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THIS AGREEMENT is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF REDWOOD CITY (the "Agency") and FIRST COMMUNITY HOUSING, a California non-profit public benefit corporation (the "Developer"), and is dated as of the day of ,20 The Agency and the Developer agree as follows: ARTICLE I SUBJECT OF AGREEMENT Section 1.01. Purposes of Aqreement. The purpose of this Disposition and Development Agreement (the "Agreement") is to effectuate redevelopment wi thin the boundaries of the City of Redwood City (the "City") by providing for the purchase and the redevelopment by the Developer of certain real property located within the duly established Project Area No.2 of the City and as indicated in the site map attached hereto as Exhibit "A" (the "Property"). The acceptance and the redevelopment of the Property by the Developer pursuant to this Agreement, and the fulfillment generally of the Agreement, are in the vital and best interests of the City, the Agency, and the health, safety, morals, and welfare of the City's residents, and are in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. Section 1.02. The Redevelopment Plan. The Redevelopment Plan for the proj ect Area No.2 (the "Redevelopment Plan") was approved and adopted by the City Council of the City by duly adopted Ordinance in accordance with the provisions of the Community Redevelopment Law of the State of California (the "Communi ty Redevelopment Law"). This Agreement shall be subj ect to the provisions of the Community Redevelopment Law. The Agency represents and warrants that the uses and improvements to be constructed on the Property (the "Project") in accordance with the Scope of Development attached hereto as Exhibit "B" comply with the provisions of the Community Redevelopment Law. Section 1.03. Parties to the Aqreement. a. The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under Chapter 2 of the Community Redevelopment Law, Health and Safety Code Section 33000, et seq. The principal office of the Agency is located at 1017 Middlefield Road, Redwood City, California 94063. As used in this Agreement, the term "Agency" shall be deemed to include the Agency and any assignee and/or 1 REDW\0006\DOC\001-5 1/27/05 7:00 /mve