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

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ARTICLE X MISCELLANEOUS Section 10.01. Limited Liability of City. The Developer agrees that any and all obligations of the City arising out of or related to this Acquisition Agreement are special and limited obligations of the City and the City's obligations to make any payments hereunder are restricted entirely to the moneys, if any, in the Improvement Fund and from no other source. No member of the City Council, or City staff member, employee or agent shall incur any liability whatsoever to the Developer or any other party in their individual capacities by reason of their execution hereof or any subsequent action or inaction by all or any of them. Section 10.02. Excess Costs. The Developer agrees to pay all costs of the Facilities that it is obligated to construct pursuant to the Conditions of Approval in excess of the moneys available therefor in the Improvement Fund, except as may otherwise be expressly provided in the Conditions of Approval. 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 -29-