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<br />. - <br /> 5./G-\ <br />REPOR T< .{.. .\h'~~";f~;\~;;:'i :.';,; <br /> Tq...the....f-Iq9~~~I~'~~~i~~I~~.~~IJ~fil <br /> And..the...~~~'t.f~to!"n1EintAgel!~'.~~~rct <br /> From the Ci ManaeranCltl1e.EXeQutiveQlrector <br />January 26, 2004 <br />Subject <br />Assignment and Assumption Agreement for Amended and Restated Disposition and <br />Development Agreement for Downtown Retail-Cinema and Parking Project. <br />Recommendation <br />Approve an Assignment and Assumption Agreement (Assignment Agreement) with the City <br />of Redwood City, the Redevelopment Agency, BHV Innisfree Ventures I, LLC, and On <br />Broadway Redwood City, LLC, (an entity comprised of BHV Innisfree Ventures I, LLC, <br />developers of the project, and Buchanan Urban Investors, LLC) for the Amended and <br />Restated Disposition and Development Agreement for the Downtown Retail-Cinema and <br />Parking Project and authorize the City Manager and the Redevelopment Agency Executive <br />Director to execute same. <br />Background <br />On December 9, 2002, the City Council and Redevelopment Agency approved an <br />Amended and Restated Disposition and Development Agreement (DDA) with BHV <br />Innisfree Ventures I, LLC (BHV Innisfree) for development of the Downtown Retail-Cinema <br />and Parking Project (executed January 8, 2003). <br />Per Section 903 of the DDA, the BHV Innisfree may assign its rights under the DDA to a <br />joint venture, limited liability company (LLC), partnership or corporation provided that 1) <br />the new entity agrees to assume in writing all of the assignor's obligations with respect to <br />the project, 2) the assignor owns at least 50% interest in the new entity, and 3) the <br />developer retains primary responsibility for development of the project. <br />Investment forthe retail-cinema portion ofthe project (On Broadway) has been provided by <br />BHV Innisfree, as well as Buchanan Urban Investors, LLC on behalf of their investor <br />capital, California Public Employee Retirement System (CaIPers). <br />A new LLC, to be known as On Broadway Redwood City, LLC has been formed to act as <br />the entity that will hold the interests of the two parties mentioned above. For purposes of <br />this assignment agreement, BHV Innisfree will be assigning its interest to On Broadway <br />Redwood City, LLC. BHV Innisfree will hold at least a 50% interest in the new entity and <br />will continue to act as the responsible party for the development of the project. <br /> 1 <br />