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Deposits with such additional funds, or security therefor, as the Agency reasonably <br />demonstrates are necessary to complete its obligations hereunder and required to be <br />advanced by Shea. In the event that Shea fails to advance Excess Acquisition Costs to <br />Agency or supplement the Letters of Credit or Cash Deposits as set forth herein, this <br />Agreement may be terminated by either party and in such event, the further rights, <br />remedies and obligations of the parties shall be as set forth in Section 809 of this <br />Agreement. <br /> <br /> C. Total Acquisition Costs. Shea's funding ofthe Acquisition Budget <br />and the Excess Acquisition Costs, if applicable, shall equal the total actual costs incurred <br />by Agency to acquire the Acquisition Parcels (the "Total Acquisition Costs"). <br /> <br /> D. Monitoring of the Acquisition Budget. Agency and Shea shall develop <br />a procedure to monitor the Acquisition Budget. In the event that the actual costs of <br />acquiring an Acquisition Parcel will be wiflain the Acquisition Budget, Agency may <br />conclude the purchase of such Acquisition Parcel without prior consultation with Shea. If <br />the actual cost of acquiring any Acquisition Parcel will exceed the Acquisition Budget for <br />such Acquisition Parcel, then, prior to the acquisition of such Acquisition Parcel, Agency <br />shall Meet and Confer with Shea or provide Shea with a monitoring report to inform Shea <br />of the status of the Acquisition Budget and any changes to the Total Acquisition Costs <br />resulting therefrom, and the parties must mutually agree on a course of action before <br />proceeding with the purchase of such Acquisition Parcel. <br /> <br /> If Agency is unable to acquire any Acquisition Parcel through negotiation and <br />Shea desires to proceed with acquiring such Acquisition Parcel through eminent domain, <br />Agency shall proceed to commence or to prosecute an eminent domain action with <br />respect to such parcel in accordance with Section 309(B) of this Agreement; provided, <br />however, that Shea shall have furnished Agency with a Letter of Credit, Cash Deposit, or <br />other security acceptable to Agency (each of the foregoing referred to herein as <br />"Security"), in the amount of the good faith estimated cost in excess of Shea's Letters of <br />Credit or Cash Deposit necessary to complete the acquisition of the subject parcel by <br />eminent domain (which estimate shall be provided by Agency to Shea, with detail of the <br />costs constituting s~h estimate). If Agency desires to commence or to proceed with an <br />eminent domain action with respect to the subject parcel and Shea desires to settle with <br />the owner thereof, Agency shall settle with the owner provided that Shea shall have <br />provided Agency with Security sufficient for payment of the settlement sum to the extent <br />it exceeds the sums available under the Letters of Credit or Cash Deposit. <br /> <br /> In the event either party, in its reasonable good faith opinion, forecasts that there <br />will be insufficient funds to complete the acquisition of any Acquisition Parcel with the <br />balance remaining in the Letters of Credit or Cash Deposit and neither party is willing or <br />able to fund such excess, such party may, by written notice to the other, terminate this <br />Agreement pursuant to Section 809 of this Agreement, and demand in accordance with <br />Section 809(B) of this Agreement, as applicable, that monies remaining in the Letters of <br />Credit or Cash Deposit be returned to Shea. <br /> <br /> {}308 Abandonment Costs <br /> The term "Abandonment Costs" is defined as any sums needed by Agency to pay <br />its obligations incurred in connection with this Agreement, or reasonably incurred in <br /> <br /> 12 <br />wc-21875 <br /> <br /> <br />