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utility on the Florida East Coast Railway, LLC property, the cost of such alternations or —re-
<br />arrangements shall be paid by the Developer.
<br />19. Developer -agrees that if by any reason of any changes or Additions made
<br />at the time by the Florida East Coast Railway, LLC in its tracks, right-of-way or property, structures,
<br />and appliances thereon, or property, it becomes necessary to change the location of all or any
<br />part of the crossing, such changes as are necessary shall be made by the Developer promptly at
<br />the request of Florida East Coast Railway, LLC and at the sole cost and expense of the Developer.
<br />20. In the event the Developer shall fail or neglect to fulfill its obligations
<br />under this Contract, the Developer, as principal, and the escrowed cash or letter of credit shall
<br />be jointly and severally liable to pay for the cost - 6f'construction and installment or removal of
<br />the Improvements to the final total cost, plus the warranty, including but, not limited to engineering,
<br />construction, legal and contingent costs, including reasonable attorneys fees incurred by the
<br />County, together with any damages, either direct or consequential, which the County may sustain
<br />as a result of the failure of Developer to carry out and execute all provisions of this
<br />contract and applicable ordinances of the County. If this Contract is secured by a letter of 'credit,
<br />then in no event, shall the liability of the underwriting bank, under this paragraph exceed the total
<br />amount of the original obligation stated in the letter of credit, less any approved reduction
<br />thereto. Additionally, in the event the Developer shall fail or neglect to fulfill its obligations under
<br />this Contract, County shall have the right to immediately terminate this Contract and the
<br />Developers right to construct or install the Improvements under this Contract.
<br />21. The parties agree that the County at its option shall have the right, but
<br />not the obligation, to construct and install or remove or, pursuant to receipt of competitive bids,
<br />cause to be constructed and installed or removed the Improvements in the event Developer
<br />shall fail or refuse to do so in accordance with the terms of this Contract. Developer expressly
<br />agrees that the County may demand and draw upon the existing cash escrow -or letter of credit
<br />for the final total cost of the Improvements, including the warranty. Developer shall remain
<br />wholly liable for any resulting deficiency, should the cash or letter of credit be exhausted prior to
<br />completion of the Improvements. In no event shall the County be obligated to expend public
<br />funds, or any funds other than those provided by the Developer, or the underwriting bank to
<br />construct the Improvements.
<br />22., At the completion of the Improvements, Developer agrees to execute a
<br />Warranty and Guaranty Agreement and Bill of Sale to transfer all its right, title and interest to
<br />the County in and to all the Improvements constructed within the Florida East Coast Railway, LLC
<br />property, free and clear of encumbrances, together with the assignment of all existing warranties,
<br />and Developer's agreement to warranty and guaranty the Improvements for a I- year period
<br />and, on each occasion, and at Developer's expense, immediately correct any defect due to faulty
<br />field r engineering, workmanship, or materials upon notice by County. Said warranty Will be
<br />secured With the twenty-five percent (25%) security mentioned above; and
<br />23. Any cash or letter of credit provided to the County by Developer or
<br />Developer's contractor with respect to this contract shall exist solely for the use and benefit of
<br />the County and shall not be construed or intended in any way, expressly or impliedly, to benefit or
<br />secure payment to any subcontractor, laborer, materialman or other party providing labor,
<br />material, supplies, or services for construction of the Improvements, unless the County shall
<br />agree otherwise in writing.
<br />9
<br />. P73
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