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

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Developer and the City staff shall meet regarding the amount, timing and other material aspects of the Bonds, but the legal proceedings and the principal amount, interest rates, terms and conditions and timing of the sale of the Bonds shall be in all respects subject to the sole and exclusive approval of the City Council of the City. Section 3.02. Bonds. The City expects, in connection with this Acquisition Agreement, to proceed with the issuance and delivery of the Bonds for the CFD, as determined by the City Council. The City shall not be obligated to pay the Purchase Price of the Facilities or any Discrete Components thereof except from amounts deposited in the Improvement Fund. The City makes no warranty, express or implied, that any proceeds of the Bonds deposited and held in the Improvement Fund, and any investment earnings thereon deposited to the Improvement Fund, will be sufficient for payment of the Purchase Price of all of the Facilities or reimburse all the Facility Fees. The City agrees that, in determining the principal amount of the Bonds to be issued, it will take into account a debt service coverage ratio of 110% (based upon the aggregate assigned special taxes authorized to be levied in the CFD upon build -out of the CFD and estimated annual administrative expenses of the CFD as a first priority for the use of special taxes of the CFD), and will require, a minimum "value -to- lien" ratio determined in a manner consistent with the Goals and Policies, and other security for the Bonds as set forth in the Goals and Policies. Section 3.03. Bond Proceeds. The proceeds of the Bonds will be deposited, held, invested, reinvested and disbursed as provided in the Fiscal Agent Agreement. A portion of the proceeds of the Bonds will be set aside initially under the Fiscal Agent Agreement in the Improvement Fund in amounts determined by the City, following consultation with the Developer, at the time of issuance of the Bonds. Moneys in the Improvement Fund shall be withdrawn therefrom in accordance with the provisions of the Fiscal Agent Agreement and the applicable provisions hereof for payment of all or a portion of the Actual Costs of design, construction and /or acquisition of the Facilities (including payment of the Purchase Price of Discrete Components thereof), all as herein provided. The Developer agrees that the City shall direct the investment of the funds on deposit in the funds and accounts established by or pursuant to the Fiscal Agent Agreement, subject to the limitations contained therein, including the Improvement Fund, and that the Developer has no right whatsoever to direct investments under the Fiscal Agent Agreement. The City shall have no liability or responsibility whatsoever to the Developer with respect to any investment of funds made by the Fiscal Agent under the Fiscal Agent Agreement, including any loss of all or a portion of the principal invested or any penalty for liquidation of an investment. Any such loss may diminish the amounts available in the Improvement Fund to pay the Purchase Price of Facilities and Discrete Components hereunder. The Developer further acknowledges that the obligation of any owner of real property in the CFD, including the Developer to the extent it owns any real property in the CFD, to pay special taxes levied in the CFD is not in any way i dependent on: the availability of amounts in the Improvement Fund to pay for all or any () Y p p Y Y portion of the Facilities hereunder, or (ii) the alleged or actual misconduct of the City in the performance of its obligations under this Acquisition Agreement, the Fiscal Agent Agreement, any developer agreement or amendment thereto or any other agreement to which the Developer and the City are signatories. -6-