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A. The Agency, IAC and Shea entered into an Agreement to Negotiate <br /> Exclusively dated January 29, 1998 as amended October 12, 1998 (the "ERN"), related to a <br /> proposed development of the Franklin Street Project Site. The ERN contemplates that IAC and <br /> Shea will develop the Franklin Street Project Site pursuant to a single disposition and <br /> development agreement ("DDA"). Notwithstanding their initial expectations, since entering into <br /> the ERN, the Agency, IAC and Shea have determined that due to IAC's and Shea's different <br /> needs from the Agency and different time frames anticipated for acquiring and developing IAC's <br /> Project Site and the Shea Project Site, respectively, which together comprise the Franklin Street <br /> Project Site, it is in the best interest of each of the parties to the ERN for IAC and Shea to enter <br /> into separate DDAs with the Agency. IAC will cooperate with Shea with respect to Shared <br /> Infrastructure for the Franklin Street Project as set forth in Section 108(A). <br /> B. Pursuant to and during the term of the ERN, IAC: <br /> 1. Conducted vazious preliminary studies to determine the feasibility of <br /> the IAC Project, including, but not limited to, planning, engineering,marketing, traffic, <br /> preliminary environmental, relocation and economic studies; <br /> 2. Entered into contracts to control or acquired certain portions of the <br /> Franklin Street Project Site which IAC was able to acquire from property owners by negotiation <br /> and notified the Agency that IAC may request the Agency's assistance in acquiring the <br /> properties IAC has been unable to acquire or control as of the Effective Date; <br /> 3. Initiated the planning process for a Vesting Tentative Map, Planned <br /> Development Permit and Architectural Permit(the "Project Approvals") for the development of <br /> the IAG Project; <br /> 4. Agreed to pay or reimburse the Agency for its shaze of the costs <br /> related to the implementation of the ERN, including, but not limited to, conducting preliminary <br /> work related to the appraisals for the Acquisition Parcels, a Relocation Plan for persons who may <br /> be displaced from the Franklin Street Project Site due to the Franklin Street Project and a <br /> Replacement Housing Plan for the low and moderate income residential units that may be <br /> removed from the IAC Irroject Site due to development of the IAC Project and the costs to <br /> implement such Replacement Housing Plan; <br /> 5. Advanced funds or agreed to advance funds to the Agency for <br /> payment of Agency and City expenses necessary to comply with the California Environmental <br /> Quality Act (Public Resources Code Section 21000, et seq.) ("CEQA") and consultant services <br /> in connection with implementing the ERN, including, but not limited to, the costs of planning, � <br /> environmental review, acquisition, relocation, financial analyses and legal services, but <br /> excluding Agency and City staff time; and <br /> 6. Negotiated the terms and conditions of this Agreement. <br /> §104 The Redevelopment Plan <br /> This Agreement is subject to the provisions of the Redevelopment Plan as adopted by <br /> Ordinance No. 1862 and as amended by Ordinance No. 1911, Ordinance No. 2007 and <br /> 2 <br /> 9627:83976.25 <br />