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

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assigned, shall not be effective until approved in writing by the City, its sole discretion, g pp g y y, and shall release the Developer of all obligations assigned to and assumed by the assignee. Section 10.08. Other Agreements. The obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the CFD. Nothing herein shall be construed as affecting the City's or the Developer's rights, or duties to perform their respective obligations, under other agreements, use regulations or subdivision requirements relating to the development of the lands in the CFD. Specifically, nothing in this Agreement shall be interpreted to relieve the Developer of any obligation it may have under the Development Agreement, the Conditions of Approval or applicable zoning, impact fee, or similar ordinances. This Acquisition Agreement shall not confer any additional rights, or waive any rights given, by either party hereto under any development or other agreement to which they are a party. This Acquisition Agreement constitutes the complete agreement of the parties with respect to the use of bond proceeds for acquisition of the Facilities and the parties do not intend to enter into a separate construction agreement related thereto. Section 10.09. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Acquisition Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Acquisition Agreement thereafter. No right or benefit granted to the City under this Agreement shall be deemed waived unless the waiver is expressly stated in writing, signed by the City's Finance Director. Oral waivers shall not be effective for any purpose. Section 10.10. Merger. This Acquisition Agreement and all attachments to it constitutes a final, complete, exclusive, and integrated Agreement between the parties. This Agreement expressly supersedes and replaces any and all prior or contemporaneous oral agreements or oral promises of the parties. No such oral agreements or oral promises shall be enforceable for any purpose. No parol evidence seeking to alter, modify, amend, or contradict any term or provision of this Agreement shall be valid for any purpose. Section 10.11. Parties in Interest. Nothing in this Acquisition Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the City, the CFD and the Developer any rights, remedies or claims under or by reason of this Acquisition Agreement or any covenants, conditions or stipulations hereof; and all covenants, conditions, promises, and agreements in this Acquisition Agreement contained by or on behalf of the City, the CFD or the Developer shall be for the sole and exclusive benefit of the City, the CFD and the Developer. Section 10.12. Amendment. This Acquisition Agreement may be amended, from time to time, by written Supplement hereto and executed by both the City and the Developer. Section 10.13. Counterparts. This Acquisition Agreement may be executed in counterparts, each of which shall be deemed an original. -30-