Agmt10 R.C. Peninsula Park, LLC (2)

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Developer to the extent moneys are available in the Improvement Fund to pay the Purchase Price of a Facility (and consistent with the Budgeted Costs therefore shown in Exhibit B and the limitations expressed in Section 5.06 hereof); provided that all contractors and/or subcontractors employed by the Developer in connection with the construction of Facilities shall provide a labor and materials and performance bonds which name the Developer as an insured and the City as additional insureds. Section 4.14. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (commonly referred to as "change orders ") required for the construction of the Facilities listed in Exhibit B hereto, as amended from time to time, and all such contracts and supplemental agreements shall be submitted to the City Engineer. Any change order shall in no way affect the Budgeted Costs listed in Exhibit B for any related Facility or Discrete Component, but to the extent that it increases the Actual Cost of a Facility or Discrete Component, such increased cost may be payable as part of the Purchase Price of the related Facility or Discrete Component as provided in Section 5.06(A) hereof Section 4.15. Time for Completion. The Developer agrees that this Acquisition Agreement is for the benefit of the City and the Developer and, therefore, the Developer represents that it expects to complete the Facilities and to have requested payment for the Facilities under this Acquisition Agreement within thirty -six (36) calendar months from the date of the closing of the series of Bonds from the proceeds of which the requested payment is to be made. — ARTICLE V ACQUISITION AND PAYMENT Section 5.01. Inspection. No payment hereunder shall be made by the City to the Developer for a Facility or Discrete Component thereof until the Facility or Discrete Component thereof has been inspected by the City and found to be constructed in accordance with the approved Plans by the City. Inspection by the City shall not relieve the Developer or the Contractor of all liability for damage or injury to any person or real or personal property caused or claimed to be caused, by any of the construction work. The City shall cause the City to use its best efforts to make timely periodic site inspections of the Facilities to be acquired hereunder; provided that in no event shall the City incur any liability for any delay in the inspection of any Facilities or Discrete Components. The Developer agrees to pay all inspection, permit and other similar fees of the City applicable to construction of the Facilities, subject to reimbursement therefor as an Actual Cost of the related Facility. Section 5.02. Agreement to Sell and Purchase Facilities. The Developer hereby agrees to sell the Facilities listed in Exhibit A hereto to the City, and the City hereby agrees to use amounts in the Improvement Fund to pay the Purchase Prices thereof to the Developer, subject to the terms and conditions hereof. The City shall not be obligated to finance the purchase of any Facility until the Facility is completed and formally accepted by the City Council of the City; provided that the City has agreed hereunder to make payments to the Developer for certain Discrete Components of Facilities expressly shown in Exhibit B hereto, as it may be supplemented by any Supplement. The Developer acknowledges that the Discrete Components -13-