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6.3.C. - Page 32 <br /> EXHIBIT G <br /> Holdback Escrow Agreement <br /> This Holdback Escrow Agreement (this "Agreement") is entered into as of <br /> 2016, by and among BUTLER REALTY III, LLC, a California limited <br /> liability company ("Butler"), CITY OF REDWOOD CITY, a California charter city and <br /> municipal corporation ("City"), and Business & Escrow Service Center, Inc. ("Escrow <br /> Agent", with an office address of 3031 Tisch Way, Suite 310, San Jose, California 95128, <br /> Attn: Pam Dillon, President, with reference to the following facts: <br /> RECITALS: <br /> A. Butler and City are parties to that certain Agreement for Purchase and Sale <br /> of Remnant Properties, dated as of , 2016 (collectively, as the same may <br /> be amended and assigned, the "Purchase Agreement"). <br /> B. City, Butler and Escrow Agent now desire to enter into this Agreement. <br /> NOW, THEREFORE, in consideration of the premises and for other good and <br /> valuable consideration, the receipt and sufficiency of which are hereby acknowledged <br /> and agreed, the parties agree as follows: <br /> AGREEMENTS: <br /> 1. Deposit. On or before the Closing and upon receipt of the Purchase Price <br /> from Butler, Title Company shall withhold from the Purchase Price paid by Butler, Ninety <br /> Five Thousand and No/100 Dollars ($95,000.00) (the "Escrowed Funds"), and Escrow <br /> Agent agrees to hold and disburse the Escrowed Funds pursuant to the terms and <br /> conditions of this Agreement. <br /> 2. Disbursement of Escrowed Funds. Butler shall have the right to make <br /> draws on the Escrowed Funds to pay or reimburse Butler for its actual, reasonable out- <br /> of-pocket costs that are directly related to Buyer's removal of all paving and asphalt <br /> materials currently existing upon those portions of Spruce Street, Hancock Street and/or <br /> Buckeye Street that are contiguous to Buyer's Property (as such term is defined in the <br /> Purchase Agreement), including, without limitation, investigation and testing costs, <br /> demolition and removal costs, haul-away costs, any City, County and/or State fees related <br /> to the same, etc., by submitting to City and Escrow Holder a written request(s) for <br /> payment together with invoices or other evidences of payment to unaffiliated third parties <br /> substantiating the amount(s) requested. City shall inform Escrow Agent and Butler of any <br /> objections to Butler's claim for a disbursement of the Escrowed Funds, or of its approval <br /> of the disbursement of the Escrowed Funds, within ten (10) business days after receipt <br /> of the request. City's failure to approve or disapprove the request within such ten (10) <br /> day period shall constitute City's approval of such request. City shall not unreasonably <br /> withhold its approval to Butler's request(s) for disbursement of the Escrowed Funds. If <br /> City approves the request in writing, then promptly upon receipt of City's approval, Escrow <br /> OAK#4848-2211-8201 v3 Exhibit G-1 <br /> Page 26 of 29 <br /> ATTY/AGR12016.2971BUTLER MAIN STREET PURCHASE&SALE AGREEMENT FOR 4 REMNANT PROPERTIES <br /> REV-10-10-16 VR <br />