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of the Roadway Improvement, to the extent such Total Costs remain outstanding, in an interest bearing account in a financial institution acceptable to both Irvine and Santa Ana. Irvine shall not withdraw any of the principal of such amount except in connection with the design and construction of the Roadway Improvement, including but not limited to alignment studies, necessary environmental documentation, land acquisition costs, costs of design and construction, and administrative staff costs related to the Roadway Improvements. 2. Responsibilities of the Parties A. "Total Costs" defined. The term "Total Costs" means all costs incurred in the design and construction of an improvement (i.e., the Roadway Improvement or the Overcrossing Improvement), including, but not limited to, costs of preparation of environmental documentation, costs of land acquisition (including any costs incurred in any eminent domain action), costs of design and construction, and Santa Ana's administrative staff costs, so long as such administrative staff costs related to Roadway Improvement do not exceed 5% of the Total Costs (excluding administrative staff costs) of the improvement ("Improvement Work"). B. To assist in minimizing Total Costs of Roadway Improvement, Santa Ana shall consider and process for approval a reduction of otherwise required landscape setbacks during the right of way acquisition phase of the project if, absent such reduction, the taking of buildings would be necessary to construct the Roadway Improvement. Irvine will mitigate parking losses incurred by any parcels affected by partial acquisitions by the addition of onsite parking spaces through reconfiguration of the site, or by acquisition and development of adjacent real estate for parking. All parking mitigation plans will be subject to the approval of Santa Ana. C. "Lead Agendy" defined. As used herein, the term "Lead Agency" means the city (Irvine or Santa Ana) which is responsible for undertaking the