17-2943 North/South Sidewalk Reimb Agmnt with Casselberry Ventures

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this Section 4, by Escrow Agent upon completion of the Sidewalk, as evidenced by a certificate of completion. Followh-ig payment to Developer of the costs incurred in completion the Sidewalk (up to the Reimbursement Amount), Developer will quitclaim the sidewalk to the City via bill of sale upon completion. Upon completion of the Sidewalk, Developer will provide the CRA and Escrow Agent with a disbursement request ("Disbursement Request") for the Reiunbursement Amount, which shall include a copy of all applicable invoices, receipts, warranties, maintenance bonds, and documentation, including all change orders, which clearly evidence each Sidewalk expense, for review. The CRA will not agree to reimbursement of any expense which is not properly documented in writing. The CRA agrees to reimburse Developer only for actual costs incurred by Developer. Although the actual costs of the Sidewalk may be higher than $264,253, the CRA will not reimburse any costs that exceed the $ 264,253. The procedure to be followed with respect to the release of the Reimbursement Amount is as follows: If a notice of objection to the applicable Disbursement Demand is not received by Escrow Agent from the CRA within five (5) business days after Escrow Agent's and CRA's receipt of the Disbursement Demand, then Escrow Agent is hereby authorized and directed to deliver to Developer the Reimbursement Amount. If Escrow Agent receives a notice of objection from the CRA within said five (5) business day period, then Escrow Agent shall (a) disburse to Developer the portion of the requested amount to which the CRA did not object, if any, and (b) continue to hold the amount requested within the Disbursement Request to which the CRA objected until Escrow Agent receives (i) a notice from the CRA withdrawing the objection, (ii) a notice signed by both the CRA and the Developer directing disposition of the amount requested to which the CRA objected in the Disbursement Request, or (iii) a final order of a court of competent jurisdiction directing disposition of the amount requested to which the CRA objected in the Disbursement Request, in any of which events, Escrow Agent shall then disburse, or continue to hold in escrow pursuant to this Agreement, as applicable, the amount requested to which the CRA objected in accordance with such notice or order. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands. For purposes of this provision, a notice of objection must include a reasonably detailed and specific explanation for the objection and the specific steps the Developer must take to cure the objection, if same can be cured. 5. Upon the depletion of the Reimbursement Amount by the Developer, all further construction costs of the Sidewalk sustained by Developer will be at the risk of and the sole responsibility of Developer, and not the City or the CRA. 6. The Reimbursement Amount is public funds and as such is subject to all applicable federal, state, and local laws and regulations pertaining to the use of public funds. The use of any funds provided under this Agreement for a purpose other than development of the Sidewalk may subject the Developer, their officers, employees or agents, to criininal prosecution, administrative sanctions, and liability for repayment of the misused funds. 7. Except as expressly provided in and subject to this Agreement, it is understood and expressly agreed by and between the parties to this Agreement that neither the City nor the CRA is responsible or obligated to provide any additional funding to the Developer relative to the Sidewalk. The Developer acknowledges and agrees to bear the sole responsibility to provide any additional funds necessary to perform and achieve the Developer's obligations with respect 4833-4750-5982.722484/0281