Item A: West Broadway Memoranda of Understanding

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The Parties anticipate that each of the negotiation teams will include legal advisors and other professional consultants. Each party shall be responsible for all fees and costs, including the fees and costs charged by team members, associated with that party’s review and execution of this Memorandum and well as all fees and costs associated with negotiating, approving, executing and delivering the Agreement. Developer further understands that it is not and will not be entitled to any compensation under this Memorandum. 4. Developer’s Proposed Project – Elements. Developer’s proposed redevelopment project includes acquiring the URA Property under the terms of the URA option agreements and, thereafter, demolishing a number of existing improvements, constructing new buildings intended for a mix of uses such as retail, rental housing including affordable housing, market rate ownership housing, hotel, cinema, grocery and parking, making related infrastructure improvements and potentially renovating existing structures. URA and Developer understand that this Memorandum is intended to provide a timeline for negotiating terms and conditions of documents and for receiving public input relating to a project that is generally consistent with Developer’s response, including such uses. URA and Developer understand that specific project details are not known at this time, and there are no commitments from either party at this time regarding the final project details. 5. Advisory Committee; Public Participation. URA has created the West Broadway Advisory Committee (“Committee”) specifically to identify preferred design elements, mix of uses, public open spaces, options for parking, as well as a transition plan for existing businesses. URA anticipates the Committee’s work will be completed by the end of August 2007. Developer understands that participation by the Developer in the Committee’s deliberations is an essential component of the public involvement process. Developer will use its best efforts to attend a selected number of Committee meetings. In addition to the Committee’s deliberations, the Developer understands that up to three community-wide public workshops may be incorporated into the public process. Developer will use its best efforts to participate in the workshops. 6. Urban Planner/Facilitator. URA has hired HDR Inc. (“Facilitator”) to oversee the public process for Developer’s proposed redevelopment of West Broadway, including matters considered by the Committee. Developer will use its best efforts to work with the Facilitator to respond to requests for information needed to advance the Committee’s deliberations. 7. Relocation Obligations. URA and Developer understand that Developer’s proposed project may require the relocation of tenants and businesses within West Broadway. Developer will use its best efforts to cooperate with the URA and the Committee in the creation of a relocation plan for tenants and businesses impacted by the proposed project.