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DISPOSITION AND DEVELOPMENT AGREEMENT for � FRANKLIN STREET PROJECT THIS AGREEMENT (this "Agreement") is entered into as of , 1999, by and between the Redevelopment Agency of the City of Redwood City , California(the "Agency") and Irvine Apartment Communities, L.P., a Delaware limited partnership ("IAC"). The effective date of this Agreement shall be the date on which it is approved by the Board of Directors of the Agency (the "Effective Date"). The Agency and IAC hereby agree as follows: Article 1. SUBJECT OF AGREEMENT §101 Definitions Attachment 1 hereto sets forth the definitions of certain words and terms intended for use in this Agreement. Whenever a word or term that is defined in Attachment 1 appears in the text of this Agreement with its initial letter or letters capitalized, the definition of that word or term set forth in Attachment 1 shall apply. For convenience, Attachment 1 also sets forth the respective section numbers where other words and terms are defined, as to which the method of identification by the capitalization of initial letters also shall apply. §102 Purpose of Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan by providing for the development of a portion of the Redevelopment Area and to provide for the effective assembly and transfer to IAC of the parcels of real property not now owned or controlled through contract by IAC which comprise a portion of the Franklin Street Project Site. This Agreement is entered into for the purpose of initially conducting due diligence investigations, and thereafter developing a portion of the Franklin Street Project Site and not for the purpose of speculation in land holding. Subject to the terms and conditions set forth in this Agreement, including the results of the Site Feasibility Assessment, this Agreement provides for the acquisition, relocation of occupants from, and development of the IAC Project Site in two (2) phases; conveyance of the Acquisition Parcels by the Agency to IAC and the advancement of funds by IAC to the Agency for payment of the Agency's acquisition, relocation and other such conveyance costs. §103 Background The development of the Franklin Street Project Site pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City of Redwood -- City (the "City") and the health, safety, morals and welfaze of its�esidents, and in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. The following is a summary of the background and steps implemented by the Agency or IAC and/or Shea Homes Limited Partnership, a California limited partnership ("Shea"), prior to execution of this Agreement which are in furtherance of the Agency's redevelopment goals for the Franklin Street Project Site: 1 9627:839'76.25