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

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to the Sidewalk, regardless of the actual costs, and even if those costs exceed the Developer's cost estimate. Any expenditure made by Developer pertauiulg to or in connection with performing or achieving the Developer's obligations with respect to the Sidewalk prior to the Effective Date is undertaken at the Developer's sole expense. Further, the Reimbursement Amount is secured solely by the one-time legislative appropriation of funds by the CRA. Under no circumstances shall this Agreement constitute a pledge of the faith and credit of the City or the CRA, or be secured by ad valorem taxes or any other revenue source of the CRA or City. The CRA's obligation to pay Developer for the Sidewalk constitutes a limited obligation of the CRA. That obligation does not now and shall never constitute an indebtedness of the CRA or City within the meaning of any State of Florida constitutional or statutory provision, and shall not constitute or give rise to a pecuniary liability of the CRA or City or a charge against its general credit or taxing power. 8. Before commencing construction of the Sidewalk, Developer agrees to obtain all proper permits and approvals. Construction of the Sidewalk will conform, in all material respects, to the approved plans and specifications (subject to any change orders approved by the City, which approval shall not be unreasonably withheld). During construction, the City may from time to time conduct inspections as reasonably necessary to ensure compliance with the approved plans. Developer's contract for construction of the Sidewalk will incorporate this Agreement, and will recite that the CRA is a third party beneficiary. 9. Developer or its contractor obtained quotes for construction of the Sidewalk in order to obtain the best possible price, and to obtain a performance bond, in a form acceptable to the City, in the full amount of the construction contract. Developer and the City will be dual obligees for the performance bond. Developer acknowledges that mechanic's liens cannot be filed on the City Property. Developer agrees to fully satisfy or transfer any such liens. 10. Developer agrees to maintain all records of all costs incurred and payments made for the Sidewalk and records evidencing compliance with all of Developer's commitments for any period of time as may be required by regulation, law or good construction practice from the date of payment of the Reimbursement Amount, and will make the records available to the City and the CRA. The City and CRA will have the right to review and audit the records upon 5 business days' written notice to Developer. 11. Termination. This Agreement shall terminate when all obligations and requirements under this Agreement have been completed. The parties agree to promptly enter into a separate termination agreement upon satisfaction of the foregoing. 12. Hold Harmless Agreement/Indemnification for Construction. A. In consideration of the CRA granting certain development incentives pursuant to this Agreement to Developer in connection with the construction of the Sidewalk, the Developer shall pay, indemnify and save harmless the CRA and the City, their agents, elected and appointed officers, attorneys and employees from all suits, actions, claims, demands, damages of every kind and description to which the CRA or the City, or their agents, officers, attorneys or employees may be held liable by a court of competent jurisdiction by reason of injury to persons or death or property damage, 4 493 3-4750-5 982.722484/028 1