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Exhibit "A"
<br />DEFINITIONS
<br />Unless the context requires otherwise, and in addition to the terms defined above, each of
<br />the following terms and phrases used in this Agreement has the meaning ascribed thereto below:
<br />"Acceptance Date" means, with respect to a Segment, the date that the Actual Cost thereof
<br />is paid to the Owner pursuant to the terms hereof.
<br />"Acquisition and Reimbursement Agreement" means (whether one or more) an
<br />agreement that provides for construction and dedication of a Public Improvement (or Segment) to
<br />the City or City prior to the Owner being paid out of the applicable Additional Improvement PID
<br />Bond proceeds, whereby all or a portion of the Actual Costs will be paid to Owner initially from
<br />Special Assessment Revenues (and ultimately from Additional Improvement PID Bonds) to
<br />reimburse the Owner for actual costs paid by the Owner that are eligible to be paid with PID Bond
<br />proceeds. The form of Acquisition and Reimbursement Agreement shall be reasonably acceptable
<br />to both City or City (as applicable) and Owner and substantially in accordance with the form
<br />attached hereto as Exhibit "H ".
<br />"Actual Cost(s)" means, with respect to the Public Improvements, the Owner's
<br />demonstrated, reasonable, allocable, and allowable costs of constructing such Authorized
<br />Improvement, as specified in a payment request in a form that has been reviewed and approved by
<br />the City and in an amount not to exceed the amount for each Public Improvements as set forth in
<br />the Service and Assessment Plan (subject to cost overruns in Section 5.01(e)). Actual Costs may
<br />include (a) the costs incurred by or on behalf of the Owner (either directly or through affiliates)
<br />for the design, planning, financing, administration /management, acquisition, installation,
<br />construction and /or implementation of such Public Improvements, (b) the fees paid for obtaining
<br />permits, licenses or other governmental approvals for such Public Improvements, (c) Construction
<br />Management Fee, (d) the costs incurred by or on behalf of the Owner for external professional
<br />costs, such as engineering, geotechnical, surveying, land planning, architectural landscapers,
<br />advertising, marketing and research studies, appraisals, legal, accounting and similar professional
<br />services, (e) all labor, bonds and materials, including equipment and fixtures, by contractors,
<br />builders and materialmen in connection with the acquisition, construction or implementation of
<br />the Public Improvements, (f) all related permitting and public approval expenses, architectural,
<br />engineering, and consulting fees, financing charges, taxes, governmental fees and charges,
<br />insurance premiums, and all payments for Administrative Expenses after the date of a resolution
<br />authorizing such reimbursement, plus Interest, if any, at the lower of (x) the maximum interest rate
<br />permitted by the PID Act or (y) the interest rate of the Bonds calculated from the respective dates
<br />of the expenditures until the date of reimbursement therefore.
<br />"Additional Improvement Area(s)" means one or more Parcels that are anticipated to be
<br />developed in the same general time period as generally depicted on Exhibit B -1 and Exhibit B -2
<br />attached hereto. The depiction of the Additional Improvement Area No. 1 on Exhibit B -1 and
<br />Additional Improvement Area No. 2 on Exhibit B -2 are for illustrative purposes only and are
<br />subject to adjustment, as such Additional Improvement Areas may be adjusted over time. The
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