTICLE X TRANSFERS AND ASSIGNMENTS 56

10. 1 Transfers and Assignments 56

10. 1. 1 Non -Transfers 57

10. 2 Notice of Transfer; Assignment and Assumption Agreement 58

10. 3 Release of Liability 58

10. 4 Responsibility for Performance 58

10. 5 Constructive Notice 59

10. 6 Covenants Run with the Land 59

10. 7 Notice of Completion, Revocation or Termination 60 ARTICLE XI MORTGAGE PROTECTION; CERTAIN RIGHTS OF CURE 60

11. 1 Mortgage Protection 60

11. 2 Mortgagee Not Obligated 60

11. 3 Notice of Default to Mortgagee 61
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Ordinance No. 9. 2023

TABLE OF CONTENTS
Continued)
Page
ARTICLE XII GENERAL PROVISIONS 61

12. 1 Project is a Private Undertaking 61

12. 2 Notices, Demands, and Communications between the Parties 61

12. 3 No Joint Venture or Partnership 62

12. 4 Severability 63

12. 5 Section Headings 63

12. 6 Entire Agreement 63

12. 7 Estoppel Certificate 63

12. 8 Statement of Intention 63

12. 9 Indemnification and Hold Harmless 63

12. 10 Defense and Cooperation in the Event of a Litigation Challenge 64

12. 10. 1 Cooperation 64

12. 10. 2 Indemnification 64

12. 11 Public Records Act Requests 65

12. 12 Recordation 65

12. 13 No Waiver of Police Powers or Rights 65

12. 14 City Representations and Warranties 66

12. 15 Developer Representations and Warranties 66

12. 16 Counterparts 66

12. 17 Waivers 67

12. 18 Time is of the Essence 67

12. 19 Venue 67

12. 20 Surviving Provisions 67

12. 21 Construction of Agreement 67
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Ordinance No. 9. 2023

EXHIBITS

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

EXHIBIT G

EXHIBIT H

EXHIBIT I

EXHIBIT J

EXHIBIT K

EXHIBIT L

EXHIBIT M

EXHIBIT N
EXHIBIT 0

EXHIBIT P

EXHIBIT Q

EXHIBIT R
Property Legal Description
Property Diagram
Proj ect Summary
Conceptual Phasing Plan and Diagram
Project Compliance Plan
Affordable Housing Delivery Plan
Parks Delivery Plan
POPA Open Space Terms
Existing Impact Fees
Ground Floor Activation Program
Intentionally Omitted
Form of Assignment and Assumption Agreement
Intentionally Omitted
Master Encroachment Agreement for District Utility System Terms Non -District Utility Systems Encroachment Agreement Terms Form of Notice of Completion and Termination
Form of Irrevocable Offer
Transportation Demand Management Agreement Terms
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Ordinance No. 9. 2023

DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT (" Agreement") is made and entered into as of July 27, 2023 by and between the CITY OF MOUNTAIN VIEW, a California charter city and municipal corporation, organized and existing under the laws of the State of California (" City"), and GOOGLE LLC, a Delaware limited liability company (" Developer"), pursuant to Government Code Sections 65864, et seq. Developer and City are referred to individually in this Agreement as a " Party" and collectively as the " Parties."

RECITALS
A. In order to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development, the Legislature ofthe State of California enacted Sections 65864, et seq., of the Government Code (" Development Agreement Statute"), which authorizes City and any person holding a legal or equitable interest in real property to enter into a development agreement, establishing certain development rights in the property.

B. Pursuant to Government Code Section 65865, City has adopted procedures and requirements for consideration of development agreements in Sections 36. 54 to 36. 54. 40 Development Agreement Ordinance") ofthe City Code. This Agreement has been processed, considered, and executed in accordance with such procedures and requirements.

C. Developer has a legal interest in that certain approximately 153 acre real property located in the City, with a core area bounded by Charleston Road to the north, Stevens Creek to the east, Space Park Way to the south, and Huff Avenue to the west (the " Property"). The Property is located in the North Bayshore Precise Plan Area, with certain portions of the Property also located in the Gateway Master Plan area, as more particularly described in the attached Exhibit A and shown on the map attached as Exhibit B.

D. Developer desires to redevelop the Property to create the development envisioned by the North Bayshore Master Plan, by demolishing existing buildings, removing heritage and non -heritage trees, landscaping and improvements, and reconfiguring existing parcels to create new parcels for a new mixed -use development of up to 7, 000 residential units ( 5, 950 market rate units, and through land dedication, facilitation of up to 1, 050 below market rate units), 3. 11 million square feet of office and research and development ( R& D) buildings, 288, 990 square feet of retail commercial space ( including active uses, community spaces, and civic uses), 525 hotel rooms, land dedication of 6. 9 acres to accommodate affordable residential units, district parking facilities,

14. 8 acres of dedicated public parks, and 11. 3 acres of POPA Open Space ( which may, subject to City' s approval, also be dedicated to City as public parks), pedestrian and bicycle improvements, and an optional private district utility system, all as further described in this Agreement, including in the Project Summary attached hereto as Exhibit C, and in the " Existing Approvals" ( defined in Section 1. 3 below) ( collectively, the " Project").

E. The Property is located within the North Bayshore Change Area under the City' s 2030 General Plan (" General Plan"), which was adopted by the City Council on July 10, 2012 by Resolution No. 17711, and the Property is subject to the North Bayshore Precise Plan first adopted 1 Ordinance No. 9. 2023

by the City Council on November 25, 2015 by Resolution Nos. 17917 and 17918 ( as amended, the Precise Plan"). The General Plan Land Use map designates portions of the Property as " North Bayshore Mixed Use" and portions as " Mixed -Use Center ( North Bayshore)" and Lot C as Public Facility. The Precise Plan designates the Property as " Gateway Character Area," " Core Character Area," " General Character Area," and " Edge Character Area," as well as being within the " Joaquin Complete Neighborhood," " Pear Complete Neighborhood," and " Shorebird Complete Neighborhood." The Property is zoned P- 39 Planned Community/ Precise Plan ( North Bayshore) and Lot C is zoned PF-Public Facility.

F. Prior to or concurrently with approval of this Agreement, City has taken the following actions to review and plan for the future development of the Project:

1. Environmental Review. The potential environmental impacts of the Project have been properly reviewed and evaluated by City pursuant to the California Environmental Quality Act (" CEQA"), Public Resources Code Sections 21000, et seq. Pursuant to CEQA, City prepared and duly processed a Subsequent Environmental Impact Report (" Project EIR") ( SCH No. 2022020712) which relied on and tiered from the certified North Bayshore Precise Plan Program Environmental Impact Report ( SCH No. 2013082088) (" Precise Plan EIR").

Preparation of the Project EIR included supplemental studies and a Mitigation Monitoring and Reporting Program (" MMRP") for implementation of mitigation measures specified in the Project EIR and incorporated from the Precise Plan EIR (the Precise Plan EIR, Project EIR, supplemental studies, Statement of Overriding Considerations, and MMRP are, collectively, the " Project CEQA Documentation"). After a duly noticed public hearing and in accordance with the recommendation of the City' s Environmental Planning Commission ( the " Planning Commission"), on June 13, 2023, by Resolution No. 18809, the City Council certified the Project EIR as adequate under CEQA for consideration of approvals required for the Project, including this Agreement and the Existing Approvals, adopted the MMRP, and adopted a Statement of Overriding Consideration due to significant un-mitigable environmental impacts related to air quality and greenhouse gas emissions.

2. Master Plan. Following review and recommendation by City' s Planning Commission on May 3, 2023, after a duly noticed public hearing and certification of the Project EIR, the City Council on June 13, 2023, by Resolution No. 18810, approved the North Bayshore Master Plan (" Master Plan") and the North Bayshore Implementation Plan (" Implementation Plan"), establishing a development program for the Property consistent with and pursuant to the Precise Plan and City Code regulations, together with Conditions of Approval and administrative procedures for the same.

3. Vesting Tentative Map. Following review and recommendation by City' s Planning Commission (acting as the Subdivision Committee) on May 3, 2023, after a duly noticed public hearing, the City Council on June 13, 2023, by Resolution No. 18811, approved a Vesting Tentative Map together with Conditions of Approval (" Subdivision Conditions") pursuant to City Code Chapter 28, for subdivision of the Property to implement the Project (" Vesting Tentative Map").

4. Vacation of Public Streets. Following adoption of a notice of intent to vacate on May 9, 2023, and a duly noticed public hearing and certification of the Project EIR, the 2 Ordinance No. 9. 2023

City Council on June 13, 2023, by Resolution No. 18812, approved the conditional vacation ofthe following public streets to permit the reconstruction of portions of those streets with new public street easements to be dedicated to the City pursuant to the Public Streets, Highways, and Service Easement Vacation Law, California Streets and Highways Code Sections 8330, et seq.: Portions of Shoreline Boulevard, Charleston Road, Shorebird Way, Space Park Way, Joaquin Road, Huff Road, and Plymouth Street (" Vacation").

5. Lot C — Compliance with Surplus Land Act. The City Council on January 25, 2022, by Resolution No. 18639 declared Lot C to be surplus land under the State Surplus Land Act (Government Code Section 54201, et seq.). Notices of availability were sent to all the required housing entities on January 28, 2022. During the required 60- day period, three affordable housing entities expressed interest in Lot C. The City provided three extensions past the 90- day negotiation period and no sale or lease was finalized. The City provided a detailed summary of those negotiations to the State Department of Housing and Community Development (" HCD") and HCD by letter to City dated August 26, 2022, determined that City has complied with the Surplus Land Act and is permitted to proceed with a sale or lease of Lot C.

6. Park Land Dedication Credit for North Bayshore Master Plan. Following a duly noticed public hearing, the City Council on June 27, 2023, by Ordinance No. 9. 2023, approved granting a one hundred percent ( 100%) park land dedication credit for a portion of the park land dedication requirement of the North Bayshore Master Plan for up to 11. 3 acres of privately owned publicly accessible ( POPA) open space referred to as Greenway Parks ( East and West), Joaquin Grove, Joaquin Terraces ( East and West), The Portal, and Shorebird Wilds POPA Open Spaces, pursuant to City Code Chapter 41 (" North Bayshore Master Plan Park Land Credit").

7. Option to Ground Lease Lot C. The City Council on June 13, 2023, adopted Resolution No. 18813, and thereby authorized the City Manager to negotiate an option to ground lease agreement, which includes the form of ground lease agreement to be entered into, consistent with the key terms approved in Exhibit A of the resolution (" Option to Ground Lease Lot C").

The approvals described in this Recital F are referred to, collectively, as the " Existing Approvals." G. City is desirous of encouraging quality economic growth and expanding its employment base within the City, in parallel with residential development and new public parks to ensure a balance of housing and employment, thereby advancing sustainable growth in the interests of its residents, taken as a whole. City has determined the Project complies with the plans and policies set forth in the General Plan and Precise Plan.

H. A primary purpose of this Agreement is to assure the Project can proceed without disruption caused by a change in City' s planning policies and requirements following issuance of the Approvals and to ensure the Required Exactions, Community Benefits, and Public Benefits Developer is committing to provide in connection with development of the Project are timely delivered. Developer also desires the flexibility, subject to phasing requirements in this Agreement, to develop the Project in response to market conditions and to ensure the Existing Approvals remain valid over the Term of this Agreement. 3 Ordinance No. 9. 2023

I. City has determined that by entering into this Agreement, City is receiving assurances of orderly growth and quality development in the Precise Plan area in accordance with the goals and policies set forth in the General Plan and Precise Plan, and timely delivery of Required Exactions, Community Benefits and Public Benefits. City also recognizes that this Agreement will facilitate the transformation of a large suburban office park into a denser, mixed - use neighborhood with approximately 26. 1 acres of public open space and up to 7, 000 residential units, and that implementation of a project of this scope and scale requires phased construction, extensive resources, and a long-term commitment by the Developer.

J. Developer recognizes it is being afforded greater latitude concerning long-term assurances for development of the Project in exchange for agreeing to contribute greater Community Benefits and Public Benefits than otherwise required for the Approvals and does so freely and with full knowledge and consent. City will further benefit from an increase in the likelihood that the Community Benefits and Public Benefits, which are presently or will be reflected in the Conditions of Approval, will be realized because this Agreement will increase the likelihood that the Project will be completed pursuant to the Approvals.

K. For the reasons stated herein, among others, City and Developer have determined the Project is a development for which a development agreement is appropriate. This Agreement will, in turn, eliminate uncertainty in planning for and securing orderly development of the Property. City has also determined the Project includes Community Benefits and Public Benefits and will provide additional market rate and affordable housing options for the community; strengthen City' s economic base with high -quality, long- term jobs, in addition to shorter -term construction jobs; generate revenues for City in the form of one-time and annual fees, taxes, and other fiscal benefits; promote high -quality design and sustainable development; expand park and open space amenities; enhance the use of public transit and other alternative modes of transportation; and otherwise achieve the goals and purposes for which the Development Agreement Statute was adopted.

L. The terms and conditions of this Agreement have undergone extensive review by City staff, the Zoning Administrator, and the City Council at publicly noticed meetings and this Agreement has been found to be fair, just, and reasonable.

M. City has given notice of its intention to adopt this Agreement, conducted public hearings thereon pursuant to Government Code Section 65867, and the City Council hereby finds that: ( 1) the provisions of this Agreement and its purposes are consistent with the General Plan, the Precise Plan, Chapter 36 (Zoning) of the City Code (" Zoning Ordinance") and other chapters of the City Code, the Master Plan, and CEQA; ( 2) the Project and this Agreement are compatible with the uses authorized in, and the regulations prescribed for, the General Plan and Precise Plan in which the Property is located; ( 3) this Agreement complies in all respects with the Development Agreement Statute and the City' s Development Agreement Ordinance; ( 4) this Agreement will not be detrimental to the health, safety, and general welfare of the community; ( 5) this Agreement will not adversely affect the orderly development of property or the preservation of property values; 6) this Agreement will facilitate development of the Property in the manner proposed and is needed by Developer due to the timing constraints on redevelopment of the Property; ( 7) the proposed development should be encouraged in order to meet important economic, social, environmental, or planning goals of City; ( 8) Developer has made commitments to a high standard 4 Ordinance No. 9. 2023

of quality development and delivery of Community Benefits and Public Benefits; ( 9) this Agreement is in conformity with public convenience, general welfare, and good land use practice; and ( 10) this Agreement is advantageous to, and benefits, the City.

N. Following review and recommendation by the Zoning Administrator on May 10, 2023, and a duly noticed public hearing, this Agreement was approved by the City Council of City by Ordinance No. 9.2023 (" Enacting Ordinance"), which was introduced on June 13, 2023 and finally adopted on a second reading by the City Council on June 27, 2023 and will become effective thirty (30) days thereafter on July 27, 2023.

AGREEMENTS
NOW, THEREFORE, City and Developer agree as follows:

ARTICLE I

GENERAL PROVISIONS

1. 1 Incorporation of Preamble, Recitals and Exhibits. The preamble paragraph, Recitals and Exhibits, and all defined terms contained therein, are hereby incorporated into this Agreement as if set forth in full.

1. 2 Property Subject to the Development Agreement. All of the Property shall be subject to this Agreement. Subject to the provisions of Articles 10 and 11 of this Agreement, Developer agrees that all persons holding legal or equitable title in the Property shall be bound by this Development Agreement.

1. 3 Definitions. The following defined terms shall apply to this Agreement.

Active Uses" is defined, and shall have the meaning set forth, in Section 4. 3 ofthe Master Plan.

Active Use Space" means all ground floor space in Residential Buildings, Office Buildings, Hotel Buildings, standalone structures located in POPA Open Spaces, 1201 Charleston Road, and Parking Structures SB- PP- 1 and JN- PP- 1, that is in each case designed or otherwise intended for occupancy by Active Uses, containing up to 288, 990 gross square feet (" GSF") of space as described in Table 4. 1. 1 of the Master Plan.

Affiliated Party" means any corporation, limited liability company, partnership, or other entity which is directly or indirectly Controlling of, Controlled by, or under Common Control with Developer or Lendlease, as applicable.

Affordable Housing" is defined in Zoning Ordinance Section 36.40.05, and further described in the Affordable Housing Delivery Plan.

Affordable Housing Delivery Plan" means the plan setting forth Developer' s Affordable Housing obligations for the Proj ect pursuant to Chapter 36, Article XIV, Division 2 of the City Code, the Precise Plan, and Section B of the North Bayshore 5 Ordinance No. 9. 2023

Precise Plan Affordable Housing Administrative Guidelines, which plan is included as Exhibit F.

Affordable Housing Sites" means Residential Parcels JS2, JS3, JS4, JN6, SB25, and PE2 as shown on the Vesting Tentative Map to be dedicated by Developer to City, or its assignee or designee, for development ofAffordable Housing, as further described in Section 5. 1. 1 and the Affordable Housing Delivery Plan.

Agreement" or " Development Agreement" means this Development Agreement between City and Developer, including all Exhibits hereto.

Agreement Amendment" is defined in Section 8. 8. 2.

AMI" means the area median income metric applicable under City' s for rent and for sale Below Market Rate Housing Program ( Section 36. 40. 10, et seq. of the City Code).

Applicable City Law" means ( a) the City' s Charter, City Code, General Plan, and Precise Plan, as each of the foregoing is in effect on the Effective Date; (b) the other City ordinances, resolutions, orders, rules, policies, standards, specifications, plans, guidelines, or other regulations, that are applicable to the Property and the Project and in effect on the Effective Date; ( c) New City Laws permitted to apply pursuant to Section 3. 6; and ( d) Construction Codes in effect from time to time pursuant to Section 3. 8.

Applicable Law" means ( i) the Applicable City Law and ( ii) all regional, State and Federal laws and regulations applicable to the Property and the Project as such regional, State and Federal laws and regulations may be enacted, adopted and amended from time to time.

Approvals" means the Existing Approvals and Subsequent Approvals.

Assignment and Assumption Agreement" is defined in Section 10. 2 and the form of which is attached hereto as Exhibit L.

Base FAR" means the allowable FAR square footage on a given parcel within the Project, which is established by the Precise Plan at 0. 45 - 1. 0 FAR for nonresidential development and 1. 0 FAR for residential development.

Building Codes and Guidelines" is defined in Section 3. 8. 1.

Building Permit", when capitalized in this Agreement, means a City -issued building permit for construction ( including any permanent elements of the basement above the lowest level basement slab); permits for demolition or grading shall not constitute a Building Permit.

Business Day" means a day that is not a Saturday, Sunday, federal holiday, state holiday under the laws of the State of California or other posted City office closure.

Ordinance No. 9. 2023

Caltrans" means the California Department of Transportation and any successor agency.

CEQA" means the California Environmental Quality Act, California Public Resources Code Section 21000, et seq., as the same may be amended or modified from time to time.

Certificate of Occupancy" means a certificate issued by City evidencing construction completion under a City -issued Building Permit following a final inspection ofthe applicable building, structure or improvements with a City -signed job card" which allows occupancy of the associated building, structure or improvement. " Certificate of Occupancy" does not include a Temporary Certificate of Occupancy.

City" means the City of Mountain View, a California charter city and municipal corporation, organized and existing under the laws of the State of California.

City Affordable Housing Program" is defined in Section 5. 3. 1.

City Code" means the City of Mountain View City Code ( as the same may be amended or modified from time to time, subject to this Agreement' s provisions regarding the limitations of the applicability of such changes to the Project, Property and this Agreement).

City Construction Specifications" is defined in Section 3. 8. 1.

City Council" means the City Council of the City.

City Manager" means the City Manager of the City, or their designee.

City Density Bonus Law" is defined in Section 5. 3. 1.

City Party" and " City Parties" are defined in Section 12. 9.

Claims" is defined in Section 12. 9.

Commence Construction", " Commencement of Construction" and similar capitalized variations thereof shall mean ( i) commencement of construction to erect a structure( s) under a Building Permit, excluding demolition, and grading activities; ii) commencement of demolition, grading and site preparation construction activities on the sites to be dedicated to City in accordance with City' s acceptance of land conveyance requirements; and (iii) commencement of demolition, grading, excavation or other site preparation construction activities for infrastructure or utilities on private or public property for the District Utility System.

Community Benefits" is defined in Section 5. 4.

Ordinance No. 9. 2023

Community Development Department" means the Community Development Department ( CDD) of City or any successor department or agency.

Community Development Director" means the Community Development Director of the City.

Complete", " Completion" and any capitalized variations thereof means: ( i) for a POPA Open Space, City and any Other Agencies with jurisdiction over such space have issued required approval( s), with construction having been fully completed in accordance with the applicable Approvals and final inspection( s) completed; ( ii) for any District Utility System infrastructure, City and any Other Agencies with jurisdiction over any required permits for the system or infrastructure have issued required approval( s), with construction fully completed, and final inspection( s) completed; and ( iii) for any building, City has issued required approvals, with construction fully completed and a Certificate of Occupancy issued.

Compliance Notice" is defined in Section 7. 2. 3.

Conditions of Approval" means the Project' s Conditions of Approval, including the Subdivision Conditions, as such conditions may be modified from time -to -time in accordance with terms and limitations of the Existing Approvals, applicable Subsequent Approvals, and this Agreement.

Connection Fees" means those fees charged by City on a City-wide basis or by a utility provider to utility users as a cost for connecting water, sanitary sewer, and other applicable utilities, except for any such fee or portion thereof that constitutes an Impact Fee.

Construction Cost Index" or " CCI" means the Engineering News Record ( ENR) Construction Cost Index for the San Francisco Urban Area published each year, or if such index is no longer available then a comparable index as reasonably selected by City.

Construction Codes" is defined in Section 3. 8. 1.

Consumer Price Index" or " CPI" means the San Francisco - Oakland - San Jose Consumer Price Index, All Items ( 1982- 84= 100) for All Urban Consumers ( CPIU), published by the Bureau of Labor Statistics for the U.S. Department of Labor Consumer Price Index for the San Francisco Bay Area, or if such index is no longer available then a comparable index as reasonably selected by City.

Contaminated Site" means a parcel( s) with existing site contamination within, or in close proximity to, the Former Spectra -Physics Lasers, Inc., Former Teledyne Semiconductor Sites Superfund Study Area, and the Union Pacific Railroad Property Plymouth Street Site, and the North Bayshore Area groundwater plume that are subject to review, oversight, and remedial response review or actions by other government agencies, including, but not limited to, the U.S. Environmental Ordinance No. 9. 2023

Protection Agency ( US EPA) and San Francisco Regional Water Quality Control Board ( SFRWQCB).

Control", " Controlling", " Controlled", and " Common Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the day-to-day management and activities of the specified entity ( provided, the possession of so- called major decision consent rights shall not, in and of itself, be deemed to constitute Control).

Dedicated Parkland Site" is defined in Section 5. 1. 2.

Dedicated Parkland Site Reimbursement Agreement" is defined in Section

5. 1. 2. 2.

Demolition and Grading Permit" or " Demolition Permit" means and refers to City -issued permits for demolition and/ or grading in anticipation of additional construction activities issued under a separate Building Permit.

Developer" means Google LLC, a Delaware limited liability company, and its permitted successors, assigns, and Transferees.

Developer Party" and " Developer Parties" are defined in Section 12. 9.

Development Agreement Ordinance" is defined in Recital B.

Development Agreement Statute" is defined in Recital A.

Development Project" means a development project as defined by Section 65928 of the California Government Code.

District Central Plant" means a centralized facility to operate one or more District Utility Systems anticipated to be located on Parcel SB12 on the Vesting Tentative Map, as generally described in the Existing Approvals. The District Central Plant is an optional design feature in the Project.

District Utility System" is defined in Section 3. 10.

Eco Gem" means the approximately 10. 8 acre future park on the Property to be developed by City on land Irrevocably Offered by Developer identified as Parcel SB26 on the Vesting Tentative Map, as provided in the Approvals and this Agreement.

Eco Gem Developer Funding" is defined in Section 5. 5. 5.

Economic Recession" is defined in Section 8. 2. 1.

Effective Date" is defined in Section 2. 1.

Enacting Ordinance" is defined in Recital N.

Ordinance No. 9. 2023

Exactions" means exactions that may be imposed by City under Applicable Law as a condition of or in connection with developing the Project, including requirements for acquisition, dedication or reservation of land or improvements; and obligations to construct on -site or off -site public and private infrastructure improvements such as roadways, utilities or other improvements necessary to support the Project, whether such exactions constitute subdivision improvements or mitigation measures in connection with environmental review of the Project or, as set forth in Section 3. 3. 1, as part of Subsequent Approvals, as may be allowed under Applicable Law and this Agreement, and require adjustments to previously approved exactions in response to subsequent MTAs. For purposes of this Agreement, Exactions do not include Impact Fees, Processing Fees or Connection Fees.

Existing Approvals" is defined in Recital F.

Existing FAR" means preexisting nonresidential building square footage whereby building(s) have been demolished, are planned to be demolished, or will be converted to a different non -Office nonresidential use, and the preexisting square footage will be reallocated to a new nonresidential building( s) within the Project; this existing square footage does not constitute net new square footage, but is included in Base FAR and listed in Table C3 of Exhibit C. Existing FAR includes Existing FAR - 1220 & 1230 Pear.

Existing FAR - 1220 & 1230 Pear" means the approximately 30, 520 gross square feet of Office that is associated with those properties.

Existing Impact Fees" is defined in Section 4. 1. 2 and such fees are listed in Exhibit I.

Existing Uses" means all lawful uses of existing buildings and improvements, including any legal non -conforming uses as defined in the Zoning Ordinance, on the Property as of the Effective Date.

Extension Conditions" is defined in Section 2. 2. 4.

Extension Request" is defined in Section 2. 2. 4.

FAR" means floor area ratio.

Fee Lock Period" is defined in Section 4. 1. 2.

Final Approval" means that (i) all applicable appeal periods for the filing of any administrative orjudicial appeal challenging the issuance or effectiveness of any of the Existing Approvals, including the Project EIR, or this Agreement shall have expired and no such appeal shall have been filed, or if such an administrative or judicial appeal is filed, the Existing Approvals, including the Project EIR, or this Agreement, as applicable, shall have been upheld by a final decision in each such appeal without adverse effect on the applicable Existing Approval, including the 10 Ordinance No. 9. 2023

Project EIR, or this Agreement and the entry of a final judgment, order or ruling upholding the applicable Existing Approval, including the Project EIR, or this Agreement; and ( ii) if a referendum petition relating to any Existing Approval or this Agreement is timely and duly circulated and filed, certified as valid and City holds an election, the date the election results on the ballot measure are certified by City in the manner provided by Applicable City Law reflecting the approval by voters of the referenced Existing Approval or this Agreement.

First People Centric Fund Payment" is defined in Section 5. 5. 1.

Force Majeure Delay" is defined in Section 8. 2. 1.

Force Majeure Event" is defined in Section 8. 2. 1.

Gateway Plaza" means the approximately 0. 9 acre future park on the Property to be developed by City on land Irrevocably Offered by Developer identified as Parcel Park JS9 on the Vesting Tentative Map, as provided in the Approvals and this Agreement.

GDP" means the U.S. Gross Domestic Product as determined by the United States Department of Commerce, Bureau of Economic Analysis.

General Plan" is defined in Recital E.

Good Faith Efforts" and any variation thereof shall mean the efforts that a reasonable person would determine is a diligent and honest effort under the same or similar set of facts or circumstances.

Greenway Parks POPA Open Space" means the approximately 2. 5 acres of privately -owned, publicly accessible (POPA) open space, consisting of two parcels, Greenway Park East ( approximately 0. 7 acres), and Greenway Park West approximately 1. 8 acres), and the improvements thereon to be developed, operated, maintained and repaired by Developer and its successors and assigns, at their expense, as provided in the Approvals, this Agreement, and in City' s standard form Covenant, Agreement and Deed Restriction for privately owned, publicly accessible open space, which form shall include the key provisions attached hereto as Exhibit H.

Ground Floor Activation Program" is defined in Section 5. 5. 3 and Exhibit J.

Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States of America, including any material or substance which is: ( i) defined as a " hazardous waste," " extremely hazardous waste," or " restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6. 5 Hazardous Waste Control Law); ( ii) defined as a " hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6. 8 11 Ordinance No. 9. 2023

Carpenter -Presley -Tanner Hazardous Substance Account Act); ( iii) defined as a hazardous material," " hazardous substance," or " hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6. 95 Hazardous Materials Release Response Plans and Inventory); ( iv) defined as a hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6. 7 ( Underground Storage of Hazardous Substances); v) petroleum, petroleum products, components and by- products; ( vi) asbestos and asbestos - containing materials; ( vii) polychlorinated biphenyls; ( viii) per- and polyfluoroalkyl substances (" PFAS"); ( ix) listed under Article 9 or defined as hazardous" or " extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; ( x) designated as hazardous substances" pursuant to Section 311 ofthe Clean Water Act (33 U.S. C. 1317); ( xi) defined as a " hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S. C. § 6901, et seq. ( 42 U.S. C. § 6903); or ( xii) defined as " hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S. C. § 9601, et seq., as the foregoing statutes and regulations now exist or may hereafter be amended.

Hotel Building" means a separate structure( s) containing hotel uses, which may also contain ground floor Active Use Space and parking that may be developed on a Hotel Parcel in accordance with the Approvals.

Hotel Parcel" means one of the parcels as shown on the Vesting Tentative Map designated primarily for hotel as permitted under the Approvals.

Impact Fees" means the monetary amount charged by City in connection with a Development Project pursuant to the Mitigation Fee Act for the purpose of defraying all or a portion of the cost of mitigating the impacts of the Development Project or development of the public facilities related to the Development Project.

Impact Fees do not include Other Agency Fees, Processing Fees, Connection Fees, Community Benefits, or Public Benefits.

Implementation Plan" is defined in Recital F. 2. and includes all exhibits, addenda, or other attachments to the Implementation Plan.

Initial Term" is defined in Section 2. 2. 1.

Irrevocable Offer" and variations thereof, means the Form of Irrevocable Offer attached to this Agreement as Exhibit O pursuant to which Developer irrevocably offers to City fee title to the Affordable Housing Site or Dedicated Parkland Site described therein for dedication to City ( or its assignee or designee) at no cost to City in the Required Condition and on such other terms as set forth in this Agreement, including any applicable dates, deadlines or conditions precedent, and otherwise in accordance with the approved zoning permit application and other Approvals applicable to the property offered for dedication to City ( or its assignee or designee) to accept in accordance with Section 5. 7. 12 Ordinance No. 9. 2023

Joaquin Commons" means the approximately 2. 5 acre future park on the Property to be developed by City on land Irrevocably Offered by Developer identified as Park Parcel JN16 on the Vesting Tentative Map, as provided in the Approvals and this Agreement.

Joaquin Grove POPA Open Space" means the approximately 1. 4 acres of privately -owned, publicly accessible ( POPA) open space and the improvements thereon to be developed, operated, maintained and repaired by Developer and its successors and assigns, at their expense, as provided in the Approvals, this Agreement, and in City' s standard form Covenant, Agreement and Deed Restriction for privately owned, publicly accessible open space, which form shall include the key provisions attached hereto as Exhibit H.

Joaquin Terraces POPA Open Space" means the approximately 2.2 acres of privately - owned, publicly accessible ( POPA) open space, consisting of two contiguous parcels, Joaquin Terrace East ( approximately 1. 3 acres) and Joaquin Terrace West ( approximately 0. 90 acres), and the improvements thereon to be developed, operated, maintained, and repaired by Developer and its successors and assigns, at their expense, as provided in the Approvals, this Agreement, and in City' s standard form Covenant, Agreement and Deed Restriction for privately owned, publicly accessible open space, which form shall include the key provisions attached hereto as Exhibit H.

Lendlease" shall mean Lendlease Americas Holdings Inc., a Delaware corporation or its successors or assigns.

Lendlease Affiliate" shall mean any Affiliated Party of Lendlease, including, without limitation, Lendlease Corporation Limited, a New South Wales corporation.

Letter of Credit" means an irrevocable stand by letter of credit from an issuer and in a form reasonably acceptable to City and approved by the City Attorney Litigation Challenge" is defined in Section 12. 10. 1.

Lot C" means a portion of that certain property owned by the City and commonly known as Amphitheater Parkway ( APN 116- 20- 043) that will be subject to the Option to Ground Lease Lot C and any related agreements between City and Developer, all on terms consistent with those approved by the City Council on June 13, 2023, as set forth in Resolution No. 18813.

Market -Rate Housing" means all of the residential development in the Project other than the Affordable Housing.

Master Plan" is defined in Recital F. 2. and includes all exhibits, addenda, or other attachments to the Master Plan.

Ordinance No. 9. 2023

Master Encroachment Agreement for District Utility System Terms" means the agreed upon key terms identified in Exhibit N to be included in a Master Encroachment Agreement as described in Section 3. 3. 5 to be entered into between the Parties if Developer pursues the District Utility System in permit applications for Subsequent Approvals.

Material Change" shall mean any modification to this Agreement that would materially alter the rights, benefits, or obligations of City or Developer under this Agreement by: ( a) extending or reducing the Term, except as expressly authorized herein; ( b) materially changing the range of Permitted Uses of the Property, except as provided in this Agreement or in the Existing Approvals; ( c) changing the general location of on -site or off -site improvements identified in the Existing Approvals; ( d) increasing the maximum height beyond that permitted by the applicable Approval( s); ( e) increasing the number of market rate residential units beyond the maximum number permitted under the Existing Approvals, ( f) increasing the overall square footage of the Project; ( g) decreasing the height or size of a proposed building(s) below the maximum permitted height or size specified in the Existing Approvals, except to the extent Developer is seeking such decrease( s); ( h) materially changing the location or size of land dedication offerings contemplated by the Existing Approvals (including land dedication for parks and Affordable Housing), except as provided in this Agreement or the Existing Approvals, or materially decreasing the square footage of POPA Open Space( s) below that shown in the Master Plan, provided, however that the conversion of POPA Open Space to dedicated park land pursuant to Section 5. 1. 2.3 shall not constitute a Material Change; or ( i) reducing the monetary or other Required Exaction, Community Benefit or Public Benefit contributions by Developer set forth in this Agreement.

Mitigation Fee Act" shall have the meaning as set forth in Section 66000. 5 of the California Government Code, as amended or any successor statute thereto.

MMRP" means the Mitigation Monitoring and Reporting Program defined in Recital F. 1.

Mortgage" is defined in Section 11. 1.

Mortgagee" is defined in Section 11. 1.

MTA" means the North Bayshore Master Plan: Multi -Modal Transportation Analysis, prepared by Fehr & Peers for David J. Powers and City, dated March 2023, as well as one or more subsequent MTAs prepared as described in Section

3. 3. 4.

New City Laws" means any ordinances, resolutions, orders, rules, official policies, standards, specifications, guidelines, or other regulations, which are promulgated or adopted by City (including but not limited to any City agency, body, Ordinance No. 9. 2023

department, officer, or employee) or its electorate ( through their power of initiative or otherwise) after the Effective Date, as addressed further in Section 3. 6. 1.

North Bayshore Master Plan Park Land Credit" is defined in Recital F. 6.

North Bayshore Nonresidential Bonus FAR" means the 1, 303, 250 square feet allocated for development at the Property, pursuant to Section 3. 3. 4 of the Precise Plan, as further specified in the Approvals.

North Bayshore Residential Bonus FAR" means Bonus FAR used for residential development as defined in Section 3. 3. 4 of the Precise Plan.

Notice of Breach" is defined in Section 7. 2. 1.

Notice of Completion" means the Form of Notice of Completion and Termination attached to this Agreement as Exhibit P.

Official Records" means the Official Records of Santa Clara County, California.

Office" means those uses defined in Section 36. 60. 33 of the Zoning Ordinance as Offices," " Offices, administrative and executive," and " Offices, research and development," as may be further specified in the Approvals.

Office Building" means a structure( s) with or without parking built for Office use on an Office Parcel.

Office Parcel" means one of the parcels as shown on the Vesting Tentative Map and the Phasing Plan as designated primarily for Office use.

Office Trip Cap" is defined in the TDM Agreement Terms.

Operating Memorandum" is defined in Section 8. 8. 1. 1.

Option to Ground Lease Lot C" is defined in sub -section 7 of paragraph F ofthe Recitals.

Other Agency" or " Other Agencies" means any governmental or oversight agency, other than City, having jurisdiction over the Project or a portion thereof.

Other Agency Fees" means fees and charges imposed by Other Agencies which in some cases are collected by City on behalf of such Other Agencies.

Other Agency Approvals" means approvals, entitlements and permits required for development or use of the Project to be obtained from Other Agencies.

Parking Structure( s)" means parking structures SB- PP- 1, JN-PP- 1, JS- PP- 1, SAPP- 1, MW- PP- 11, and MW- PP- 2, as further described in the Approvals.

Parkland Impact Fee" is defined in Section 4. 1. 1.
15 Ordinance No. 9. 2023

Parkland Obligations" is defined in Section 5. 1. 2.

Parkland Requirement" is defined in Section 5. 1. 2.

Parks Delivery Plan" means the plan for sequencing of park land dedication and POPA Open Space delivery in the Project attached hereto as Exhibit G.

Party" or "Parties" means individually and collectively Developer and City.

People Centric Fund" means the People Centric Fund Payment, which shall be paid by Developer to City and deposited in the City' s General Fund for use in City' s discretion to benefit City and its residents, which may include funding of, among other programs: ( i) housing opportunities and anti -displacement efforts, (ii) small business support and workforce development, ( iii) safe and expanded connections for pedestrians and bicyclists and consolidated infrastructure, and ( iv) quality open space for recreation, relaxation, and entertainment.

People Centric Fund Payment" means cumulatively the First People Centric Fund Payment and the Second People Centric Fund Payment.

Permitted Uses" is defined in Section 3. 3. 1.

Phase( s)" means the eight ( 8) discrete development phases of the Project as described and shown in Exhibit D, which may be developed sequentially or concurrently with other portions of the Project, subject to the terms and conditions of the Approvals and this Agreement, including the Phasing Plan.

Phasing Plan" means the summary table and diagram setting forth a conceptual, illustrative example of the delivery of development phasing of the Project attached hereto as Exhibit D.

Planning Commission" means the City of Mountain View Environmental Planning Commission as defined in Recital F. 1.

POPA Agreement" is defined in Section 5. 1. 2. 5.

POPA Improvements" means the improvements to be constructed by Developer in the POPA Open Spaces in accordance with the Approvals and the Parks Delivery Plan.

POPA Open Space" means the privately - owned, publicly -accessible open spaces within the Project as further described in Section 5. 1. 2. 3.

Precise Plan" is defined in Recital E.

Precise Plan EIR" is defined in Recital F. 1.

Prevailing Wage Laws" is defined in Section 6. 1. 2.
16 Ordinance No. 9. 2023

Processing Fees" means any standard fee ( which is not an Impact Fee, Connection Fee or Exaction) applied for processing, licensing, permitting, or inspecting permitted activities City-wide as listed in City' s adopted Fiscal Year Master Fee Schedule, as addressed further in Section 4. 2.

Project" is defined in Recital D.

Project CEQA Documentation" is defined in Recital F. 1.

Project Compliance Plan" means the illustrative plan attached as Exhibit E summarizing the Project' s strategy, as of the Effective Date, to comply with minimum City requirements for development in accordance with the Precise Plan and Applicable City Law, subject to any changes to such plan pursuant to the terms of this Agreement.

Project EIR" is defined in Recital F. 1.

Project Summary" means the summary of the maximum development proposed by the Project and Existing FAR attached as Exhibit C.

Property" is defined in Recital C, described in Exhibit A, and depicted in Exhibit B.

Public Art" is defined in Section 5. 5. 4.

Public Benefits" is defined in Section 5. 5.

Qualified Developer" shall mean any entity, who or whose project team, in the City Manager' s reasonable opinion, has at least 10 years' experience in the development and ownership of similar size or larger developments ofthe type to be undertaken on the Transferred Property, without any record of material violations of Applicable Laws, and the financial resources and wherewithal to develop and effectively manage the Project or applicable Project component.

Required Condition" means the condition set forth in the Administrative Procedures for Implementation of the North Bayshore Master Plan and in Section

5. 6.

Required Exactions" is defined in Section 5. 1.

Residential Building" means a separate structure containing multi -family residential dwelling units (rental or for sale), which may also contain ground floor Active Use Space and parking that may be developed on a Residential Parcel in accordance with the Approvals.

Residential Parcel" means one of the parcels as shown on the Vesting Tentative Map designated primarily for residential with mixed -use as permitted under the Approvals.
17 Ordinance No. 9. 2023

Sales and Use Tax Laws" is defined in Section 5. 5. 6.

Second People Centric Fund Payment" is defined in Section 5. 5. 2.

Shorebird Wilds POPA Open Space" means the approximately 4. 5 acres of privately -owned, publicly accessible ( POPA) open space and the improvements thereon to be developed, operated, maintained, and repaired by Developer and its successors and assigns, at their expense, as provided in the Approvals, this Agreement, and in City' s standard form Covenant, Agreement and Deed Restriction for privately owned, publicly accessible open space, which form shall include the key provisions attached hereto as Exhibit H.

Shorebird Square" means the approximately 0. 3 acre future park on the Property to be developed by City on land Irrevocably Offered by Developer identified as Park Parcel SB 18 on the Vesting Tentative Map, as provided in the Approvals and this Agreement.

Shorebird Yards" means the approximately 4. 07 acre parcel Irrevocably Offered by Developer pursuant to Section 5. 4. 1, identified as Parcel SB13 on the Vesting Tentative Map, as provided in the Approvals and this Agreement.

Shoreline Square" means the approximately 0.3 acre future park on the Property to be developed by City on land Irrevocably Offered by Developer identified as Park Parcel JS5 on the Vesting Tentative Map, as provided in the Approvals and this Agreement.

Social Spine" means the approximately 0. 61 acre pedestrian and bicycle promenade parallel to N. Shoreline Boulevard on land identified as Parcel SB4 on the Vesting Tentative Map.

Staffing and Processing Agreement" refers to a separate agreement in a standard City form between City and Developer setting forth Developer' s obligations to provide funding of City staff for review of Subsequent Approvals for the Project for an agreed upon term, which may include agreed upon timelines for City permit reviews of Subsequent Approvals and which may be executed by the Parties at any time during the Term.

State Density Bonus Law" is defined in Section 5. 3. 1.

Subdivision Conditions" is defined in Recital F.3.

Subdivision Map Act" means the Subdivision Map Act set forth in California Government Code Section 66410, et seq., as the same may be amended or modified from time to time.

Subsequent Approvals" is defined in Section 3. 3. 1.

Ordinance No. 9. 2023

TDM Agreement" means the Transportation Demand Management Agreement entered into pursuant to Section 3. 16.

TDM Agreement Terms" means the agreed upon key terms identified in Exhibit R to be included in the TDM Agreement as described in Section 3. 16.

Temporary Certificate of Occupancy" means a temporary certificate of occupancy or partial occupancy of a building or improvement (TCO) with surety funds covering the cost of remaining construction work as may be issued by City' s ChiefBuilding Official following a City -issued Building Permit, when construction has been substantially completed, no life safety hazards remain, and City' s Chief Building Official determines Construction Completion can occur within a reasonable timeframe.

Term" is defined in Section 2. 2.

Term Extension" is defined in Section 2. 2. 2.

Term Extension Requirements" is defined in Section 2. 2. 3.

The Portal POPA Open Space" means the approximately 0. 8 acres of privately - owned, publicly accessible ( POPA) open space and the improvements thereon to be developed, operated, maintained and repaired by Developer and its successors and assigns, at their expense, as provided in the Approvals, this Agreement, and in City' s standard form Covenant, Agreement and Deed Restriction for privately owned, publicly accessible open space, which form shall include the key provisions attached hereto as Exhibit H.

Transfer" is defined in Section 10. 1.

Transferred Property" is defined in Section 10. 1.

Transferee" is defined in Section 10. 1.

Vacation" is defined in Recital F. 4.

Vesting Tentative Map" or "VTM" is defined in Recital F.3.

VTA" means the Valley Transportation Authority.

Zoning Ordinance" or is defined in Recital M.

ARTICLE II
TERM

2. 1 Effective Date. The " Effective Date" of this Agreement shall be the later of (a) full execution by the Parties determined by the last date of a signatory as shown in the signature blocks 19 Ordinance No. 9. 2023

or ( b) July 27, 2023, the date that is thirty ( 30) days after the date the Enacting Ordinance is adopted.

2. 2 Term. Subject to the following qualifications, the " Term" of this Agreement shall commence upon the later of: ( a) the Effective Date, and ( b) the date on which Final Approval occurs; provided, however, if Final Approval has not occurred by the third anniversary of the Effective Date then the Term shall commence as of such third anniversary date, notwithstanding the fact that Final Approval has not yet occurred. Notwithstanding the foregoing, Developer may elect to have the Term commence despite the fact that Final Approval has not yet occurred (unless the validity of this Agreement has been directly challenged in the appropriate court of law or by a referendum in connection with the granting of the Approvals), by giving written notice to City of such election, in which case the Term shall commence upon the date that is thirty ( 30) days after the date of such notice. Notwithstanding any other provision hereof to the contrary, ( A) if Developer reasonably determines that ( i) Final Approval will not occur due to a challenge to this Agreement or any of the Approvals or (ii) any challenge to this Agreement or any of the Approvals is resolved in such manner as to prevent the occurrence of Final Approval, or (B) if by the date that is sixty ( 60) days prior to the third anniversary of the Effective Date, the Term has not yet commenced, then Developer at any time prior to commencement of the Term may terminate this Agreement effective upon not less than thirty (30) days advance written notice to City. Following such termination, neither Party shall have any further rights or obligations hereunder, except for those obligations which by their terms survive expiration or termination hereof.

2. 2. 1 Initial Term. Subject to potential extension as expressly provided in this Agreement, including for Force Majeure Delays as provided in Section 8. 2.2 below, the " Initial Term" shall be fifteen ( 15) years.

2. 2. 2 Extended Term. Subject to the terms and conditions in this Section 2. 2, Developer shall have the right to extend the Initial Term for one additional period of fifteen ( 15) years ( a " Term Extension") for a total Term of thirty ( 30) years, subject to potential further extension for Force Majeure Delays as provided in Section 8. 2. 2. In order to obtain the Term Extension, Developer must be in compliance in all material respects with all of its obligations under this Agreement and the Approvals and shall have satisfied all of the conditions described in Section 2. 2. 3 below.

2. 2. 3 Term Extension Requirements. In addition to the conditions in Section

2.2. 2 above, in order to obtain the Term Extension, Developer shall have fully satisfied all of the following requirements prior to expiration of the Initial Term ( collectively, the " Term Extension Requirements").

2. 2. 3. 1 Affordable Housing Sites. Developer shall have made Irrevocable Offer( s) and, ifrequired under the Affordable Housing Delivery Plan, caused to be in the Required Condition a sufficient number of Affordable Housing Sites to allow for the development of Affordable Housing units equal to at least fifteen percent ( 15%) of the number of market rate residential units for which Developer has obtained Building Permits. For avoidance of doubt, temporary shortfalls in Affordable Housing Site dedications which may otherwise be addressed through delivery of Letters of Credit as provided in Section 5. 1. 3 below, shall not be permitted at the time of Term Extension.
20 Ordinance No. 9. 2023

2. 2. 3. 2 Residential Development. Through a combination of Developer having obtained Building Permits for the construction of market rate residential units and Developer' s Irrevocable Offers for Affordable Housing Sites to City in the Required Condition, Developer shall have enabled the potential development of a minimum of 500 Affordable Housing units and 1250 market rate residential units.

2. 2. 3. 3 People Centric Fund. Developer shall have paid to City the First People Centric Fund Payment ( regardless of whether Developer is proceeding with any office development).

2. 2. 3. 4 Shorebird Yards and Eco Gem. Developer shall have Irrevocably Offered the land for Shorebird Yards and Eco Gem, which may be accepted by City as set forth in Sections 5. 4. 1 and 5. 5. 5, respectively.

2. 2. 3. 5 Eco Gem Developer Funding. Developer shall have paid to City the full amount of the Eco Gem Developer Funding.

2. 2. 3. 6 Parkland and POPA Spaces. Developer shall have made Irrevocable Offer( s) and, if required under the Parks Delivery Plan, caused to be in the Required Condition a sufficient number of Dedicated Parkland Sites and/ or recorded POPA Agreements against, and fully completed improvements to, a sufficient number of POPA Open Spaces ( or, to the extent such improvements have not been fully completed, delivered to City Letter( s) of Credit in amount(s) required to ensure completion of such POPA improvements) to fully satisfy the Parkland Requirement for all market rate residential units for which Building Permits have been issued. For avoidance of doubt, temporary shortfalls in Parkland Obligations which may otherwise be addressed through Developer' s delivery of Letters of Credit as provided in Section 5. 1. 3 below, shall not be permitted at the time of Term Extension.

2. 2. 3. 7 Maintain Minimum Requirements. Without limiting the general requirement to be in compliance in all material respects with the terms of this Agreement and the Approvals, Developer shall have satisfied the requirements then in effect for payment of all applicable City Processing Fees, Connection Fees, and Impact Fees then due and payable.

2. 2. 4 Extension Request. If Developer desires to seek the Term Extension, Developer must submit a letter addressed to the City Manager requesting such extension at least one hundred eighty ( 180) days prior to the date that the Initial Term otherwise would expire (the Extension Request"). The Extension Request shall include documentation in a form reasonably acceptable to City demonstrating that the applicable extension conditions described in Sections

2. 2. 2 and 2. 2. 3 above (" Extension Conditions") have been satisfied, or will be satisfied prior to the date that the Initial Term otherwise would expire.

2. 2. 5 Extension Review. Within forty-five ( 45) days after receipt of an Extension Request and accompanying documentation, the City Manager shall determine reasonably and in good faith, in a written notice to Developer, whether the Extension Conditions have been satisfied, including whether Developer is in compliance with this Agreement in all material respects. If the City Manager determines that the Extension Conditions have not been satisfied, then the City Manager shall include in the written notice a detailed explanation of the 21 Ordinance No. 9. 2023

unsatisfied Extension Conditions and why the City Manager believes such conditions have not been satisfied. Except as otherwise provided in this Section 2. 2, the determination whether Developer is in compliance with this Agreement shall be undertaken in a manner consistent with the annual review process described in Section 8. 1 below. If the City Manager determines Developer is not in compliance with this Agreement in all material respects through such review process, then the City Manager shall provide written notice of the non- compliance items, and Developer shall have the opportunity to cure such non- compliance within thirty ( 30) days following the date of City Manager' s non- compliance notice. The City Manager' s determination shall be final, unless the City Manager determines, in their sole discretion, to refer the matter to the City Council for a determination with any such hearing being held as soon as reasonably possible after City Manager makes such determination and in any event no later than thirty ( 30) days before the date upon which the Initial Term otherwise would expire. The City Council' s decision shall be final, subject to Developer' s ability to pursue available remedies as provided in Section 7. 1 below. Ifthe City Manager concludes in the written notice described hereinabove that the Extension Conditions have been satisfied, then they shall grant the Extension Request and promptly provide written notice to Developer, in a recordable form, that the Agreement has been extended for the Extension Term, and the Term shall be extended accordingly; provided, however, that the City Manager' s failure or delay in providing such written notice following the City Manager' s conclusion that the Extension Conditions have been satisfied shall not affect the extension of the Term.

2. 2. 6 Memorandum of Extension. Within ten ( 10) days after the written request of either Party hereto, City and Developer agree to execute, acknowledge and record in the Official Records a memorandum evidencing any approved extension of the Term pursuant to this Section 2. 2; provided, however, that the Parties' failure or delay in entering into or recording such memorandum shall not affect the extension of the Term.

2. 3 Life of Approvals. Pursuant to Government Code Section 66452. 6( a) and this Agreement, the life ofthe Existing Approvals, including, without limitation, the Vesting Tentative Map and final maps derived from the Vesting Tentative Map) ( collectively referred to as Subdivision Document") relating to the Project shall automatically be extended to and until the later of the following: ( 1) the expiration of the Term of this Agreement, as it may be earlier terminated or extended pursuant to the terms of this Agreement; or ( 2) the end of the term or life of any such Existing Approval or Subdivision Document otherwise allowed under Applicable Law.

The Parties acknowledge that the Developer has received a Vesting Tentative Map for the Project that vests certain rights under the Subdivision Map Act. Ifthis Agreement is earlier terminated in accordance with its terms as a result of City' s default, the Parties agree that any then -remaining vested rights provided by the Vesting Tentative Map pursuant to the Subdivision Map Act shall have no further force or effect; provided, Developer shall be entitled to continue exercising its rights in accordance with the Subdivision Map Act and the Subdivision Conditions for the longer of (i) the then -remaining life of the Vesting Tentative Map or (ii) twenty-four (24) months after such termination. If this Agreement is earlier terminated in accordance with its terms as a result of Developer' s default, the Parties agree that any then -remaining vested rights provided by the Vesting Tentative Map pursuant to the Subdivision Map Act shall have no further force or effect; provided, Developer shall be entitled to continue exercising its rights in accordance with the Subdivision Map Act and the Subdivision Conditions after such termination as though it was a non -vesting tentative map rather than a vesting tentative map, subject to the City Code and other 22 Ordinance No. 9. 2023

City regulations and requirements that may then be in effect and applied by City from time to time as Developer proceeds with development in reliance on the tentative map. The Parties' agreements in the foregoing sentence shall survive the expiration or earlier termination of this Agreement. The life of Subsequent Approvals shall be subject to the terms in Section 3. 5. 1. 3.

ARTICLE III

DEVELOPMENT OF THE PROPERTY

3. 1 Proj ect Development. Development of the Project will be governed by the Approvals, this Agreement, and Applicable Law. City acknowledges the timing of completion of development of the Project is subject to market forces, and Developer shall have no liability whatsoever ifthe contemplated development of the Project fails to occur; provided, if Developer Commences Construction of the Project, then with respect to those improvements as to which Developer has Commenced Construction, Developer shall proceed to construct in accordance with the Phasing Plan and to make payments, dedicate and convey real property to City (or its assignee or designee), construct the related, required improvements and deliver and provide the Required Exactions, Community Benefits and Public Benefits and take other actions as and when specified in this Agreement and in the Approvals.

3. 2 Right to Develop. Developer shall have the vested right to develop the Project in accordance with and subject to: ( a) the terms and conditions of this Agreement and the Approvals and any amendments to any of them as shall, from time to time, be approved pursuant to this Agreement; ( b) Applicable Law; ( c) the allocation of up to 1, 303, 250 square feet of North Bayshore Nonresidential Bonus FAR, as specified in the Existing Approvals, to the Project' s Office development component until Completion of the Project or the expiration or termination of this Agreement, whichever first occurs; and ( d) the allocation of North Bayshore Residential Bonus FAR sufficient to facilitate 5, 950 market rate residential units, as specified in the Existing Approvals, to the Project' s residential development component until Completion of the Project or the expiration of termination of this Agreement, whichever first occurs. Nothing contained herein shall restrict City' s discretion to approve, conditionally approve, or deny amendments or changes to the Existing Approvals proposed by Developer. Except as otherwise expressly provided in this Agreement, or unless Developer elects in its sole discretion to be subject to a modification, no future modifications of the following shall apply to the Project: ( a) the General Plan or Precise Plan; ( b) the City Code; or ( c) applicable laws and standards adopted by City which purport to: ( i) limit the use, subdivision, development density, schedule of development of the Property or the Project; or ( ii) impose new dedications, improvements, other Exactions, design features, more stringent trip caps, or moratoria upon development, occupancy, or use of the Property or the Project. This Agreement and the Approvals are intended to be consistent with each other; therefore, the Parties shall use Good Faith Efforts to consider and interpret this Agreement and the Approvals as a whole and in a manner which harmonizes any conflicting provisions to the maximum extent feasible; provided, however, if the Parties are not able to reconcile any provisions that directly conflict, then the provisions of this Agreement shall control.

3. 3 Subsequent Approvals.

3. 3. 1 Subsequent Approvals. Certain subsequent land use approvals, entitlements, and permits other than the Existing Approvals, will be necessary or desirable for 23 Ordinance No. 9. 2023

implementation of the Project (" Subsequent Approvals"). The Subsequent Approvals may include, without limitation, the following: (i) zoning permits, such as planned community permits, development review permits, provisional use permits, change ofuse permits, heritage tree removal permits, and sign permits; ( ii) construction -related permits, such as demolition permits, grading permits, building and fire permits, and certificates of occupancy; and ( iii) public works -related approvals and permits, such as phased final maps, encroachment permits, excavation permits, permits related to the District Utility System, and utility and discharge permits; and any amendments to, or repealing of, any of the foregoing. Subsequent Approvals also includes execution of separate agreements that include, but are not limited to, master encroachment agreements, other encroachment agreements, licensing agreements, access agreements, transportation demand management agreements, shared parking agreements, and indemnity agreements. Developer shall be responsible for obtaining any required Subsequent Approvals.

City, in granting the Existing Approvals and entering into this Agreement, is limiting its future discretion with respect to Subsequent Approvals to the extent they are consistent with the Approvals, Applicable Law and this Agreement. City acknowledges that Developer' s commitments to deliver the Project, including the Community Benefits and Public Benefits, described in this Agreement are, in part, consideration for City' s agreement to limit its discretion with respect to Subsequent Approvals. The conditions, terms, restrictions, and requirements for such Subsequent Approvals shall be in accordance with Applicable City Law (except as otherwise provided in Sections 3. 6 and 3. 8) and shall not prevent development of the Property for the uses provided under the Approvals, Applicable Law and this Agreement (" Permitted Uses"), or reduce the density or intensity of development, or limit the rate or timing of development set forth in this Agreement, as long as Developer is not in default under this Agreement and such development remains consistent with the Project as described in this Agreement, the Precise Plan standards and guidelines, the Master Plan, the Implementation Plan, and any related permits for construction. For any part of a Subsequent Approval request that has not been previously reviewed or considered by City ( such as additional details or plans), City shall exercise its discretion consistent with the Approvals and otherwise in accordance with City' s customary practice ( but subject to the requirements ofthis Agreement), and subject to Applicable Law. Accordingly, except as otherwise provided herein, including in the Parks Delivery Plan and Affordable Housing Delivery Plan, in no event shall City deny, or withhold issuance of a Subsequent Approval based upon items that are in compliance with the Approvals, this Agreement and Applicable City Law. Subject to the requirements of this Agreement, City shall not impose any new condition for a Subsequent Approval that conflicts with the Approvals, except when such condition is necessary to bring the Subsequent Approval into compliance with Applicable City Laws. Provided Developer has otherwise satisfied the conditions of the applicable Approval to issue a Demolition and Grading Permit, Building Permit or Certificate of Occupancy ( including but not limited to payment of any required Impact Fees), City will not withhold or delay issuance to Developer of Demolition and Grading Permits, Building Permits, or Certificates of Occupancy due to incomplete City infrastructure projects, or failure of City to have commenced any such projects, even though such project(s) are or may be related to the development that is the subject of the Demolition and Grading Permit, Building Permit, or Certificate of Occupancy. In the event that a City transportation and/or infrastructure project has not been completed or commenced, the Parties may, subject to each Party' s approval, which may be granted or denied in its sole discretion, enter into an agreement for Developer to construct such project, subject to all applicable federal, state, 24 Ordinance No. 9. 2023

and local requirements for construction projects utilizing City funds, including Prevailing Wage Laws.

Any subsequent discretionary action or discretionary approval initiated by Developer that is not otherwise permitted by or contemplated in the Project as described in this Agreement or in the Approvals or which constitutes a Material Change shall be subject to the rules, regulations, ordinances, and official policies of City then in effect, and City reserves full and complete discretion with respect to any findings to be made in connection therewith. Without limiting the generality of the foregoing, nothing in this Agreement shall be deemed to limit City' s discretion with respect to: ( i) any proposed Subsequent Approval that constitutes a Material Change; ( ii) Subsequent Approval, to the extent required by Applicable Law, of subsequent subdivision maps not contemplated by the Approvals; or ( iii) City' s ability to address any public health, or safety concerns, or to comply with Applicable Law. City shall review, process and approve, conditionally approve or disapprove Subsequent Approvals in accordance with this Agreement, including Section 6. 2, and the procedures set forth in the Existing Approvals, including the Precise Plan, the Master Plan, and the review and approvals framework in the Implementation Plan.

3. 3. 2 Review of Tree Removals. Implementation of the Master Plan will require removal of heritage and non -heritage trees on the Property, which have been broadly identified in the Master Plan arborist report; however, this Agreement and Existing Approvals do not grant City approval of any tree removals. Tree removals will be evaluated as part of subsequent zoning permit review in accordance with the Master Plan' s Tree Framework in the Implementation Plan, Applicable City Law, the Conditions of Approval, and City' s standard procedures. In no event shall City require the preservation of trees where such preservation would prevent Developer from achieving the development program outlined in the Master Plan; however, City may require Developer to use Good Faith Efforts to evaluate and consider feasible modifications to building or site designs in each subsequent zoning permit application that retains or relocates heritage and non -heritage trees.

3. 3. 3 CEQA Review. The Parties acknowledge that certain Subsequent Approvals may legally require additional analysis under CEQA. Nothing contained in this Agreement is intended to prevent or limit City from complying with CEQA. In acting on Subsequent Approvals, City will rely on the Project CEQA Documentation to the fullest extent permissible by CEQA, including CEQA Guidelines Sections 15168( c)( 2), 15182, and 15183, as determined by City in the exercise of its independent judgment. In the event additional environmental review is required for a Subsequent Approval, City will limit such additional review to the scope of analysis mandated by CEQA and the subject matter of the Subsequent Approval, and will diligently conduct such additional review at Developer' s expense, all as determined by City as the lead agency under CEQA in the exercise of its independent judgment and otherwise in a manner consistent with CEQA and Applicable Law.

3. 3. 4 Multimodal Transportation Analysis ( MTA). The Parties acknowledge that certain Subsequent Approvals, based on preparation of detailed site and building design plans, may require preparation of subsequent MTAs that could result in alterations to lots, public easements, or improvements shown on the Vesting Tentative Map and/or minor deviations from the Master Plan or modifications to or new Exactions (but not modified or new Impact Fees during 25 Ordinance No. 9. 2023

the Fee Lock Period). Any modification as a result of any subsequent MTA, may be implemented without the need to amend the Vesting Tentative Map or approve a separate tentative map, or amend the Master Plan.

3. 3. 5 Master Encroachment Agreement for District Utility System.

Notwithstanding anything to the contrary in this Agreement or the City Code, including but not limited to Chapter 38 ( Regulating the Use of City Parks and Other City Facilities), the Parties agree that if Developer pursues a District Utility System and encroachments in the public right of way and on public land are required, the encroachments identified on the Vesting Tentative Map shall be permitted under the Master Encroachment Agreement; any additional encroachments and any modifications to the encroachments identified in the Vesting Tentative Map may be approved by the City Manager in their sole discretion. The Master Encroachment Agreement shall be on City' s then current form of master encroachment agreement modified to include the terms identified in Exhibit N, and otherwise shall be in a form approved by the City Attorney.

3. 3. 6 No Historical Value. City finds and acknowledges that as of the Effective Date no existing structures or buildings present on the Property are of any historical value or significance, regardless of age. So long as this Agreement is in effect, City further agrees not to take actions on its own initiative which may result in City' s designation, recognition, or acknowledgement of the local historical significance of any structure or building present on the Property nor will City petition the State or Federal government to add any such structure or building to a State or Federal historic list.

3. 4 Permitted Uses. The Permitted Uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, provisions for reservation or dedication of land for public purposes, the installation, location, and maintenance of on -site and off -site improvements, the installation and location of public utilities and/ or private District Utility Systems and District Central Plant, and other terms and conditions of development applicable to the Property shall be those set forth in this Agreement, the Approvals, and any amendments to this Agreement or the Approvals made in accordance with this Agreement, and shall be considered vested for the Term.

3. 5 Development Phasing, Timing and Restrictions.

3. 5. 1 Project Phasing and Timing.

3. 5. 1. 1 The Parties agree that the Project will be developed in the Phases as described in the Phasing Plan attached as Exhibit D. IfDeveloper desires to modify the Phasing Plan, such alteration shall not be deemed a Material Change or in conflict with this Agreement.

Developer shall have the right to incrementally develop each Phase (and subsequently may submit multiple applications for Subsequent Approvals per Phase), and to determine the sequencing of delivery within any Phase. In addition, in all events construction of utilities, streets and other infrastructure must occur as and when needed to ensure that each Phase or increment thereof as built can function appropriately, as determined by City in its reasonable discretion, if no remaining portion of the Project is developed. The Parties acknowledge and agree that during the Term, Developer shall have the right, in its sole and absolute discretion, to determine the allocation of Existing FAR and Nonresidential Bonus FAR based on the remaining balance of each, including 26 Ordinance No. 9. 2023

allocation of a combination of the two, on any development site within the Property, provided that any such allocation otherwise complies with the obligations associated with the square footage being allocated, including, without limitation, payment of applicable Impact Fees, and satisfaction of any Community Benefits or Public Benefits that correspond to such square footage.

3. 5. 1. 2 Subject to the foregoing limitations and the terms and conditions in this Agreement, including the Parks Delivery Plan and Affordable Housing Delivery Plan, the Parties acknowledge that (i) Developer shall have no obligation to develop or construct the Project or any component of the Project, and if Developer does not proceed with development or construction of the Project, then Developer shall not be obligated under Article 5 of this Agreement except for Developer' s obligation under Section 5. 5. 1 to make the First People Centric Fund Payment), and ( ii) Developer cannot guarantee the exact timing or sequence in which Phases will be constructed and whether certain development will be constructed at all. Such decisions depend upon numerous factors which are not all within the control of Developer. It is the intent of City and Developer that, notwithstanding any future amendment to the Applicable City Law or the adoption of any ordinance, resolution, order, policy, plan, rule, procedure, standards, specifications, guidelines or other regulations ( whether amended or adopted by means of an ordinance, City Charter amendment, initiative, resolution, policy, order, or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council, Planning Commission, Zoning Administrator, or any other board, commission, or department of City or any officer or employee thereof, or by the electorate by referendum or initiative), Developer, subject to the terms of this Agreement, including the Phasing Plan, Parks Delivery Plan, and Affordable Housing Delivery Plan requirements, may develop the Project at such rate and times as Developer deems appropriate within the exercise of its sole and subj ective business judgment. Prior to Commencing Construction of each Phase, Developer shall submit to City applications for all applicable permits and licenses, including zoning, building and fire permits, offsite plans, a phased final map and business licenses, in accordance with the procedures and requirements set forth in the City Code and the Precise Plan.

3. 5. 1. 3 Subsequent Approval zoning permits consistent with the Existing Approvals are required for each phase of development; such zoning permits may include increments of Phases at the discretion of Developer. Certain zoning permits require approval at a duly noticed Administrative Zoning public hearing, while others may be approved administratively by City staff. All required zoning permits must be in effect prior to submitting for building and fire permits. While this Agreement extends the life of the Existing Approvals for the Term of this Agreement as provided in Section 2. 3, in order to maintain consistent review procedures and demonstrate development progress, each Subsequent Approval shall be valid for the term specified in the Applicable City Law and be eligible for extension as may be allowed by the Applicable City Law; provided, however, per the Existing Approvals, each zoning permit for new construction shall have a term of four (4) years with no permit extension and provided further that, during the term of each such Subsequent Approval, Developer shall, except as otherwise set forth in the Parks Delivery Plan and Affordable Housing Delivery Plan, be entitled to apply for, process and obtain building permits and any other City permits and introduce uses in reliance on that Subsequent Approval during the valid entitlement period of that Subsequent Approval even after termination of this Agreement, provided such termination shall not have occurred as a result of Developer' s breach of this Agreement. Should a Subsequent Approval expire, and if Developer still wishes to pursue development pursuant to the Subsequent Approval, Developer shall reapply, pay new 27 Ordinance No. 9. 2023

Processing Fees, and be subject to the approval process specified in the Existing Approvals, and to the extent not addressed in the Existing Approvals, Applicable City Law.

3. 5. 1. 4 Because the Project will be built out over a number of years, the amount and timing of Required Exactions, Community Benefits, and Public Benefits are allocated by square footage of North Bayshore Nonresidential Bonus FAR development, number of residential units, and/ or applications to construct vertical improvements on particular blocks or parcels. The scope and timing of infrastructure that is associated with specific blocks, parcels, or buildings, will be consistent with the Approvals and this Agreement. Developer shall meet its obligations to pay Impact Fees and provide the Required Exactions, Community Benefits and Public Benefits described in Approvals and this Agreement as and when required by the terms of this Agreement and the Approvals.

3. 5. 1. 5 Developer shall obtain a phased final map and enter into one or more public improvement agreements in City' s standard form and as approved by the City Attorney before Commencing Construction of any building, infrastructure, or site preparation for land to be dedicated to City. The time limits for completion of off -site improvements as specified in City' s improvement agreement or conditions of the Approvals shall govern, unless other time limits are specified in this Agreement in which case this Agreement shall control. Developer is not required to obtain one final map for the entire Property, but can obtain multiple final maps, one for each Phase or building parcel, as desired.

3. 6 Applicable City Law Governs. Development of the Property shall be subject to all Applicable Law, except as otherwise provided herein. If and to the extent any New City Law, including any change in the City' s Charter, ordinances, resolutions, orders, rules, official policies, standards, specifications, plans, guidelines or other regulations ( whether adopted by means of an ordinance, City Charter amendment, initiative, resolution, policy, order, or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council, Planning Commission, Zoning Administrator, or any other Board, Commission, or department of City or any officer or employee thereof, or by the electorate by referendum or initiative) is in conflict with the Approvals, Applicable City Law, or the provisions of this Agreement, then the Approvals, Applicable City Law, and the provisions of this Agreement shall prevail, except as otherwise specified herein. For the purposes of this Section 3. 6, any New City Law shall be deemed to conflict if it purports to:
a) limit or reduce the density or intensity of the Project, or any part thereof, or otherwise require any material reduction in the square footage of a building or any reduction in the number of proposed buildings or relocate, change or reduce other Project improvements from that permitted under this Agreement, Applicable City Law, or the Approvals; ( b) limit or reduce the height or bulk of the Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings or other improvements that are part of the Project from that permitted under this Agreement, Applicable City Law, or the Approvals; ( c) reduce or relocate the allowed location of vehicular access or parking from that described in the Approvals; (d) prohibit any Project land uses from that permitted under this Agreement, Applicable City Law, or the Approvals; ( e) limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of the Project in any manner, including the demolition of existing buildings on the Property, except as otherwise provided in this Agreement, including the Parks Delivery Plan and Affordable Housing Delivery Plan, Applicable City Law or the Approvals; ( f) limit the location of building sites, grading or other improvements on the 28 Ordinance No. 9. 2023

Property in a manner that is inconsistent with the Existing Approvals; ( g) limit or control the ability to obtain public utilities, services, infrastructure, or facilities (provided, however, in no event shall the Project be subject to any hookup bans or similar moratoria or be construed as a reservation of any existing sanitary sewer or potable water capacity); ( h) impose requirements for reservation or dedication of land for public purposes or requirements for infrastructure, public improvements, or public utilities, other than as provided in or contemplated by the Approvals or this Agreement, including the Parks Delivery Plan and Affordable Housing Delivery Plan; ( i) during the Fee Lock Period, increase any Existing Impact Fees by amounts in excess of the existing escalation provisions or impose any new Impact Fees beyond those listed in Exhibit I; (j) require the issuance of permits or approvals by City other than those required under Applicable City Law, except as may be allowed under Section 3. 6. 1 below; or (k) require or necessitate the re -design ofthe Project during building permit review following approval of a subsequent zoning permit unless required by Applicable Law or as may be allowed under Section 3. 6. 1. Nothing in this Agreement shall prohibit Developer from challenging the New City Law, and, to the extent such challenge is successful, this Agreement shall remain unmodified and in full force and effect and neither the Project nor the Property shall be subject to such New City Law.

3. 6. 1 Potential New City Laws. Notwithstanding anything to the contrary in this Agreement, the following " New City Laws" shall apply to development of the Property:

3. 6. 1. 1 New City Laws that relate to hearing bodies (except for any New City Laws that create new hearing bodies), petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and any other matter of procedure imposed at any time, provided such New City Laws are uniformly applied on a City-wide or Precise Plan area basis to all substantially similar types of Development Projects and properties, and such procedures are not inconsistent with procedures set forth in the Approvals or this Agreement and do not alter the final decision -making body for Subsequent Approvals in place as ofEffective Date;

3. 6. 1. 2 Other New City Laws that are determined by City to be reasonably required in order to protect occupants of the Project, and/or residents of City, from a condition dangerous to their health or safety, or both, as further described in Section 8. 4;

3. 6. 1. 3 Other New City Laws that are enacted in order to comply with changes in applicable State or Federal law; provided that any such New City Laws shall be subject to Section 3. 6. 2 as if such New City Laws were passed by an Other Agency;

3. 6. 1. 4 Other New City Laws that do not conflict (as defined in Section

3. 6 above) with the Applicable City Law, this Agreement or the Approvals, provided such New City Laws are uniformly applied on a City-wide or Precise Plan area basis to all substantially similar types of Development Projects and properties. Developer acknowledges that, as of the Effective Date, City is currently developing a biodiversity strategy that will result in New City Laws impacting private property development and City policy regarding public property, parks and right-of-way improvements all related to landscaping regulations ( including trees), urban forestry requirements, and site design. Additionally, City plans to consider New City Laws related to reducing light pollution in the local environment. In response to any New City Laws with respect to the foregoing, Developer agrees to ( a) comply with any plant ( including tree) palette changes adopted as part of any such New City Laws, and ( b) prepare a light pollution reduction plan for 29 Ordinance No. 9. 2023

the Project that will include practices to curtail obtrusive light, while managing energy consumption, disruption of ecosystem and wildlife, human health and security, provided that (i) any such modified or new landscaping, biodiversity and light pollution requirements are otherwise applicable to the type of development proposed for the Project, and (ii) Developer has not already submitted to City a Building Permit application or other similar City permit applications for the applicable improvements; and

3. 6. 1. 5 Other New City Laws that do not apply to the Property and/ or the Project due to the limitations set forth above, but only to the extent that such New City Laws are accepted in writing by Developer in its sole discretion, except as otherwise provided herein.

To the extent one or more New City Laws apply to the Property and/ or Project in accordance with the terms set forth above, the Applicable City Law applicable to the Property and/ or Project shall be deemed modified to include such New City Law. Notwithstanding the foregoing, if there is a disagreement between Developer and City regarding whether a New City Law creates a conflict, then Developer and City shall promptly meet and confer and use Good Faith Efforts to reach agreement on (i) whether there is a conflict, (ii) whether the New City Law would result in a cost increase that is material in light of the total cost of the applicable Project Phase, and, if so, ( iii) ways to substantially offset such material cost increase.

3. 6. 2 Other New Applicable Laws. If any Other Agency passes any law or regulation or makes changes to any existing law after the Effective Date which prevents or precludes compliance with one or more provisions of this Agreement or requires changes in plans, maps, or permits approved by City notwithstanding the existence of this Agreement, then the provisions of this Agreement shall, to the extent feasible, be modified or suspended as may be necessary to comply with such new or modified law or regulation. Immediately after enactment of any such new or modified law or regulation, the Parties shall meet and confer and use Good Faith Efforts to determine the feasibility of any such modification or suspension based on the effect such modification or suspension would have on the purposes and intent of this Agreement. In addition, Developer shall have the right to challenge the Other Agency' s new or modified law or regulation preventing compliance with the terms of this Agreement, and, to the extent such challenge is successful, this Agreement shall remain unmodified and in full force and effect; provided, however, that Developer shall not develop the Project in a manner clearly inconsistent with a new or modified law or regulation applicable to the Project and adopted by any Other Agencies, except to the extent that enforcement of such law or regulation is stayed or such law or regulation is repealed or declared unenforceable or such law or regulation is not applicable to Development Projects as to which a development agreement has been executed. If any such new or modified law or regulation would materially and adversely affect the construction, development, use, operation, or occupancy of the Proj ect or Property as contemplated by the Approvals then in effect, or any material portion thereof, such that the Project becomes economically infeasible as reasonably determined by Developer, then Developer, subject to its concurrent relinquishment of any and all then -remaining rights to the allocation of up to 1, 303, 250 square feet of North Bayshore Nonresidential Bonus FAR and rescission of all Approvals with respect to any future development pursuant to such Approvals, shall have the right to terminate this Agreement, upon not less than thirty (30) days prior written notice to City. Notwithstanding any such termination, Developer shall be required to satisfy its obligations under this Agreement to pay required Impact Fees and provide the Required Exactions, Community Benefits and Public Benefits described in this Agreement and 30 Ordinance No. 9. 2023

the Approvals ( i) in connection with any new Building or other improvement as to which Developer has Commenced Construction or (ii) in connection with any then -existing Subsequent Approval pursuant to which Developer Commences Construction, and without refund of any payments, unwinding of any conveyances, cancellation of dedications or Irrevocable Offers, or otherwise reversing any contributions previously made by Developer. Prior to exercising the foregoing right to terminate this Agreement, Developer shall have the right to require City to meet and confer with Developer in order to determine the potential for changes to the Project that might mitigate the effect of any such new or modified law on the Project' s feasibility. City agrees to use Good Faith Efforts to work with Developer to identify any mutually agreeable changes.

3. 6. 3 Record of Applicable City Law and Approvals. Prior to the Effective Date ofthis Agreement, the Parties shall prepare two sets ofthe Existing Approvals and Applicable City Law applicable to the Project as of the Effective Date, one set for City and one set for Developer, to which shall be added from time to time, Subsequent Approvals and New City Laws, so that if it becomes necessary in the future to refer to any of the Approvals or Applicable City Law, there will be a common, current set available to the Parties. Failure to include in the sets of Approvals and Applicable City Law any Subsequent Approval, rule, regulation, policy, standard, or specification that is within the Applicable City Law and Approvals as described in this Agreement shall not affect the applicability of such Subsequent Approval, rule, regulation, policy, standard, or specification.

3. 7 Mitigation Measures and Conditions. If Developer constructs any portion ofthe Project, Developer shall to the extent applicable to such construction, satisfy and comply with the mitigation measures specified in the MMRP as well as all conditions of the Approvals for the Project, which are incorporated in this Agreement by reference. Developer' s obligations under this Section 3. 7 shall survive the expiration or earlier termination of this Agreement.

3. 8 Applicable Codes.

3. 8. 1 General Rule. Unless otherwise expressly provided in this Agreement, the Project shall be constructed in accordance with the provisions of the Construction Codes in effect at the time of application submittal of the appropriate Building Permit, Demolition and Grading Permit, Demolition Permit, or other construction permit( s) for the Project. As used herein, Construction Codes" means, collectively, the Building Codes and Guidelines and the City Construction Specifications. " Building Codes and Guidelines" means and includes ( a) the California Building Standards Code, California Fire Code and California Energy Code as adopted in Title 24 of the California Code of Regulations, ( b) City Solid Waste Program Development Guidelines, ( c) City Customer Guidelines for Recycled Water Use, and ( d) City Stormwater Quality Guidelines for Development Projects, as each may be amended from time to time, as each relates to building standards. " City Construction Specifications" means ( i) City Public Works Department Standard Provisions and Standard Details and ( ii) City' s other standard construction specifications. For avoidance of doubt, as used in this Section 3. 8, the term Building Codes and Guidelines includes any and all provisions in the California Building Standards Code, California Fire Code and California Energy Code, as each may be amended from time to time, that City may adopt from time to time and apply to construction and building standards. 31 Ordinance No. 9. 2023

3. 8. 2 Exceptions. Notwithstanding Section 3. 8. 1, but subject to the qualifications in this Section 3. 8. 2, if Developer submits a complete building and/ or excavation permit application which also includes detailed design plans for substantially all of the District Utility System within a given Phase to City for review, new City Construction Specifications adopted by City after the date of such submission which would require redesign of the District Utility System as it has been permitted by City shall not apply. City further agrees that new City Construction Specifications adopted by City after the Effective Date of this Agreement shall not apply to other horizontal infrastructure in the public right-of-way for the Project ( e. g. roadways, pedestrian/ bicycle paths, sidewalks, public utility infrastructure), if the application of such new City Construction Specifications would (i) limit or reduce the density or intensity of the Project, ii) require any material reduction in the square footage, height or bulk of a proposed building or any reduction in the number of proposed buildings, or ( iii) require Developer to install new or modified public improvements not required by the Existing Approvals if doing so would result in a cost increase to Developer that is material in light of the total cost of the applicable Project Phase.

The exceptions authorized by this Section 3. 8. 2 shall not apply to the extent new City Construction Specifications have been adopted for the express purpose of either ( a) protecting public health or safety or ( b) complying with new regional, State, or Federal laws or regulations. The exceptions in this Section 3. 8. 2 shall only apply during the life of the Vesting Tentative Map that otherwise would be in effect pursuant to California Government Code Section 66452.6 ( or any successor law) if not for this Agreement.

3. 9 Encroachment and Excavation Permits.

3. 9. 1 City Permits. The Project will require one or more City encroachment and/ or excavation permit(s) for infrastructure improvements in or on City' s right-of-way, City public land, or City easement areas. Subject to Section 3. 8. 2, such improvements will be constructed in accordance with the latest version in effect at the time of application submittal for the required permit for such infrastructure, including, but not limited to, the Standard Provisions and Standard Details ofthe City of Mountain View, Design Details of the City of Mountain View, the Standard Specifications of the Department of Transportation of the State of California Caltrans) dated 2018 and subsequent updates to that 2018 edition, the Standard Plans of the Department of Transportation of the State of California ( Caltrans) dated 2018 and subsequent updates to that 2018 edition, the latest version of the California Manual of Uniform Traffic Control Devices, and the Project improvement plan( s) prepared by the Project' s engineer( s) and as approved by the City Engineer in tandem with required permit(s). City agrees to extend the timeline for removal of improvements installed under a City -issued standard encroachment agreement to one hundred eighty ( 180) days ( except in the event of an emergency) as provided in Exhibit O. Removal requirements with respect to any District Utility System encroachments are addressed separately in the Master Encroachment Agreement Terms in Exhibit N to this Agreement.

3. 9. 2 Other Permits. As deemed necessary based on location of construction activity, Developer shall apply for a Caltrans encroachment permit for all work within Caltrans jurisdiction and apply for permits and inspections with VTA for any bus stop modifications and upgrades on Shoreline Boulevard and Charleston Road. Any work within the State right-of-way must be in accordance with Caltrans requirements. For any work within the right- of-way of another jurisdiction, Developer shall apply for the appropriate encroachment permit ( or as otherwise 32 Ordinance No. 9. 2023

required by the jurisdiction) from such jurisdiction, and all such work must be in accordance with the jurisdiction' s requirements.

3. 10 Optional District Utility System. Developer may propose establishing a private district utility system serving portions of the Project, including a District Central Plant located on Parcel SB 12 as shown on the Vesting Tentative Map and underground lines, which may provide one or more services including thermal energy ( heating and cooling) and electric power and potentially recycled water and wastewater ( each discrete activity, a " District Utility System").

Each District Utility System shall be subject to City review and approval as part of a Subsequent Approval and shall be subject to all City or Other Agency Approval and permitting processes required for such District Utility System, including execution of a Master Encroachment Agreement between Developer and City as more specifically set forth in Section 3. 3. 5 above. For Sanitary Sewer and Recycled Water services, the Developer intends to connect and rely on City systems described in Master Plan Sections 2. 1 ( City Sanitary Sewer System) and 2. 2 ( City Recycled Water System). In the event the Developer can justify to City why City' s recycled water quality is not acceptable, in terms of potential impacts on landscaping or plumbing systems, City and the Developer shall reconvene to discuss options for the Developer to improve the quality on - site through additional treatment, blending, or other processes. If such processes are inadequate or otherwise impractical, City and Developer will discuss if and how private and collaborative options for wastewater collection, treatment, and recycled water distribution described in Master Plan Sections 3. 4 ( District Systems Wastewater Collection and Treatment System), 3. 5 ( District Systems Non -Potable Water Distribution System), and 3. 6 ( District Water: Collaborative Option) may be deployed in the Project.

3. 11 Water and Sewer Capacity. City has found the Project to be consistent with the General Plan which anticipates that there will be sufficient potable water and sanitary sewer capacity to serve future development contemplated by the General Plan, including the Project.

However, nothing in this Agreement shall be deemed to exempt the Project or the Property or any portion thereof from any water use rationing requirements that may be imposed on the City system on a City-wide basis from time to time or be construed as a reservation of any existing sanitary sewer or potable water capacity. If District Utility Systems for wastewater collection, treatment, and recycled water distribution are pursued by Developer, usage fees for sewer shall apply based on actual demand placed on the respective City systems at rate( s) to be determined by City.

3. 12 Construction and Residential Parking and Construction Stating. Developer may from time to time request use of City -owned land for construction staging or temporary parking related to development of the Project, including temporary residential parking until such time as sufficient district parking facilities have been constructed. If such use is approved by City in its discretion at the time it is proposed, such use shall be subject to a construction staging license agreement or temporary residential parking license agreement in form reasonably acceptable to City and approved by the City Attorney, which includes, among other terms and conditions, payment of a fair market value license fee and insurance and indemnity requirements. Subject to compliance with any parking management requirements in the Approvals, without prior approval from City, Developer may also utilize existing or future surface parking lots on privately owned land within the Property for construction staging, or for temporary residential parking or office parking until such time as sufficient district parking facilities have been constructed. 33 Ordinance No. 9. 2023

3. 13 Public Rights of Way and Right of Way Easements. City acknowledges that Developer' s donation of land for new public rights of way within the Property shall serve as consideration for City' s vacation of any right of way easements required for development of the Project, because the City has determined that the value of the donated land substantially exceeds the value of the vacated right of way easements. Accordingly, no additional fee or payment from Developer shall be required for such vacation If, as the result of future changes the value of the land donated by Developer for new public rights of way is less than the value of the vacated right of way easements, Developer shall be required to pay to City an amount equal to the difference in value prior to City vacating such right of way.

3. 14 Private Streets. If Developer provides District Utility Systems, certain private streets may be constructed to allow for District Utility System routing. If District Utility System routing does not require construction of a street as a private street, then, at the time of zoning permit application, Developer may request to designate as a public street any street previously identified in the Master Plan as a private street, which City shall consider in its reasonable discretion, and which shall not constitute a Material Change. If, after a private street has been constructed, it is determined that such private street is not required for District Utility System routing, Developer may offer such private street to City as a public street, and City will determine in its sole discretion whether to accept dedication of any formerly private street as a public street.

3. 15 Intentionally Omitted.

3. 16 Transportation Demand Management Plan. The Parties shall negotiate and execute a TDM Agreement in a form reasonably acceptable to City prior to implementation of an Office Trip Cap. Until such time as the Parties enter into the TDM Agreement all applicable site specific project trip and headcount caps and monitoring requirements set forth in the conditions of approval for those properties shall apply. The TDM Agreement will include, among other terms, the TDM Agreement Terms. The TDM Agreement shall remain in full force and effect notwithstanding the expiration or earlier termination of this Agreement.

ARTICLE IV

FEES, TAXES AND ASSESSMENTS

4. 1 Impact Fees.

4. 1. 1 Parkland Impact Fees. City and Developer agree to apply a negotiated Project -specific parkland impact fee (" Parkland Impact Fee") to the Project for the entire Term of this Agreement, including any Term Extension. The negotiated Project -specific Parkland Impact Fee is the same as the Impact Fees for parkland that would otherwise be due under City' s existing Impact Fee program in effect on the Effective Date but escalated annually by CCI and not per acre land value. The Parkland Impact Fee formula is more particularly shown in Attachment 1 to Exhibit I and is to be paid on a per unit basis. Because the Parties have agreed to a negotiated formula for Parkland Impact Fees, new parkland -related Impact Fees and/ or future increases or reductions of existing parkland Impact Fees that City may adopt during the Term shall not apply to the Project.
34 Ordinance No. 9. 2023

4. 1. 2 Other Impact Fees During Fee Lock Period. In addition to the Parkland Impact Fees addressed in Section 4. 1. 1 above, during the Initial Term, including any extension thereof for Force Majeure Delay as provided in Section 8. 2.2 (" Fee Lock Period"), City shall only impose those Impact Fees that City has adopted as ofthe Effective Date (" Existing Impact Fees"), as itemized on Exhibit I, subject to all Existing Impact Fee escalation provisions in effect on the Effective Date. For the avoidance of doubt, the Parties acknowledge and agree that Existing Impact Fees may be modified, for example, to comply with the requirements ofthe Mitigation Fee Act through the adoption of new nexus studies, and that Developer is obligated to pay the Existing Impact Fees during Fee Lock Period even ifthe Existing Impact Fee is replaced with a new Impact Fee that serves substantially the same purpose as the Existing Impact Fee provided, however, Developer shall only be required to pay the amount of the Existing Impact Fee subject to all Existing Impact Fee escalation provisions in effect on the Effective Date.

4. 1. 3 Impact Fees Following Expiration of Fee Lock Period. Except as otherwise provided in Section 4. 1. 1 above and in this Section 4. 1. 3 below, following expiration of the Fee Lock Period, City may impose and Developer shall pay any and all new Impact Fees adopted after the Effective Date which are in effect and any increases in Existing Impact Fees above and beyond existing escalation provisions, if any, provided, however: ( a) Developer shall receive a credit equal to the amount of Public Benefits ( but not including Eco Gem Developer Funding) that Developer has provided (i.e., up to Thirteen Million Five Hundred Thousand Dollars 13, 500, 000), plus the product of $13, 500,000 ( or the then -remaining balance thereof) times the percentage increase in CPI between the Effective Date and the date on which Developer is obligated to pay any such new Impact Fees or increases ( above and beyond existing escalation provisions) in Existing Impact Fees) towards any such new or increased Impact Fees; and ( b) no new or increased Impact Fees shall be charged on residential development, and ( c) redevelopment of Existing FAR shall not be subject to the new or increased Impact Fees.

4. 1. 4 Impact Fee Credits. Developer shall receive credit for the payment of Impact Fees in accordance with the provisions of the City Code, Applicable City Law, and as identified in this Section 4. 1. 4 and Section 4. 1. 3.

4. 1. 4. 1 Impact Fee Credit for Replacement of Existing Office Space.

The Parties acknowledge that the Property currently contains 1, 814,681 gross square feet of space in existing office buildings and 11, 056 gross square feet of space in existing retail buildings.

Developer will need to demolish a substantial portion ofthis space in order to build out the Project.

The current address and square footage of each existing building is set forth in Exhibit C Table C2. In calculating Impact Fees based on net new square footage, Developer shall receive credit for demolition of existing office and retail buildings on the Property based on Table C2; provided, however, in the event a building is only partially demolished, then such credit shall be based on the actual amount of demolished square footage as set forth in the City -issued Demolition Permit.

Square footage credit will be earned for each existing building when demolition is complete as determined by City, and thereafter shall accumulate in an Office- and Retail -related Impact Fee credit ledger as maintained and updated from time to time, as appropriate, by City. City will maintain the credit balance as a cumulative total based on demolition completed to date and Demolition Permits and Building Permits issued for new construction to date. Upon Developer' s request, City shall provide Developer a report showing demolished office Impact Fee credit additions and subtractions. Developer acknowledges and agrees that Impact Fee credits can only 35 Ordinance No. 9. 2023

be utilized to offset Developer' s obligation to pay the applicable Impact Fee and in no event will Developer be entitled to any refund or payment for unused credits.

4. 1. 4. 2 Impact Fees for Grocery Store( s). Developer acknowledges the community' s strong interest in locating a grocery store( s) within the Precise Plan area to serve new and existing residents. As such, Developer shall make Good Faith Efforts to negotiate a lease with a grocery store operator( s) to locate in Active Use Space. To further encourage and support attracting grocery store uses, City agrees that, upon issuance of a Certificate of Occupancy for a grocery store( s), Developer shall receive a credit against future Impact Fees otherwise owed for the Project equal to the Impact Fees paid by Developer for the grocery store( s), except that Developer shall pay the required Nonresidential Housing Impact Fee for said grocery store space( s).

4. 1. 5 Prepayment of Impact Fees. Developer may elect, in its sole discretion, to prepay any Impact Fee at any time before it would otherwise be due for payment. Any prepaid Impact Fee shall not be subject to increases to such Impact Fee between the time of prepayment and the time it would otherwise be due for payment resulting from ( a) escalation provisions in effect on the Effective Date imposed pursuant to Section 4. 1. 2 or (b) increases above and beyond existing escalation provisions imposed pursuant to Section 4. 1. 3; provided, however, nothing herein shall be deemed to exempt Developer from the obligation to pay new Impact Fees that are adopted after the date of prepayment and that are otherwise payable by Developer under Section

4. 1. 3. Developer agrees that any prepayments of Impact Fees shall not be subject to any restrictions regarding the timing of payments that otherwise might apply to payment of Impact Fees, including but not limited to the Mitigation Fee Act. If Developer prepays any Impact Fee and ( i) later elects not to build the square footage for which an Impact Fee was prepaid, then Developer shall not be entitled to any credit or refund for excess prepayment, or (ii) later develops more square footage than paid for, then Developer shall pay the difference in the amount as required under this Agreement and shall otherwise make such additional payment at the time and in the manner required under this Agreement.

4. 2 Processing Fees. City may charge, and Developer is obligated to pay, all Processing Fees for processing applications for Subsequent Approvals or otherwise related to implementing development of the Project, plus all cost recovery fees, including for any required supplemental or other further environmental review, or any other studies needed in the course of permit review, plan checking and inspection and monitoring, at the rates which are in effect at the time those permits, approvals, entitlements, reviews, or inspections are applied for, requested or required. By entering into this Agreement, Developer accepts and shall not protest or challenge imposition of the types and amounts of Processing Fees in effect as of the Effective Date.

Developer acknowledges that: (a) certain application Processing Fees may be set in fixed amounts for each application or task as stated in City' s Master Fee Schedule, which is charged at the amount in effect as of application submission and paid as a condition to City accepting an application; b) certain application Processing Fees may be based on actual staff time worked, which is charged at the hourly rate set by City for the work at the time the work occurs, which may be increased from time to time, and which shall be paid by advance deposit which City may require to be supplemented from time to time; and ( c) certain application Processing Fees may be required to pay for third party assistance, including but not limited to plan checkers, environmental consultants and outside legal counsel, which also shall be paid in full prior to commencement of such work. 36 Ordinance No. 9. 2023

The above noted Processing Fees may also be captured in a separate Staffing and Processing Agreement executed by the Parties which could support implementation of the Project in a timely fashion. If the Parties enter into a separate Staffing and Processing Agreement, then, in the event of a conflict between the provisions of this Agreement and the Staffing and Processing Agreement, the provisions of the Staffing and Processing Agreement shall control.

4. 3 Connection Fees. Developer shall pay any Connection Fee assessed by utility providers, City and Other Agencies at the rates in effect from time to time.

4. 4 Other A2encv Fees. Nothing in this Agreement shall preclude City from ( i) collecting Other Agency Fees from Developer that are imposed on the Project by an Other Agency having jurisdiction over the Project and which City collects on behalf of such Other Agency; or ii) withholding permit issuance until proof of payment by Developer of such Other Agency Fees has been received by City if such withholding of permits is a City-wide practice.

4. 5 Taxes and Assessments. Developer covenants and agrees to pay prior to delinquency (i) all existing taxes and assessments and (ii) subject to the terms of this Section 4. 5, any and all new taxes or assessments that are adopted after the Effective Date. As of the Effective Date, City is unaware of any pending efforts to initiate, or consider applications for new or increased special taxes or assessments covering the Property, or any portion thereof. Subject to the terms of this Agreement, City shall retain the ability to initiate or process applications for the formation of new assessment districts or imposition of new special taxes covering all or any portion of the Property, but only if such taxes or assessments are adopted by or after voter approval, or approval by the landowners subject to such taxes or assessments, as applicable, and are imposed on other land and Development Projects of the same general category within the jurisdiction of City in a reasonably proportional manner as determined by City, and, as to assessments, only if the impact thereof does not fall disproportionately on the Property as compared to the benefits accruing to the Property as indicated in the engineers report for such assessment district. Nothing herein shall be construed so as to limit Developer from exercising whatever rights it may have in connection with protesting or otherwise objecting to the imposition of taxes or assessments on the Property. In the event an assessment district is lawfully formed to provide funding for services, improvements, maintenance, or facilities which are substantially the same as ( i) those services, improvements, maintenance, or facilities being funded by the Impact Fees or Required Exactions to be paid by Developer under the Approvals or this Agreement, or ( ii) those services, improvements, maintenance, or facilities that Developer is obligated to construct or perform pursuant to this Agreement or the Approvals, then any such Impact Fees or Required Exactions payable by Developer, or obligations to construct or perform, shall be subject to reduction/credit in an amount equal to Developer' s new or increased assessment under the assessment district.

Alternatively, the new assessment district shall reduce/ credit Developer' s new assessment in an amount equal to such Impact Fees or Exactions to be paid by Developer or the value of the work or service performed or to be performed under the Approvals or this Agreement. In calculating any reduction or credit, the Parties shall take into account the timing of payment of the Impact Fee or Exaction and the new or increased assessment.

4. 6 Failure to Pay Fees. In addition to any other remedies provided for by this Agreement, the failure of Developer to timely pay any applicable fees shall be grounds for City to refuse issuance of any permit required for development, and, if a permit has nevertheless been 37 Ordinance No. 9. 2023

issued, City may refuse issuance of a Certificate of Occupancy or Temporary Certificate of Occupancy for such building. City shall promptly issue the Certificate of Occupancy or Temporary Certificate of Occupancy, following Developer' s payment of the applicable fee( s) or Developer' s cure or satisfaction of the fee payment obligation in accordance with this Agreement.

ARTICLE V

EXACTIONS, COMMUNITY BENEFITS AND PUBLIC BENEFITS

5. 1 Required Exactions. In addition to the mitigation measures specified in the MMRP and other Exactions that City may require under the Approvals, Applicable Law and this Agreement, Developer agrees that the Exactions set forth in this Section 5. 1 ( collectively, Required Exactions") are of particular importance to City and the community, and Developer accepts such Required Exactions and agrees that such Required Exactions are justified, appropriate and in compliance with Applicable Law. Developer agrees not to challenge any Required Exactions and to deliver such Required Exactions as and when required by this Agreement and the Approvals.

5. 1. 1 Affordable Housing. As more fully set forth in the Conditions of Approval and the Affordable Housing Delivery Plan, Developer shall satisfy its below -market -rate housing obligation under Article XIV ( Affordable Housing Program) of Chapter 36 ( Zoning) of the City Code, the Precise Plan, and Section B of the North Bayshore Precise Plan Affordable Housing Administrative Guidelines, to provide fifteen percent ( 15%) of the total residential units at affordable rent or sales prices to obtain Tier I Residential Bonus FAR, as follows:

5. 1. 1. 1 As a condition to issuance of the first Building Permit, Developer shall have provided an Irrevocable Offer for the Affordable Housing Sites shown as parcels JS3, JS4, and PE2 on the Vesting Tentative Map. City agrees to defer accepting the Irrevocable Offers for parcels JS3, JS4 and PE2 until January 31, 2029, and the terms of the Irrevocable Offer shall include that the offer is conditioned upon such deferrals; provided, however, that Developer may waive such condition and provide for the City to accept the Irrevocable Offers on an earlier date. Subject to Section 5. 1. 3 below, Developer shall make further Irrevocable Offers ofAffordable Housing Sites to ensure that development ofAffordable Housing units equal to at least fifteen percent ( 15%) of the total number of market rate residential units for which building permits have been issued can be accommodated on the Affordable Housing Sites which have been Irrevocably Offered to City, as more particularly set forth in the Approvals and the Affordable Housing Delivery Plan. Developer shall ensure that each Affordable Housing Site is in the Required Condition at the time City accepts the Irrevocable Offer of the applicable Affordable Housing Site. Subject to any continuing obligations of Developer with respect to the Required Condition, upon City' s acceptance of the Irrevocable Offer for the Affordable Housing Site, Developer shall have no further obligation with respect to such accepted Affordable Housing Site. If Developer has not obtained a Building Permit prior to February 1, 2029, then, as a condition to issuance of the first Building Permit, Developer shall dedicate to the City the Affordable Housing Sites shown as parcels JS3, JS4 and PE2 on the Vesting Tentative Map in the Required Condition. Developer' s making of Irrevocable Offers with respect to the Affordable Housing Sites shall constitute preliminary satisfaction of Developer' s obligations with respect to providing below market rate housing under this Agreement and the Approvals such that Developer shall be entitled to obtain Building Permits for market rate development. Upon City' s acceptance 38 Ordinance No. 9. 2023

of the applicable Affordable Housing Site ( or if City is delayed or refuses to accept such site notwithstanding that the site is in the Required Condition and Developer is otherwise ready, willing and able to convey title), then Developer shall have fully satisfied the below market rate housing obligation for the market rate dwelling units constructed or to be constructed under the Building Permit issued in reliance on the Irrevocable Offer.

5. 1. 2 Parkland Obligations. As more fully set forth in the Parks Delivery Plan and the Existing Approvals, Developer shall satisfy its obligation under Chapter 41 of the City Code to provide, through Irrevocable Offers and POPA Agreements, 0. 006 acres of land per new market rate dwelling unit ("Parkland Requirement"), by undertaking the obligations set forth in Sections 5. 1. 2. 1 through 5. 1. 2.7 below which are anticipated to satisfy the Parkland Requirement for approximately 4, 358 market rate residential units, and paying the Parkland Impact Fee for each additional market rate residential unit thereafter ( collectively, " Parkland Obligations").

Developer' s making of Irrevocable Offers or entry into POPA Agreements with respect to the applicable parkland shall constitute preliminary satisfaction of Developer' s obligations with respect to providing parkland under this Agreement, the Parks Delivery Plan and the Existing Approvals such that Developer shall be entitled to obtain Building Permits for the development associated with such parkland. Each site Irrevocably Offered for parkland (" Dedicated Parkland Site") shall be in the Required Condition at the time City accepts the Irrevocable Offer. Except as provided in Section 5. 5. 5 below, and subject to any continuing obligations of Developer with respect to the Required Condition, upon City' s acceptance of each Dedicated Parkland Site, Developer shall have no further obligation with respect to such accepted Dedicated Parkland Site.

5. 1. 2. 1 Timing of Parkland Dedications and POPA Open Space Agreements. As a condition to issuance of the first Building Permit, Developer shall have provided an Irrevocable Offer for the approximately 10. 8 acre Eco Gem parkland site. Subject to Section 5. 1. 3 below, Developer shall make Irrevocable Offers of additional Dedicated Parkland Sites and/ or execute, acknowledge and deliver to City POPA Agreements for POPA Open Space( s) and/ or pay Parkland Impact Fees sufficient to ensure a ratio of at least 0. 006 acres of Dedicated Parkland Sites/POPA Open Space per residential unit is maintained, as more particularly set forth in the Approvals and the Parks Delivery Plan.

5. 1. 2. 2 Dedicated Parkland Sites. In addition to the Eco Gem dedication, Developer shall make Irrevocable Offers for the following Dedicated Parkland Sites as and when needed to meet the Parkland Requirement:
future Joaquin Commons;
future Shorebird Square;
Gateway Plaza; and
future Shoreline Square.

A. Joaquin Commons. Approximately 2. 5 acres of land for B. Shorebird Square. Approximately 0. 3 acres of land for C. Gateway Plaza. Approximately 0.9 acres of land for future D. Shoreline Square. Approximately 0. 3 acres of land for 39 Ordinance No. 9. 2023

Developer may request that City, in its sole discretion, allow Developer to construct City -approved improvements at a Dedicated Parkland Site. In the event City agrees to allow Developer to construct improvements at a Dedicated Parkland Site, the Parties shall enter into a reimbursement agreement between the Parties, whereby Developer constructs City -approved improvements and City reimburses Developer its reasonable out-of-pocket costs of construction Dedicated Parkland Site Reimbursement Agreement"). In the case of a Dedicated Parkland Site Reimbursement Agreement for Eco Gem only, any Eco Gem Developer Funding would be excluded from the amount to be reimbursed by City to Developer. A Dedicated Parkland Site Reimbursement Agreement would be in City' s standard agreement form and subject to all applicable federal, state, and local requirements for construction projects utilizing City funds. All such work would be subject to Prevailing Wage Laws. In addition, Developer will provide City with the security required under Section 5. 1. 2. 7.

Provided that City has agreed to Developer' s construction of City -approved improvements at a Dedicated Parkland Site, as an alternative or in combination with a Dedicated Parkland Site Reimbursement Agreement, Developer may elect to utilize Government Code Section 66477( a)( 9) to provide park and recreational improvements to any Dedicated Parkland Site, with the value of improvements and any equipment located on such Dedicated Parkland Site to be applied as a credit against any future Parkland Impact Fees, rather than seeking reimbursement for Developer' s costs of construction under a Dedicated Parkland Site Reimbursement Agreement or, if done in combination with a Dedicated Parkland Site Reimbursement Agreement, then only to the extent the value of the improvements exceeds the amounts for which Developer is to be reimbursed under the applicable Dedicated Parkland Site Reimbursement Agreement. In no event shall Developer' s obligation to Irrevocably Offer the Dedicated Parkland Sites to City as required under the Master Plan be reduced.

5. 1. 2. 3 Additional Open Space; POPA Open Space Credit.

Developer shall retain ownership of an additional, approximately 11. 3 acres of land for POPA Open Space. Developer may elect to Irrevocably Offer one or more POPA Open Spaces to City as unimproved land for use as park land which City may decide to accept as set forth below The POPA Open Spaces are:

A. Greenway Park East. Approximately 0. 6 acres;
B. Greenway Park West. Approximately 1. 8 acres;
C. Shorebird Wilds. Approximately 4. 5 acres;
D. The Portal. Approximately 0. 8 acres;
E. Joaquin Grove. Approximately 1. 4 acres;
F. Joaquin Terrace East. Approximately 1. 3 acres; and
G. Joaquin Terrace West. Approximately 0. 9 acres.

Subject to the requirements set forth below, Developer, at its option, may elect to Irrevocably Offer one or more of the above POPA Open Spaces to City as unimproved 40 Ordinance No. 9. 2023

parkland rather than improving and retaining ownership of such land as POPA Open Space. At least ninety ( 90) days prior to Developer' s submittal of a zoning permit application that includes one or more POPA Open Spaces, Developer shall notify City as to whether Developer desires to develop and retain ownership of the land as POPA Open Space or Irrevocably Offer such land for dedication to City as parkland. Developer' s right to irrevocably offer such land( s) as parkland shall be subject to satisfaction of the following conditions: ( a) the City may reasonably require that Developer reconfigure such POPA Open Space proposed for parkland dedication to realign irregular edges and ensure that the land otherwise meets City' s reasonable requirements for parkland configuration provided any such reconfiguration does not materially reduce the permitted density on the applicable adjacent parcel, or change the area of the POPA Open Space proposed for parkland dedication by more than three percent ( 3%); ( b) Developer, at its expense, agrees to cause as part of the Required Condition, the relocation of any District Utility Systems, or other public or private utilities that may be located on the land, if City requests such relocation; ( c) Developer shall provide reasonable assurances to City that the land will be in the Required Condition on or before the date by which City can first accept the Irrevocable Offer for the parkland; ( d) if the square footage of the land Irrevocably Offered to City as parkland is less than the square footage of the POPA Open Space as originally configured, Developer shall pay the applicable Parkland Impact Fees for the reduced area upon issuance of the first building permit for any building contemplated by the zoning permit application; and (e) Developer shall have provided City with such other information reasonably requested by City, such as title reports and plotted maps of easements. Any City request for reconfiguration of the POPA Open Space proposed for parkland dedication under clause ( a) above shall be made within forty five (45) days following receipt of Developer' s notice of its election to dedicate such POPA Open Space as parkland. City and Developer will meet and confer upon request of either party regarding the above requirements.

City shall notify Developer whether the requirements of (a)-( e) above have been met within sixty 60) days following receipt of Developer' s notice of election to dedicate POPA Open Space as parkland and all requested supporting documentation. Ifthe requirements for conversion of POPA Open Space to parkland set forth in ( a)-( e) above have been met Developer shall prepare and submit to City for review and approval: ( 1) a metes and bounds legal description of the area to be dedicated as parkland prior to submitting any zoning permit application that includes the parkland; and ( 2) an Irrevocable Offer of the parkland at the time that Developer submits the zoning permit application that includes the parkland. City agrees to defer acceptance of any Irrevocable Offer of POPA Open Space as parkland until after the first to occur of (i) the date that is 2 years after recordation of the Irrevocable Offer, or (ii) issuance of the first Certificate of Occupancy for a residential dwelling unit in a building contemplated by the applicable zoning permit. POPA Open Space offered for dedication to City as parkland under this Section 5. 1. 2. 3 must be in the Required Condition on or before the date on which City may accept the Irrevocable Offer. Subject to any continuing obligations of Developer with respect to Required Condition of the parkland, upon City' s acceptance of an Irrevocable Offer of POPA Open Space land as parkland, Developer shall have no further obligation with respect to such POPA Open Space. If Developer fails to satisfy the conditions set forth in ( a) through ( e) above, or if Developer otherwise elects to develop such land as POPA Open Space, then Developer shall do so in accordance with this Agreement, including Section 5. 1. 2. 5 below and the Parks Delivery Plan, and the conditions of the approved zoning permit application and other applicable Approvals. Subject to Developer' s acceptance of changes to the configuration of the POPA Open Space offered for parkland dedication pursuant to clause ( a) above, and City' s administrative processing of any required amendments to the Vesting 41 Ordinance No. 9. 2023

Tentative Map to accommodate such changes, Developer shall include with its zoning permit application an Irrevocable Offer for any applicable POPA Open Space in accordance with this Section 5. 1. 2. 3. Any such changes to proposed dedicated parkland boundaries shall not constitute a Material Change.

5. 1. 2. 4 Multi -Modal Pathway Public Access Easements. Developer and City shall enter into public access easement agreements with respect to the public' s use of the multi -modal connection pathways for pedestrians and bicycles as shown in the Master Plan and record each such agreement in the Official Records. The final location of the public access easement areas shall be as shown on the applicable phased final map in accordance with the Existing Approvals and executed and recorded prior to issuance of Building Permits for the building( s) abutting the multimodal pathways on the same parcel. Issuance of Certificate( s) of Occupancy for building(s) abutting the multimodal pathways, or applicable portions thereof, shall be conditioned upon Developer' s satisfactory Completion of construction of the multi -model connection pathways, or applicable portion thereof, in accordance with plans and specifications approved by City.

5. 1. 2. 5 POPA Open Spaces. For each POPA Open Space, Developer and City shall enter into City' s standard form Covenants and Agreements Relating to Public Access and Open Space, as modified pursuant to the POPA Open Space Terms attached as Exhibit H to this Agreement (" POPA Agreement"), providing for the public' s rights to access and use for recreational purposes the applicable POPA Open Space, and record the applicable POPA Agreement in the Official Records immediately following recordation of the phased final map creating the parcel on which such POPA Open Space is located. The final locations of the public access and use areas shall be as shown on the applicable phased final map. Execution of each POPA Agreement shall occur concurrently with the phased final map and prior to issuance of the Building Permits for the building( s) which triggered each POPA Open Space as set forth in the Parks Delivery Plan. Developer, at its expense, shall develop each POPA Open Space in accordance with the requirements of the Approvals and this Agreement, including the Parks Delivery Plan. Developer shall Complete development of the POPA Improvements on the applicable POPA Open Space by the times set forth in the Parks Delivery Plan.

5. 1. 2. 6 Parkland Impact Fees. After credit is given for land dedication and POPA Open Spaces in accordance with this Agreement, the Parties do not anticipate that Developer will be required to pay any Parkland Impact Fees required to satisfy Parkland Requirements until issuance of the Building Permit that provides for construction of the 4, 358th market rate dwelling unit. Developer' s obligation to pay, and the calculation of, such Parkland Impact Fees shall be consistent with Section 4. 1. 1 above.

5. 1. 2. 7 Security for Parkland Compliance. If City agrees to Developer' s construction of any improvements on any Dedicated Parkland Site in accordance with Section 5. 1. 2.2, then Developer shall enter into a public improvement agreement with City requiring, among other things, that Developer undertake such work in compliance with Prevailing Wage Laws and provide, or cause its contractor to provide, such security ( e. g., a surety bond, contractor' s bond or Letter of Credit) as is then required under, and in accordance with, Applicable City Law to be provided by a party performing such construction. 42 Ordinance No. 9. 2023

If Developer is obligated to provide a Letter of Credit under Applicable City Law, then City shall have the right to draw the full amount of a Letter of Credit that is about to expire and is not being renewed or replaced, to ensure City has security for Developer' s obligation to complete the construction of the park on the Dedicated Parkland Site. City shall return the applicable Letter of Credit to Developer promptly following Completion of such construction.

5. 1. 3 Letter of Credit Security for Temporary Land Dedication Shortfalls.

As set forth in the Affordable Housing Delivery Plan, the Parks Delivery Plan and the Project Compliance Plan, over the Term of this Agreement, City will receive (i) dedications of Affordable Housing Sites of sufficient size to accommodate development of Affordable Housing units equal to at least fifteen percent ( 15%) of the total number of market rate residential units to be developed as part of the Project; and ( ii) dedications of Dedicated Parkland Sites, delivery of completed POPA Open Spaces and payments ofParkland Impact Fees which, collectively, would fully satisfy the parkland requirements for the Project at full buildout ( i.e. approximately 35. 7 acres of parkland). The Parties further anticipate that after credit is given for Dedicated Parkland Sites and POPA Open Spaces in accordance with this Agreement, Developer will not be required to pay Parkland Impact Fees to satisfy Parkland Requirements until on or about issuance of the Building Permit authorizing construction of the 4, 358th market rate residential unit. Because the Project Compliance Plan and the Phasing Plan on which it is based are illustrative, however, it is possible that, at various points during Project build out Developer may have delivered (i) Irrevocable Offers for a lesser amount of Affordable Housing Site acreage than is needed to accommodate development of Affordable Housing Units equal to fifteen percent ( 15%) of the total number of market rate residential units for which Building Permits have been issued; and/ or ( ii) a lesser amount of Irrevocable Offers for Dedicated Parkland Sites and/ or POPA Open Spaces ( that are subject to a recorded POPA Agreement) than is required by the Approvals based on the total number of market rate residential units for which Building Permits have been issued. For example, the illustrative Project Compliance Plan contemplates a limited temporary Affordable Housing Site acreage shortfall occurring in Phase 7.

Subject to compliance with the terms of this Section 5. 1. 3 below, City agrees that limited temporary shortfalls in Affordable Housing Site Irrevocable Offers, Dedicated Parkland Site Irrevocable Offers, and POPA Open Space Agreements will be allowed; provided, however, City may withhold issuance of Subsequent Approvals for any other building( s) Project -wide ifthe development authorized by such Subsequent Approvals, together with all previously completed and in progress development, would result in the Project falling below 90% compliance with the Affordable Housing Site and/or Dedicated Parkland Site/POPA Open Space acreage requirements for such development. To ensure City receives the benefit of the negotiated affordable housing, parkland and POPA Open Space contributions required by this Agreement, each time a limited temporary shortfall in Affordable Housing Site or Dedicated Parkland Site/ POPA Open Space acreage exists, Developer shall deliver to City a Letter of Credit as security to cover the temporary shortfall in required acreage. The Project Compliance Plan includes illustrative Letter of Credit dollar amount calculations based on (i) hypothetical temporary land dedication shortfalls in Phase 7 ( for affordable housing) and ( ii) a 2023 City land dedication value of Eleven Million Seven Hundred Sixty Thousand Dollars ($ 11, 760,000) per acre. The Parties agree that the actual Letter of Credit dollar amount(s) shall be equal to the product of the acreage shortfall in effect from time to time multiplied by the City' s per acre land value in effect at the time of the shortfall. 43 Ordinance No. 9. 2023

On each Letter of Credit renewal date, Developer shall be required to increase the amount of all Letter( s) of Credit by an amount commensurate with the increase, if any, in City' s per acre land dedication value for the then current year over the prior year' s value. If Developer has provided a Letter of Credit under this Section 5. 1. 3, then City shall have the right to draw the full amount of a Letter of Credit that is about to expire and is not being renewed or replaced, to ensure City has security for the shortfall. In addition, City may draw on the Letter of Credit (i) if Developer fails to eliminate the shortfall as required under the Approvals; or ( ii) upon the expiration or sooner termination of this Agreement (unless such termination is due to a City default under this Agreement, whereupon City shall promptly return the Letter of Credit) and as of such expiration or termination Developer has failed to eliminate the shortfall as required under the Approvals and this Agreement. The City' s exercise of its remedies under the applicable Letter of Credit, including drawing down the Letter of Credit, shall not limit the City' s ability to exercise other remedies available to it under this Agreement. City shall return the applicable Letter of Credit to Developer promptly following the date on which Developer has eliminated the shortfall in the manner provided under the Approvals.

Each Letter of Credit shall provide that it will automatically be extended annually unless the issuer notifies City sixty ( 60) or more days before the expiration date that issuer elects not to extend it. Annual renewal of the Letter of Credit shall be timed to coincide with annual review of this Agreement, at which time the amount of the Letter of Credit will be adjusted pursuant to the applicable change in the City' s per acre land dedication value. If the issuer of a Letter of Credit elects not to approve annual renewal of its Letter of Credit, or not to approve the applicable adjustment, then, Developer shall, at least fifteen ( 15) days before expiration of the Letter of Credit, obtain a replacement Letter of Credit from another issuer, subject to City' s approval of the issuer and the form of Letter of Credit.

5. 2 Green -Building Measures. Developer shall design the Project to meet the following green building measures per the Precise Plan:

5. 2. 1 Developer shall meet the intent of LEED BD+ C Platinum or equivalent green building standard for all nonresidential Office Buildings utilizing North Bayshore Nonresidential Bonus FAR.

5. 2. 2 Developer shall achieve a minimum of 120 points on the GreenPoint Rated system ( or equivalent) and provide sub -metering, or use other appropriate technology that tracks individual energy use, for each residential unit in a Residential Building.

5. 2. 3 All new construction ( residential and nonresidential) shall meet the applicable green building standards in the Precise Plan.

5. 3 Waiver of Right to Density Bonus. In consideration of the rights conferred on Developer under this Agreement, Developer shall not apply for or seek to develop any portion of the Property under any density or other development bonus available under Applicable Law, as further described below.

5. 3. 1 The Parties acknowledge that various state and local laws, including but not limited to California Government Code Section 65915 et seq. (" State Density Bonus Law"), 44 Ordinance No. 9. 2023

Zoning Ordinance Section 36. 40, et seq. (" City Affordable Housing Program") and Zoning Ordinance Section 36. 48. 65, et seq. (" City Density Bonus Law"), as they may be amended from time to time, generally allow additional residential and/ or non-residential density, incentives and modifications to development requirements for residential or mixed -use developments in exchange for inclusion of a percentage of on -site below market rate units, or the dedication of land suitable for construction of on -site Affordable Housing units. By entering into this Agreement, and adopting the Existing Approvals, City is allowing significantly more development than what is allowed under existing zoning and more that what would be allowed under existing zoning in conjunction with the State Density Bonus Law, City Affordable Housing Program, City Density Bonus Law, or any other state or local development bonus program.

5. 3. 2 By entering into this Agreement, Developer voluntarily and intentionally waives its ability to use the State Density Bonus Law, City Affordable Housing Program, or City Density Bonus Law, as they may be amended from time to time, or any other process or mechanism allowed under state or local law now or in the future to increase, modify, expand, or change the amount of, or design for, development, both residential and nonresidential, on the Property from the Project as described in and regulated by the Existing Approvals and this Agreement. Developer agrees to pursue development on the Property solely within the regulatory framework of the Existing Approvals and this Agreement, with the understanding that the only allowed modifications, exceptions and variances to the Project are those afforded under the parameters and processes explicitly established therefor in the Existing Approvals and this Agreement and allowed by Applicable City Law. City would not be entering into this Agreement and approving the Project, including the Existing Approvals, were Developer able to use any other development bonus in conjunction therewith, and City has negotiated this Agreement based on the specific land use program and Project design as established in this Agreement and in the Existing Approvals, inclusive of the modification processes allowed therein. Notwithstanding the foregoing, in the event a new State law, other than changes to the State Density Bonus Law, enacted after the Effective Date would allow for increased residential development on the Project Site, Developer may request that it be allowed to utilize such new State law. Any such request shall be treated as a Material Change under Section 8. 8. 2.

5. 3. 3 City, or any nonprofit affordable housing developer( s) in partnership with City, may utilize the State Density Bonus Law, City Affordable Housing Program, or City Density Bonus Law, as they may be amended from time to time, or any other process or mechanism allowed under state or local law now or in the future, in any capacity to obtain entitlements for or receive funding for affordable housing development(s) on the Affordable Housing Sites, or to increase, modify, expand or change the amount of or design for residential development on the Affordable Housing Sites. No process or project pursued by City or any nonprofit affordable housing developer( s) on the Affordable Housing Sites shall ( a) modify Developer' s rights or obligations under this Agreement or the Approvals, or (b) require or cause, or would reasonably be anticipated to require or cause ( i) Developer to provide or pay for materially more infrastructure to serve or as a result of such additional density or (ii) any additional or new analysis under CEQA with respect to any Subsequent Approval; nor shall the Approvals or this Agreement restrict, constrain or affect in any way any future affordable housing -related actions, developments, or funding by or on behalf of City or any nonprofit affordable housing developer( s). 45 Ordinance No. 9. 2023

5. 4 Community Benefits. The Existing Approvals for the Project authorize up to 1, 303, 250 square feet of North Bayshore Nonresidential Bonus FAR. To utilize the allocation of the North Bayshore Nonresidential Bonus FAR, and the other benefits afforded to Developer under this Agreement, including vested rights, Developer shall provide the benefits and contributions set forth in this Section 5. 4 ( collectively, " Community Benefits"), which has a total estimated value of at least $48 Million Dollars, and which the Parties agree provide City with community benefits required for the Project under the Precise Plan. Developer agrees that the Community Benefits are justified, appropriate and in compliance with Applicable Law as a consequence of City approval of the Existing Approvals, and Developer accepts and covenants not to challenge any of the Community Benefits.

5. 4. 1 Shorebird Yards Land Dedication. In satisfaction of Developer' s Community Benefits obligation under Section 5. 4, Developer shall make an Irrevocable Offer for the land for Shorebird Yards prior to issuance of the first Building Permit. City agrees to defer acceptance of the Irrevocable Offer of dedication of Shorebird Yards until after December 15, 2029; provided, however, that Developer may waive such condition and allow for City' s acceptance of the Irrevocable Offer at an earlier date. Developer shall cause the land for Shorebird Yards to be in the Required Condition at the time of City' s acceptance of the Irrevocable Offer.

Subject to any continuing obligations of Developer with respect to the Required Condition, upon City' s acceptance of the Irrevocable Offer, Developer shall have no further obligation with respect to Shorebird Yards and City agrees for the Term not to allow Shorebird Yards to be developed with or used for ( a) commercial Office uses, or ( b) market rate residential uses. Notwithstanding the foregoing, the City shall have the right to utilize Shorebird Yards for mixed income residential projects that (i) include at least fifty percent ( 50%) of units as " affordable housing" as defined in Section 36.40. 05( b) of the City Code, or (ii) are considered to be " Exempt Surplus Land" under Government Code Sections 54221( f)(1)( A) or ( f)(1)( F) as such sections may be amended.

5. 5 Public Benefits. Developer agrees to provide the following voluntary " Public Benefits" to benefit City and its residents, as additional consideration for the benefits, including vested rights, afforded to Developer under this Agreement.

5. 5. 1 First People Centric Fund Payment. Within ninety ( 90) days following the first day of the Term, Developer shall pay City Five Hundred Thousand Dollars ($ 500, 000) First People Centric Fund Payment"). The First People Centric Fund Payment shall be nonrefundable regardless of whether or not Developer proceeds with development of the Project.

5. 5. 2 Second People Centric Fund Payment. Developer shall pay City an additional payment equal to the sum of: One Million Dollars ($ 1, 000, 000) plus the product of 1, 000, 000 times the percentage increase in CPI between the Effective Date and the date on which such payment is made (" Second People Centric Fund Payment"). Developer shall pay the Second People Centric Fund Payment in installments at a rate of $0. 77 per gross square foot ( as of the Effective Date) of North Bayshore Nonresidential Bonus FAR, payable at the time of issuance of each Building Permit for North Bayshore Nonresidential Bonus FAR space.

5. 5. 3 Ground Floor Activation Program. Developer shall implement, fund and construct, as applicable, the measures, programs and improvements generally described in the Ground Floor Activation Program" as specified in Exhibit J, having a total value, as of the 46 Ordinance No. 9. 2023

Effective Date, of not less than the sum of Ten Million Dollars ($ 10, 000, 000) plus the product of 10, 000, 000 times the percentage increase in CPI between the Effective Date and the date on which such obligation is satisfied, in support of the Ground Floor Activation Program and operators.

5. 5. 4 Public Art Benefit. Developer shall fund and construct, or cause to be constructed, one or more artistic features in the Social Spine and/ or a POPA Open Space, with a total cost of not less than the sum of: Two Million Dollars ($ 2, 000, 000) plus the product of 2, 000, 000 times the percentage increase in CPI between the Effective Date and the date on which such art feature is installed (" Public Art"). At the time of zoning permit application for development that includes the Social Spine or a POPA Open Space, as applicable, where Public Art is proposed, Developer shall provide, as part of application: ( i) the vision statement and design principles for the Public Art, (ii) the proposed location( s) for the Public Art, (iii) the process and timeline for production and installation, and ( iv) the conceptual design( s) of the Public Art. At the time of Building Permit submittal, Developer shall provide to City: ( i) the name of the artist, designer, or design studio and their bios and representative work, and ( ii) the final Public Art design, which shall be subject to City review and approval, not to be unreasonably withheld, conditioned or delayed. Upon City' s request, Developer shall provide confirmation of the cost of the Public Art, including costs, commissions, and fees associated with procurement, creation, and installation of such Public Art. The Public Art location shall be included on the Building Permit for construction of the Social Spine or POPA Open Space, as applicable, and installation of the Public Art shall be completed prior to final inspection under that Building Permit.

5. 5. 5 Eco Gem Dedicated Parkland Site Contribution. To contribute towards the unique improvements within the Eco Gem as determined through City' s park design process, Developer shall pay to City an amount equal to the sum ofFive Million Dollars ($5, 000, 000) plus the product of $5, 000,000 ( or the remaining balance thereof) times the percentage increase in CPI between the Effective Date and the date on which such payment is made (" Eco Gem Developer Funding"). Developer shall provide the Eco Gem Developer Funding at a rate of $3. 83 per gross square foot (as of the Effective Date) of North Bayshore Nonresidential Bonus FAR, payable at such time that Developer has obtained Building Permits for North Bayshore Nonresidential Bonus FAR space. Prior to issuance of the first Building Permit for any building in the Master Plan area, Developer shall make an Irrevocable Offer for Eco Gem; City agrees to defer acceptance of the Irrevocable Offer of the land for Eco Gem until December 15, 2030, at which time Developer shall cause the land for Eco Gem to be in the Required Condition. Except as provided in this Section

5. 5. 5, and subject to any continuing obligations of Developer with respect to the Required Condition, upon City' s acceptance of the Irrevocable Offer to the land for Eco Gem, Developer shall have no further obligation with respect to Eco Gem.

Developer may offer to advance the Eco Gem Developer Funding for design and construction costs by providing written notice to City ( the " Advanced Eco Gem Developer Funding Notice"). If Developer provides the Advanced Eco Gem Developer Funding Notice the Parties will met and confer to attempt to develop a mutually agreeable timeline for the development of Eco Gem and the extent of Developer' s involvement in the Eco Gem development process.

5. 5. 6 Tax Point of Sale Designation. Developer shall use Good Faith Efforts to the extent allowed by Applicable Law to require all persons providing bulk lumber, concrete, 47 Ordinance No. 9. 2023

structural steel, and pre -fabricated building components, such as roof trusses, to be used in connection with construction and development of, or incorporated into, the Project, to ( a) obtain a use tax direct payment permit; (b) elect to obtain a subcontractor permit for the job site of a contract valued at Five Million Dollars ($ 5, 000, 000) or more; or ( c) otherwise designate the applicable portion of the Property as the place of use of material used in construction of the Project in order to have the local portion of the sales and use tax distributed directly to City instead of through the County -wide pool. Unless Developer demonstrates to City that such information is not reasonably obtainable, then Developer shall on an annual basis provide City with such information as shall be reasonably requested by City regarding subcontractors working on the Project with contracts in excess of the amount set forth above, including a description of all applicable work and the dollar value of such subcontracts. City may use such information to contact each subcontractor who may qualify for local allocation of sales and use taxes to City. To facilitate implementation of these tax point of sale designation requirements, Developer shall use Good Faith Efforts to include in each contract for the construction of Building core and/ or shell work the following contract provision:

Contractor shall, to the extent allowed by the California Department of Tax and Fee Administration and applicable sales and use tax laws and regulations (" Sales and Use Tax Laws"), coordinate with the City of Mountain View to designate the City of Mountain View as the place of use of any materials, goods, or services, purchased by Contractor and the origin of any local sales taxes generated by Contractor and its subcontractors; provided, however, in no event shall Contractor be required to do anything that is in violation of or inconsistent with such Sales and Use Tax Laws."

5. 6 Condition of Dedicated Properties. Title to all real property to be granted or offered for dedication by Developer to City ( or its assignee or designee) pursuant to the Existing Approvals and this Agreement, including dedication of land for parks and Affordable Housing, shall be free and clear of all title defects, liens, encumbrances, conditions, covenants, restrictions, or other such exceptions of record or known to Developer, except for incidental easements and liens for current, non -delinquent taxes and assessments and such other incidental exceptions, if any, as City may approve in its reasonable discretion, and Developer shall obtain any subordination agreements, deed of trust reconveyances or other documentation as necessary to remove any exceptions reasonably disapproved by City. To the extent any Hazardous Materials are located on, under, or about such property offered for dedication or the property offered for dedication is a Contaminated Site, then to the extent not capable of mitigation by City or the affordable housing developer subject to Section 5. 6. 1 below, Developer, at its expense, shall be responsible for abating and remediating or causing the abatement and remediation of such property in compliance with Applicable Law and City requirements as identified in the Existing Approvals so that City may make use of such property for its intended use as a park or Affordable Housing Site without having to incur any expenses to abate or remediate Hazardous Materials or Contaminated Site conditions.

5. 6. 1 Developer Payment of Vapor Intrusion Control Costs. Developer acknowledges that vapor intrusion controls may be required under Applicable Law as part of the development for residential uses of dedicated Affordable Housing Sites. As such Developer shall pay to City an amount equal to the product of Fourteen Dollars and 27/ 100 ($ 14. 27) ( subject to annual escalations based on increases in CCI during the period from the Effective Date and the date on which such payment is made as set forth in the Conditions of Approval) multiplied by the 48 Ordinance No. 9. 2023

number of square feet in the proposed building' s ground floor area subject to mitigation as described and executed in accordance with Existing Approvals.

5. 7 Irrevocable Offers and Dedications; Conveyance of Title to City. Within ninety 90) days after the date on which Developer gives City notice that the Affordable Housing Site or Dedicated Parkland Site is in the Required Condition, City shall either (a) confirm such Required Condition and accept the dedication ofthe property that is the subject of the Irrevocable Offer, or b) notify Developer that the property is not in the Required Condition ( which notice shall specify how the property is not in the Required Condition and include the City' s recommendations for how Developer can correct such failure of the property to be in the Required Condition) in which case Developer shall cause the property to be in the Required Condition prior to acceptance by City.

ARTICLE VI

OBLIGATIONS OF THE PARTIES

6. 1 Developer.

6. 1. 1 Development in Conformance with Agreements and Approvals. In consideration of City entering into this Agreement, Developer agrees that, so long as this Agreement is in effect, the Project shall be developed in conformance with all of the applicable terms, covenants, and requirements of this Agreement and the Approvals, as they may each be hereafter amended with the consent of City and Developer in accordance with the provisions of Sections 8. 5, 8. 6, 8. 8, or 8. 9. Nothing in this Agreement shall prohibit Developer from challenging any City action or inaction with respect to the Property or Project, including any City decisions regarding Subsequent Approvals.

6. 1. 2 Prevailing Wage Laws. Certain contracts for work on the Property, including contracts for construction and installation of public improvements, may be public works contracts if paid for in whole or in part out of public funds, as the terms " public work" and " paid for in whole or in part out of public funds" are defined in and subject to exclusions and further conditions under California Labor Code Sections 1720- 1720. 6 or be subject to payment of prevailing wages under the federal Davis -Bacon Act ( 40 U.S. C. 3141 et seq.) ( collectively, Prevailing Wage Laws"). In connection with the Project, Developer shall comply, and shall include in its contracts with its general contractors a provision that requires the contractors to comply, with the requirements of all Prevailing Wage Laws as and to the extent required by Applicable Law.

6. 2 Cam.

6. 2. 1 City' s Good Faith in Proceedings. As further provided in Section 3. 3 and Article 9 of this Agreement, in consideration of Developer entering into this Agreement, City agrees that it will accept, process, and review, using Good Faith Efforts to do so in a timely manner, all applications for Subsequent Approvals, including applications for environmental and design review, demolition, grading, and construction permits, or other permits or entitlements for use of the Property, in accordance with the terms of this Agreement, the Approvals and, if applicable, the Staffing and Processing Agreement.
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6. 2. 2 Other Agency Approvals. City shall cooperate with Developer, at Developer' s expense, in Developer' s endeavors to obtain such other permits and approvals, if any, as may be required from Other Agencies having jurisdiction over the Project as set forth in Section 9. 4.

ARTICLE VII

DEFAULT, REMEDIES, TERMINATION

7. 1 Remedies for Breach. City and Developer acknowledge that the purpose of this Agreement is to carry out the Parties' objectives and local, regional, and statewide objectives by developing the Project. The Parties acknowledge that City would not have entered into this Agreement had it been exposed to damage claims from Developer for any breach thereof. As such, the Parties agree that in no event shall Developer be entitled to recover any actual, consequential, punitive, or other monetary damages against City for breach of this Agreement. City and Developer agree that, in the event of a breach of this Agreement, each of the Parties hereto may pursue the following: ( a) specific performance; ( b) suits for declaratory or injunctive relief; (c) suits for mandamus or special writs; or ( d) cancellation of this Agreement. In addition to the foregoing remedies, City shall be entitled to recover monetary damages with respect to amounts payable by Developer to City under this Agreement, but in no event may City seek to recover any consequential or punitive damages. City shall also be entitled to the remedies set forth in the Parks Delivery Plan and Affordable Housing Delivery Plan. All of the above remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of these remedies shall not constitute a waiver or election with respect to any other available remedy.

7. 2 Notice of Breach.

7. 2. 1 Prior to the initiation of any action for relief specified in Section 7. 1 above because of an alleged breach ofthis Agreement, the Party claiming breach shall deliver to the other Party a written notice of breach ( a " Notice of Breach"). The Notice of Breach shall specify with reasonable particularity the reasons for the allegation of breach and the manner in which the alleged breach may be satisfactorily cured.

7. 2. 2 The breaching Party shall cure the breach within thirty (30) days following receipt of the Notice of Breach; provided, however, if the nature of the alleged breach is nonmonetary and such that it cannot reasonably be cured within said thirty ( 30) day period, then the commencement ofthe cure within such time period and the diligent prosecution to completion of the cure thereafter at the earliest practicable date shall be deemed to be a cure, provided that if the cure is not so diligently prosecuted to completion, then no additional cure period shall be required to be provided. If the alleged breach is cured within the time provided above, then no default shall exist, and the noticing Party shall take no further action to exercise any remedies available hereunder. If the alleged breach is not cured, then a default shall exist under this Agreement and the noticing Party may exercise any of the remedies available under this Agreement.

7. 2. 3 If, in the reasonable determination of the alleged breaching Party, such event does not constitute a breach of this Agreement, the Party to which the Notice of Breach is directed, within ten ( 10) Business Days following receipt of the Notice of Breach, shall deliver to 50 Ordinance No. 9. 2023

the Party giving the Notice of Breach written notice ( a " Compliance Notice") which sets forth with reasonable particularity the reasons that a breach has not occurred. Such Compliance Notice shall not lengthen the thirty (30) day cure period specified in Section 7. 2.2. If the non -breaching Party does not agree with the Compliance Notice, then, within ten ( 10) Business Days following receipt of the Compliance Notice, the non -breaching Party shall notify the breaching Party that it still is considered in breach and the reason( s) why it is still considered in breach, and after expiration of the applicable cure period the non -breaching Party may exercise any of its available remedies.

7. 3 Breach or Default by One Party Comprising Developer. If Developer has conveyed or transferred its interest in some but not all ofthe Property to a Transferee in accordance with Section 10. 1 or a Mortgagee or Transferee has taken title to a portion ofthe Property through foreclosure or other action, so that more than one Party is responsible for the obligations of Developer" under this Agreement, there shall be no cross -default between the separate Parties that have Developer obligations. Accordingly, if one such Party is in breach or default, it shall not be a breach or default by any other Party that acts as Developer under this Agreement as to a different portion of the Property; provided, however, other Developer( s) may be affected by a Developer' s breach or default based on ( i) City' s exercise of its termination rights as to the defaulting Developer; (ii) City' s right to withhold construction permits, certificates of occupancy and Subsequent Approvals from the breaching or defaulting Developer, and (iii) City' s rights and remedies under the Affordable Housing Delivery Plan and Parks Delivery Plan.

7. 4 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California without reference to its choice of laws rules.

ARTICLE VIII

ANNUAL REVIEW, PERMITTED DELAYS, AND AMENDMENTS

8. 1 Annual Review.

8. 1. 1 Annual Review of Developer. The annual review required by California Government Code Section 65865. 1 shall be conducted pursuant to City Code Section 36. 54. 30 by the Community Development Director every twelve ( 12) months following the Effective Date for compliance with the provisions hereof. Developer shall provide, in writing and with documentation, any evidence which the Community Development Director deems reasonably required from Developer in order to demonstrate Developer' s compliance with the terms of this Agreement. The annual review must be submitted by Developer to City on or before October 1st of each year following the Effective Date. Such annual review provision supplements, and does not replace, the provisions of Section 7.2 above whereby either City or Developer may, at any time, assert matters which either Party believes have not been undertaken in accordance with this Agreement by delivering a written Notice of Breach and following the procedures set forth in Section 7. 2. 3. Developer shall pay City' s actual costs for its performance of the annual review, including staff time required to perform the annual review. Further details regarding payment of annual review costs may be set forth in a Staffing and Processing Agreement, ifthe Parties opt to enter into such agreement.
51 Ordinance No. 9. 2023

8. 1. 2 Annual Review of Assignees. If a Transferee or Mortgagee becomes the Developer" subject to this Agreement as to a portion of the Property, annual review shall be conducted separately, but concurrently, with respect to each such Developer, and determinations as to compliance with this Agreement shall be made separately. If City takes action against one such Developer for noncompliance, such action shall apply only as to the Developer involved and the portions of the Property in which such Developer has an interest, and shall not affect other Developers unless they or their portions of the Property are involved in the noncompliance.

8. 2 Permitted Delays.

8. 2. 1 Force Majeure. Subject to the limitations set forth below, the time within which either Party shall be required to perform any act under this Agreement shall be extended by a period of time equal to the number of days during which performance of such act is delayed unavoidably and beyond the reasonable control of the Party seeking the extension of time, by any of the following events: ( 1) strikes, lockouts, stoppages, boycotts, and other labor difficulties; ( 2) acts of God; ( 3) unusually severe weather, but only to the extent that such weather or its effects including, without limitation, dry -out time) result in delays that cumulatively exceed twenty (20) days for any winter season occurring after Commencement of Construction; ( 4) failure or inability to secure materials or labor by reason of priority or similar regulations or order of any governmental or regulatory body or by reason of an embargo or trade dispute where, in each case, Developer is unable to obtain alternative or replacement materials, within the same or substantially similar time period at substantially the same cost ( and without having to forfeit any significant deposits or advance payments); ( 5) changes in local, State, or Federal laws or regulations; ( 6) any development moratorium or any action of Other Agencies that regulate land use, development, or the provision of services that prevents, prohibits, or delays construction of the Project; ( 7) enemy action; ( 8) civil disturbances; ( 9) wars; ( 10) terrorist acts; ( 11) fire or earthquake; ( 12) condemnation or unavoidable casualties; ( 13) mediation, arbitration, litigation, or other administrative or judicial proceeding involving the Approvals or this Agreement other than between City and Developer; ( 14) epidemics and other public health crises affecting the workforce by actions such as quarantine restrictions ( excluding COVID- 19 related restrictions occurring as of the Effective Date); ( 15) Economic Recession; or ( 16) delays caused by restrictions on external construction or large- scale/intensive landscaping involving heavy equipment or loud noise within 200 feet of the egret rookery in accordance with Section 5. 1. 3 of the Precise Plan ( each a " Force Majeure Event"); provided, except as otherwise provided in Section 8. 2.2 below, the Term shall not be extended by reason of any Force Maj eure Delay. An extension of time for any such cause each a " Force Majeure Delay") shall be for the period of delay caused by the Force Majeure Event and shall commence to run from the time of commencement of the Force Majeure Event, if written notice by the Party claiming such extension is sent to the other Party within sixty (60) days of commencement of the Force Majeure Event. If notice is sent after such sixty ( 60) day period, then the extension shall commence to run no sooner than sixty (60) days prior to the giving of such notice. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City Manager and Developer. Developer' s inability or failure to obtain financing shall not be deemed to be a cause outside the reasonable control of the Developer and shall not be the basis for Force Majeure Delay unless such inability, failure, or delay is a direct result of an Economic Recession. " Economic Recession" means two consecutive quarters of negative GDP recession as defined and determined by the National Bureau of Economic Research during which the cumulative GDP decline is - 3. 0% or more.
52 Ordinance No. 9. 2023

8. 2. 2 Extension of Term. The Term may be extended by one or more Force Majeure Delays, up to a cumulative maximum of three ( 3) years. The extension( s) for Force Majeure Delays can either be applied to the Initial Term or Extended Term or a combination thereof, but in no event shall the Term exceed thirty three ( 33) years. Nothing herein shall be deemed to prevent the Parties from later agreeing, each in its sole and absolute discretion, to a further extension of the Term, but any such extension will be subject to processing as a Material Change in accordance with the Development Agreement Statute and Development Agreement Ordinance, as they may be amended from time to time. Notwithstanding the foregoing, Force Majeure delays associated with restrictions on external construction or large- scale/ intensive landscaping involving heavy equipment or loud noise within 200 feet of the egret rookery pursuant to Section 8. 2. 1( 16) shall not count toward the cumulative maximum of three ( 3) years of Force Majeure Delays, but such delays cannot cause the Term to exceed thirty three ( 33) years.

8. 3 Certain Waivers. City shall have the right, but not the obligation, to waive or reduce the burden of provisions of the Approvals as they apply to any portion ofthe Property, with the consent of the Developer of such portion, so long as: ( a) the waiver, reduction, or revision does not conflict with the land uses or improvements that are the subject of the Approvals ( or any permit or approval granted thereunder); ( b) such reduction or waiver does not increase the burden imposed upon a portion of the Property owned by any other Developer or property owner; ( c) the waiver, reduction, or revision is not inconsistent with the purpose and goals of the General Plan or Precise Plan; and ( d) such waiver or reduction is made with the written consent of the Developer of the portion of the Project as to which such waiver or reduction is granted.

8. 4 Life Safety and Related Matters. Nothing contained herein shall be deemed to prevent adoption and application to improvements upon the Property of laws, ordinances, uniform codes, rules, or regulations pertaining to or imposing life -safety, fire protection, environmental, energy or resource efficiency, mechanical, electrical, and/ or building integrity requirements at the time permits for construction of such improvements are issued. This Section 8. 4 is not intended to be used for purposes of general welfare or to limit the intensity of development or use of the Property, but to protect and recognize the authority of City to deal with material endangerments to persons on or about the Property not adequately addressed in the Approvals.

8. 5 Modification Because of Conflict with State or Federal Laws. In the event that local ( non -City) State or Federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps, or permits approved by City, such modifications shall be governed by the provisions of Section 3. 6. 2 above. Any such amendment or suspension of this Agreement shall be approved by the City Council in accordance with the City Code and this Agreement and by Developer.

8. 6 Amendment by Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of City and Developer, subj ect to approval by the City Council except as otherwise provided in Section 8. 8), and in accordance with the procedures of the Development Agreement Statute and the City' s Development Agreement Ordinance.

8. 7 City Costs for Review. During the Term of this Agreement, Developer shall promptly reimburse City for costs incurred by City to have its staff, consultant, or outside legal counsel review, approve, or issue assignments, estoppel certificates, transfers, amendments to this 53 Ordinance No. 9. 2023

Agreement, and the like. Developer' s reimbursement obligations may be more specifically set forth in a Staffing and Processing Agreement executed by the Parties. Developer' s obligations under this Section 8. 7 shall survive the expiration or earlier termination of this Agreement.

8. 8 Amendment of this Agreement. This Agreement may be amended, refined or clarified from time to time, in whole or in part, by mutual written consent of the Parties, as follows:

8. 8. 1 Non -Material Changes by Operating Memoranda.

8. 8. 1. 1 The Parties acknowledge that the provisions of this Agreement require a close degree of cooperation between City and Developer, and, during the course of implementing this Agreement and developing the Project, refinements, clarifications, and non - Material Changes of this Agreement may become appropriate and desired with respect to the details of performance of City and Developer. If, and when, from time to time during the Term of this Agreement, City and Developer agree that such a refinement, clarification or other non - Material Change is necessary or appropriate, City and Developer shall effectuate such refinement, clarification or non -Material Change through a memorandum ( the " Operating Memorandum") approved in writing by City and Developer, which, after execution, shall be attached hereto as an addendum and become a part hereof. Any Operating Memorandum may be further refined from time to time as necessary with future approval by City and Developer. No Operating Memorandum shall constitute an amendment to this Agreement requiring public notice or hearing.

8. 8. 1. 2 By way of illustration but not limitation of the above criteria for an Operating Memorandum, any refinement, clarification or other change ofthis Agreement which does not affect a Material Change shall be deemed suitable for an Operating Memorandum and shall not, except to the extent otherwise required by Applicable Law, require notice or public hearing before the Parties execute the Operating Memorandum; provided, that such Operating Memorandum shall first be approved by Developer and the Community Development Director; and provided further, that the Community Development Director in consultation with the City Attorney shall make the determination on behalf of City whether a requested refinement, clarification or other change may be effectuated pursuant to this Section 8. 8. 1 or whether the requested refinement, clarification or other change is of such a character to constitute an amendment hereof pursuant to Section 8. 6 or 8. 8. 2. The Community Development Director shall be authorized to execute any Operating Memoranda hereunder on behalf of City. Minor modifications to the Project as to the location, operational design, or requirements for maintenance of improvements shall be suitable for treatment through Operating Memoranda subject to the provisions of this Section 8. 8. 1, and shall not be deemed a Material Change and shall not require a formal Agreement Amendment as provided in Section 8. 8. 2.

8. 8. 1. 3 As contemplated by the Existing Approvals, the Parties will enter into the Option to Ground Lease Lot C. The key terms of the Option to Ground Lease Lot C are set forth in Exhibit A of City Council Resolution No. 18813. If, following execution of the Option to Ground Lease Lot C, Developer exercises its option to lease all or a portion of Lot C and the Parties enter into a ground lease, then those portions of Lot C included in the ground lease will become part of the " Property" that is the subject of this Agreement and will enjoy the vesting protections ofthis Agreement, including the protections against the applicability of New City Laws to such portions of Lot C. Upon request of either Party, the Parties shall enter into an Operating 54 Ordinance No. 9. 2023

Memorandum in recordable form memorializing the addition of such portion( s) of Lot C to this Agreement.

8. 8. 2 Material Change by Agreement Amendments. Any revision to this Agreement which involves a Material Change or is otherwise determined not to qualify for an Operating Memorandum as set forth in Section 8. 8. 1 shall require a formal " Agreement Amendment," which will require submittal of a subsequent zoning permit application and review thereof in order to process the Agreement Amendment, and duly noticed public hearings before the Zoning Administrator and City Council in accordance with the City Code and the Development Agreement Statute. Approval of any Material Change to this Agreement shall require approval by both the City Council and Developer.

8. 9 Amendment of Approvals. As provided in the Existing Approvals, any major modification to the Project or the Approvals proposed by Developer requires City Council approval whereas minor modifications do not require City Council approval. What constitutes a major or a minor modification to the Project or Approvals is set forth in the Conditions of Approval. Modifications of the Project or Approvals will not require an amendment of this Agreement unless the modification constitutes a Material Change. Any related amendment to this Agreement shall be limited to those Agreement provisions that are implicated by the applicable modification.

8. 10 Cancellation by Mutual Consent. Except as otherwise permitted in this Agreement, this Agreement may be canceled in whole or in part only by the mutual consent of City and Developer or its successors - in -interest, in accordance with the provisions of the City Code. Except as otherwise set forth in this Agreement or under Applicable Law, any fees or monetary amounts paid by Developer to City pursuant to this Agreement prior to the date of cancellation shall be retained by City, and any sums then due and owing to City shall be paid as part of the cancellation.

ARTICLE IX

COOPERATION AND IMPLEMENTATION

9. 1 Cooperation. It is the Parties' express intent to cooperate with one another and to diligently work to implement all land use, zoning and building approvals for development of the Project, including off -site and on -site public improvements, in accordance with the terms hereof.

City will not use its discretionary authority in considering any application for a Subsequent Approval to change the policy decisions reflected by this Agreement and the Existing Approvals or otherwise to prevent development of the Project.

9. 2 Processing and Implementation.

9. 2. 1 By City. City shall cooperate with Developer in a reasonable and expeditious manner, in compliance with the deadlines mandated by applicable statutes or ordinances, to complete, at Developer' s expense, all steps necessary for implementation of this Agreement and development of the Project in accordance herewith, including, without limitation, in performing the following functions to process the Project:
55 Ordinance No. 9. 2023

9. 2. 1. 1 Scheduling all required public meetings and hearings in accordance with City' s regularly established meeting schedule for the reviewing bodies, which may include the Development Review Committee, Zoning Administrator and/or City Council;

9. 2. 1. 2 Processing and reviewing all maps, plans, land use permits, building plans and specifications, and other plans relating to development of the Project filed by Developer or its nominees;

9. 2. 1. 3 Due diligence in confirming environmental compliance with CEQA, including review of any supplemental or subsequent studies or information; and

9. 2. 1. 4 Due diligence in determining whether any property that is the subject of an Irrevocable Offer is in the Required Condition.

9. 2. 2 By Developer. When Developer elects to proceed with construction of the Project or any part thereof, Developer, in a timely manner, shall provide City with all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder, and Developer shall cause its planners, engineers, and all other consultants to submit in a timely manner all necessary materials and documents.

9. 3 Staffing and Processing Agreement. If the Parties enter into a Staffing and Processing Agreement for the Project, then the Staffing and Processing Agreement shall control in the event of any conflict between the general staffing and processing procedures set forth in this Agreement and whatever more specific staffing and processing procedures may be set forth in the Staffing and Processing Agreement.

9. 4 Other Agency Approvals. Developer shall apply prior to expiration of the Term of this Agreement for Other Agency Approvals which may be required from Other Agencies having jurisdiction over the Project or Property as may be required for development of, or provision of services to, the Project. City shall cooperate reasonably with Developer in its endeavors to obtain such Other Agency Approvals at no cost to City. Developer acknowledges that if, pursuant to Applicable Law, such cooperation by City requires approval by the City Council, that approval cannot be predetermined because decisions are made by a majority vote of the City Council.

9. 5 Additional Inclusionary Housing. In the spirit of collaboration, Developer and City agree to meet from time to time to explore potential opportunities to facilitate the voluntary provision of up to 5% inclusionary housing units ( at rental rates not to exceed 120% of AMI and at for sale prices not to exceed 135% of AMI). This collaborative approach may include options whereby City may identify alternative funding pathways to facilitate the voluntary provision of such units into the Project, to the extent financially feasible, at Developer's sole discretion.

ARTICLE X

TRANSFERS AND ASSIGNMENTS

10. 1 Transfers and Assignments. Developer shall have the right to convey, assign, or transfer all of its right, title and interest in and to all or any part of the Property ( a " Transfer") with the express written consent of City, not to be unreasonably withheld, conditioned or delayed, 56 Ordinance No. 9. 2023

provided Developer also transfers to such party ( the " Transferee") all of Developer' s interest, rights, or obligations under this Agreement with respect to the portion of the Property that is the subject of the Transfer ( the " Transferred Property"). City agrees that it will not withhold, condition, or delay approval of a Transfer to a Transferee that is a Qualified Developer. Nothing shall preclude City from consenting to a Transfer to a Transferee that does not meet one or more of the criteria for a Qualified Developer. Because a Phase may contain different product types, the Parties agree there may be more than one Developer in each Phase. As set forth in Section

10. 2, Developer and the Transferee shall make clear in the Assignment and Assumption Agreement which party( ies) are assuming responsibility for ( i) completion of the public improvements, park improvements and POPA Open Space improvements in that Phase and ( ii) satisfaction of the payment and other obligations applicable to that Phase. Notwithstanding the foregoing, Developer may Transfer this Agreement, without City' s consent, upon delivery to City of an Assignment and Assumption Agreement and satisfaction of the other requirements in this Article 10, to ( a) an Affiliated Party, ( b) Lendlease, and ( c) any Lendlease Affiliate. In the case of a Transfer to an Affiliated Party, Lendlease or any Lendlease Affiliate, Developer shall provide verifiable documentation that the affiliated Transferee qualifies as an Affiliated Party or constitutes Lendlease or a Lendlease Affiliate, with such documentation in each case to be sufficient and acceptable in City' s reasonable discretion, and such Transfer shall not occur without City' s written confirmation of such qualification, which City shall provide within ten ( 10) Business Days after receipt of adequate supporting documentation. The Parties acknowledge that the following constitute and are qualified as Affiliated Parties of Developer: ( i) Alphabet, Inc., the parent company of Google LLC; (ii) any Affiliated Party of Alphabet, Inc.; and ( iii) any entity resulting from the merger or acquisition of Alphabet, Inc. or Google LLC, or division of Alphabet, Inc. or Google LLC, or by operation of law or by order of a court of competent jurisdiction. City acknowledges that Developer currently intends to Transfer the Project' s residential parcels to Lendlease Affiliates.

10. 1. 1 Non -Transfers. Subject to the terms and conditions of this Section 10. 1. 1, the following shall not be considered a " Transfer" and shall not require City' s consent: (i) leases, subleases, licenses, easements, or other occupancy agreements; financing transactions, such as sale -leaseback or grant of a mortgage or deed of trust, for purposes of financing development of the Project; or any foreclosure thereof or deed -in -lieu with respect thereto; ( ii) any change, directly or indirectly, of the equity or ownership interests of Developer or any Transferee which individually or cumulatively with prior changes does not result in a change in Control ofDeveloper or Transferee; and ( iii) any transfer of land or improvements to City or City' s designee or to nonprofits approved by City in satisfaction of obligations under this Agreement or the Approvals.

With respect to clause (ii) above, ifDeveloper or a Transferee is a publicly traded company, then a sale or transfer of shares in such company shall not be deemed a change in Control of Developer or such Transferee. Notwithstanding the foregoing provisions of this Section 10. 1. 1 but subject to Article 11 below, if any such transaction includes the transfer of rights and obligations under this Agreement and results in the transferee having a legal or equitable interest in the Property or a portion thereof, then Developer and the transferee shall enter into an Assignment and Assumption Agreement as described herein above, provide a copy of such agreement to City, and such transaction described in this Section 10. 1. 1 shall be treated as a " Transfer" under this Agreement and the transferee with respect thereto be a treated as a " Transferee". 57 Ordinance No. 9. 2023

10. 2 Notice of Transfer; Assignment and Assumption Agreement. Developer shall provide not less than thirty (30) days' notice to City before any proposed Transfer of its interests, rights, and obligations under this Agreement, together with a copy of the assignment and assumption agreement for the applicable parcel or parcels (" Assignment and Assumption Agreement"); ifthe Transfer requires City' s consent under the terms of this Agreement, City shall grant or withhold its consent in accordance with this Article 10 no later than thirty (30) days after receipt of Developer' s notice and supporting documentation deemed adequate by City in its reasonable discretion. The parties to an Assignment and Assumption Agreement shall use Good Faith Efforts to coordinate with City (including City' s attendance at meetings) to address in detail whether and how each obligation and right set forth in this Agreement shall be divided, allocated, assigned or otherwise Transferred, in whole or in part, between Developer and a Transferee so as to avoid later confusion regarding what obligations and rights have and have not been Transferred.

Developer shall reimburse City for City' s costs of coordination with the Developer and each potential Transferee, whether or not the coordination results in a Transfer. Where a Transfer of a portion of the Property has been completed, Developer and said Transferee shall be jointly and severally liable and obligated to City to fulfill any duty or obligation under this Agreement ( and under the other Approvals) where Developer and a Transferee do not agree as to which party is responsible (between Developer or a Transferee) for fulfilling or performing a duty or obligation under an Assignment and Assumption Agreement. Where a Transfer of a portion of the Property has been completed but City has not received an Assignment and Assumption Agreement that transfers a particular duty or obligation under this Agreement or under the other Approvals in question, then, notwithstanding the foregoing, City shall have the right to look to Developer ( i.e., the assignor), and such Developer shall remain liable and obligated to City to fulfill those duties or obligations under this Agreement. The Assignment and Assumption Agreement shall be in recordable form, in substantially the form attached as Exhibit L (including the indemnifications, the agreement and covenant not to challenge the enforceability of this Agreement, and not to sue City for disputes between Developer and any Transferee) and any material changes to the attached form will be subject to the review and approval of the City Manager and City Attorney, not to be unreasonably withheld, conditioned or delayed. City shall administer the provisions of Section

10. 1 and this Section 10. 2 through the City Manager; provided, however that nothing shall preclude the City Manager from requesting the City Council' s consent to any Transfer that requires City' s consent as expressly set forth in this Agreement.

10. 3 Release of Liability. Except as otherwise provided in Section 10. 2 above, upon recordation of any Assignment and Assumption Agreement ( following City' s approval of any material changes thereto), the assignor shall be released from any prospective liability or obligation under this Agreement related to the Transferred Property, except for obligations retained by the assignor as specified in the Assignment and Assumption Agreement, and the assignee/ Transferee shall be deemed to be " Developer" under this Agreement with all rights and obligations related thereto with respect to the Transferred Property. If a Transferee Defaults under this Agreement, such default shall not constitute a Default by the assignor Developer or any other Transferee with respect to any other portion of the Property and shall not entitle City to terminate or modify this Agreement with respect to such other portion of the Property.

10. 4 Responsibility for Performance. City is entitled to enforce each and every such obligation assumed by each Transferee directly against the Transferee as ifthe Transferee were an original signatory to this Agreement with respect to such obligation. Accordingly, in any action by 58 Ordinance No. 9. 2023

City against a Transferee to enforce an obligation assumed by the Transferee, the Transferee shall not assert as a defense against City' s enforcement of performance of such obligation that such obligation ( i) is attributable to Developer' s breach of any duty or obligation to the Transferee arising out of the Transfer or the Assignment and Assumption Agreement or any other agreement or transaction between Developer and the Transferee, including any obligation retained by Developer to provide land for Affordable Housing Sites or parks within the applicable Phase, or ii) relates to the period before the Transfer. The foregoing notwithstanding, the Parties acknowledge and agree that a failure to Complete a Mitigation Measure, comply with the Affordable Housing Delivery Plan, and comply with the Parks Delivery Plan, may, if not Completed, delay or prevent another Transferee or Developer Party' s ability to start or Complete a specific Building or improvement under this Agreement if and to the extent the Completion of the Mitigation Measure, the Affordable Housing, or Completion of the Parks and POPA Open Spaces is a condition to the other Party' s right to proceed, as specifically described in the Mitigation Measure, the Approvals, the Affordable Housing Delivery Plan, the Parks Delivery Plan and/ or Phasing Plan, and Developer and all Transferees assume this risk.

10. 5 Constructive Notice. For so long as this Development Agreement is in effect (i) every person or entity who now or hereafter owns or acquires any right, title, or interest in or to any portion of the Property is, and shall be, constructively deemed to have consented to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Property, and ( ii) every person or entity who now or hereafter owns or acquires any right, title, or interest in or to any portion of the Property and undertakes any development activities at the Property, is, and shall be, constructively deemed to have consented and agreed to, and is obligated by all of the terms and conditions of this Agreement ( as such terms and conditions apply to the Property or applicable portion thereof), whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Property.

10. 6 Covenants Run with the Land. For so long as this Development Agreement is in effect ( i) all of the provisions, agreements, rights, powers, standards, terms, covenants, and obligations contained in this Agreement shall be binding upon the Parties and their respective heirs, successors ( by merger, consolidation, or otherwise), and assigns, devisees, administrators, representatives, lessees, and all of the persons or entities acquiring the Property or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever, including foreclosure or deed in lieu of foreclosure, and shall inure to the benefit ofthe Parties and their respective heirs, successors ( by merger, consolidation, or otherwise), and assigns; ( ii) all of the provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to Applicable Law, including, but not limited to, Section 1468 of the Civil Code of the State of California; and ( iii) each covenant to do or refrain from doing some act on the Property hereunder, or with respect to any City -owned property: ( a) is for the benefit of such properties and is a burden upon such property; ( b) runs with such properties; c) is binding upon each Party and each successive owner during its ownership of such properties or any portion thereof, and each person or entity having any interest therein derived in any manner through any owner of such properties, or any portion thereof; and ( d) shall benefit each property hereunder, and each other person or entity succeeding to an interest in such properties. 59 Ordinance No. 9. 2023

10. 7 Notice of Completion, Revocation or Termination. Upon any early revocation or termination of this Agreement ( as to all or any part of the Property or Project) under the circumstances and in the manner permitted herein, the Parties agree to execute, if requested in writing by the other Party, a written statement acknowledging such revocation or termination in the form attached as Exhibit P, signed by the appropriate agents of City and Developer, and record such instrument in the Official Records. In addition, Developer shall have the right to terminate this Agreement ( i) with respect to each Completed building( s) and the legal parcel on which such building(s) is located when one or more of the Project' s buildings have received its or their Certificate of Occupancy and (ii) with respect to portions of the Property on which improvements other than buildings are to be constructed, and which constitute a separate legal parcel, when such improvements have been Completed and, if applicable, have received a Certificate of Occupancy, and, with respect to each of (i) and ( ii), all of the Required Exactions, Community Benefits and Public Benefits, and any other obligations and requirements tied to the specific building( s) or legal parcel have been provided or otherwise satisfied, in accordance with this Agreement (and provided that any and all ongoing Developer or owner obligations, including but not limited to any Community Benefit and Public Benefit obligations, shall survive such termination and remain in full force and effect as required by the Approvals or this Agreement), by submitting a completed Notice of Completion to City that demonstrates the foregoing, as set forth in the checklist attached to such notice, and which identifies the Community Benefit, Public Benefit and other obligations, if any, that are ongoing and shall remain in full force and effect. Following any early revocation or termination of this Agreement, including a termination following Completion as set forth in this Section 10. 7, the restrictions on Transfers shall no longer apply to the portion of the Project as to which this Agreement has been revoked or terminated. The completed checklist shall be consistent with ( a) Developer' s obligations under the Approvals, this Agreement, and the Subsequent Approvals for such building( s) or legal parcel( s), and ( b) any written summary of such obligations that Developer submitted in connection with the most -recent annual review, if any, of such buildings or legal parcel pursuant to Section 8. 1 of this Agreement. Subject to the foregoing and upon Developer' s request, City and Developer shall execute and record a Notice of Completion and Termination substantially in the form attached as Exhibit P for the applicable property on which the buildings are located or for the applicable legal parcel on which other improvements or facilities have been constructed.

ARTICLE XI
MORTGAGE PROTECTION; CERTAIN RIGHTS OF CURE

11. 1 Mortgage Protection. This Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording this Agreement, including the lien of any deed of trust or mortgage (" Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against any person or entity, including any deed oftrust beneficiary or mortgagee (" Mortgagee") who acquires title to the Property, or any portion thereof, by foreclosure, trustee' s sale, deed in lieu of foreclosure, or otherwise.

11. 2 Mortgagee Not Obligated. Notwithstanding the provisions of Section 11. 1 above, no Mortgagee shall have any obligation or duty under this Agreement to construct or Complete the construction of improvements or to guarantee such construction or Completion; provided, 60 Ordinance No. 9. 2023

however, a Mortgagee shall not be entitled pursuant to this Agreement to devote the Property to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by this Agreement or otherwise under the Approvals.

11. 3 Notice of Default to Mortgagee. If City receives a notice from a Mortgagee requesting a copy of any notice of default given to Developer hereunder and specifying the address for service thereof, then City shall deliver to such Mortgagee, concurrently with service thereon to Developer, any Notice of Breach given to Developer with respect to any claim by City that Developer has committed an event of default, and, ifCity makes a determination of noncompliance hereunder, City shall likewise serve notice of such noncompliance on such Mortgagee concurrently with service thereon on Developer. Each Mortgagee shall have the right during the same period available to Developer to cure or remedy, or to commence to cure or remedy, the event of default claimed or the areas of noncompliance set forth in City' s Notice of Breach, plus additional time not to exceed one hundred fifty ( 150) days, as reasonably determined by the Community Development Director, to allow Mortgagee sufficient time to make the election to cure and thereafter prosecute such cure to completion. If a Mortgagee shall be required to obtain title or possession in order to cure any default or breach, then the time to cure shall be tolled so long as the Mortgagee is diligently attempting to obtain possession, including by appointment of a receiver or foreclosure, and provides City upon written request from time to time reasonable evidence of such diligent efforts; provided the tolling shall not exceed 180 days or such longer period as City may agree in its sole discretion. A delay or failure by City to provide such notice required by this Section shall extend, for the number of days until notice is given, the time allowed to the Mortgagee for cure, but shall not extend Developer' s time to cure.

ARTICLE XII

GENERAL PROVISIONS

12. 1 Project is a Private Undertaking. It is specifically understood and agreed by the Parties that the development contemplated by this Agreement is a private development, that City has no interest in or responsibility for or duty to third persons concerning any of said improvements, and that Developer shall have full power over and exclusive control of the Property herein described subject only to the limitations and obligations of Developer under this Agreement.

12. 2 Notices, Demands, and Communications between the Parties. Whenever this Agreement requires or provides for a notice to be given, regardless of whether this Agreement describes such notice as " written notice", such notice shall be given in writing in accordance with this Section 12. 2, unless this Agreement expressly provides for another form or manner of notice with respect to the particular notice. Formal written notices, demands, correspondence, and communications between City and Developer will be sufficiently given if dispatched by first-class mail, postage prepaid, or overnight courier, to the offices of City and Developer indicated below.

Such written notices, demands, correspondence, and communications may be sent in the same manner to such persons and addresses as either Party may from time to time designate by mail or courier as provided in this Section:
61 Ordinance No. 9. 2023

City:

With a copy to:

And to:

And to:

Developer:

With a copy to:

City Manager' s Office —City of Mountain View
Attn: City Manager
500 Castro Street
P. O. Box 7540
Mountain View, CA 94039- 7540
City Attorney' s Office
Attn: City Attorney
City of Mountain View
500 Castro Street
P. O. Box 7540
Mountain View, CA 94039- 7540
Community Development Department
Attn: Community Development Director
City of Mountain View
500 Castro Street
P. O. Box 7540
Mountain View, CA 94039- 7540
Public Works Department
Attn: Public Works Director
City of Mountain View
500 Castro Street
P. O. Box 7540
Mountain View, CA 94039- 7540
Google LLC
Attn: DevCo North Bayshore Team
Mountain View Real Estate Team
1600 Amphitheatre Parkway
Mountain View, CA 94043
Google LLC
Attn: Legal Department/ Real Estate Matters
1600 Amphitheatre Parkway
Mountain View, CA 94043
Notices delivered by deposit in the United States mail as provided above shall be deemed to have been served two ( 2) Business Days after the date of deposit or if sent via overnight courier on the next Business Day.

12. 3 No Joint Venture or Partnership. Nothing contained in this Agreement or in any document executed in connection with this Agreement shall be construed as making City and Developer joint venturers or partners.
62 Ordinance No. 9. 2023

12. 4 Severability. Except as otherwise provided herein, if any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected and shall remain in full force and effect unless amended or modified by mutual consent of the Parties.

12. 5 Section Headings. Article and Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, or conditions of this Agreement.

12. 6 Entire Agreement. This Agreement, including the Recitals and the exhibits attached to this Agreement, each ofwhich is incorporated herein by reference, constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof. The exhibits are listed in the Agreement Table of Contents.

12. 7 Estoppel Certificate. Either Party may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing that, to the knowledge of the certifying Party: ( a) this Agreement is in full force and effect and a binding obligation ofthe Parties; ( b) this Agreement has not been amended or modified orally or in writing, and, if so amended, identifying the amendments; ( c) the requesting Party is not subject to an uncured breach or in default in the performance of its obligations under this Agreement, or ifin breach or default, to describe therein the nature and amount of any such breaches or defaults; and ( d) any other matter reasonably requested by the requesting Party, including the findings of City with respect to the most recent annual review performed pursuant to Section 8. 1 of this Agreement. The requesting Party shall be responsible for all reasonable costs incurred by the Party from whom such certification is requested and shall reimburse such costs within thirty ( 30) days of receiving the certifying Party' s request for reimbursement. The Party receiving a request hereunder shall execute and return such certificate, or give a written, detailed response explaining why it is not obligated to do so, within twenty (20) Business Days following the receipt thereof. Either the City Manager or the Community Development Director shall have the right to execute any certificate requested by Developer hereunder. City acknowledges that a certificate hereunder may be relied upon by Transferees, Mortgagees and investors in Developer.

12. 8 Statement of Intention. Because the California Supreme Court held in Pardee Construction Co. v. City ofCamarillo, 37 Ca1.3d 465 ( 1984), that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development and controlling the parties' agreement, it is the intent of City and Developer to hereby acknowledge and provide for the right of Developer to develop the Project in such order and at such rate and times as Developer deems appropriate within the exercise of its sole and subjective business judgment, subject to the terms of this Agreement (including without limitation phasing and timing requirements specified for Required Exactions, Community Benefits, Public Benefits, and public improvements). City acknowledges that such a right is consistent with the intent, purpose, and understanding of the Parties to this Agreement, and that without such a right, Developer' s development of the Project would be subject to the uncertainties sought to be avoided by the Development Agreement Statute and this Agreement.

12. 9 Indemnification and Hold Harmless. Developer shall indemnify, defend ( with counsel reasonably acceptable to City), and hold harmless City and its elected and appointed officials, boards, commissions, officers, employees, contractors, agents, and representatives 63 Ordinance No. 9. 2023

individually, a " City Party" and, collectively, " City Parties") from and against any and all third party liabilities, obligations, orders, claims, damages, fines, penalties, and expenses, including attorneys' fees and costs ( collectively, " Claims"), including Claims for any bodily injury, death, or property damage, arising during the Term, directly or indirectly from the development, construction, or operation of the Project and, if applicable, from failure to comply with the terms of this Agreement, and/ or from any other acts, omissions, negligence, or willful misconduct of Developer or any of Developer' s employees, partners, members, shareholders, contractors, subcontractors, agents, or representatives ( individually a " Developer Party" and collectively, Developer Parties") under this Agreement; provided that (i) Developer' s indemnity and hold harmless obligations in this Section 12.9 shall also include reasonable first party attorneys' fees and costs that may be incurred by City Parties in the defense of any third party Claims, and ( ii) Developer' s obligations in this Section 12. 9 to indemnify and hold harmless the City Parties (but not Developer' s duty to defend the City Parties) shall be limited (and shall not apply) to the extent such Claims are found to arise from the gross negligence or willful misconduct of a City Party.

This Section 12. 9 includes any and all present and future Claims arising out of or in any way connected with Developer' s or its contractors' or subcontractors' obligations to comply with the requirements of the Prevailing Wage Laws, including any and all Claims that may be asserted by contractors, subcontractors, or other third -party claimants pursuant to California Labor Code Sections 1726 and 1781. Developer' s obligations under this Section 12. 9 with respect to any Claims accruing during the Term of this Agreement shall survive expiration or earlier termination of this Agreement.

12. 10 Defense and Cooperation in the Event of a Litigation Challenge.

12. 10. 1 Cooperation. City and Developer shall cooperate in the defense of any claim, action, or court proceeding instituted by a third party or other governmental entity or official seeking to attack, set aside, void, annul, or otherwise challenge City' s review, processing, consideration, and/or approval ofthis Agreement, the Approvals, or any related decision, including the processing or adoption of any environmental documents or determinations under CEQA, which relate to the Approvals, or challenging the validity of any provision of this Agreement or the Approvals (" Litigation Challenge"), and the Parties shall keep each other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such information. Developer shall take the lead role defending such Litigation Challenge and may elect to be represented by the legal counsel of its choice, with the costs of such representation, including Developer' s administrative, legal, and court costs, paid solely by Developer. City may elect to retain separate counsel to monitor Developer' s defense of the Litigation Challenge at Developer' s expense. City shall have the right to approve all significant decisions concerning the manner in which defense of the Litigation Challenge is conducted, and to approve any and all settlements, all such approvals not to be unreasonably withheld, conditioned or delayed. Per Government Code Section 66474. 9, City shall promptly notify Developer of any proceeding thereunder. The Parties shall affirmatively cooperate in defending the Litigation Challenge and shall execute a joint defense and confidentiality agreement in order to share and protect information under the joint defense privilege recognized under Applicable Law.

12. 10. 2 Indemnification. Developer shall indemnify, defend, and hold harmless City Parties from any and all Claims, including cost awards and attorneys' fees awarded under Code of Civil Procedure Section 1021. 5, assessed or awarded against City by way of judgment, 64 Ordinance No. 9. 2023

settlement, or stipulation, and any costs, expenses, reasonable attorneys' fees, or expert witness fees that may be asserted or incurred by the City Parties, arising out of or in connection with a Litigation Challenge. Any proposed settlement of a Litigation Challenge shall be subject to City' s and Developer' s approval not to be unreasonably withheld, conditioned, or delayed. The City Attorney is hereby authorized to approve settlements on City' s behalf; provided, however, if the terms of the proposed settlement would constitute an amendment or modification of this Agreement or any Approvals, then the settlement shall not become effective unless such amendment or modification is approved by City and Developer in accordance with Applicable Law, and City reserves its full legislative discretion with respect to any such City approval. If Developer elects not to contest or defend such Litigation Challenge, City shall have no obligation to do so, but Developer shall be liable for any costs or awards that may arise from resolving the Litigation Challenge in favor of the party bringing the Litigation Challenge, including, but not limited to, reasonable costs City incurs to void approval of this Agreement or the Approvals or take other action as resolution of the Litigation Challenge may direct. Developer shall reimburse City for its reasonable costs incurred in connection with the Litigation Challenge within thirty (30) days following City' s written demand therefor, which may be made from time to time during the course of such litigation. Developer' s obligations under this Section 12. 10 shall survive expiration or earlier termination of this Agreement and shall remain in full force and effect throughout all stages of litigation, including appeals of any lower court judgements.

12. 11 Public Records Act Requests. Developer shall promptly reimburse City for all costs and fees associated with City' s response to Public Records Act requests related to this Agreement, the Project Approvals, the Property and the Project. City will confer with Developer prior to responding to any Public Records Act requests; provided, City will have full control and authority over its response. Notwithstanding the foregoing, to the extent that Developer in good faith believes that any financial materials reasonably requested by City constitutes a trade secret or confidential proprietary information protected from disclosure under the Public Records Act and other Applicable Laws, Developer shall mark any such materials as such. When a City official or employee receives a request for information that has been so marked or designated, City may request further evidence or explanation from Developer. If City determines, in its reasonable discretion, that the information does not constitute a trade secret or proprietary information protected from disclosure, City shall notify Developer of that conclusion and that the information will be released by a specified date in order to provide Developer an opportunity to obtain a court order prohibiting disclosure. If Developer fails to timely seek or obtain such a court order, City may thereafter release the information, in which case City shall have no liability to Developer or any other person with respect to such release.

12. 12 Recordation. Promptly after the Effective Date of this Agreement, the City Clerk shall have this Agreement recorded in the Official Records. If the Parties to this Agreement or their successors in interest amend or cancel this Agreement or if City terminates or modifies this Agreement as hereinabove provided, the City Clerk shall record such amendment, cancellation, or termination instrument in the Official Records.

12. 13 No Waiver of Police Powers or Rights. In no event shall this Agreement be construed to limit in any way City' s rights, powers, or authority under the police power and other powers of City to regulate or take any action in the interest of the health, safety, and welfare of its citizens.
65 Ordinance No. 9. 2023

12. 14 City Representations and Warranties. City represents and warrants to Developer that, as of the Effective Date:

12. 14. 1 City is a California charter city and municipal corporation and has all necessary powers under the laws of the State of California to enter into and perform the undertakings and obligations of City under this Agreement.

12. 14. 2 The execution and delivery of this Agreement and the performance of the obligations of City hereunder have been duly authorized by all necessary City Council action, and all necessary City approvals have been obtained.

12. 14. 3 This Agreement is a valid obligation of City and is enforceable in accordance with its terms.

During the Term ofthis Agreement, City shall, upon learning of any fact or condition which would cause of any of the warranties and representations in this Section 12. 14 not to be true, immediately give written notice of such fact or condition to Developer.

12. 15 Developer Representations and Warranties. Developer represents and warrants to City that, as of the Effective Date:

12. 15. 1 Developer is duly organized and validly existing under the laws ofthe State of Delaware, and is in good standing, and has all necessary powers under the laws of the State of California to own property interests and in all other respects enter into and perform the undertakings and obligations of Developer under this Agreement.

12. 15. 2 The execution and delivery of this Agreement and the performance of the obligations of Developer hereunder have been duly authorized by all necessary corporate action and all necessary corporate authorizations have been obtained.

12. 15. 3 This Agreement is a valid obligation of Developer and is enforceable in accordance with its terms.

12. 15. 4 Developer has not: ( i) made a general assignment for the benefit of creditors; ( ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Developer' s creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Developer' s assets; ( iv) suffered the attachment or other judicial seizure of all, or substantially all, of Developer' s assets; or (v) admitted in writing its inability to pay its debts as they come due.

During the Term ofthis Agreement, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 12. 15 not to be true, immediately give written notice of such fact or condition to City.

12. 16 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
66 Ordinance No. 9. 2023

12. 17 Waivers. Notwithstanding any other provision in this Agreement, any failures or delays by any Party in asserting any ofits rights or remedies under this Agreement shall not operate as a waiver of any such rights or remedies or deprive any such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. A Party may specifically and expressly waive in writing any condition or breach of this Agreement by the other Party, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision.

Consent by one Party to any act or failure to act by the other Party shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or similar acts or failures to act in the future.

12. 18 Time is of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof All references to time in this Agreement shall refer to the time in effect in the State of California.

12. 19 Venue. Any legal action regarding this Agreement shall be brought in the Superior Court for Santa Clara County, California, except for actions that include claims in which the Federal District Court for the Northern District of the State of California has original jurisdiction, in which case the Northern District of the State of California shall be the proper venue.

12. 20 Surviving Provisions. In the event this Agreement is terminated, neither Party shall have any further rights or obligations hereunder, except for those obligations of Developer which by their terms survive expiration or termination hereof, including, but not limited to, those obligations set forth in Sections 2. 3, 3. 7, 8. 7, 10. 7, 12. 9, and 12. 10, and in Exhibit FI (POPA Open Space Terms).

12. 21 Construction of Agreement. All Parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: ( a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; ( c) " shall," " will," or " agrees" are mandatory, and " may" is permissive; ( d) " or" is not exclusive; ( e) " includes" and " including" are not limiting; and ( f) "days" means calendar days unless specifically provided otherwise.

Signatures onfollowingpage]
67 Ordinance No. 9. 2023

IN WITNESS WHEREOF, City and Developer have executed this Agreement as of the date first written above.

City": " Developer":

CITY OF MOUNTAIN VIEW,
a California charter city and municipal
corporation
By:

GOOGLE, LLC,
a Delaware limited liability company
By:

Kimbra McCarthy
City Manager Name:

Notary acknowledgement required
Title:

Attest:

Heather Glaser
City Clerk
APPROVED AS TO CONTENT:

Name: Aarti Shrivastava
Assistant City Manager/ Community
Development Director
FINANCIAL APPROVAL:

Name: Derek Rampone
Finance and Administrative
Services Director
APPROVED AS TO FORM:

Name: Jennifer Logue
City Attorney
Notary acknowledgement required
Taxpayer I.D. Number
68 Ordinance No. 9. 2023

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF
On 20 before me,
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person( s) whose name(s) is/ are subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/ her/their authorized capacity(ies), and that by his/ her/their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument. insert name of notary)
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ( Seal)
69 Ordinance No. 9. 2023

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF
On 20 before me,
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person( s) whose name(s) is/ are subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/ her/their authorized capacity(ies), and that by his/ her/their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument. insert name of notary)
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ( Seal)
70 Ordinance No. 9. 2023

EXHIBIT A
Property Legal Description

NORTH BAYSHORE DEVELOPMENT AGREEMENT
TRACT ONE:

PARCEL ONE:

PARCEL A: ( 1804 N Shoreline Blvd, APN 116- 10- 077)
LOT 6, AS SHOWN ON THAT CERTAIN MAP ENTITLED MAP OF LOS ALAMOS ACRES, NORTH OF MOUNTAIN VIEW, SITUATED IN SECTIONS 9 AND 16, T. 6 S. R. 2 W., M. D. B. & M., WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON MARCH 19, 1929, IN BOOK X OF MAPS PAGE( S) 28 AND 29.

PARCEL B: ( 1764 N Shoreline Blvd, APN 116- 10- 078)
THE NORTHERLY 12, FRONT AND REAR MEASUREMENTS, OF LOT 7, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, " MAP OF LOS ALAMOS ACRES", WHICH SAID MAP WAS

FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON MARCH 19, 1929 IN BOOK " X" OF MAPS, PAGES 28 AND 29.

PARCEL C: ( 1758 N Shoreline Blvd, APN 116- 10- 079)
THE SOUTHERLY 1/ 2, FRONT AND REAR MEASUREMENTS OF LOT 7, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, " MAP OF LOS ALAMOS ACRES", WHICH MAP WAS

FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON MARCH 19, 1929 IN BOOK X OF MAPS, AT PAGES 28 AND 29.

PARCEL TWO:

PARCEL A: ( 1708 N Shoreline Blvd, APN 116- 10- 080)
PARCEL 1 AS SHOWN UPON THAT CERTAIN PARCEL MAP FILED FOR RECORD IN THE

OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON MAY 21, 1980 IN BOOK 463 OF MAPS, PAGE 37.

PARCEL B:

A NONEXCLUSIVE EASEMENT FOR CONSTRUCTION, INSTALLATION, OPERATION, USE,

INSPECTION, MAINTENANCE, REPAIR, REPLACEMENT, ALTERATION,

RECONSTRUCTION AND REMOVAL OF AN UNDERGROUND PIPELINE AS GRANTED IN THAT CERTAIN GRANT OF EASEMENT ( M4 GASLINE) RECORDED MARCH 16, 2006 AS INSTRUMENT NO. 18846393, OFFICIAL RECORDS.

PARCEL C:

A NONEXCLUSIVE EASEMENT FOR CONSTRUCTION, INSTALLATION, OPERATION, USE,

MAINTENANCE, REPAIR, REPLACEMENT AND REMOVAL OF UNDERGROUND EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023

LANDFILL GAS PIPELINES AS GRANTED IN THAT CERTAIN EASEMENT AGREEMENT RECORDED SEPTEMBER 8, 2005 AS INSTRUMENT NO. 18567119, OFFICIAL RECORDS.

PARCEL D:

A NONEXCLUSIVE EASEMENT FOR OPERATION, USE, MAINTENANCE, REPAIR,

REPLACEMENT AND REMOVAL OF AN UNDERGROUND LANDFILL GAS PIPELINES AND

ADJACENT COMMUNICATION PIPELINE AS GRANTED IN THAT CERTAIN EASEMENT AGREEMENT RECORDED MARCH 20, 2008 AS INSTRUMENT NO. 19784223, OFFICIAL RECORDS.

PARCEL E:

NON- EXCLUSIVE EASEMENTS FOR THE CONSTRUCTION, INSTALLATION, OPERATION,

USE, INSPECTION, MAINTENANCE, REPAIR, REPLACEMENT, ALTERATION,

RECONSTRUCTION AND REMOVAL OF THE COMPRESSOR FACILITY AND PIPELINES AS

GRANTED IN THAT CERTAIN EASEMENT AND ENCROACHMENT AGREEMENT

BETWEEN THE CITY OF MOUNTAIN VIEW AND ALZA CORPORATION PERTAINING TO A

PRIVATE LANDFILL GAS COMPRESSOR FACILITY AND PIPELINES FOR TRANSMISSION OF LANDFILL GAS RECORDED JULY 31, 2008 AS INSTRUMENT NO. 19941667, OFFICIAL RECORDS.

PARCEL THREE: ( 1890 N Shoreline Blvd, APN 116- 10- 084) LOT 1, AS SHOWN ON THAT CERTAIN MAP ENTITLED, " MAP OF LOS ALAMOS ACRES, NORTH OF MOUNTAIN VIEW, SITUATED IN SEC' S 9 AND 16, T. 6 S. R. 2 W., M. D. M", WHICH

MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON MARCH 19, 1929 IN BOOK " X" OF MAPS, AT PAGE( S) 28 AND 29.

EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF MOUNTAIN VIEW BY DEED RECORDED ON FEBRUARY 25, 1981 IN BOOK F925 OF OFFICIAL RECORDS, PAGE 214, AND BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST

NORTHEASTERLY CORNER OF SAID LOT, SAID CORNER BEING ALSO THE POINT OF

INTERSECTION OF THE CENTERLINE OF STIERLIN ROAD, WITH THE CENTERLINE OF CHARLESTON ROAD, AS SAID ROADS ARE SHOWN ON SAID MAP; THENCE ALONG THE

EASTERLY LINE OF SAID LOT, BEING COMMON TO SAID CENTERLINE OF STIERLIN ROAD, SOUTH 122. 93 FEET TO THE MOST SOUTHEASTERLY CORNER OF SAID LOT; THENCE LEAVING SAID COMMON LINE, ALONG THE SOUTHERLY LINE OF SAID LOT N. 86° 01' 00" W. 40. 10 FEET TO A POINT IN A LINE THAT IS PARALLEL WITH AND 40. 00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM SAID CENTERLINE; THENCE ALONG SAID PARALLEL LINE NORTH 74. 21 FEET, THENCE ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 20. 00 FEET, THROUGH A CENTRAL ANGLE OF 85° 02' 22" AN ARC LENGTH OF 29. 68 FEET; THENCE N. 85° 02' 22" W. 297. 08 FEET TO A POINT IN THE

WESTERLY LINE OF SAID LOT, THENCE ALONG THE WESTERLY LINE OF SAID LOT, NORTH 25. 06 FEET TO SAID CENTERLINE OF CHARLESTON ROAD, THENCE ALONG SAID EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023

CENTERLINE BEING COMMON TO THE NORTHERLY LINE OF SAID LOT, S. 86° 00' 16" E. 355. 10 FEET TO THE POINT OF BEGINNING.

PARCEL FOUR: ( 1842 N Shoreline Blvd, APN 116- 10- 089) PARCEL 1, AS DELINEATED UPON THAT CERTAIN MAP ENTITLED, " PARCEL MAP",

FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON FEBRUARY 11, 1985 IN BOOK 539 OF MAPS AT PAGES 21 AND 22.

PARCEL FIVE: ( 1489 Charleston Rd, APN 116- 10- 107 and 1055 Joaquin Rd, APN 116- 10- 108) BEING ALL OF LOT 26, AS SHOWN ON THE MAP ENTITLED " MAP OF LOS ALAMOS ACRES NORTH OF MOUNTAIN VIEW", FILED FOR RECORD IN BOOK X OF MAPS, AT PAGES 28 AND 29 SANTA CLARA COUNTY RECORDS AND ALL OF PARCEL 1, AS SHOWN ON THAT CERTAIN MAP ENTITLED, " PARCEL MAP BEING ALL OF LOTS 21, 22, 23, 24, AND 27 AS SHOWN ON THAT CERTAIN MAP ENTITLED MAP OF LOS ALAMOS ACRES" FILED FOR RECORD IN BOOK 598 OF MAPS, AT PAGES 23 AND 24, SANTA CLARA COUNTY

RECORDS, LOCATED IN CITY OF MOUNTAIN VIEW, COUNTY OF SANTA CLARA, STATE

OF CALIFORNIA, AND AS SHOWN AND DELINEATED ON THAT CERTAIN NOTICE OF LOT LINE ADJUSTMENT RECORDED SEPTEMBER 20, 2007 AS INSTRUMENT NO. 19591793, OFFICIAL RECORDS OF SANTA CLARA COUNTY.

TRACT TWO:

PARCEL ONE: ( 1500 Plymouth St. & 1550 Plymouth St., APN 116- 10- 095) ( CHANGED FROM

PARCEL I)

PARCEL A, AS SHOWN ON THAT PARCEL MAP FILED FOR RECORD IN THE OFFICE OF

THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON JANUARY 21, 1987, IN BOOK 570 OF MAPS, PAGES 32 AND 33.

PARCEL TWO:

PARCEL A: ( 1565 Charleston Rd. & 1585 Charleston Rd, APN 116- 10- 102) PARCEL ONE AS SHOWN ON THAT CERTAIN MAP ENTITLED " PARCEL MAP BEING A RESUBDIVISION OF ALL OF PARCEL " A" OF PARCEL MAP, IN BOOK 557 OF MAPS, PAGES 1 AND 2, AND LYING WITHIN THE CITY OF MOUNTAIN VIEW, CALIFORNIA," WHICH

MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON JULY 22, 1991, IN BOOK 628 OF MAPS, PAGES 45 TO 46, INCLUSIVE.

PARCEL B:

EASEMENTS FOR VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS AS CONTAINED

IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR CHARLESTON PLACE DATED JULY 19, 1991 EXECUTED BY CHARLESTON PLACE ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP RECORDED JULY 22, 1991 IN BOOK L797, PAGE 22, INSTRUMENT NO. 10989807, OFFICIAL RECORDS.

EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023

PARCEL THREE:

PARCEL A: ( 1545 Charleston Rd, APN 116- 10- 105)
PARCEL TWO AS SHOWN ON THAT CERTAIN MAP ENTITLED " PARCEL MAP BEING A RESUBDIVISION OF ALL OF PARCEL " A" OF PARCEL MAP, IN BOOK 557 OF MAPS, PAGES 1 AND 2, AND LYING WITHIN THE CITY OF MOUNTAIN VIEW, CALIFORNIA," WHICH

MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON JULY 22, 1991, IN BOOK 628 OF MAPS, PAGES 45 TO 46, INCLUSIVE.

PARCEL B:

EASEMENTS FOR VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS AS CONTAINED

IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR CHARLESTON PLACE DATED JULY 19, 1991 EXECUTED BY CHARLESTON PLACE ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP RECORDED JULY 22, 1991 IN BOOK L797, PAGE 22, INSTRUMENT NO. 10989807, OFFICIAL RECORDS.

PARCEL FOUR:

PARCEL A: ( 1010 Joaquin Rd, APN 116- 10- 104)
PARCEL THREE AS SHOWN ON A PARCEL MAP RECORDED JULY 22, 1991 IN BOOK 628, PAGE 45 OF MAPS, RECORDS OF SANTA CLARA COUNTY.

PARCEL B:

NON- EXCLUSIVE EASEMENTS GRANTED IN THE DEED RECORDED JULY 22, 1991 IN BOOK L797, PAGE 105, AS FURTHER DEFINED IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED JULY 22, 1991 IN BOOK L797, PAGE 22, BOTH OF OFFICIAL RECORDS.

PARCEL C:

NON- EXCLUSIVE EASEMENT CREATED IN THE DOCUMENT RECORDED JULY 22, 1991 IN BOOK L797, PAGE 111, FOR INSTALLING, MAINTAINING, REPAIRING AND REPLACING

UNDER GROUND CONDUITS AND CABLES ON, OVER, UNDER AND ACROSS THE LAND DESCRIBED AS FOLLOWS:

BEING A PORTION OF THAT CERTAIN PARCEL SHOWN AS " PARCEL A" ON THAT CERTAIN PARCEL MAP FILED FOR RECORD IN BOOK 557 OF MAPS AT PAGE 2, SANTA

CLARA COUNTY RECORDS AND LYING WITHIN THE CITY OF MOUNTAIN VIEW, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF SAID "PARCEL A" AND THE EASTERLY RIGHT- OF- WAY LINE OF HUFF AVENUE AS SHOWN ON SAID MAP;

THENCE LEAVING SAID POINT OF BEGINNING ALONG SAID EASTERLY RIGHT- OF- WAY LINE NORTH 0° 17' 32" EAST 2. 51 FEET TO THE TRUE POINT OF BEGINNING; THENCE

LEAVING SAID TRUE POINT OF BEGINNING AND CONTINUING ALONG SAID EASTERLY RIGHT- OF- WAY LINE NORTH 0° 17' 32" EAST 2. 51 FEET; THENCE LEAVING SAID EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023

EASTERLY RIGHT- OF- WAY LINE SOUTH 85° 44' 13" EAST 18. 17 FEET; THENCE SOUTH 4° 15' 47" WEST 2. 50 FEET; THENCE SOUTH 85° 44' 13" EAST 36. 63 FEET TO THE BACK OF AN EXISTING CONCRETE CURB; THENCE ALONG THE BACK OF SAID CONCRETE CURB AND ITS EXTENSIONS THEREOF THE FOLLOWING COURSES AND DISTANCES: SOUTH 0° 17' 32" WEST 0. 47 FEET AND SOUTH 89° 42' 28" EAST 136. 79 FEET; THENCE LEAVING SAID EXTENSION SOUTH 0° 17' 32" WEST 2. 50 FEET; THENCE NORTH 89° 42' 28" WEST 130. 16 FEET TO A POINT ON THE SOUTHERLY BOUNDARY LINE OF SAID " PARCEL A"; THENCE ALONG SAID SOUTHERLY BOUNDARY LINE NORTH 85° 44' 13" WEST 48. 45 FEET; THENCE LEAVING SAID SOUTHERLY BOUNDARY LINE AT RIGHT ANGLES NORTH 4° 15' 47" EAST 2. 50 FEET; THENCE SOUTH 85° 44' 13" EAST 13. 00 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL D:

NON-EXCLUSIVE EASEMENT CREATED IN THE DOCUMENT RECORDED JULY 26, 1991 IN BOOK L802, PAGE 262, FOR PEDESTRIAN ACCESS ON, OVER AND ACROSS THE LAND DESCRIBED AS FOLLOWS: BEING A PORTION OF THAT CERTAIN PARCEL SHOWN AS PARCEL A" ON THAT CERTAIN PARCEL MAP FILED FOR RECORD IN BOOK 557 OF MAPS AT PAGE 2, SANTA CLARA COUNTY RECORDS AND LYING WITHIN THE CITY OF

MOUNTAIN VIEW, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF SAID " PARCEL A" AND THE EASTERLY RIGHT- OF- WAY LINE OF HUFF AVENUE AS SHOWN ON SAID MAP;

THENCE LEAVING SAID POINT OF BEGINNING ALONG SAID EASTERLY RIGHT- OF- WAY LINE NORTH 0° 17' 32" EAST 10. 02 FEET; THENCE LEAVING SAID EASTERLY RIGHT- OFWAY LINE SOUTH 85° 44' 13" EAST 54. 63 FEET TO THE BACK OF AN EXISTING CONCRETE CURB; THENCE ALONG THE BACK OF SAID CONCRETE CURB AND ITS EXTENSIONS THEREOF THE FOLLOWING COURSES AND DISTANCES: SOUTH 0° 17' 32" WEST 7. 98 FEET AND SOUTH 89° 42' 28" EAST 136. 79 FEET; THENCE LEAVING SAID BACK OF CURB LINE SOUTH 0° 17' 32" WEST 11. 54 FEET TO SAID SOUTHERLY LINE OF " PARCEL A"; THENCE ALONG SAID SOUTHERLY LINE OF " PARCEL A" NORTH 85° 44' 13" WEST 191. 76 FEET TO THE POINT OF BEGINNING.

PARCEL E:

A NON- EXCLUSIVE EASEMENT FOR INSTALLATION, MAINTENANCE, REPAIR AND

REPLACEMENT OF UNDERGROUND CONDUITS AND CABLES AS GRANTED IN THAT CERTAIN COMMUNICATIONS EASEMENT AGREEMENT RECORDED JULY 22, 1991 IN BOOK L797, PAGE 127, OFFICIAL RECORDS.

TRACT THREE:

PARCEL ONE: ( 1201, 1345, 1355, & 1365 Shorebird Way, APN 116- 11- 038)

ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF MOUNTAIN VIEW, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, BEING ALL OF LOTS 1 & 2 AS SHOWN ON THE PARCEL MAP FILED IN BOOK 510 OF MAPS, PAGES 43- 44, AND ALL OF EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023

PARCEL A AS SHOWN ON THE PARCEL MAP FILED IN BOOK 459 OF MAPS, PAGES 54- 55, SANTA CLARA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1, SAID POINT BEING ON THE

SOUTH LINE OF SHOREBIRD WAY AS SHOWN ON SAID PARCEL MAP, THENCE EAST, A DISTANCE OF 699. 49 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 90. 00 FEET, THROUGH A CENTRAL ANGLE OF 92° 50' 26", AN ARC DISTANCE OF 145. 83 FEET TO THE WEST LINE OF SAID PARCEL A; THENCE NORTH 02° 50' 26" WEST, A DISTANCE OF 167. 57 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 465. 00 FEET, THROUGH A CENTRAL ANGLE OF 26° 20' 27", AN ARC DISTANCE OF 213. 77 FEET; THENCE NORTH 23° 30' 00" EAST, A DISTANCE OF 26. 54 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 20. 00 FEET, THROUGH A CENTRAL ANGLE OF 86° 02' 47", AN ARC DISTANCE OF 30. 04 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 1, 129. 00 FEET, THROUGH A CENTRAL ANGLE OF 19° 53' 22", AN ARC DISTANCE OF 391. 92 FEET; THENCE NORTH 89° 39' 26" EAST, A DISTANCE OF 7. 55 FEET TO THE NORTHEAST CORNER OF SAID PARCEL A; THENCE SOUTH 00° 20' 34" EAST, A DISTANCE OF 859. 64 FEET TO THE SOUTHEAST CORNER OF SAID LOT 2; THENCE NORTH 89° 33' 08" WEST, A DISTANCE OF 1, 249. 45 FEET TO THE SOUTHWEST CORNER OF SAID LOT 1; THENCE NORTH 00° 20' 34" WEST, A DISTANCE OF 409. 37 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM ALL RIGHTS TO MINERALS, GAS, OIL, TARS, HYDROCARBON

AND METALLIFEROUS SUBSTANCES OF EVERY KIND, TO THE EXTENT THAT SAID

RIGHTS CURRENTLY VEST IN GRANTOR, TOGETHER WITH THE RIGHT TO DRILL OR

MINE FOR THE SAME, WITHOUT, HOWEVER, THE RIGHT TO DRILL OR MINE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF SAID LAND, AS

RESERVED TO THE NEWHALL LAND AND FARMING COMPANY, A CALIFORNIA CORPORATION, BY DEED RECORDED JUNE 01, 1979 IN BOOK E535, PAGE 168, OFFICIAL RECORDS. TITLE TO CERTAIN SUCH RIGHTS RESERVED WERE TRANSFERRED TO

NEWHALL RESOURCES, A CALIFORNIA LIMITED PARTNERSHIP, BY MINERAL DEED RECORDED MARCH 22, 1983 IN BOOK H417, PAGE 631, OFFICIAL RECORDS, AND

SUBSEQUENTLY TO THE NEWHALL LAND AND FARMING COMPANY, A CALIFORNIA

LIMITED PARTNERSHIP, BY CONVEYANCE AND ASSIGNMENT RECORDED FEBRUARY 02, 1989 IN BOOK K838, PAGE 977 AND MARCH 02, 1989 IN BOOK K865, PAGE 1105, AND ASSIGNMENT AND ASSUMPTION RECORDED MARCH 02, 1989 IN BOOK K865, PAGE 1107, OFFICIAL RECORDS.

PARCEL TWO: ( 1380 Shorebird Way, APN 116- 11- 024)
LOT 3, SO DESIGNATED AND DELINEATED ON THE MAP OF TRACT NO. 7033 RECORDED FEBRUARY 25, 1981 IN BOOK 479 OF MAPS, PAGES 45 AND 46, SANTA CLARA COUNTY RECORDS. EXCEPTING THEREFROM ALL RIGHTS TO MINERALS, GAS, OIL, TARS,

HYDROCARBON AND METALLIFEROUS SUBSTANCES OF EVERY KIND, TO THE EXTENT

THAT SAID RIGHTS CURRENTLY VEST IN GRANTOR, TOGETHER WITH THE RIGHT TO EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023

DRILL OR MINE FOR THE SAME, WITHOUT, HOWEVER, THE RIGHT TO DRILL OR MINE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF SAID LAND,

AS RESERVED TO THE NEWHALL LAND AND FARMING COMPANY, A CALIFORNIA CORPORATION, BY DEED RECORDED JUNE 1, 1979 IN BOOK E535, PAGE 168, OFFICIAL RECORDS. TITLE TO CERTAIN SUCH RIGHTS RESERVED WERE TRANSFERRED TO

NEWHALL RESOURCES, A CALIFORNIA LIMITED PARTNERSHIP, BY MINERAL DEED RECORDED MARCH 22, 1983 IN BOOK H417, PAGE 631, OFFICIAL RECORDS, AND

SUBSEQUENTLY TO THE NEWHALL LAND AND FARMING COMPANY, A CALIFORNIA

LIMITED PARTNERSHIP, BY CONVEYANCE AND ASSIGNMENT RECORDED FEBRUARY 2, 1989 IN BOOK K838, PAGE 977 AND MARCH 2, 1989 IN BOOK K865, PAGE 1105, AND ASSIGNMENT AND ASSUMPTION RECORDED MARCH 2, 1989 IN BOOK K865, PAGE 1107, OFFICIAL RECORDS.

PARCEL THREE: ( 1385 Charleston Rd, APN 116- 11- 039)
LOT 1, SO DESIGNATED AND DELINEATED ON THE MAP OF TRACT NO. 7033 RECORDED FEBRUARY 25, 1981 IN BOOK 479 OF MAPS, PAGES 45 AND 46, SANTA CLARA COUNTY RECORDS.

PARCEL FOUR: ( 1393 Shorebird Way, APN 116- 11- 021)
LOT 4, SO DESIGNATED AND DELINEATED ON THE MAP OF TRACT NO. 7033 RECORDED FEBRUARY 25, 1981 IN BOOK 479 OF MAPS, PAGES 45 AND 46, SANTA CLARA COUNTY RECORDS.

PARCEL FIVE: ( 1383 Shorebird Way, APN 116- 11- 022) ( 1371 & 1375 Shorebird Way, APN 116- 11- 028)
LOT " B", SO DESIGNATED AND DELINEATED ON THE PARCEL MAP RECORDED APRIL 07, 1982 IN BOOK 498 OF MAPS, PAGES 36 AND 37, SANTA CLARA COUNTY RECORDS.

PARCEL SIX: ( 1215, 1230, 1245, 1295, 1310, & 1350 Charleston Rd, APN 116- 11- 030) LOT " A", SO DESIGNATED AND DELINEATED ON THE PARCEL MAP RECORDED APRIL 7, 1982 IN BOOK 498 OF MAPS, PAGES 36 AND 37, SANTA CLARA COUNTY RECORDS.

EXCEPTING THEREFROM ALL RIGHTS TO MINERALS, GAS, OIL, TARS, HYDROCARBON

AND METALLIFEROUS SUBSTANCES OF EVERY KIND, TO THE EXTENT THAT SAID

RIGHTS CURRENTLY VEST IN GRANTOR, TOGETHER WITH THE RIGHT TO DRILL OR

MINE FOR THE SAME, WITHOUT, HOWEVER, THE RIGHT TO DRILL OR MINE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF SAID LAND, AS

RESERVED TO THE NEWHALL LAND AND FARMING COMPANY, A CALIFORNIA CORPORATION, BY DEED RECORDED JUNE 1, 1979 IN BOOK E535, PAGE 168, OFFICIAL RECORDS. TITLE TO CERTAIN SUCH RIGHTS RESERVED WERE TRANSFERRED TO

NEWHALL RESOURCES, A CALIFORNIA LIMITED PARTNERSHIP, BY MINERAL DEED RECORDED MARCH 22, 1983 IN BOOK H417, PAGE 631, OFFICIAL RECORDS, AND

SUBSEQUENTLY TO THE NEWHALL LAND AND FARMING COMPANY, A CALIFORNIA

LIMITED PARTNERSHIP, BY CONVEYANCE AND ASSIGNMENT RECORDED FEBRUARY EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023

2, 1989 IN BOOK K838, PAGE 977 AND MARCH 2, 1989 IN BOOK K865, PAGE 1105, AND ASSIGNMENT AND ASSUMPTION RECORDED MARCH 2, 1989 IN BOOK K865, PAGE 1107, OFFICIAL RECORDS.

PARCEL SIX -A:

EASEMENTS AND RIGHTS AS GRANTED IN THAT CERTAIN INSTRUMENT ENTITLED

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE SHORELINE BUSINESS PARK REGARDING DRAINAGE FACILITIES" RECORDED JUNE 1, 1979, AS BOOK E535 PAGE 186, OFFICIAL RECORDS, AS AMENDED BY THAT CERTAIN

AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF THE SHORELINE BUSINESS PARK RECORDED JULY 27, 2000 AS INSTRUMENT NO. 15332963, OFFICIAL RECORDS.

PARCEL SIX- B:

EASEMENTS AND RIGHTS AS GRANTED IN THAT CERTAIN INSTRUMENT ENTITLED RECIPROCAL UTILITY LINE EASEMENT AGREEMENT" RECORDED JULY 27, 2000 AS INSTRUMENT NO. 15332973, OFFICIAL RECORDS.

PARCEL SEVEN: ( 1390 Shorebird Way, APN 116- 11- 025)
LOT 2, AS DESIGNATED AND DELINEATED ON THE MAP OF TRACT NO. 7033 RECORDED FEBRUARY 25, 1981 IN BOOK 479 OF MAPS, PAGES 45 AND 46, SANTA CLARA COUNTY RECORDS. EXCEPTING THEREFROM ALL RIGHTS, MINERALS, OIL, GAS, TARS,

HYDROCARBON AND METALLIFEROUS SUBSTANCES OF EVERY KIND, TOGETHER

WITH THE RIGHT TO DRILL OR MINE FOR SAME, WITHOUT HOWEVER, THE RIGHT TO DRILL OR MINE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE

OF SAID LAND, AS RESERVED IN THAT CERTAIN GRANT DEED FROM NEWHALL LAND

AND FARMING COMPANY TO NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY, RECORDED JUNE 1, 1979 IN BOOK E535, OFFICIAL RECORDS, PAGE 168.

PARCEL SEVEN - A:

TOGETHER WITH A NON- EXCLUSIVE RIGHT AND EASEMENT TO USE THE COMMON

AREAS, DRAINAGE EASEMENTS, UTILITY FACILITIES AND UTILITY LINE EASEMENTS,

ALONG WITH RIGHTS OF INGRESS AND EGRESS TO AND FROM SAID EASEMENTS, AS

SUCH TERMS ARE DEFINED IN AND SAID EASEMENTS CREATED BY THAT CERTAIN

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE SHORELINE BUSINESS PARK REGARDING DRAINAGE FACILITIES, RECORDED JUNE 1, 1979 IN BOOK E535, AT PAGE 186, AS DOCUMENT NO. 6390798, OF SANTA CLARA

COUNTY OFFICIAL RECORDS, AND AS AMENDED BY THAT CERTAIN AMENDMENT TO

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF THE SHORELINE BUSINESS PARK, RECORDED JULY 27, 2000 IN THE OFFICIAL RECORDS OF SANTA CLARA COUNTY, AS DOCUMENT NO. 15332963.

TRACT FOUR:

EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023

PARCEL ONE: ( 1340 Space Park Way & 1675 N Shoreline Blvd, APN 116- 14- 066) A PORTION OF LOT 7, AS SHOWN ON THE MAP OF LOS ALAMOS, RECORDED APRIL 1, 1912 IN BOOK N PAGE 91 OF MAPS, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA AND BEING DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON PIPE SET ON THE NORTHERLY LINE OF SAID LOT 7, DISTANT THEREON SOUTH 89° 34' EAST 40. 00 FEET

FROM THE NORTHWESTERLY CORNER THEREOF IN THE CENTERLINE OF STIERLIN ROAD ( 50. 00 FEET IN WIDTH); THENCE FROM SAID POINT OF BEGINNING SOUTH 89° 34' EAST ALONG SAID NORTHERLY LINE OF LOT 7, FOR A DISTANCE OF 452. 50 FEET; THENCE AT RIGHT ANGLES SOUTH 0° 26' WEST 135. 00 FEET; THENCE AT RIGHT ANGLES NORTH 89° 34' WEST AND PARALLEL WITH SAID NORTHERLY LINE OF LOT 7, FOR A DISTANCE OF 431. 63 FEET; THENCE WESTERLY ALONG THE ARC OF A CURVE TO THE RIGHT, TANGENT TO THE PRECEDING COURSE, WITH A RADIUS OF 20. 00 FEET, THROUGH A CENTRAL ANGLE OF 89° 34' FOR AN ARC DISTANCE OF 31. 27 FEET; THENCE NORTH AND PARALLEL WITH SAID CENTERLINE OF STIERLIN ROAD 115. 16 FEET TO THE POINT OF BEGINNING.

PARCEL TWO:

AN EASEMENT FOR THE INSTALLATION, MAINTENANCE, OPERATION, REPAIR AND

REPLACEMENT OF PUBLIC UTILITIES AND SANITARY SEWERS OVER A STRIP OF LAND 10 FEET IN WIDTH THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF LOT 7 IN THE CENTERLINE OF STIERLIN ROAD ( 50 FEET IN WIDTH), AS SHOWN ON THE MAP ABOVE REFERRED TO; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 7, SOUTH 89° 34' EAST 492. 50 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE FROM SAID TRUE POINT OF BEGINNING CONTINUING ALONG SAID NORTHERLY LINE OF LOT 7, SOUTH 89° 34' EAST 867. 50 FEET TO THE NORTHEASTERLY CORNER OF SAID LOT 7.

PARCEL THREE: ( 1300 Space Park Way, APN 116- 14- 072)
PORTION OF LOT 7, AS SHOWN ON THE MAP OF LOS ALAMOS, RECORDED APRIL 1, 1912 IN BOOK N, PAGE 91 OF MAPS, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF LOT 7, AS SHOWN ON

THE MAP ABOVE REFERRED TO, WITH THE WESTERLY LINE OF PARCEL ONE, AS DESCRIBED IN THE DEED FROM W.R. MCILVAINE, ET UX, TO JACOBSEN ENTERPRISES, RECORDED JUNE 11, 1964 IN BOOK 6538, PAGE 700 OF OFFICIAL RECORDS; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 7, SOUTH 89° 34' EAST 307. 70 FEET TO A POINT THEREON; THENCE LEAVING LAST SAID LINE AND PARALLEL WITH THE WESTERLY LINE OF SAID PARCEL ONE, ABOVE REFERRED TO, SOUTH 0° 26' WEST 130. 00 FEET TO A POINT ON THE NORTHERLY LINE OF THAT CERTAIN 5. 00 FOOT STRIP OF

LAND DESCRIBED IN THE INSTRUMENT TO THE CITY OF MOUNTAIN VIEW, A MUNICIPAL CORPORATION, RECORDED APRIL 8, 1964 IN BOOK 6454, PAGE 217 OF OFFICIAL RECORDS; THENCE ALONG THE NORTHERLY LINE OF LAST SAID 5. 00 FOOT STRIP OF LAND, NORTH 89° 34' WEST 307. 70 FEET TO A POINT ON THE WESTERLY LINE EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023

OF THE ABOVE REFERRED TO PARCEL ONE; THENCE ALONG LAST SAID WESTERLY LINE, NORTH 0° EAST 130. 00 FEET TO THE POINT OF BEGINNING.

PARCEL FOUR:

AN EASEMENT FOR THE INSTALLATION, OPERATION, MAINTENANCE, REPAIR AND

REPLACEMENT OF PUBLIC UTILITIES AND SANITARY SEWERS, OVER A STRIP OF LAND 10 FEET IN WIDTH THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF LOT 7 IN THE CENTERLINE OF STIERLIN ROAD ( 50 FEET IN WIDTH), AS SHOWN ON THE MAP HEREINABOVE REFERRED TO;
THENCE ALONG THE NORTHERLY LINE OF LOT 7, SOUTH 89° 34' EAST 1, 360. 00 FEET TO THE NORTHEASTERLY CORNER OF SAID LOT 7.

EXCEPTING FROM PARCEL FOUR ABOVE ALL THAT PORTION THEREOF LYING WITH THE BOUNDS OF PARCEL THREE.

TRACT FIVE:

PARCEL ONE: ( 1015 Joaquin Rd, APN 116- 10- 111)
ALL OF LOT 1, AS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORD IN THE

OFFICE OF THE RECORDER, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON OCTOBER 30, 1986 IN BOOK 566 OF MAPS, AT PAGE 36. EXCEPTING THEREFROM, ALL

THAT PORTION GRANTED TO THE CITY OF MOUNTAIN VIEW, A CALIFORNIA CHARTER CITY AND MUNICIPAL CORPORATION BY DEED RECORDED AUGUST 26, 2021 AS INSTRUMENT NO. 25078800 OF OFFICIAL RECORDS.

PARCEL TWO:

A NON- EXCLUSIVE EASEMENT FOR THE INSTALLATION, MAINTENANCE, REPAIR AND

REPLACEMENT OF UNDERGROUND CONDUITS AND CABLES AS GRANTED IN THAT CERTAIN EASEMENT AGREEMENT RECORDED JULY 22, 1991 AS INSTRUMENT NO. 10989813, OFFICIAL RECORDS.

PARCEL THREE:

A NON- EXCLUSIVE EASEMENT FOR THE INSTALLATION, MAINTENANCE, REPAIR AND

REPLACEMENT OF UNDERGROUND CONDUITS AND CABLES AS GRANTED IN THAT CERTAIN COMMUNICATIONS EASEMENT AGREEMENT RECORDED JULY 22, 1991 AS INSTRUMENT NO. 10989814, OFFICIAL RECORDS.

PARCEL FOUR:

A NON- EXCLUSIVE EASEMENT FOR PEDESTRIAN ACCESS AS GRANTED IN THAT CERTAIN ACCESS EASEMENT AGREEMENT RECORDED JULY 26, 1991 AS INSTRUMENT NO. 10994806, OFFICIAL RECORDS.

PARCEL FIVE:

EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023

A NON- EXCLUSIVE EASEMENT FOR THE INSTALLATION, OPERATION AND

MAINTENANCE OF AN UNDERGROUND GAS PIPELINE SYSTEM AS GRANTED IN THAT CERTAIN EASEMENT AGREEMENT RECORDED SEPTEMBER 08, 2005 AS INSTRUMENT NO. 18567119, OFFICIAL RECORDS.

PARCEL SIX:

A NON- EXCLUSIVE EASEMENT FOR THE CONSTRUCTION, INSTALLATION, OPERATION,

MAINTENANCE, REPAIR AND REPLACEMENT OF AN UNDERGROUND GAS PIPELINE AS GRANTED IN THAT CERTAIN EASEMENT AGREEMENT [ M- 4 GAS LINE] RECORDED MARCH 16, 2006 AS INSTRUMENT NO. 18846393, OFFICIAL RECORDS.

TRACT SIX: ( 1200, 1210, 1220, & 1230 Charleston Rd, APN 116- 11- 012) LOT 3 OF TRACT NO. 6621 AS SHOWN ON THE MAP RECORDED MAY 30, 1979 IN BOOK 442 OF MAPS, AT PAGES 31 AND 32, SANTA CLARA COUNTY RECORDS. EXCEPTING

THEREFROM ALL RIGHTS, TO MINERALS, OIL, GAS, TARS, HYDROCARBON AND

METALLIFEROUS SUBSTANCES OF EVERY KIND, TOGETHER WITH THE RIGHT TO

DRILL OR MINE FOR SAME, WITHOUT HOWEVER, THE RIGHT TO DRILL OR MINE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF SAID LAND,

AS RESERVED IN THAT CERTAIN GRANT DEED FROM NEWHALL LAND AND FARMING

COMPANY TO NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY, RECORDED JUNE 1, 1979 IN BOOK E535, OFFICIAL RECORDS, PAGE 168.

TRACT SEVEN:

PARCEL ONE: ( 1250 Space Park Way, APN 116- 144- 070)
PORTION OF LOT 7, AS SHOWN ON THAT CERTAIN MAP ENTITLED MAP OF LOS

ALAMOS, WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON APRIL 1, 1912 IN BOOK " N" OF MAPS, PAGE 91, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE NORTHERLY LINE OF LOT 7, AS SHOWN

ON THE MAP ABOVE REFERRED TO, WITH THE WESTERLY LINE OF PARCEL ONE, AS DESCRIBED IN THE DEED FROM W.R. MCILVAINE, ET UX TO JACOBSEN ENTERPRISES DATED JUNE 9, 1964 RECORDED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON JUNE 11, 1964 IN BOOK 6538 OF OFFICIAL RECORDS, PAGE 700; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 7, S. 89° 34' E. 615. 40 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE FROM

SAID TRUE POINT OF BEGINNING AND LEAVING LAST SAID LINE AND PARALLEL WITH THE WESTERLY LINE OF SAID PARCEL ONE, S. 0° 26' NW. 130. 00 FEET TO A POINT ON A

NORTHERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE

INSTRUMENT CONVEYED BY INSPIRATION DEVELOPMENT COMPANY, A NEVADA

CORPORATION TO THE CITY OF MOUNTAIN VIEW, A MUNICIPAL CORPORATION, DATED JANUARY 21, 1964 RECORDED APRIL 8, 1964 IN BOOK 6454 OF OFFICIAL RECORDS, PAGE 212, SANTA CLARA COUNTY RECORDS; THENCE ALONG LAST SAID NORTHERLY LINE S. 89° 34' E. 210. 41 FEET TO A POINT ON THE EASTERLY LINE OF SAID LOT 7 ABOVE REFERRED TO; THENCE ALONG THE EASTERLY LINE OF SAID LOT 7, N.

EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023