RDA Agmt 2004 1040 Davis Partnership LLC

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submittal to the City of San Leandro for a Planned Development application. By execution of this Agreement the Agency hereby approves said Plan. The Development Plan, which is attached hereto as Exhibit B and by this reference incorporated herein, calls for the development of a new office building and the renovation of the existing building for office use. The Development Plan is consistent with the Plaza Redevelopment Plan and Davis Street Urban Design Plan, and sets forth in drawings and models and/or elevations, the size and location of buildings, the number and location of parking spaces, the specific treatment and location of all landscaping amenities, the location of all pedestrian and automobile ingress and egress points, the proposed uses of the various portions of the buildings, and the location of other public streets and improvements. The development as set out in the Development Plan is hereinafter referred to as the "Improvements." B. Any material change, modification, revision or alteration of the approved Development Plan shall be submitted for approval by the Agency; if not so approved, the approved Development Plan shall continue to control. Any proposed material change, modification, revision or alteration shall be approved or disapproved by the Agency within fifteen (15) days of submittal and, if not approved or disapproved within said fifteen (15) day period, shall be deemed approved. 1,03 City of San Leandro Approval. It is the intent of both parties that Developer shall diligently pursue City approvals for the Improvements, resulting in receiving approval from the City of San Leandro for a Planned Development on the same date that this agreement is approved. The Planned Development approval shall incorporate the Development Plan, and it is the intent of both parties that, should the Planned Development not be approved on the same date as this agreement, that it will be approved prior to disposition or within sixty (60) days of the date of approval of this agreement. If Developer fails to obtain City approval for this project within sixty (60) days of the date of approval of this agreement after making a good faith effort, Developer may propose an alternative develop- ment. If Developer wishes to exercise this right, Developer shall present the Agency Executive Director with a proposal to purchase and develop the property no later than 90 days after Developer notifies Agency of the failure to obtain City approval. Agency shall not sell or develop the property during this period. If the Agency agrees to pursue the Developer's alternative proposal, Agency shall notify the Developer within 30 days of receipt of the proposal and the parties shall amend this Agreement to reflect the new proposal. 1.04 Financin Plan. (a) Prior to opening escrow and in no case later than thirty (30) days following the date of this Agreement, Developer shall submit to the Agency Developer's plan for financing the acquisition of Property and construction of the Improvements (hereinafter "Financing Plan"). The Financing Plan shall indicate the sources of necessary funds to pay, when due, the estimated costs and evidence that such funds have been firmly committed by Developer, equity investors or lending institutions, subject to such conditions as are commercially reasonable under the circumstances. (b) Sources of funds disclosed in the Financing Plan may include additional equity investments and/or loans provided such funding is from reasonable financial or lending institutions, including pension funds and syndicating entities. A financial or lending institution shall be deemed reasonable if it is a bank, savings and loan institution, pension fund or insurance company licensed to do Disposition and Development Page 2 Agreement - 1040 Davis Street May 14, 2004 FINAL