1998-04-27 Regular Meeting of City Council

Browse Search

e e agreed by GCWA" Galveston and LPAWA that on the Transfer Date, the Escrow Fund shall contain the amourlt of $2,912,700 and if there is a deficiency in such fund, LPAWA shall pay such deficiency to the Escrow Agent for deposit in the Escrow Fund if it is to be disbursed pursuant to Section 2(c). Section 2. Disbursement of the Escrow Fund. The Escrow Agent shall disburse the Escrow Fund as follows: (a) Upon receipt of an affidavit from LPAWA, delivered on or after May 1, 2002, that GCWA and Galveston have failed to deliver to LPAWA an executed Conveyance of Interest in the form attached to the Sale Agreement as Exhibit B, Escrow Agent shall disburse the Escrow Fund to LPAWA. (b) In the event that LPAWA fails to pay the full amount due and owing on the Purchase Price to :the Escrow Agent, on or before the Transfer Date, upon receipt of a request from GCWA that the Escrow Agent disburse the funds in the Escrow Fund to GCWA pursuant to Section 2.1 (c) of the Sale Agreement, the Escrow Agent shall disburse the funds in the Escrow Fund to GCWA. (c) Upon receipt of a copy of the executed Conveyance of Interest and evidence of receipt thereof by LPAWA, the Escrow Agent shall disburse the Escrow Fund to GCWA. The Escrow Agent shall disburse any unpaid interest earned thereon to date to LPA WA. (d) GC'WA and Galveston shall give the Escrow Agent and LPAWA as least thirty (30) days' prior written notice of the Transfer Date. Section 3. The Escrow Acent's Responsibilities. (a) The Escrow Agent's sole responsibilities shall be: (i) safekeeping the Escrow Fund; (ii) investment of the Escrow Fund in accordance with LPAWA's direction; and (iii) disbursement of Escrow Fund and interest earned thereon as provided for in Sections 2(a), (b) or (c). (b) The Escrow Agent has no duty to determine or inquire into the happening or occurrence of any 19vent or contingency or the performance or failure of performance of any of GCWA, Galveston or LPAWA with respect to the Sale Agreement or any other agreement between the partiesi. The Escrow Agent may act under this Escrow Agreement upon any written instruction which the Escrow Agent believes in good faith to be geniune and what it purports to be. The Escrow Agent shall incur no liability in acting in any way in good faith in accordance with any of the provisions of this Escrow Agreement. Section 4. Bill of Interpleader. Should any disagreement occur between GCWA, Galveston and LPAWA with respect to this Escrow Agreement, or with respect to GCWA or LPAWA's right to rt~ceive the Escrow Fund or the interest earned thereon, Escrow Agent shall have the right to insititute a bill of interpleader in any court of competent jurisdiction to determine the rights of the parties. 15