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<br />written instructions directing the release of such funds (or any Dortion thereof} signed <br />by both RRLD and the City. which instructions may be eiyen either for the entire <br />amount of Claimed Costs. or from time to time for sDecified Dortions thereof; or (ii) <br />RRLD or the City sends to Escrow Agent a court or arbitrator's order directing the <br />release of such funds with a copy to the other party, and the other party does not within <br />thirty (30) days thereof send written notice to Escrow Agent of its intention to appeal <br />the same. In the event a party sends written notice of appeal to Escrow Agent and does <br />not so appeal the order within the statutorily permitted time, upon notice from the <br />other party of such non-appeal, the Escrow Agent may release the funds as directed by <br />such order. <br /> <br />2. Escrow Agent Duties. The sole duties of Escrow Agent shall be those described herein, <br />and Escrow Agent shall be under no obligation to determine whether the other parties <br />hereto are complying with any requirements of law or the terms and conditions of any <br />other agreements among said parties. Escrow Agent may conclusively rely upon and <br />shall be protected in acting upon any notice, consent, order or other document believed <br />by it to be genuine and to have been signed or presented by the proper party or parties. <br />Escrow Agent may consult the advice of counsel with respect to any issue concerning <br />the interpretation of its duties hereunder; RRLD and the City hereby acknowledge such <br />fact and indemnify and hold harmless Escrow Agent from any action taken by it in good <br />faith in reliance thereon. Escrow Agent shall have no duty or liability to verify any such <br />notice, consent, order or other document, and its sole responsibility shall be to act as <br />expressly set forth in this Agreement. Escrow Agent shall be under no obligation to <br />institute or defend any action, suit or proceeding in connection with this Agreement. <br /> <br />3. Escrow Agent Fees. RRLD and the City shall each pay one-half of any charges of Escrow <br />Agent for its services rendered as Escrow Agent, which charges are $150.00. <br /> <br />4. DisDute Resolution Process. City and RRLD aeree that Section 23 of the PDA survives <br />termination of the PDA. and that nothine in this Escrow Aereement modifies the disDute <br />resolution Drocess described in such section of the PDA. <br /> <br />IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth <br /> <br />above. <br /> <br />RRLD, LLC <br /> <br />By: Ryan Companies US, Inc. <br />Its: Manager <br /> <br />By: <br />Its: <br />