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<br />l.P & -$ <br /> <br />pocket costs relating to the construction of the Improvements. lAC shall not <br />charge for, nor shall reimbursement be provided for, lAC's overhead relating to <br /> <br />construction of the Improvements. <br /> <br />4. <br /> <br />Recovery from Third Parties. The Agency will seek to recover, for <br /> <br />its own account, the amount of its reimbursement to lAC from Shea or any other <br /> <br />developer that may be selected by the Agency to develop the remainder of the <br /> <br />Franklin Street Project. In addition, the Agency will use good faith efforts to <br />attempt to obtain reimbursement for lAC of costs incurred by lAC (and not <br /> <br />reimbursed to lAC by the Agency) for the benefit of, and appropriately <br />chargeable to, Shea or such other developer of the remainder of the Franklin <br /> <br />Street Project Site (e.g., improving all of Monroe Street instead of only 1/2 of the <br />street, up sizing utilities to accommodate future development of the remainder of <br /> <br />the Franklin Project Site and the portion of the cost of the Improvements <br />appropriately chargeable to Shea or such other developer. <br /> <br />5. <br /> <br />Miscellaneous. <br /> <br />(a) This Agreement may be amended in writing by the mutual agreement <br />of the original parties or their successors in interest. <br /> <br />(b) This Agreement shall be construed and enforced in accordance with <br />the laws of the State of California. <br /> <br />(c) llis Agreement constitutes the entire understanding and agreement of <br />the parties and supersedes all prior understandings, negotiations or agreements <br /> <br />between the parties with respect to all or any part of the subject matter hereof. <br />(d) This Agreement has been reviewed by legal counsel for the parties, <br /> <br />and no presumption or rule that ambiguities shall be construed against the <br />drafting party shall apply to the interpretation or enforcement of this Agreement. <br /> <br />-5- <br /> <br />Form dated: 6/19/00 <br /> <br />- -~----------- <br />