Agmt16 Butler Realty III, LLC - Laserfiche WebLink

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EXHIBIT G Holdback Escrow Aqreement This Holdback Escrow Agreement (this "Agreement") is entered into as of 2016, by and among BUTLER REALTY III, LLC, a California limited liability company ("Butler"), CITY OF REDWOOD CITY, a California charter city and municipal corporation ("City"), and Business & Escrow Service Center, Inc. ("Escrow Agent", with an office address of 3031 Tisch Way, Suite 310, San Jose, California 95128, Attn: Pam Dillon, President, with reference to the following facts: RECITALS: A. Butler and City are parties to that certain Agreement for Purchase and Sale of Remnant Properties, dated as of , 2016 (collectively, as the same may be amended and assigned, the "Purchase Agreement"). B. City, Butler and Escrow Agent now desire to enter into this Agreement. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties agree as follows: AGREEMENTS: 1. Deposit. On or before the Closing and upon receipt of the Purchase Price from Butler, Title Company shall withhold from the Purchase Price paid by Butler, Ninety Five Thousand and No/100 Dollars ($95,000.00) (the "Escrowed Funds"), and Escrow Agent agrees to hold and disburse the Escrowed Funds pursuant to the terms and conditions of this Agreement. 2. Disbursement of Escrowed Funds. Butler shall have the right to make draws on the Escrowed Funds to pay or reimburse Butler for its actual, reasonable out- of-pocket costs that are directly related to Buyer's removal of all paving and asphalt materials currently existing upon those portions of Spruce Street, Hancock Street and/or Buckeye Street that are contiguous to Buyer's Property (as such term is defined in the Purchase Agreement), including, without limitation, investigation and testing costs, demolition and removal costs, haul -away costs, any City, County and/or State fees related to the same, etc., by submitting to City and Escrow Holder a written request(s) for payment together with invoices or other evidences of payment to unaffiliated third parties substantiating the amount(s) requested. City shall inform Escrow Agent and Butler of any objections to Butler's claim for a disbursement of the Escrowed Funds, or of its approval of the disbursement of the Escrowed Funds, within ten (10) business days after receipt of the request. City's failure to approve or disapprove the request within such ten (10) day period shall constitute City's approval of such request. City shall not unreasonably withhold its approval to Butler's request(s) for disbursement of the Escrowed Funds. If City approves the request in writing, then promptly upon receipt of City's approval, Escrow OAK #4948-2211-8201 v3 Exhibit G-1 Page 26 of 29 ATTY/AGR/2016.297/BUTLER MAIN STREET PURCHASE & SALE AGREEMENT FOR 4 REMNANT PROPERTIES REV: 10-10-16 VR