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8.A. - Page 42 <br /> DISPOSITION AND DEVELOPMENT AGREEMENT <br /> (815 Hamilton Project) <br /> THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the "Agreement ") is <br /> made and entered into as of this day of , 2015, by and <br /> between the CITY OF REDWOOD CITY, a charter city and California municipal corporation <br /> ( "City "), and HAMILTON & WINSLOW PROPERTIES, LLC, a California limited liability <br /> company (herein "Developer "). <br /> RECITALS <br /> This Agreement is entered into on the basis of the following facts, understandings and <br /> intentions of the parties: <br /> A. These Recitals refer to and utilize certain capitalized terms which are defined in <br /> Article 1 of this Agreement. <br /> B. The purpose of this Agreement is to effectuate the development by the Developer <br /> of certain real property (the "Developer Property ") owned by the Developer, together with <br /> certain other adjacent property owned by the City (the "Public Access Parcels" and the "Sliver <br /> Parcel "). The Developer Property, the Public Access Parcels, and the Sliver Parcel are <br /> collectively referred to herein as the "Site." <br /> C. The Developer Property, Public Access Parcels and Sliver Parcel subject to this <br /> Agreement are generally located as shown on the Map of the Site, Exhibit A -1 attached hereto. <br /> The Developer Property is legally described in the Legal Description of the Developer Property, <br /> Exhibit A -2 attached hereto; the Public Access Parcels are legally described in the Legal <br /> Description of the Public Access Parcels, Exhibit A -3 and Exhibit A -4, attached hereto, and the <br /> Sliver Parcel is legally described in the Legal Description of the Sliver Parcel, Exhibit A -5 <br /> attached hereto. <br /> D. The Developer desires to acquire the Public Access Parcels and Sliver Parcel to <br /> help provide underground parking for the development on the Site. <br /> E. The City desires to convey the Public Access Parcels and the Sliver Parcel on the <br /> terms and conditions set forth in this Agreement which will further the goals of the Downtown <br /> Precise Plan to provide greater public accessibility and connectivity between underground <br /> parking garages, thereby improving downtown traffic circulation. In addition, Developer shall <br /> be assuming certain ongoing obligations regarding public parking, and providing other <br /> community benefits as specified herein. <br /> AGREEMENT <br /> NOW, THEREFORE, in consideration of the mutual covenants and promises of the <br /> parties herein contained, the parties agree as follows: <br /> 82483.00019\9644366. 13 <br /> ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA <br /> REV: 07 -22 -15 VR <br /> Page 1 of 102 <br />