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

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portion of the proceeds of the Bonds to be deposited in the Improvement Fund, principal and interest of which Bonds will be paid from special taxes of the CFD . Section 2.05. The Bonds. The Developer and the City intend that the City will issue the Bonds in three or more series, in an aggregate principal amount not to exceed $17,000,000, of which the first series ( "Series 2011 Bonds ") will be in the principal amount not to exceed $8,000,000. Proceeds of the Bonds shall not be expended on Facilities or City Fees except as set forth in this Acquisition Agreement, unless both: (i) the Developer has defaulted under the Development Agreement and (ii) as a result of said default, the Facilities or the Project (or some portion of the Facilities or the Project) will be built by some entity other than the Developer. The City intends to proceed with the issuance of the each series of Bonds under the Act and the Fiscal Agent Agreement, and will confer with the Developer upon request regarding the schedule for such issuance. The proceeds of the Bonds shall be used, in part, to finance all or a portion of the Facilities and City Fees. The execution by the City of this Acquisition Agreement in no way obligates the City to issue any Bonds, or the City to acquire any Facilities or pay for any City Fees financed with proceeds of any Bonds issued. Notwithstanding the forgoing, the City will not proceed with the issuance of any series of Bonds unless either (i) the City has received a request from the Developer to issue that series of Bonds or (ii) the Developer has defaulted under the Development Agreement and as a result of said default, the Facilities or the Project (or some portion of the Facilities or the Project) will be built by some entity other than the Developer. Section 2.06. No Advantage to City Construction. The City, by its approval of this Acquisition Agreement, has determined that it will obtain no advantage from undertaking the construction by the City directly of the Facilities, and that the provisions of this Acquisition Agreement require that the Facilities be constructed by the Developer as if they had been constructed under the direction and supervision of the City. The Developer hereby represents that it has experience in the supervision of the construction of public facilities of the character of the Facilities. Section 2.07. Agreements; Application of Standards. In consideration of the mutual promises and covenants set forth herein, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the City and the Developer agree that the foregoing recitals, as applicable to each, are true and correct and further make the agreements set forth herein. Notwithstanding any provisions herein which may require a standard or requirement over and beyond the applicable legal standard or requirement, the City, in its sole discretion, shall have the right to apply a different or lesser standard or requirement consistent with law and the Act. ARTICLE III FUNDING Section 3.01. City Proceedings. The City shall conduct all necessary proceedings under the Act for the issuance, sale and delivery of the Bonds; provided, however, that nothing herein shall be construed as requiring the City to issue the Bonds or any portion thereof except in accordance with the Goals and Policies. Upon the written request of the Developer, the -5-