Agmt11 R.C.Peninsula Park, LLC - Laserfiche WebLink

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THIS ACQUISITION AND REIMBURSEMENT AGREEMENT (the "Acquisition Agreement "), dated as of , 2011, is between the City of Redwood City, a municipal corporation organized and existing under the laws of the State of California (the "City"), for and on behalf of the City's Community Facilities District No. 2010 -1 (One Marina) (the "CFD "), and R.C. Peninsula Park, LLC, a Delaware limited liability company (the "Developer "). ARTICLE I DEFINITIONS Section 1.01. Definitions. The following terms shall have the meanings ascribed to them in this Section 1.01 for purposes of this Acquisition Agreement. "Acceptable Title" means title to land or interest therein (including as easement), in a form and with only those title conditions acceptable to the City, in its reasonable discretion, which title or interest is free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, but subject to any exceptions reasonably determined by the City Engineer as not interfering with the actual or intended use of the land or interest therein. Notwithstanding the foregoing, an irrevocable offer of dedication may constitute land with an "Acceptable Title" if: (i) such offer is necessary to satisfy a condition to a tentative or final parcel map, (ii) such offer is in a form reasonably acceptable to the City Engineer, (iii) the City Engineer has no reason to believe that such offer of dedication will not be accepted by the applicable public agency, and (iv) the Developer commits in writing not to allow any liens to be imposed on such property prior to its formal acceptance by the applicable public agency. "Acceptance Date" means the date the City (or other public entity which is to own a Facility) takes fmal action to accept dedication of or transfer of title to a Facility or a Discrete Component thereof. "Acquisition Agreement" means this Acquisition and Reimbursement Agreement, together with any Supplement hereto. "Act" means the Mello -Roos Community Facilities Act of 1982, Sections 53311 et seq., of the California Government Code, as amended. "Actual Cost" means the substantiated cost of a Facility, Facility Fee, or a Discrete Component appearing on Exhibit A hereto and approved by the City, which costs may include: (i) the costs (evidenced by payments to parties unrelated to the Developer) incurred by the Developer for the construction of such Facility or Discrete Component, (ii) the reasonable costs incurred by the Developer in preparing the Plans for such Facility or Discrete Component and the related costs of design, engineering and environmental evaluations of the Facility or Discrete Component, (iii) the fees paid to governmental agencies for obtaining permits, licenses or other governmental approvals for such Facility or Discrete Component, (iv) professional costs incurred by the Developer associated with such Facility or Discrete Component, such as engineering, legal, accounting, inspection, construction staking, materials testing and similar professional services; (v) costs directly related to the construction and/or acquisition of a Facility or Discrete -1-