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THIS DISPOSITION AND DEVELOPMENT AGREEMENT is made on or as of this day of , 1997, by and between the Redevelopment Agency of the City of San Leandro (hereinafter "Agency") and Creekside Center Associates, Inc. (hereinafter "Developer"), a California Corporation. WITNESSETH: RECITALS 1. Pursuant to its authority granted under California law, the Agency has the responsibility to carry out the Plaza 2 Redevelopment Plan, which was approved and adopted in December, 1967 by the City Council of the City of San Leandro by Ordinance No. 67-62 and subsequently amended. Said redevelopment plan as described, and as thereafter from time to time amended, is referred to herein as the "Redevelopment Plan" and is incorporated into this Agreement by reference. 2. In furtherance of the Redevelopment Plan, the Agency selected Developer to develop an upscale community shopping center located at 960 San Leandro Boulevard within the Citv of San Leandro and more particularly described on the attached Exhibit A incorporated herein by reference. Said real property is located in an area governed by the Redevelopment Plan. Said real property is the real property shown on the Development Concept Plan attached as Exhibit B and incorporated herein by reference. It is contemplated that the Development Concept Plan will be revised and refined into the Final Development Plan in accordance with Section 1.03 below. Agency approval shall be required for every aspect of architectural design, including but not limited to, site development, signage, and creek enhancements in accordance with Section 1.03 below. 3. The purposes of this Agreement are to provide a mechanism whereby the Developer shall acquire, own, and develop the Property in accordance with this Agreement and to effectuate the provisions of the Redevelopment Plan. The development of the Property contemplated by this Agreement is consistent with the Redevelopment Plan, the Five Year Implementation Plan, and the City of San Leandro General Plan. 4. The Agency has concluded that the Developer has the necessary expertise, skill and ability to carry out the commitments herein contained and that this Agreement is in the best interests and will materially contribute to the Redevelopment Plan. Disposition and Development Page 1 Agreement (Creekside Center) 7/23/97, 8/5/97, 8/11/97, 8/12/97