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

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Section 10.03. Audit. The City Engineer and /or the City's Director of Finance shall have the right, during normal business hours and upon the giving of ten (10) business days prior written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer relating to the Facilities, and any bids taken or received for the construction thereof or materials therefor. Section 10.04. Attorney's Fees. In the event that any action or suit is instituted by either party against the other arising out of this Acquisition Agreement, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all court costs, all expert fees and costs and all reasonable attorney's fees. Section 10.05. Notices. Any notice, payment or instrument required or permitted by this Acquisition Agreement to be given or delivered to either party shall be deemed to have been received when personally delivered, or transmitted by telecopy or facsimile transmission, or seventy -two hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: City or CFD: City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attention: City Engineer (with a copy to the Finance Director) Developer: R.C. Peninsula Park, LLC, a Delaware limited liability company 270 St. Paul Street, Suite 300 Denver, CO 80015 Attention: Paul W. Powers Each party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party. Section 10.06. Severability. If any part of this Acquisition Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Acquisition Agreement shall be given effect to the fullest extent possible. Section 10.07. Successors and Assigns. This Acquisition Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Acquisition Agreement shall not be assigned by the Developer, except in whole to an Affiliate, without the prior written consent of the City, which consent shall not be unreasonably withheld or delayed. In connection with any such consent of the City, the City may condition its consent upon the acceptability of the relevant experience and financial condition of the proposed assignee, the assignee's express written assumption of all obligations of the Developer hereunder, and/or upon any other factor which the City deems relevant in the circumstances. In any event, any such assignment shall be in writing, shall clearly identify the scope of the rights and /or obligations -29-