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<br />ORIGINAL <br /> <br />CONSTRUCTION AND REIMBURSEMENT AGREEMENT <br />FOR DOWNTOWN RET AIUCINEMA STREETSCAPE <br /> <br />THIS CONSTRUCTION AND REIMBURSEMENT AGREEMENT (the <br />"Agreement') is entered into this~~ay of nC~"'" , 2005, by and between <br />the REDWOOD CITY REDEVELOPMENT AGENCY, a public body, corporate and <br />politic (the "Agency"), the CITY OF REDWOOD CITY, a charter city and municipal <br />corporation (the "City"), and On Broadway Redwood City, LLC, a California limited <br />liability company, in which BHV Innisfree Ventures I, LLC and Buchanan Urban <br />Investors, LLC, are the sole members (the "Developer"). <br />Recitals <br />A. The Agency is in the process of implementing the Redevelopment Plan for <br />Redevelopment Project #2, Redwood City Community Redevelopment Project (the <br /> <br />"Plan"). <br /> <br />B. The Agency, Developer's predecessor in interest (BHV Innisfree <br />Ventures I, LLC) and the City entered into an Amended and Restated Disposition and <br />Development Agreement (the "DDA") for Downtown Retail-Cinema and Parking Project <br />(the "Project") on January 8, 2003, for the development of a two-level retail-cinema <br />project and a Public Parking Facility (the "Public Parking Facility") within an area <br />defined in the DDA as the "Project Site." Terms defined in the DDA shall have the <br />same meaning when used in this Agreement. <br />C. Through approval of this Agreement, both the City and the Agency have <br />determined that it would not be feasible or cost effective to competitively bid the <br />Streetscape Improvements portion of the Project or the Street Modifications described <br />below because, as specified in the DDA, construction of the offsite public improvements <br />(the "Streetscape Improvements") is a necessary component of the Project. This part of <br />the Project supports the redevelopment of the downtown area by upgrading the existing <br />streetscape surrounding the new "On Broadway" development and the section of <br />Broadway from Jefferson Avenue to Hamilton Street. Included in this improvement is <br />the transformation of the section of Middlefield Road from Winslow to Broadway into a <br />one way street with palm trees, dining terrace, concrete pavers, decorative column <br /> <br />Atty/Agr/2005.072 <br />101105 <br />840847v12 33786/0001 LBack <br />