Common use of Right of Way Acquisition Clause in Contracts

Right of Way Acquisition. With respect to the acquisition of any off-site interest in real property required by Developer in order to fulfill any condition required of the Project, the Entitlements or the Subsequent Entitlements, Developer shall make a good faith effort to acquire the necessary interest by private negotiations at the fair market value of such interest. If, after such reasonable efforts, Developer has been unable to acquire such interest and provided that Developer (i) provides evidence of a good faith effort to acquire the necessary property interest to the reasonable satisfaction of City’s Community Development Director and (ii) agrees to pay the cost of such acquisition, including reasonable attorneys’ fees, then City shall make an offer to acquire the necessary property interest at its fair market value. If such offer has not been accepted within sixty (60) days, City agrees, to the extent permitted by law, to cooperate and assist Developer in efforts to obtain such necessary property interest. Any such acquisition by City shall be subject to City’s discretion, which is expressly reserved by City, to make the necessary findings, including a finding thereby of public necessity, to acquire such interest. Subject to the reservation of such discretion, City shall schedule the necessary hearings, and, if approved by City, thereafter prosecute to completion the proceedings and action to acquire the necessary property interests by power of eminent domain. Developer shall fund all costs of the acquisition of such necessary property interests, including reasonable attorneys’ fees and court costs in the event that such acquisition and/or condemnation is necessary. The cost of rights-of-way for any eligible public facility shall constitute a creditable and/or reimbursable cost and City shall take all necessary steps to include such costs in the applicable fee program. As such, any costs incurred by Developer in the acquisition of such rights-of-way shall be credited to Developer against the applicable fee obligations for the development of the Project. In accordance with Government Code Section 66462.5, City shall not postpone or refuse approval of a final map at the Property because Developer has failed to satisfy a Tentative Map condition because Developer has been unable to construct or install an offsite improvement on land not owned or controlled by Developer or City at the time the final map is filed with City for approval. If determined by City to be necessary, ▇▇▇▇▇▇▇▇▇ agrees to enter into a subdivision improvement agreement with City and agrees to post any reasonably necessary security, such as a bond, in order to ensure the acquisition and construction of an offsite improvement on land not owned by Developer where the offsite improvement was a condition of approval for the Project. Notwithstanding the foregoing, in the event that City fails to acquire such off site property by negotiation or condemnation, the off-site improvements shall be conclusively deemed to be waived and Developer shall not be obligated to commence construction of the off- site improvements in accordance with Government Code Section 66462.5.

Right of Way Acquisition. With respect The LOCAL GOVERNMENT shall be solely responsible for Right of Way Acquisition. The Right of Way (hereinafter referred to as “ROW”) activities shall be accomplished in accordance with the ACT, the DEPARTMENT’s TIA Manual, and all applicable design guidelines and policies of the DEPARTMENT in order to produce a cost effective PROJECT. Failure to follow the TIA Manual and all applicable guidelines and policies will jeopardize the reimbursement of TIA PROCEEDS in some or all categories outlined in this Agreement, and it shall be the responsibility of the LOCAL GOVERNMENT for any loss funding. Upon approval of the ROW plans by the DEPARTMENT, the LOCAL GOVERNMENT may begin the acquisition of any offthe necessary ROW for the PROJECTS. ROW acquisition can occur concurrently with the environmental process once final impacts are known, provided that the DEPARTMENT has provided a written notice to proceed to the LOCAL GOVERNMENT to stake the ROW and proceed with all pre-site interest in real property required by Developer in order to fulfill any condition required of acquisition ROW activities. LOCAL GOVERNMENT shall acquire ROW, if required, and related ROW services for the ProjectPROJECTS. Further, the Entitlements LOCAL GOVERNMENT shall be responsible for making all changes to the approved ROW plans, as deemed necessary by the DEPARTMENT, for whatever reason, as needed to purchase the ROW or the Subsequent Entitlements, Developer shall make to match actual conditions encountered. Reimbursement of acquisition expenses will be eligible on a good faith effort to acquire the necessary interest by private negotiations at the fair market value monthly basis. After completion of such interest. Ifall land and improvement acquisition; completion of all property management; completion of all demolition; and, after such reasonable effortsall occupants have relocated off the PROJECTS, Developer the LOCAL GOVERNMENT shall certify in writing to the DEPARTMENT that title to all parcels, whether acquired by deed or condemnation, has been unable to acquire such interest and provided that Developer (i) provides evidence of a good faith effort to acquire quitclaimed from the necessary property interest LOCAL GOVERNMENT to the reasonable satisfaction of City’s Community Development Director DEPARTMENT where PROJECTS are located on a federal or state route, and (ii) that all property management, all demolition and all relocation has been completed. Said certification will include a statement that “All parcels are vacant and immediately available for construction purposes”. The LOCAL GOVERNMENT agrees to pay for the cost defense of such acquisitionany and all suits, including reasonable attorneys’ feesif any should arise, then City shall make an offer to acquire involving property titles and/or contaminated properties associated with the necessary property interest at its fair market valueacquisition of ROW by deed or condemnation. If such offer has not been accepted within sixty (60) days, City agrees, to To the extent permitted allowed by law, the LOCAL GOVERNMENT hereby agrees to cooperate indemnify and assist Developer in efforts to obtain such necessary property interest. Any such acquisition by City shall be subject to City’s discretionhold harmless the DEPARTMENT, which is expressly reserved by Citythe State of Georgia and its departments, to make the necessary findingsagencies and instrumentalities and all of their respective officers, members, employees and directors from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, due to due to liability to a finding thereby of public necessitythird party or Parties, to acquire such interest. Subject to the reservation of such discretionarising from, City shall schedule the necessary hearingsrelated to, and, if approved or caused by City, thereafter prosecute to completion the proceedings and action to acquire the necessary property interests by power of eminent domain. Developer shall fund all costs of titles and/or contaminated properties associated with the acquisition of such necessary property interests, including reasonable attorneys’ fees and court costs in the event that such acquisition and/or condemnation is necessary. The cost of rights-of-way for any eligible public facility shall constitute a creditable and/or reimbursable cost and City shall take all necessary steps to include such costs in the applicable fee program. As such, any costs incurred ROW by Developer in the acquisition of such rights-of-way shall be credited to Developer against the applicable fee obligations for the development of the Project. In accordance with Government Code Section 66462.5, City shall not postpone or refuse approval of a final map at the Property because Developer has failed to satisfy a Tentative Map condition because Developer has been unable to construct or install an offsite improvement on land not owned or controlled by Developer or City at the time the final map is filed with City for approval. If determined by City to be necessary, ▇▇▇▇▇▇▇▇▇ agrees to enter into a subdivision improvement agreement with City and agrees to post any reasonably necessary security, such as a bond, in order to ensure the acquisition and construction of an offsite improvement on land not owned by Developer where the offsite improvement was a condition of approval for the Project. Notwithstanding the foregoing, in the event that City fails to acquire such off site property by negotiation deed or condemnation, the off-site improvements shall be conclusively deemed to be waived and Developer shall not be obligated to commence construction of the off- site improvements in accordance with Government Code Section 66462.5.

Right of Way Acquisition. With respect to the acquisition of any off-site interest in real property required by Developer Property Owners in order to fulfill any condition required of by the ProjectApprovals, the Entitlements or the Subsequent Entitlements, Developer Property Owners shall make a good faith effort to acquire the necessary interest by private negotiations at the fair market value of such interest. If, after such reasonable efforts, Developer has Property Owners have been unable to acquire such interest and provided that Developer Property Owners (i) provides provide evidence of a good faith effort to acquire the necessary property interest to the reasonable satisfaction of City’s Community Development Director the County and (ii) agrees agree to pay the reasonable cost of such acquisition, including reasonable attorneys’ fees, then City County shall make an offer use its best efforts to acquire the necessary property interest at its fair market value. If such offer has not been accepted within sixty (60) 60 days, City County agrees, to the extent permitted by law, to cooperate and assist Developer Property Owners in efforts to obtain such necessary property interest. Any such acquisition by City County instead of by the Property Owners shall be subject to CityCounty’s discretion, which is expressly reserved by CityCounty, to make the necessary findings, including a finding thereby of public necessity, to acquire such interest. Subject to the reservation of such discretion, City the County shall use its best efforts to schedule the necessary hearings, and, and if approved by CityCounty, thereafter prosecute to completion the proceedings and action to acquire the necessary property interests by power of eminent domaindomain for their fair market value. Developer County agrees that any settlement for the acquisition of such necessary property interests shall be for an amount mutually approved by Property Owners and County if Property Owners are being required to fund all the costs of the acquisition of such necessary property interests, including reasonable attorneys’ fees and court costs in the event that such acquisition and/or condemnation is necessary. The cost of rights-of-way for any eligible public facility shall constitute a creditable and/or reimbursable cost and City shall take all necessary steps Property Owners agree to include such costs in provide funding to the applicable fee program. As such, any costs incurred by Developer in the acquisition of such rights-of-way shall be credited to Developer against the applicable fee obligations County for the development costs of the Projectacquiring such properties. In accordance with Government Code Section section 66462.5, City County shall not postpone or refuse approval of a final map at the Project because a Property because Developer Owner has failed to satisfy a Tentative Map tentative map condition because Developer the Property Owner has been unable to construct or install an offsite improvement on land not owned or controlled by Developer the Property Owner or City County at the time the final map is filed with City County for approval. If determined by City to be necessary, ▇▇▇▇▇▇▇▇▇ agrees to enter into a subdivision improvement agreement with City and agrees to post any reasonably necessary security, such as a bond, in order to ensure the acquisition and construction of an offsite improvement on land not owned by Developer where the offsite improvement was a condition of approval for the Project. Notwithstanding the foregoing, in the event that City fails to acquire such off site property by negotiation or condemnation, the off-site improvements shall be conclusively deemed to be waived and Developer shall not be obligated to commence construction of the off- site improvements in accordance with Government Code Section 66462.5.

Right of Way Acquisition. With respect to the acquisition of any off-off- site interest in real property required by Developer in order to fulfill any condition required of the Project, the Entitlements or the Subsequent Entitlements, Developer shall make a good faith effort to acquire the necessary interest by private negotiations at the fair market value of such interest. If, after such reasonable efforts, Developer has been unable to acquire such interest and provided that Developer (i) provides evidence of a good faith effort to acquire the necessary property interest to the reasonable satisfaction of City’s Community Development Director and (ii) agrees to pay the cost of such acquisition, including reasonable attorneys’ fees, then City shall make an offer to acquire the necessary property interest at its fair market value. If such offer has not been accepted within sixty (60) days, City agrees, to the extent permitted by law, to cooperate and assist Developer in efforts to obtain such necessary property interest. Any such acquisition by City shall be subject to City’s discretion, which is expressly reserved by City, to make the necessary findings, including a finding thereby of public necessity, to acquire such interest. Subject to the reservation of such discretion, City shall schedule the necessary hearings, and, if approved by City, thereafter prosecute to completion the proceedings and action to acquire the necessary property interests by power of eminent domain. Developer shall fund all costs of the acquisition of such necessary property interests, including reasonable attorneys’ fees and court costs in the event that such acquisition and/or condemnation is necessary. The cost of rights-of-way for any eligible public facility shall constitute a creditable and/or reimbursable cost and City shall take all necessary steps to include such costs in the applicable fee program. As such, any costs incurred by Developer in the acquisition of such rights-of-way shall be credited to Developer against the applicable fee obligations for the development of the Project. In accordance with Government Code Section 66462.5, City shall not postpone or refuse approval of a final map at the Property because Developer has failed to satisfy a Tentative Map condition because Developer has been unable to construct or install an offsite improvement on land not owned or controlled by Developer or City at the time the final map is filed with City for approval. If determined by City to be necessary, ▇▇▇▇▇▇▇▇▇ agrees to enter into a subdivision improvement agreement with City and agrees to post any reasonably necessary security, such as a bond, in order to ensure the acquisition and construction of an offsite improvement on land not owned by Developer where the offsite improvement was a condition of approval for the Project. Notwithstanding the foregoing, in the event that City fails to acquire such off site property by negotiation or condemnation, the off-site improvements shall be conclusively deemed to be waived and Developer shall not be obligated to commence construction of the off- site improvements in accordance with Government Code Section 66462.5.

Right of Way Acquisition. With respect to the acquisition of any off-site interest in real property required by Developer in order to fulfill any condition required of the Project, the Entitlements or the Subsequent Entitlements, Developer shall make a good faith effort to acquire the necessary interest by private negotiations at the fair market value of such interest. If, after such reasonable efforts, Developer has been unable to acquire such interest and provided that Developer (i) provides evidence of a good faith effort to acquire the necessary property interest to the reasonable satisfaction of City’s Community Development Director and (ii) agrees to pay the cost of such acquisition, including reasonable attorneys’ fees, then City shall make an offer to acquire the necessary property interest at its fair market value. If such offer has not been accepted within sixty (60) days, City agrees, to the extent permitted by law, to cooperate and assist Developer in efforts to obtain such necessary property interest. Any such acquisition by City shall be subject to City’s discretion, which is expressly reserved by City, to make the necessary findings, including a finding thereby of public necessity, to acquire such interest. Subject to the reservation of such discretion, City shall schedule the necessary hearings, and, if approved by City, thereafter prosecute to completion the proceedings and action to acquire the necessary property interests by power of eminent domain. Developer shall fund all costs of the acquisition of such necessary property interests, including reasonable attorneys’ fees and court costs in the event that such acquisition and/or condemnation is necessary. The cost of rights-of-way for any eligible public facility shall constitute a creditable and/or reimbursable cost and City shall take all necessary steps to include such costs in the applicable fee program. As such, any costs incurred by Developer in the acquisition of such rights-of-way shall be credited to Developer against the applicable fee obligations for the development of the Project. In accordance with Government Code Section 66462.5, City shall not postpone or refuse approval of a final map at the Property because Developer has failed to satisfy a Tentative Map condition because Developer has been unable to construct or install an offsite improvement on land not owned or controlled by Developer or City at the time the final map is filed with City for approval. If determined by City to be necessary, ▇▇▇▇▇▇▇▇▇ Developer agrees to enter into a subdivision improvement agreement with City and agrees to post any reasonably necessary security, such as a bond, in order to ensure the acquisition and construction of an offsite improvement on land not owned by Developer where the offsite improvement was a condition of approval for the Project. Notwithstanding the foregoing, in the event that City fails to acquire such off site property by negotiation or condemnation, the off-site improvements shall be conclusively deemed to be waived and Developer shall not be obligated to commence construction of the off- site improvements in accordance with Government Code Section 66462.5.

Right of Way Acquisition. With respect (1) Subject to the acquisition issuance of the TDF Credits as provided for herein, Developer shall be responsible for satisfying the Drainage and Mitigation Obligations and the Right-of-Way Obligations, which include acquiring or dedicating any right-of-way needed for the construction of the Roadway Improvements, including the Roadway Appurtenances (except where the County has agreed to acquire the right- of-way or has already acquired the necessary right-of-way), and which may include, but not be limited to, lanes of travel, shoulders, striping, signalization, signage, medians, on-site stormwater drainage facilities, off-site interest in real property required by Developer in order to fulfill stormwater drainage facilities, floodplain mitigation, wetland mitigation, guardrails, handrails, sidewalks and multi-use paths, and any condition required of the Projectother necessary appurtenances, the Entitlements or the Subsequent Entitlements, Developer shall make a good faith effort to acquire the necessary interest by private negotiations at the fair market value of such interest. If, after such reasonable efforts, Developer has been unable to acquire such interest and provided that Developer (i) provides evidence of a good faith effort to acquire the necessary property interest to the reasonable satisfaction of City’s Community Development Director and (ii) agrees to pay the cost of such acquisition, including reasonable attorneys’ fees, then City shall make an offer to acquire the necessary property interest at its fair market value. If such offer has not been accepted within sixty (60) days, City agrees, to the extent permitted by law, to cooperate and assist Developer in efforts to obtain such necessary property interest. Any such acquisition by City shall be subject to City’s discretion, which is expressly reserved by City, to make the necessary findings, including a finding thereby of public necessity, to acquire such interest. Subject to the reservation of such discretion, City shall schedule the necessary hearings, and, if approved by City, thereafter prosecute to completion the proceedings and action to acquire the necessary property interests by power of eminent domain. Developer shall fund all costs of the acquisition of such necessary property interests, including reasonable attorneys’ fees and court costs in the event that such acquisition and/or condemnation is necessary. The cost of rightstogether with other right-of-way for any eligible public facility shall constitute a creditable and/or reimbursable cost future segments of ▇▇▇▇▇▇▇ Road which are not being constructed by Developer. The County agrees to use its best efforts to cooperate with other state and City shall take all local agencies and provide necessary steps to include such costs in the applicable fee program. As such, any costs incurred by Developer in the acquisition of such rightsassistance regarding right-of-way for the Roadway Improvements, if necessary. Developer shall be credited to Developer against the applicable fee obligations responsible for selecting and retaining all consultants for acquisition of right-of-way, if any, for the development Roadway Improvements which may include, but not be limited to, competent and qualified attorneys, engineers, surveyors, title companies, appraisers, land planners, certified public accountants, business damages experts, contractors, horticulturists, and any other consultants considered necessary by the mutually agreeable attorney, discussed below. (2) The County agrees to act as a condemning authority with regard to any additional right-of-way required for the Roadway Improvements if Developer is unable to obtain the same in accordance herewith. Developer shall have the authority to attempt to privately acquire any necessary right-of- way or to participate in regard to the actions required prior to condemnation. Any written offers shall require the County’s written consent. To the extent the County has to act as a condemning authority, County staff involvement for any Roadway Improvement eminent domain proceeding shall be limited to preparation of an engineering memorandum in support of a Resolution of Necessity with the timely support and cooperation of the Projectabove consultants and professionals and providing necessary representatives and witnesses in conjunction with any eminent domain proceedings. In accordance with Government Code Section 66462.5, City shall not postpone or refuse approval After receipt of a final map at the Property because Developer has failed to satisfy a Tentative Map condition because Developer has been unable to construct or install an offsite improvement on land not owned or controlled request by Developer or City at the time the final map is filed with City for approval. If determined by City to be necessary, ▇▇▇▇▇▇▇▇▇ agrees to enter into a subdivision improvement agreement with City and agrees to post any reasonably necessary security, such as a bond, in order to ensure the acquisition and construction of an offsite improvement on land not owned by Developer where the offsite improvement was a condition of approval for the Project. Notwithstanding the foregoing, in the event that City fails to acquire such off site property by negotiation or condemnationResolution of Necessity, the off-site improvements shall be conclusively deemed to be waived County’s preparation and Developer consideration of the Resolution of Necessity shall not be obligated unreasonably withheld or delayed. Developer shall identify all real estate parcels required for the Roadway Improvements (if any in addition to commence construction the right-of-way being dedicated pursuant to the MPUD) and identify the appropriate interests in real estate for right-of-way acquisition and furnish the same to the County. The County, not later than thirty (30) days after its receipt of the off- site improvements submittal, shall either approve or disapprove the submittal. If the County disapproves the submittal, it shall provide comments to Developer explaining the reasons for the disapproval. Right-of-way maps shall be prepared in accordance with Government Code Section 66462.5the requirements of the County’s and State of Florida's Minimum Technical Standards. Upon County approval of the submittal, Developer shall select an attorney acceptable to the County to represent the County in the acquisition of right-of-way (if necessary). Thereafter, Developer, in conjunction with the mutually agreeable attorney, shall proceed to acquire for the County, and in the County’s name, the right-of-way pursuant to applicable law. The County, its elected officials, employees, and representatives shall not be liable under any circumstances to Developer, its employees, contractors, material suppliers, agents, representatives, or customers for any delay occasioned by the inability to obtain the right-of-way. Developer shall submit quarterly project status reports that document the actions and progress of right-of-way acquisitions to the County Engineer or designee.

Right of Way Acquisition. With respect Pursuant to the acquisition Article 6 (Right of any off-site interest in real property required by Developer in order to fulfill any condition required Way) of the ProjectProject Agreement, SRTA is obligated to provide the Entitlements or the Subsequent EntitlementsDeveloper with access rights to certain Existing Right of Way, State Proposed/State Acquired Right of Way, Developer shall make a good faith effort to acquire the necessary interest by private negotiations at the fair market value Proposed/State Acquired Right of such interest. If, after such reasonable effortsWay, Developer has been unable to acquire such interest and provided that Proposed/Developer (i) provides evidence Acquired Right of a good faith effort to acquire the necessary property interest to the reasonable satisfaction of City’s Community Development Director and (ii) agrees to pay the cost of such acquisitionWay, including reasonable attorneys’ fees, then City shall make an offer to acquire the necessary property interest at its fair market value. If such offer has not been accepted within sixty (60) days, City agrees, to the extent permitted by law, to cooperate and assist Developer in efforts to obtain such necessary property interest. Any such acquisition by City shall be subject to City’s discretion, which is expressly reserved by City, to make the necessary findings, including a finding thereby of public necessity, to acquire such interest. Subject to the reservation of such discretion, City shall schedule the necessary hearings, and, if approved by City, thereafter prosecute to completion the proceedings and action to acquire the necessary property interests by power of eminent domain. Developer shall fund all costs of the acquisition of such necessary property interests, including reasonable attorneys’ fees and court costs in the event that such acquisition and/or condemnation is necessary. The cost of rights-of-way for any eligible public facility shall constitute a creditable and/or reimbursable cost and City shall take all necessary steps to include such costs in the applicable fee program. As such, any costs incurred by Developer in the acquisition of such rights-of-way shall be credited to Developer against the applicable fee obligations for the development of the Project. In accordance with Government Code Section 66462.5, City shall not postpone or refuse approval of a final map at the Property because Developer has failed to satisfy a Tentative Map condition because Developer has been unable to construct or install an offsite improvement on land not owned or controlled by Developer or City at the time the final map is filed with City for approval. If determined by City to be necessary, ▇▇▇▇certain ▇▇▇▇▇ agrees and City Parties right of way, and certain Top End Express Lanes Project right of way. GDOT, as SRTA’s Project Manager, shall be responsible for undertaking the obligations of SRTA as required pursuant to enter into a subdivision improvement agreement the Project Agreement with City respect to such property interests, including acquiring the State Proposed/State Acquired Right of Way and agrees the Developer Proposed/State Acquired Right of Way and causing the Developer to post acquire (in the name of GDOT) the Developer Proposed/Developer Acquired Right of Way. In the event condemnation or other means of acquisition of real estate or any reasonably necessary securityinterest therein is required with respect to any State Proposed/State Acquired Right of Way or Developer Proposed/State Acquired Right of Way, such as a bond, or requested by the Developer with respect to Developer Proposed/Developer Acquired Right of Way in order to ensure complete the acquisition and construction of the Project, GDOT shall proceed in accordance with its obligations under the Project Agreement, the GDOT Responsibilities and pursuant to its statutorily prescribed authority; provided, however, that the funding of any such condemnation or acquisition shall for all purposes be deemed an offsite improvement on land not owned by Developer where the offsite improvement was a condition eligible capital cost of approval for the Project. Notwithstanding Any State Proposed/State Acquired Right of Way and Developer Proposed/State Acquired Right of Way acquired by GDOT and Developer Proposed/Developer Acquired Right of Way acquired by the foregoing, Developer (in the event that City fails to acquire such off site property by negotiation or condemnation, the off-site improvements name of GDOT) shall be conclusively deemed included within the Premises conveyed by GDOT to SRTA under the Estate for Years, and such additional conveyance shall be waived and Developer memorialized by an amendment, addendum or other supplement to the Estate for Years (which shall not be obligated to commence construction of recorded in the off- site improvements manner prescribed in accordance with Government Code Section 66462.5such Estate for Years).

Right of Way Acquisition. With respect (a) Developer shall be responsible for acquiring or negotiating for the conveyance of the right-of-way or easements, if any, that are needed to construct the acquisition of any offPublic Project Improvements, including necessary temporary construction easements. In addition, Developer will convey or cause to be conveyed all rights- of-site interest in real way or easements upon property required owned or controlled by Developer in order that are needed to fulfill any condition required construct the Public Project Improvements, including all necessary temporary construction easements. All rights-of-way or easements to be provided by Developer under this Section 7.A.(5)(a) shall be provided to City without charge. (b) In the event that Developer is unable, after good faith negotiations, to acquire some or all of the Project, right-of-way or easements necessary for those Public Project Improvements over which City exercises jurisdiction (the Entitlements or the Subsequent Entitlements"Necessary Rights-of-Way"), Developer shall make deliver to City a written request (the "Developer Request") for City to acquire any of the Necessary Right-of-Way. If City agrees, at its sole discretion, to attempt to acquire any of the Necessary Rights-of-Way, City will enter into good faith effort negotiations and, at its option, may exercise its power of eminent domain to acquire any or all of such Necessary Rights-of-Way. (c) In the event City agrees to enter into good faith negotiations or exercise its power of eminent domain to acquire the necessary interest by private negotiations at the fair market value of such interest. IfNecessary Right-of-Way, after such reasonable effortsprior to beginning any work to acquire said Necessary Right-of-Way, Developer has been unable shall first deposit into escrow with City an amount equal to acquire such interest one hundred twenty five percent (125%) of the estimated acquisition costs. Acquisition costs paid by City ("Acquisition Costs") shall be a Reimbursable Project Cost and provided that Developer (i) provides evidence of a good faith effort shall include, but shall not be limited to: the actual price paid for all rights-of-way or easements, whether determined by negotiation or eminent domain; expenses paid to acquire the necessary property interest third parties related to the reasonable satisfaction establishment of City’s Community Development Director and (ii) agrees to pay the cost of such acquisition, including reasonable attorneys’ fees, then City shall make an offer to acquire the necessary property interest at its fair market value. If such offer has not been accepted within sixty (60) days, City agrees, to the extent permitted by law, to cooperate and assist Developer in efforts to obtain such necessary property interest. Any such acquisition by City shall be subject to City’s discretion, which is expressly reserved by City, to make the necessary findings, including a finding thereby of public necessity, to acquire such interest. Subject to the reservation of such discretion, City shall schedule the necessary hearings, and, if approved by City, thereafter prosecute to completion the proceedings and action to acquire the necessary property interests by power of eminent domain. Developer shall fund all costs of the acquisition of such necessary property interests, including reasonable attorneys’ fees and court costs in the event that such acquisition and/or condemnation is necessary. The cost values of rights-of-way for any eligible public facility shall constitute a creditable and/or reimbursable cost or easements, including appraisals, legal fees, other expenses paid to third parties, and City shall take all necessary steps to include such costs in the applicable fee program. As such, any costs expenses incurred by Developer in the City related to acquisition of such rights-of-way shall be credited or easements, whether through negotiation or eminent domain; and any other reasonable and necessary costs or expenses related to Developer against the applicable fee obligations for the development acquisition of the Projectrights-of-way or easements. In accordance with Government Code Section 66462.5, City shall not postpone or refuse approval of a final map at the Property because may require that Developer has failed to satisfy a Tentative Map condition because Developer has been unable to construct or install an offsite improvement on land not owned or controlled by Developer or City at the time the final map is filed with City for approval. If determined by City to be necessary, ▇▇▇▇▇▇▇▇▇ agrees to enter into a subdivision improvement separate acquisition funding agreement with City and agrees to post any reasonably necessary security, such as a bond, in order to ensure the acquisition and construction of an offsite improvement on land not owned by Developer where the offsite improvement was a condition of approval provide for the Projectterms and conditions under which Developer will place one hundred twenty five (125%) of all estimated Acquisition Costs in escrow with City prior to commencement of condemnation for rights-of-way or easements. Notwithstanding the foregoing, The acquisition funding agreement shall obligate Developer to reimburse City in the event full for all Acquisition Costs that City fails to acquire such off site property by negotiation or condemnation, the off-site improvements shall be conclusively deemed to be waived and Developer shall not be obligated to commence construction result from City's condemnation process for any portion of the off- site improvements in accordance with Government Code Section 66462.5Public Project Improvements.

Right of Way Acquisition. With respect to the acquisition of any off-site interest in real property required by Developer in order to fulfill any condition required of the Project, the Entitlements or the Subsequent Entitlements, Developer shall make a good faith effort to acquire the necessary interest by private negotiations at the fair market value of such interest. If, after such reasonable efforts, Developer has been unable to acquire such interest and provided that Developer (i1) provides evidence of a good faith effort to acquire the necessary property interest to the reasonable satisfaction of City’s Community Development Director and (ii) agrees to pay the cost of such acquisition, including reasonable attorneys’ fees, then City shall make an offer to acquire the necessary property interest at its fair market value. If such offer has not been accepted within sixty (60) days, City agrees, to the extent permitted by law, to cooperate and assist Developer in efforts to obtain such necessary property interest. Any such acquisition by City The District shall be subject to City’s discretion, which is expressly reserved by City, to make responsible for acquiring or negotiating for the necessary findings, including a finding thereby donation of public necessity, to acquire such interest. Subject to the reservation of such discretion, City shall schedule the necessary hearings, and, if approved by City, thereafter prosecute to completion the proceedings and action to acquire the necessary property interests by power of eminent domain. Developer shall fund all costs of the acquisition of such necessary property interests, including reasonable attorneys’ fees and court costs in the event that such acquisition and/or condemnation is necessary. The cost of rightsright-of-way for any eligible public facility shall constitute a creditable and/or reimbursable cost and City shall take or easements that are needed to construct the Improvements that will be dedicated to the City, including all necessary steps temporary construction easements. (2) In the event that the District is unable, after good faith negotiations, to include such costs acquire some or all of the right-of-way or easements necessary for those Improvements over which the City exercises jurisdiction, the District may submit a request to the City in the applicable fee programmanner prescribed by Section 26, “Notice” below requesting that the City use its authority to acquire the property interests necessary for the Improvements. As suchThe City will respond to such a request within thirty (30) days of receipt of same, any costs incurred by Developer and in such response the City will indicate whether it agrees to enter into good faith negotiations or exercise its power of eminent domain to acquire the right- of-way or easements necessary for Improvements over which the City exercises jurisdiction. The City is not obligated to use its authority to assist in the acquisition of such rightsproperty interests necessary for the Improvements. (3) In the event the City agrees to enter into good faith negotiations or exercise its power of eminent domain to acquire the right-of-way or easements necessary for Improvements over which the City exercises jurisdiction, prior to beginning any work to acquire said right-of-way or easements, the District shall be credited to Developer against first execute an Acquisition Funding Agreement with the applicable fee obligations City which provides for the development terms and conditions under which the District will place all estimated costs associated with acquiring the property (the “Acquisition Costs”) in escrow with the City prior to commencement of the Projectcondemnation for right-of-way or easements. In accordance with Government Code Section 66462.5The Acquisition Costs shall include, City but shall not postpone be limited to: the actual price paid for all right-of-way or refuse approval of a final map at the Property because Developer has failed to satisfy a Tentative Map condition because Developer has been unable to construct or install an offsite improvement on land not owned or controlled by Developer or City at the time the final map is filed with City for approval. If easements, whether determined by City to be necessary, ▇▇▇▇▇▇▇▇▇ agrees to enter into a subdivision improvement agreement with City and agrees to post any reasonably necessary security, such as a bond, in order to ensure the acquisition and construction of an offsite improvement on land not owned by Developer where the offsite improvement was a condition of approval for the Project. Notwithstanding the foregoing, in the event that City fails to acquire such off site property by negotiation or condemnationeminent domain; expenses related to the establishment of acquisition values of right-of-way or easements, including appraisals; legal fees, other expenses paid to third parties, and expenses incurred by the offCity related to acquisition of right-site improvements shall be conclusively deemed of- way or easements, whether through negotiation or eminent domain; and any other reasonable and necessary costs or expenses related to be waived and Developer shall not be obligated to commence construction acquisition of the off- site improvements right-of-way or easements. The Acquisition Funding Agreement shall obligate the District to reimburse the City in accordance with Government Code Section 66462.5full for all Acquisition Costs that result from the City’s use of its authority to acquire any portion of the Improvements. (4) The District shall dedicate or convey, as applicable, to the City, at no cost to the City, all property interests owned by the District which are necessary for the Improvements.