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OflI( INAL DISPOSITION AND DEVELOPMENT AGREEMENT for FRANKLIN STREET PROJECT THIS DISPOSITION AND DEVELOPMENT AGREEMENT ("Agreement") is entered into as of__., 1999, by and between the Redevelopment Agency of the City of Redwood City, California (the "Agency") and Shea Homes Limited Partnership, a California limited partnership ("Shea"). 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"). Agency and Shea 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 thc text of this Agreement with its initial letter or letters capitalized, the definition of that word or term set forth in Attachment 1 shall al-~ply. For convenience, Attachment 1 also sets forth the respective section numbers whe~-e other words and terms are defined, as to which the method of identification by ~3e ce.pi~a]ization 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 Shea of the parcels of real property not now owned by Shea 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 Shea Project Site in two (2) or more phases; conveyance of the Acquisition Parcels by Agency to Shea and the advancement of funds by Shea to Agency for payment of the Agency's acquisition, relocation and other such conveyance costs. §103 Background The development of the Franklin Street Project Site ILU3'Suant 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 welfare of its residents, 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 Shea, and/or Irvine Apartment Communities, L.P., a Delaware limited wc-21875