R2006-40 AUTHORIZING AGREEMENT WITH GMRI, INC.

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. , amount up to the Escrowe Funds; if GMRI's costs to complete the Post Closing Work exceeds the Escrowed Fun s/or if there are insufficient funds remaining in the Escrow Account to fully reimburse MRI for such costs, then City will reimburse GMRI outside of escrow for such excess c sts within 30 days after receipt of GMRI's notice. (e) Once the Po�t Closing Work has been fully reimbursed from the Escrow Account, then any amounts emammg m the Escrow Account will be returned to City. 5. Escrow A ent's D ties. All parties understand and agree that Escrow Agent is not a principal, participant, or ben ficiary of the underlying transaction which necessitates this Agreement. Escrow Agent shall e obligated only for the performance of such duties as are specifically set forth herein and ay rely and shall be protected in acting or refraining from acting on any instrument believed b it to be genuine and to have been signed or presented by the proper party or parties, their officer , representatives or agents. Escrow Agent shall not be liable for any action taken or omitted by i in good faith and believed by it to be authorized hereby, nor for action taken or omitted by it i accordance with the advice of its counsel. Escrow Agent shall be responsible for holding, i vesting and disbursing the Escrowed Funds pursuant to this Agreement, but in no event shall b liable for any exemplary or consequential damages. Escrow Agent assumes no liability and the arties hereto consent and agree that Escrow Agent shall have no liability for any insolvency, r ceivership or conservatorship of the depository institution. Escrow Agent does not represent o warrant that the funds deposited are or will be sufficient or adequate to pay any and all sums , ue either under any draw request or to anyone performing work or providing materials pursua t to the plans and specifications, nor that the funds deposited are sufficient to complete the impr�vements and any short fall is to be made up by City. Nor shall Escrow Agent have any liabil ty due to any of the parties, other than Escrow Agent, filing for bankruptcy or the consequen�es or effect of such a bankruptcy on the funds and/or documents deposited hereunder. 6. Internleader. Shou�d any controversy arise between City and GMRI with respect to this Agreement or with respect to the right to receive the Escrowed Funds, Escrow Agent shall have the right to consult counsel and/or to institute a bill of interpleader in any court of competent jurisdiction to determine the rights of the parties. Should such actions be necessary, or should Escrow Agent become in olved in litigation in any manner whatsoever on account of this Agreement or the Escrowed F nds, City and GMRI hereby bind and obligate themselves, their successors and assigns to pay scrow Agent, in addition to any charge made hereunder for acting as Escrow Agent, reasonabl attorneys' fees incurred by Escrow Agent, and any other disbursements, expenses, losses, c ;sts and damages in connection with or resulting from such actions except for fees and costs re�ating to the default, negligence, fraud or willful misconduct of Escrow Agent. 7. Standard of Care. �scrow Agent shall have no liability under, or duty to inquire beyond the terms and provisions o the Agreement, and it is agreed that its duties are purely ministerial in nature, and that Escr w Agent shall incur no liability whatsoever except for its negligence, fraud and willful misc duct, as long as it has acted in good faith. Escrow Agent shall not be bound by any modi cation, amendment, termination, cancellation, recision or supersession of this Agreement unl ss the same shall be in writing and signed by each of the Escrow Agreement(Post Closing Work)—�age 3—c2 Decatur,IL Job No.06G0023