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accordance with Section 809(B) or to proceed with its Shea Project (the "Election to Proceed") by notifying Agency in writing. Failure to provide written notice of an Election to Proceed within ten (10) days after termination of the Due Diligence Period shall be deemed an election not to proceed with the Shea Project and Shea Shared Infrastructure. In accordance with the Schedule of Performance, it is the understanding of the parties that Shea shall, following its Election to Proceed, file applications for a Planned Development Permit pursuant to Article 46 of the City Zoning Ordinance and for other Project Approvals. F. Return of Due Diligence Deposit. Notwithstanding any other provisions of this Agreement, at any time after Shea shall have delivered to Agency the Letters of Credit or Cash Deposit in accordance with Section 307, Shea may request the return of that portion of its Due Diligence Deposit not previously expended or obligated by Agency for activities authorized under the Due Diligence Budget, together with all accrued interest, if any, thereon; provided ~owever, that, if the Letters of Credit or Cash Deposit have not been delivered to Agency on or before the date set forth in the Schedule of Performance and Shea has made its Election to Fund pursuant to Section 304, Agency may continue to hold and proceed to charge acquisition costs against the Due Diligence Deposit. §304 Development of Acquisition Budget No later than thirty (30) days following the completion of the Appraisals required in Section 303(C) hereof, Agency, Agency's eminent domain attorney and Shea will develop (i) an Acquisition Budget which estimates the costs of proceeding with the acquisition of the Acquisition Parcels, and (ii) a procedure to monitor the Acquisition Budget. The Acquisition Budget shall assign, on a preliminary basis, a proportional share of the Total Acquisition Costs to each Acquisition Parcel. If Shea approves the Acquisition Budget, Shea shall notify Agency in writing of its election to fund the Acquisition Budget ("Election to Fund") in accordance with the Schedule of Performance. In the event that the Acquisition Budget exceeds Shea's projected acquisition costs for the Acquisition Parcels, Shea may elect in writing to terminate this Agreement in accordance with Section 809 of this Agreement or engage in a Meet and Confer session pursuant to Section 303(D) of this Agreement. Failure to provide a notice of its Election to Fund within the period specified in the Schedule of Performance shall be deemed an election not to proceed with the Shea Project. The term "Acquisition Budget" is defined as the estimated amount, based on the Appraisals, Agency and Shea mutually agree to be equal to the total cost of acquiring the Acquisition Parcels, including a contingency in the amount of five percent (5%) allocated therein for the cost of acquiring the Acquisition Parcels, whit'Eh is an amount Agency and Shea estimate is sufficient to cover the costs described in Sections 304(A), (B) (excluding Abandonment Costs), (C) and (D) below (without duplication): A. The purchase price for the real property, improvements, fixtures and equipment of any and all portions of the Acquisition Parcels acquired by Agency by direct purchase, together with all costs and expenses incident to such purchase, including, but not limited to, appraisal, title and escrow costs. 9 wc-21875