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ORIGINAL SECOND IMPLEMENTATION AGREEMENT TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT FOR DOWNTOWN RETAIL-CINEMA AND PARKING PROJECT This Second Implementation Agreement to Amended and Restated Disposition and Redevelopment Agreement (this "Implementation Agreement") is entered into as of thi day of , 2003, by and between the REDEVELOPMENT AGENCY OF THE CITY OF REDWOOD CITY, a public body, corporate and politic (the "Agency"), the CITY OF REDWOOD CITY, a municipal corporation (the "City') and BHV INNISFREE VENTURES I, LLC, a California limited liability company, which Cinema Square, LLC, a California limited liability company, and Blake Hunt Ventures I, LLC, a California limited liability company, are the sole members (the "Developer"). Recitals A. The Agency, City and Developer previously entered into an Amended and Restated Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project on January 8, 2003, and a First Implementation Agreement on February 24, 2003 (collectively referred to herein as the "DDA"), pursuant to which the City and the Agency agreed to provide certain assistance by assembling parcels and paying for the construction of a public underground parking garage, in exchange for which the Developer would develop a two-level retail-cinema project (collectively referred to herein as the "Project"). B, In furtherance of the DDA, the City, Agency and Developer have entered into the following: (1) Construction and Reimbursement Agreement for Relocation of Reinforced Concrete Box Culvert, dated April 8, 2003; (2) Preconstruction, Design and Reimbursement Agreement for Downtown Underground Public Parking Facility, dated June 6, 2003; and (3) Demolition, Utility Relocation and Reimbursement Agreement for Underground Public Parking Facility, dated August 21, 2003 (the "Site Clearing Agreement"). C. In light of current conditions and circumstances and the further planning and decisions of the parties, the Agency, City and Developer now desire to make certain additional and clarifying modifications to the DDA. Aareements For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Agency and Developer hereby agree as follows: Section 1. Purpose of this Implementation Aqreement The purpose of this Implementation Agreement is to effectuate and implement the DDA by making certain modifications necessary to reflect certain changes, in light of F:Atty/Agr/Agr.158 091703 Yang: ROW/2nd ImpAgt 091103 1