Agmt11 R.C.Peninsula Park, LLC - Laserfiche WebLink

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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 assigned, shall not be effective until approved in writing by the City, in its sole discretion, 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. -30-