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4 411 93103418
<br /> August 20, 1991, to the date of such advance, plus (B) $28, 306.
<br /> The Crocker Agreement has not been and will not, without the
<br /> prior written consent of Developer, be amended, modified,
<br /> canceled, or revoked if the effect thereof would be to alter,
<br /> condition or impair any such reimbursement rights in favor of the
<br /> Developer. If (x) Crocker has advanced to City costs (in excess
<br /> of Crocker's pro rata share thereof) to complete Traffic
<br /> Mitigation Improvements, and (y) Developer has paid to City a
<br /> portion of the Developer Contribution as provided in subparagraph
<br /> (a) above, and City has paid or tendered such payment to Crocker
<br /> as the "Reimbursement Fee" then payable to Crocker under Section
<br /> 7 (b) of the Crocker Agreement, and (z) Crocker has asserted that
<br /> the amount thereof is less than the amount then due it under such
<br /> provision of the Crocker Agreement in respect of the Project, and
<br /> it is ultimately determined (by judgment or settlement reasonably
<br /> approved by Developer) that City is obligated, at that time and
<br /> in respect of the Project, to pay a Reimbursement Fee to Crocker
<br /> in excess of the Developer Contribution theretofore paid under
<br /> this Agreement, then Developer shall make a supplemental payment
<br /> to City, by way of a further Developer Contribution equal to the
<br /> additional amount determined to be owing by City to Crocker.
<br /> Nothing in the preceding sentence shall increase the maximum
<br /> Developer Contribution as hereinabove provided, and any
<br /> additional such payment by Developer shall be credited against
<br /> future payments of the Developer Contribution payable to City
<br /> under this Agreement. Developer shall not be obligated to make
<br /> any additional payments in respect of City's obligations to
<br /> Crocker under the Crocker Agreement, including costs or
<br /> attorneys' fees.
<br /> (c) Additional Traffic Improvements. City shall have
<br /> the discretion to determine in good faith that the effects of
<br /> cumulative development of properties within the North Pleasanton
<br /> area (which shall be the area generally encompassed within the
<br /> boundaries of the North Pleasanton Improvement District) require
<br /> additional traffic improvements ("Additional Traffic
<br /> Improvements") beyond those required by Section 3 .2 (a) , and to
<br /> spread, to the extent reasonable and practical, the cost of
<br /> financing these Additional Traffic Improvements through formation
<br /> of a special assessment district or districts encompassing those
<br /> properties benefitting therefrom. Subject to the terms of this
<br /> Agreement, Developer agrees not to protest the establishment of
<br /> assessment districts to fund the Additional Traffic Improvements .
<br /> Developer retains the right to protest and litigate all matters
<br /> other than the validity of the formation of any such district,
<br /> including but not limited to the scope of improvements, the costs
<br /> thereof and the allocation of such costs among various
<br /> properties. In the event Developer initiates or participates in
<br /> litigation concerning allocation of the cost of such
<br /> improvements, Developer shall allow formation of the district and
<br /> placement of liens on the Property so long as City provides
<br /> security which, in Developer's reasonable estimation, will allow
<br /> City to pay off the amount of indebtedness that is in dispute in
<br /> the event Developer prevails in the litigation. A good faith
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