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40 4P 40 (C) The Construction Fund shall be maintained and administered by flee County and the Capital. Reserve Account shall be maintained and administered by the Rodgers. Withdrawals from the Construction Fund and the Capital Reserve Account shall be made by the Dodgers by means of requisitions which shall be submitted to tite County for its reasonable approval. All requisitions submitted by the Dodgers for purposes of paying any costs and/or expenses associated with the Improvements and due to third parties shall be deemed reasonable and shall be approved by the County. Both accounts shall be established as trust accounts with a bank or trust company with offices located in Florida. All investment earnings up to the bond yield attributable to die Construction Fund and all investment earnings attributable to the Capital Reserve Account shall be redeposited into such accounts and made available to the Dodgers as if such earnings had been part of the initial deposit. Both the Dodgers and the County shall receive monthly statements for each accotmt. Capital repairs and replacements to the Facility shall be deemed to be reasonable expenditures to be paid from the Capital Deserve Account. (D) in the event that the Improvements are completed under budget and any funds provided by the County (exclusive of the fiords in the Capital Reserve Account) remain in the Construction Fund, then the Dodgers shall, at their sole discretion, either (1) undertake to make additional hnprovements with the excess funds or (2) following input from the County, relinquish die use of the excess funds, in which case a portion of the Bonds will be redeemed with such excess funds. The Development Agreement shall establish the procedure for using any excess funds. (E) All Improvements shall inure to the benefit of the County as the holder of title to the Land, and ownership thereof shall vest with the County as soon as constriction is completed. The Dodgers shall retain sole right of possession and quiet enjoyment of the Facility throughout tiie Term. Section 4. Collateral Development. (A) All of the parties hereto acknowledge and agree that the acquisition of the Land by die County and the development thereof by the County, the City, and the Dodgers is contingent upon tite Developer's ()) entering into a contract to purchase from the Dodgers the existing approximately 44.7 acre golf course immediately adjacent to the western boundary of the Land and the approximately 17.14 acres of land adjacent to the northern boundary of the Land, each as more particularly described in Exhibit "C" hereto (collectively, the "Adjacent Land"), and (2) to obtaining site plan approval for the construction, on the Adjacent Land of hotel and conference facility, a multifamily residential rental development, and retail, restaurant and entertainment centers (collectively, the "Collateral Development"). Therefore, if, forany reason, the Developer fails or is unable to acquire die Adjacent Land and/or to obtain tiie site plan approval for the Collateral Development, tfien all of the parties shall immediately be relieved of their obligations under this Memorandum of Understanding, the "Project Agree mcn&' (as defined in Section $(E), below), and/or any subsequent agreements executed in accordance with this Memorandum of Understanding. (B) The Collateral Development shall be designed, constructed, operated, and maintained by the Developer and/or its assignees, and shall encompass a mixed-use town concept or "mini -town" which Page 5 of L2