AgdaPkt 2016-10-17 Closed and Special Joint SA PFA

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6.3.C. - Page 33 Agent shall disburse the Escrowed Funds (or portion thereof requested) to Butler. If City objects to the request, then Escrow Agent may await settlement of the controversy by mutual instructions of the parties or by appropriate legal or arbitration proceedings with respect to the balance. Any Holdback Funds remaining in the Holdback Escrow Account will be released to City upon the first to occur of: (i) the date that is ninety (90) days following Butler's completion of the work of hazardous materials remediation with respect to the City Property and (ii) the date which is two (2) years after the effective date of this Agreement. 3. Escrow Matters. Escrow Agent shall invest the Escrowed Funds in a federally insured interest bearing account such that all Escrowed Funds are federally insured. All interest earned on the Escrowed Funds shall be allocated/taxed to Butler for all income tax purposes. Escrow Agent is acting in the capacity of a depository only with respect to the Escrowed Funds and shall not be liable or responsible to anyone for any damages, losses or expenses unless the same shall be caused by Escrow Agent's gross negligence or willful malfeasance. Escrow Agent may rely upon any information furnished by Butler and City, without any duty of investigation, and Escrow Agent shall have no liability for any action taken in reliance upon such information, unless it shall have actual knowledge that such information is false. Escrow Agent agrees to maintain consistent, detailed and accurate accounting records of the Escrowed Funds, any withdrawals thereof and any interest earned thereon, and to provide copies of such records to Butler or City from time to time upon either's written request, but not more than once every 30 days. 4. Controversies. In the event that any controversy arises between the parties hereto or with any third person, Escrow Agent shall not be required to make any determination of the same or take any action with regard to the same, but may await settlement of the controversy by mutual instructions of the parties or by appropriate legal or arbitration proceedings. City and Butler mutually agree that in the event of any controversy regarding the Escrowed Funds, unless mutual written instructions are received by the Escrow Agent directing the Escrowed Funds' disposition, the Escrow Agent shall not take any action, but instead shall await the disposition of any proceeding relating to the Escrowed Funds or, at the Escrow Agent's option, the Escrow Agent may interplead all parties and deposit the Escrowed Funds with a court of competent jurisdiction in which event the Escrow Agent may recover all of its court costs and reasonable attorneys' fees. City or Butler, whichever is not the prevailing party in any such interpleader action, shall be solely obligated to pay such costs and fees of the Escrow Agent, as well as the reasonable attorneys' fees of the prevailing party in accordance with the other provisions of this Agreement. 5. Manner of Giving Notice. All notices and demands which any party is required or desires to give to the others shall be given in writing in accordance with the provisions of the Purchase Agreement. 6. Charges. City and Butler promise and agree to pay promptly on demand and to indemnify and hold harmless Escrow Agent from and against all costs, damages, judgments, attorneys' fees, expenses, obligations and liabilities of every kind which in OAK#4848-2211-8201 v3 Exhibit G-2 Page 27 of 29 ATTYfAGRl2016.297/BUTLER MAIN STREET PURCHASE&SALE AGREEMENT FOR 4 REMNANT PROPERTIES REV: 10-10-16 VR