8B, TCAAP Escrow Agreement - Laserfiche WebLink

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ESCROW AGREEMENT This Escrow Agreement is made this _ day of August, 2009 by and between RRLD, LLC ("RRLD"), the City of Arden Hills (the "City"), and Old Republic National Title Insurance Company ("Escrow Agent"). RECITALS WHEREAS, the City and the United States of America, acting by and through the General Services Administration (the "GSA"), have entered into that certain Offer to Purchase dated as of August 1, 2006, as amended (the "OTP"); and WHEREAS, the City and RRLD have entered into that certain Preliminary Development Agreement dated as of March 30, 2007, as amended pursuant to that certain First Amendment to Preliminary Development Agreement dated as of April 30, 2007; that certain Second Amendment to Preliminary Development Agreement dated as of March 10, 2008 and that certain Third Amendment to Preliminary Development Agreement dated as of March 30, 2009 (collectively, the "PDA"); and WHEREAS, the City, CRR, LLC (the predecessor of RRLD), Ryan Companies US. Inc. and Rehbein Companies, Inc., have entered into that certain Funding and Guaranty Agreement dated as of August 10, 2006, as amended by that certain First Amendment to Funding and Guaranty Agreement dated as of March 30, 2007 (collectively, the "Guaranty"); and WHEREAS, pursuant to the Guaranty, the RRLD agreed with the City, among other things, to fund the earnest money required to be paid pursuant to the terms of the OTP in the total amount of $2,250,000 (the "Earnest Money"); and WHEREAS, the Earnest Money was returned to the City by the GSA; WHEREAS, the City and RRLD have agreed that $62,719.37 (the "Undisputed Costs") of the Earnest Money may be retained by the City as payment by RRLD of a certain portion of the City Reimbursable Costs pursuant to Section 5 of the PDA, and $437,060.67 (the "Claimed Costs") of the City Reimbursable Costs are in a dispute ("Dispute") ; and WHEREAS, the City has refunded the Earnest Money less the Undisputed Costs and the Claimed Costs to RRLD; and WHEREAS, the City and RRLD desire that the portion of the Earnest Money equal to the Claimed Costs be deposited in escrow with Escrow Agent pending resolution of the Dispute. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Escrow. The City shall deposit with Escrow Agent the portion of the Earnest Money equal to the Claimed Costs. Escrow Agent shall deposit such funds in an interest bearing account which account shall permit withdrawal without penalty upon one day's notice. The Claimed Costs shall remain in escrow until (i) Escrow Agent has received written