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"Restaurant Security" means a general passbook, interest bearing account or certificate of deposit (of term acceptable to the Agency) in the name of the Agency with one of the five largest banks or savings and loan associations in California or another bank or savings and loan association acceptable to the Executive Director, having an initial balance equal to the Conforming Restaurant Amount. "Scheduled Maturity" means the fifteenth (15 anniversary of the Conveyance Date. "Scope of Development" means Exhibit "D" hereto. "Setoff' means the sum of any amounts due and owing by the Developer to the Agency • and /or the City as of the date the credit provided for in Section 4.14 of this Agreement becomes due and payable by the Agency. "Title Company" means First American Title Guaranty Company or another mutually acceptable title insurer. • "Verified Parking Structure Expenditures" means the amounts expended by the Developer to unrelated third party architects and contractors to design and construct the Required Parking Structure, excluding any costs or expenses for the Required Parking Structure incurred prior to the Date of Agreement, all as subject to confirmation by the Executive Director. ARTICLE ONE: DEVELOPER'S PRE - DISPOSITION REQUIREMENTS 1.01 Pre - Disposition Conditions. As a condition precedent to the Agency's obligation to sell and convey to Developer the Property, the conditions set forth in this Article One must be met no later than the Outside Date. 1.02 Approval of Development Plan. Prior to the execution of this Agreement, the Developer has submitted a development concept plan (the "Development Concept Plan ") for the development of the Property, including certain amenities to adjacent city property along the creek. The Development Concept Plan calls for the development of a first -class office project as more particularly described in the Development Concept Plan and the Scope of Development. The Developer acknowledges that the Property is being sold at a price less than fair market value based upon the highest and best use of the Property in consideration of the provision by the Developer of a first -class office project which includes an exceptional level of amenities, high quality of building materials and structured parking, and with such features as a fountain and an atypically high level and quality of facade improvements and landscaping, as well as the obligation of the Developer to accomplish such development by the times set forth therefor herein. The Developer further undertakes to develop the Adjacent City Property Improvements (on the Adjacent City Property) and to maintain such improvements for the life of the Redevelopment Plan in conformity with this Agreement. In addition, the Developer shall assume all responsibility for, defend, indemnify and hold harmless the Agency, the City, and their respective officials, officers, employees and agents from and against any loss, claim suit, demand, or damages arising from or in connection with the Adjacent City Property, the maintenance of the Adjacent City Property, or the improvement of the Adjacent City Property for a period continuing until the termination of the 6 DOCSOC1746041 v4\24258.0002