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Due Diligence Costs, Shea shall notify Agency of such decision within the ten (10) day <br />period after the Notification Date, and the parties shall meet and confer within ten <br />(10) days after Shea's notification to Agency to reach a resolution. If within seven <br />(7) days after such Meet and Confer date (the "Resolution Deadline Date") Shea and <br />Agency agree on an amount of the Supplemental Due Diligence Costs to be paid by Shea, <br />then Shea shall fund such amount within five (5) days after the Resolution Deadline Date. <br />If Shea and Agency do not agree on an amount of the Supplemental Due Diligence Costs <br />to be paid by Shea by the Resolution Deadline Date, then either party may terminate this <br />Agreement. In such event or if this Agreement is otherwise terminated pursuant hereto, <br />Agency shall return to Shea that portion of the funds deposited in the Due Diligence <br />Deposit that has not already been expended or obligated by Agency for activities <br />authorized under the Due Diligence Budget, prior to the Notification Date or termination <br />date, as the case may be. <br /> Due diligence costs shall consist o~'~re-acquisition costs, including but not limited <br />to the following ("Due Diligence Costs"): <br /> <br /> 1. Cost of Appraisals, including cost of Agency's environmental consultant. <br /> <br /> 2. Cost of Agency's attorneys associated with implementation of this DDA, and <br /> of Agency's eminent domain attorneys, including all costs associated with <br /> obtaining Rights of Ent~ hereunder. <br /> <br /> 3. Consultant costs for data collection, the Replacement Housing Plan, the <br /> interviews with displaced persons, relocation needs assessment and survey of <br /> available comparable replacement housing, and preparation of the Relocation <br /> Plan. <br /> <br /> 4. Cost of Agency's fixture and equipment and goodwill appraisals. <br /> <br /> 5. Cost of Agency's acquisition agent. <br /> <br /> C. Appraisals. Agency shall hire an appraiser to complete appraisals to <br />be used in the Agency's offers to owners pursuant to Government Code Section 7267.2 <br />for the acquisition of each of the Acquisition Parcels (the "Appraisals"). The Appraisals <br />shall be conducted at Shea's sole expense, provided Shea has approved the portion of the <br />Due Diligence Budget covering the Appraisals. The Appraisals shall be completed by the <br />Agency's appraiser within the time set forth in the Schedule of Performance. <br /> <br /> D. Meet and Confer. In the event that any party identifies potential <br />impediments to the feasibility of the Shea Project at any time during the term of this <br />Agreement, the parties shall promptly meet and confer in good faith and use their best <br />efforts to discuss and agree upon mutual approaches to overcoming such impediments <br />("Meet and Confer"). Either party may initiate a meeting for this purpose by notifying <br />the other party in writing, in which event a meeting shall be held within ten (10) days. To <br />the extent that either party determines that the City's participation is necessary to resolve <br />any potential impediments or other related issues, Agency may invite the City's <br />participation. <br /> <br /> E. Election to Proceed. Notwithstanding any other provision in this <br />Agreement, no later than the date of the termination of the Due Diligence Period as <br />described in Section 303(A), Shea may elect in writing to terminate this Agreement in <br /> <br /> 8 <br />wc-21875 <br /> <br /> <br />