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<br />MEMORANDUM <br />OF <br />AMENDED AND RESTATED <br />DISPOSITION AND DEVELOPMENT AGREEMENT <br />FOR <br />DOWNTOWN RETAIL-CINEMA <br />AND PARKING PROJECT <br /> <br />THIS MEMORANDUM OF AMENDED AND REST A TED DISPOSITION AND <br />DEVELOPMENT AGREEMENT FOR DOWNTOWN RETAIL-CINEMA AND PARKING <br />PROJECT (this "Memorandum") is entered into by and between the CITY OF REDWOOD CITY, <br />a charter city (the "City"), the REDEVELOPMENT AGENCY OF THE CITY OF REDWOOD <br />CITY, a public body corporate and politic (the "Agency") and ON BROADWAY REDWOOD <br />CITY, LLC, a California limited liability company (the "Developer"), in which BHV Innisfree <br />Ventures I, LLC, a California limited liability company ("BHV") and Buchanan Urban Investors, <br />LLC, a California limited liability company are the sole members, and is dated for reference <br />purposes as of NOVEMBER ;?3 , 2004. <br /> <br />RECITALS <br /> <br />A. The City, the Agency and BHV previously entered into that certain Amended and <br />Restated Disposition and Development Agreement for Downtown Retail-Cinema and Parking <br />Project, dated as of January 8, 2003. The parties hereto subsequently entered into that certain First <br />Implementation Agreement to Amended and Restated Disposition and Development Agreement, <br />dated as of February 24, 2003, and that certain Second Implementation to Amended and Restated <br />Disposition and Development Agreement, dated as of September 23,2003. These three documents <br />together are referred to hereinafter as the "DDA." BHV assigned its rights and obligations in and <br />under the DDA to the Developer by way of an Assignment and Assumption Agreement dated as of <br />May 5, 2004. <br /> <br />B. The DDA provides, on the terms described therein, for the acquisition of various <br />parcels of land in the downtown area of the City by the Agency and/or the City, the creation from <br />those parcels of new parcels, including a vertical subdivision parcel, the construction of an <br />underground parking facility by the City (the "Public Parking Facility"), the transfer of the vertical <br />subdivision parcel above the underground parking facility to the Developer and the construction of <br />a retail-cinema complex (the "Retail Cinema") in that vertical subdivision parcel by the Developer. <br />The property which is the subject of the DDA, and of this Memorandum, is legally described in <br />Exhibit "A" attached hereto and incorporated herein by reference (the "Property"), and consists of <br />Parcel A (the vertical subdivision parcel in which the retail-cinema complex is to be constructed) <br />and Parcel B (the underlying parcel in which the Public Parking Facility is located). <br /> <br />I <br /> <br />REDW\0002\DOC\009-3 <br />6\30\04 1000 law <br />