Agmt01 Western Innisfree Ventures LLC

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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 Developer approves the Acquisition Budget, Developer shall notify the Agency in writing of its election to fund the Acquisition Budget ("Election to Fund"), and shall thereafter fund the Acquisition Budget, in accordance with the Schedule of Performance. In the event that the Acquisition Budget exceeds Developer's projected acquisition costs for the Acquisition Parcels, Developer 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 (C) of this Agreement. Failure to provide a notice of its Election to Fund within the period specified in the Schedule of Perfomiance shall be deemed an election pursuant to Section 809 not to proceed with the Project. The term "Acquisition Budget" is defined as the estimated total cost, based on the Appraisals, of acquiring the Acquisition Parcels, including a contingency in the amount of four pement (4%) of the amount allocated therein for the cost of acquiring the Acquisition Parcels, which is an amount Agency and Developer estimate is sufficient to cover the costs described in Sections 304(A), (B), (excluding Abandonment Costs), (C) and (D) below. The Acquisition Budget shall be comprised (without duplication) of all of the following: A. The purchase price for the real property, improvements, fixtures and equipment of any and all portions of the Acquisition Parcels acquired by the Agency by direct purchase, together with all costs and expenses incident to such purchase, including, but not limited to, appraisal, title and escrow costs. B. All costs and expenses of acquiring the Acquisition Parcels or any portion thereof by eminent domain, including, but not limited to, filing fees, witness fees, court costs, deposits necessary to obtain orders of prejudgment possession, satisfaction of judgment, severance damages, loss of goodwill, pre-condemnation damages and attorneys' fees. C. All reasonable costs and expenses, if any, incurred by the Agency in connection with the relocation of the occupants of the Acquisition Parcels pursuant to California Government Code Section 7260 et seq. and applicable administrative regulations, and any applicable Federal laws and regulations. D. Reasonable fees and expenses of the Agency attorneys and financial consultants, the employment of which is reasonably necessary to effect the acquisition and assembly of the Project Site, including but not limited to the preparation and implementation of agreements, preparation and adoption of environmental documents, and the relocation of the occupants of the Acquisition Parcels. If the Acquisition Budget developed by the parties pursuant to this Section 304 exceeds the total sum of Fourteen Million Dollars ($14 Million), Developer may elect in writing to terminate this Agreement pursuant to Section 809 of this Agreement. §305 Developer's Advance of Total Aea_#isition Costs Prior to Agency's commencement of acquisition of the Acquisition Parcels, whether by negotiation or eminent domain, Developer shall fund the Acquisition Budget as follows: A. Method of Developer's Advance, In accordance with the Schedule of Perfoimance, Developer shall deliver to Agency in the aggregate amount of the Acquisition Budget: (1) one or more unconditional, irrevocable letters of credit (the "Letters of Credit"), (2) cash or a cashier's check payable to Agency or wire transfer funds (the "Cash Deposit"), or (3) a combination of the Letters of Credit or Cash Deposit as more particularly set forth below. 9 DOCSSFl:495065.9 9975-5 NWN