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D. Upon the approval of the Retail Project by the City, Kaiser desires to submit a <br />completed application for the Medical Center that that will include a 263 bed, 438,000 square <br />foot hospital, a 410,000 square foot hospital support building, a Central Utility Plant and <br />additional outpatient and administrative office buildings to be constructed over the term of a 25- <br />year master plan (the "Medical Center Project"). Kaiser desires to submit its application in the <br />summerlfall of 2008 for the Medical Center Project. <br />E.. The portion of I-880 from the Davis Street exit through the Marina Boulevard exit <br />is currently planned to be improved by the addition of a southbound HOV lane from the northern <br />San Leandro border to just south of the I-880/Marina Boulevard-Marina Automall Interchange , <br />and these improvements have been substantially but not completely funded by the Corridor <br />Mobility Improvement Program of the State Infrastructure Bond Program. ("HOV Lane <br />Project"). under Proposition ] B approved by the voters of the State of California in 2006, <br />improvements will be completed by January 1, 2012 for the HOV Lane Project ,which includes <br />rebuilding of the overpass at Marina and the ramps and roads that serve the overpass (the <br />"Marina Interchange"). <br />F. The Marina Overpass does not meet current Caltrans standards and a recent <br />tractor-trailer truck accident at the Marina Overpass caused serious traffic delays and dangers to <br />public safety. In addition, the improvements proposed for the Marina Interchange in the HOV <br />Lane Project will only be satisfactory for traffic conditions prior to completion of the Medical- <br />Retail Complex. To minimize the disruption of traffic, provide the necessary funds for <br />construction and ensw-e timely completion of the Marina Interchange and HOV Lane Project <br />prior to the completion of the Medical-Retail Complex, a mutually beneficial plan that includes <br />certain additional improvements to the proposed Marina Interchange to accommodate future <br />traffic conditions has been developed by Kaiser, the City and the Alameda County Congestion <br />Management Agency ("ACCMA"). The success of this plan is based primarily upon Kaiser's <br />ability to provide the Medical-Retail Complex's financial contribution for the Marina <br />Interchange and the City's subsequent agreement with the ACCMA to forward the contribution <br />and mutually agree to the completion of the Marina Interchange in conjunction with the HOV <br />Lane Project to meet the City's development needs. <br />G. Both the Retail Project and the Medical Center Project require significant <br />infrastructure upgrades to the local streets, highways, and transportation network in the vicinity <br />of the Medical-Retail Complex. The Parties acknowledge and agree that without these needed <br />infrastructure improvements to the streets and highways surrounding the Medical-Retail <br />Complex, it will be difficult to develop viable retail or medical uses at this location. <br />H. To make this location suitable for development, the Parties desire to enter into an <br />MOU for the funding of the design and construction of the Marina Interchange infrastructure to <br />ensure that the Marina Interchange will have adequate capacity for the Medical-Retail Complex. <br />With a funding commitment from Kaiser, the City will coordinate further funding with the <br />ACCMA, the Alameda County Transportation Improvement Authority ("ACTIA"), Caltrans, <br />other responsible state and federal agencies, and future private developers in the area. <br />#380424 2 <br />1 /2008 <br />