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accompanying the request for final reimbursement, PROJECT SPONSOR shall provide proof of <br />payment of all contractors, material suppliers, engineers, architects and surveyors with whom <br />PROJECT SPONSOR has directly contracted (each a "DIRECT PROVIDER") to provide services <br />or materials for the PROJECT. The final reimbursement amount shall be adjusted as necessary such <br />that neither the total ASSISTANCE AMOUNT nor the MATCHING PERCENTAGE is exceeded. <br />Unless otherwise determined by the DISTRICT, the final reimbursement check shall be presented by <br />a DISTRICT representative to the PROJECT SPONSOR during a public commission meeting or <br />public dedication ceremony for the PROJECT. <br />9. RECORDS RETENTION - The PROJECT SPONSOR shall retain all records <br />supporting the PROJECT COSTS for three (3) years after the end of the fiscal year in which the Final <br />Payment is released by the DISTRICT, except that such records shall be retained by the PROJECT <br />SPONSOR until final resolution of matters resulting from any litigation, claim, or special audit that <br />starts prior to the expiration of the three-year retention period. <br />10. DEFAULT AND REMEDIES — In the event of a breach of any of the terms of this <br />AGREEMENT by the PROJECT SPONSOR, the DISTRICT shall provide written notice to the <br />PROJECT SPONSOR, which shall have sixty (60) days in which to cure the breach. If the PROJECT <br />SPONSOR fails to cure the breach within the cure period, the DISTRICT shall have the right, but not <br />the obligation, to demand that the PROJECT SPONSOR immediately refund the ASSISTANCE <br />AMOUNT to the extent paid. PROJECT SPONSOR shall refund to the DISTRICT the full amount <br />of the ASSISTANCE AMOUNT paid to PROJECT SPONSOR, whereupon this AGREEMENT, and <br />all further rights thereunder, shall be terminated. If the DISTRICT does not demand reimbursement <br />as aforesaid, the DISTRICT may exercise any and all other remedies available at law or in equity. <br />With respect to the PROJECT SPONSOR's obligations under Sections 15, 17, and 20, PROJECT <br />SPONSOR acknowledges that breach by the PROJECT SPONSOR of one or more of its obligations <br />under said sections might cause the DISTRICT to suffer irreparable harm, namely harm for which <br />damages would be an inadequate remedy. PROJECT SPONSOR further acknowledges that the <br />DISTRICT might suffer irreparable harm due to delay if, as a condition to obtaining an injunction, <br />restraining order, or other equitable remedy with respect to such a breach, the DISTRICT were <br />required to demonstrate that it would suffer irreparable harm. The parties therefore intend that if the <br />PROJECT SPONSOR breaches one or more of its obligations under Sections 15, 17, or 20, the <br />DISTRICT, in addition to such other remedies which may be available, shall have the right to seek <br />specific performance and injunctive relief, and for purposes of determining whether to grant an <br />2 <br />