24-3430 Approving Agreement for One-Time Payment for Road Repairs at Windward Square

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NOW, THEREFORE, in consideration of the mutual undertakings and agreements herein contained, and other good and valuable consideration, whose receipt and adequacy are hereby acknowledged, Owner and City hereby covenant and agree as follows: 1. No later than one hundred eighty (180) days after execution of agreement City agrees to provide a one-time payment in the amount of $972,345.00 (the "Payment") to the Owner as a contribution towards the Owner's completion of road improvements. 2. The Owner hereby acknowledges: 2.1. Any construction cost changes or change orders during the project will not change the amount the City will be providing. 2.2. The Owner agrees to execute the release attached to this Agreement as Exhibit B upon receipt of the Payment. 2.3. The Owner agrees to provide the City an accounting of the use of the Payment upon request and then again upon completion of the repairs to the roads, and to make available all the road repair documents, including invoices, to the City upon request. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, and the proper venue for any action under this Agreement shall be the courts of Seminole County, Florida. 4. If any legal action or other proceeding is brought (including, without limitation, appeals or bankruptcy proceedings) whether at law or in equity, which arises out of, concerns, or relates to this Agreement, any and all transactions contemplated hereunder, the performance hereof, or the relationship created hereby; or is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement; the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses, even if not taxable as court costs, incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. Each of the parties hereto shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of the obligations hereunder and to carry out the intent of the parties hereto. 6. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and may only be modified, amended or terminated by a writing signed by both parties hereto. [signature pages to follow] 2