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supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such transaction. • Unless otherwise provided in this Agreement, no change to this Agreement shall be effective unless in writing signed by the party against whom any waiver, amendment, or discharge may be sought. 10.7 Wherever in this Agreement it is provided that this Agreement shall be terminated and each party shall be relieved of and from all further liabilities under this Agreement (exclusive of an event of default), the earnest money deposit shall be paid to Buyer, and the option payment and the interest earned thereon shall be retained by Authority. Section 11. Agreement Contingent Upon City Council Approval. This Agreement is contingent upon occurrence of one of the following events: (a) approval of the Agreement by City Council within forty-five (45) days of the date the Authority approves the Agreement; or (b) waiver of the City Council's opportunity to review the Agreement by delivery of notice of such waiver to Buyer and Authority at any time within such forty-five (45) day period. In the absence of such approval or waiver, the Agreement shall be deemed void and of no effect and the earnest money deposit shall be returned to Buyer. Such review and waiver period may be made shorter or longer by written consent of Buyer and the City Manager of the City of Charlottesville after the City Manager has obtained permission for such change from a majority of City Council. • Section 12. Other Provisions. 12.1 Buyer's obligations under this Agreement are contingent upon receiving final site plan approval from the City of Charlottesville for construction of at least 28,000 gross square feet of office space. Such contingency must include permission to build sufficient on-site parking to meet any applicable city ordinance requirements. Buyer agrees to use its best efforts to diligently pursue such final site plan approval. 12.2 Authority and City Council shall have the right to review Buyer's construction budget and to require reasonable changes therein. Authority's obligation to close is contingent upon receiving evidence satisfactory to Authority that Buyer has procured a construction loan commitment or other financing on such terms and in such amount as Authority deems sufficient to permit Buyer to fulfill its obligations under this Agreement, including the completion of construction of the improvements on the Property in accordance with the approved site plan. Nothing contained herein, and no action of Authority or City Council in approving or failing to approve any budget or financing, shall be deemed or construed as making any party a partner or joint venturer with any other party or create a principal -agent relationship or any other relationship except that of seller and buyer. Page 7