17-2942 East/West Sidewalk Reimb Agmnt with Casselberry Ventures

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to the Reimbursement Amount or, at the Escrow Agent's option, the Escrow Agent may inteiplead all parties and deposit the Reimbursement Amount with a court of competent jurisdiction. Unless a court decides otherwise, the City shall be obligated to pay such costs and fees of the Escrow Agent. 31. Liability of Escrow Agent. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its willful misconduct and grossly negligent acts and for any loss, cost or expense incurred by the City, CRA or Developer resulting from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its duties. The following additional provisions shall apply concerning the Escrow Agent: (a) Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, i-istrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document, provided that such reliance is in good faith. (b) Other than this Agreement, Escrow Agent shall not be bound in any way by any other contract or understanding between the City, CRA and Developer, whether or not Escrow Agent has knowledge thereof or consents thereto unless such consent is given in writing (c) Escrow Agent's sole duties and responsibilities shall be to hold and disburse the Reimbursement Amount in accordance with this Agreement; provided, however, that Escrow Agent shall have no responsibility for the clearing or collection of the check representing the Reimbursement Amount. (d) Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Reimbursement Amount by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained. (e) Escrow Agent shall not be disqualified or otherwise impaired in acting as counsel for Developer by reason of its service as Escrow Agent under the this Agreement, or in the event that a dispute or litigation arises between the City, CRA and Developer with respect to this Agreement. 32. Commingling. The Escrow Agent shall hold the Reimbursement Amount in a non-interest bearing account and may commingle the Reimbursement Amount with other deposits or with its own funds in the manner provided for the administration of funds pursuant to applicable law; provided, however, that nothing herein shall diminish the Escrow Agent's obligation to apply the full amount of the Reimbursement Amount in accordance with the terms of this Agreement. 10