CASH ESCROW AGREEMENT - Laserfiche WebLink

CASH ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement") is dated as of the 31st day of July 2008, between the City of Pleasanton, a California municipal corporation (the "Buyer"), the County of Alameda, a public subdivision of the State of California (the "Seller") and U.S. Bank National Association, a national banking association (the "Escrow Agent"), as escrow agent. The Buyer and Seller are sometimes referred to herein, collectively, as the "Interested Parties." WHEREAS, the Buyer and Seller have entered into an agreement dated as of July 8, 2008 (the "Purchase Agreement") pursuant to which funds aze to be placed in escrow as a source of payment to Seller in the event that the Buyer fails to purchase certain property pursuant to Section 1.7 of the Purchase Agreement; and WHEREAS, the Interested Parties wish to engage the Escrow Agent to act, and the Escrow Agent is willing to act, as escrow agent hereunder and, in that capacity, to hold, administer and distribute the amounts deposited in escrow hereunder in accordance with, and subject to, the terms of this Agreement; NOW THEREFORE, for valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. "The Northern Property" is Segments 7, 8, 9 and 10 as those Segments aze depicted on the attached Exhibit A. Section 2. Deposit of Escrow Funds or Proaer On July 31, 2008, the Buyer shall deposit with the Escrow Agent in immediately available funds the amount of $1,000,000.00 (the "Escrow Deposit", and together with any investment income or proceeds received by the Escrow Agent from the investment thereof from time to time pursuant to Section 4 below, collectively, the "Escrow Property"), and the Escrow Agent agrees to hold the Escrow Property in an account established with the Escrow Agent (the "Escrow Account"), and to administer the Escrow Property in accordance with the terms of this Agreement. Section 3. Release from Escrow The release of funds ftom the Escrow Account shall be governed by the Purchase Agreement including but not limited to Sections 1.4 and 1.7, and a brief summary is set forth herein. However, the terms of that Agreement shall be binding on the Seller, Buyer and the Escrow Agent as to the release of Escrow Property.