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<br />ON BROADWAY REDWOOD CITY, LLC <br /> <br />ACTION BY UNANIMOUS WRITTEN CONSENT OF MEMBERS <br /> <br />Dated October 10, 2005 <br /> <br />The undersigned, being all the members (the "Members") of On Broadway <br />Redwood City, LLC, a California limited liability company (the "Company"), in accordance <br />with the provisions of Article IV of the Operating Agreement of the Company, dated as of <br />August 20,2003 (ás amended, the "Operating Agreement"), and the Beverly-Killea Limited <br />Liability Company Act, do hereby waive notice and consent to the taking of the following <br />actions and the adoption of the resolutions set forth below. <br /> <br />Construction and Reimbursement Agreement for Downtown Retail/Cinema Streetscape <br /> <br />WHEREAS, the Company acquired the rights and assumed the obligations of the <br />developer under that certain Amended and Restated Disposition and Development Agreement <br />for the Downtown Retail-Cinema and Parking Project dated as of January 8, 2003, by and among <br />the Redevelopment Agency of the City of Redwood City (the "Agency"), the City of Redwood <br />City (the "City") and BHV Innisfree Ventures I, LLC ("Original Developer"), as developer (as <br />amended prior to the date hereof, the "DDA"), pursuant to that certain Assignment and <br />Assumption Agreement (Amended and Restated Disposition & Development Agreement for the <br />Downtown Retail-Cinema and Parking Project) dated as of May 5,2004 by and among the <br />Agency, the City, Original Developer and the Company. <br /> <br />WHEREAS, the Company has certain obligations under the DDA to construct <br />offsite public improvements. <br /> <br />WHEREAS, the Company desires to enter into a Construction and <br />Reimbursement Agreement for Downtown Retail/Cinema Streetscape that clarifies the maximum <br />financial contribution of the Company in connection therewith and engages the Company to <br />provide certain construction management services relating to streetscape improvements and <br />street modifications more specifically described therein (the "Agreement"), the form of which <br />has been presented to the Members for their approval. <br /> <br />NOW THEREFORE, BE IT RESOLVED, that the Agreement be, and it hereby <br />is, approved; and <br /> <br />FURTHER RESOLVED, that BHV Innisfree Ventures I, LLC, a California <br />limited liability company ("BHV"), in its capacity as Managing Member of the Company, be and <br />it hereby is authorized, directed and empowered to execute and deliver the Agreement, in the <br />form presented to the Members. <br /> <br />DOCSSFI :842963.1 <br />9975-5 CI4 <br />