Agmt10 R.C. Peninsula Park, LLC (2)

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I I Component, such as costs of payment, performance and /or maintenance bonds, and insurance costs (including costs of any title insurance required hereunder), and (vi) the fair market value of any real property or interest therein ( "Real Estate ") that (a) is required for the construction, operation or maintenance of a Facility, and (b) is required to be conveyed with such Facility. Actual Cost may also include an amount equal to fifteen percent (15 %) of the cost described in clauses (i), (ii) and (iv) of the preceding sentence as a project management fee payable to the Developer or a party related thereto. Actual Cost shall not include any financing fees, costs or charges, or any interest, cost of carry or other similar charges. Aside from the project management fee, which is paid as a percentage of certain Actual Costs, only fully documented costs approved by the City in its reasonable discretion shall be treated as Actual Costs. Any Actual Cost based on fair market value of Real Estate must be supported by an appraisal of the Real Estate. "Affiliate" means any entity with respect to which fifty percent (50 %) or more of the ownership or voting power is held individually or collectively by the Developer and any other entity owned, controlled or under common ownership or control by or with, as applicable, the Developer, and includes the managing member of any entity that is a limited liability company, and includes all general partners of any entity which is a partnership. Control shall mean ownership of fifty percent (50 %) or more of the voting power of or ownership interest in the respective entity. "Bonds" means one or more series of bonds issued by the City for the CFD, including but not limited to the Series 2011A bonds. "Budgeted Cost" means the estimated cost of a Facility or Discrete Component as shown on Exhibit B hereto. "CFD" means the City of Redwood City Community Facilities District No. 2010 -1 (One Marina), created by the City Council of the City under the Act. "City" means the City of Redwood City, California. "City Engineer" means the City's City Engineer, or his or her written designee acting as such under this Acquisition Agreement. "City Fees" means the fees described in Exhibit A hereto under the heading "Description of City Fees." "Conditions of Approval" means the conditions of approvals and mitigation measures imposed in connection with the granting of land use entitlements for the development of land in the CFD, and any subdivision improvement, development or other agreement relating to the development of the land in the CFD or the installation of the Facilities, including, but not limited to, the Development Agreement. "Developer" means R.C. Peninsula Park, LLC, a Delaware limited liability company, and its successors and assigns to the extent permitted under Section 10.07 hereof -2-