Agmt01 Western Innisfree Ventures LLC

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The proposed price contained in any Agency offer or counter-offer to purchase shall be subject to Developer's reasonable approval, but in no event shall the offer be less than the appraised fair market value for such property. At the time the Agency's written offers are accepted by the property owners of the Acquisition Parcels, the Executive Director shall accompany his calls upon the Letters of Credit (or Cash Deposit) with his certification to the issuer(s) of the Letters of Credit (or to the depository of the Cash Deposit), with a copy to Developer, to the effect that the Executive Director has complied with the requirements of this Section 307(A). The issuer(s) of the Letters of Credit (or depository of the Cash Deposit) shall honor all calls upon the Letters of Credit (or Cash Deposits within five (5) business days of presentment by the Executive Director. B. l~Yglg~g.,F_ll~. Developer shall deposit in an interest-bearing bank account or trust company mutually acceptable to Developer and Agency, held in the name of Agency, a Cash Deposit in the amount of Twenty Thousand Dollars ($20,000) which shall be available to the Agency to fund Acquisition Budget expenses not exceeding Twenty Thousand Dollars each ($20,000) (the "Revolving Fund"). In lieu of calling upon the Letters of Credit or using the Cash Substitution, Agency may withdraw mounts from the Revolving Fund up to Twenty Thousand Dollars ($20,000) each, solely for payment of expenses related to activities undertaken in accordance with the Acquisition Budget as authorized by Developer pursuant to Section 304 (but not including the land acquisition costs of Acquisition Parcels or to satisfy written offers for the Acquisition Parcels). Agency shall notify Developer, in writing, within three (3) business days after any such withdrawal of all amounts paid by Agency from the Revolving Fund, and shall provide Developer with appropriate backup information upon request. Agency shall further notify Developer when the Revolving Fund requires replenishment, to enable Agency to make the payments authorized hereunder. In such event, Developer shall deposit the required additional funds within seven (7) days after receipt of such request. At no time shall the amount in the Revolving Fund exceed a total of Twenty Thousand Dollars ($20,000). C. Agency's Acquisition by Eminent Domain Following Adoption of Resolutions of Necessity. The Agency agrees that iflt is unable to acquire the Acquisition Parcels or any portion thereof by negotiation within the time set forth in the Schedule of Performance, it shall consider adopting one or more Resolutions of Necessity for acquisition of the Acquisition Parcels or applicable portions thereof by eminent domain. The Agency shall be the sole and exclusive authority to determine whether or not to adopt a Resolution of Necessity, and such authority shall be executed only in accordance with the provisions of the eminent domain laws of the State of California and after due notice and hearing. If the Agency elects to adopt one or more Resolutions of Necessity for acquisition of the Acquisition Parcels after due notice and hearing, the Agency shall proceed promptly to acquire the Acquisition Parcels by eminent domain. In accordance with the Schedule of Performance, the Executive Director shall call upon the Letters of Credit or use the Cash Deposit to fund the acquisition of the remaining Acquisition Parcels by eminent domain, to the extent such Letters of Credit or Cash Deposit remain after the Agency's acquisition process set forth in Section 307(A). Funds for the Total Acquisition Costs, including, but not limited to, Excess Acquisition Costs, shall be advanced to the Agency no later than fifteen (15) days after a judgment is entered as to any particular Acquisition Parcel in order to allow the Agency, should it become necessary, to abandon the acquisition in compliance with the terms of Code of Civil Procedure Section 1268.510. If the Cash Deposit or Letter of Credit designated for such parcel or the amount deposited into court in connection with an action in eminent domain exceeds the condemnation award, then the monies remaining in such Letter of Credit or Cash Deposit shall be returned to Developer and 12 DOCSSFl:495065.9 9975-5 NWN