AgdaPkt 2004-04-26 - Laserfiche WebLink

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■ I ' ■ ■ 9 ■ ■ I 1� �• I-�-1 REPOR T �� � To the Honorable Mayor and City Council And the Redevelopment Agency Board From the Ci Mana9e* and the Executive Director April 26, 2004 Subject Assignment and Assumption Agreement for Amended and Restated Disposition and Development Agreement for powntown Retail-Cinema and Parking Project Recommendation Rescind the motion to execute an Assignment and Assumption Agreement approved on January 26, 2004, and approve the executian Assignment and Assumption Agreement (Assignment Agreement) with the City of Redwood City, the Redevelopment Agency, BHV Innisfree Ventures I, LLC, and On Broadway Redwood City, LLC, (an entity comprised of BHV Innisfree Ventures I, LLC, developers of the project, and Buchanan Urban Investors, LLC) for the Amended and Restated Disposition and Development Agreement for the Downtown Retail-Cinema and Parking Project and authorize the City Manager and the �- Redevelopment Agency Executive Director to execute same. Background On December 9, 2002, the City Council and Redevelopment Agency approved an Amended and Restated Disposition and Development Agreement (DDA) with BHV Innisfree Ventures I, LLC (BHV Innisfree) fordevelopment of the Downtown Retail-Cinema and Parking Project (executed January 8, 2003). Per Section 903 of the DDA, BHV Innisfree may assign its rights under the DDA to a joint venture, limited liability company (LLC), partnership or corporation without Agency/City approval provided that 1) the new entity agrees to assume in writing all of the assignor's obligations with respect to the project, 2) the assignor owns at least 50% interest in the new entity, and 3) the developer retains primary responsibility for development of the project. I nvestment for the retail-cinema portion of the project (On Broadway) has been provided by BHV Innisfree, as well as Buchanar°� Urban Investors, LLC on behalf of their investor capital, California Public Employee Retirement System (CalPers). Rec�ntly, BHV Innisfree borrowed an additional $1M from Buchanan Urban Investors for predevelopment costs, which repositions the equity interests for the project. With this financing event, BHV Innisfree will have 45% of the overall equity interest. Thus, per the DDA, this change requires Agency/City approval. y . A new LLC, to be known as On Broadway Redwood City, LLC has been formed to act as the entity that will hold the interests of the two parties mentioned above. For purposes of this assignment agreement, BHV Innisfree will be assigning its interest to On Broadway 1