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17 tz c- <br /> ESCROW AGREEMENT <br /> THIS ESCROW AGREEMENT ( " Escrow Agreement ") is entered into as of the <br /> day of T_P w N 20LL, by and between Shadowbrook Estates, Inc. , a Florida corporation, <br /> ("Seller") , and Indian River County, a political subdivision of the State of Florida ("Buyer '). <br /> RECITALS : <br /> A. Buyer and Seller entered into a purchase and sale agreement pertaining to real estate <br /> located in Indian River County , Florida. <br /> B. The Purchase Agreement provides that at closing the sum of Four Hundred Fifty <br /> Thousand and No/ 100 ($450,000 .00) shall be retained from the proceeds by Collins, Brown, <br /> Caldwell, Barkett & Garavaglia, Chartered (the "Escrow Agent'), which funds shall be held in <br /> accordance with the terms of this Escrow Agreement. Said sum and any interest accruing <br /> thereon, are referred to collectively as the "Escrow Funds. " <br /> C . The purpose of the Escrow is to secure environmental clean-up of soil and groundwater <br /> impacts identified by the "Expanded Phase II Environmental Site Assessment" prepared by <br /> Kimley-Horn and Associates, Inc . ("KHA"), to the extent described herein. <br /> Now, therefore, for and in consideration of the mutual covenants herein contained and <br /> other good and valuable consideration each paid to the other, the receipt and sufficiency of which <br /> are hereby acknowledged , the parties hereto agree as follows : <br /> 1 . Recitations . Definitions and Conflicts. Buyer and Seller each confirm that the recitals set <br /> forth above are true and correct . Capitalized terms not defined herein shall have the meanings <br /> ascribed thereto in the Purchase Agreement. <br /> To the extent that any conflict exists between the terms and provisions of the Purchase <br /> Agreement and this Escrow Agreement, the terms and provisions of this Escrow Agreement shall <br /> govern and prevail . Buyer and Seller acknowledge that Escrow Agent is not a party to the <br /> Purchase Agreement. Buyer and Seller agree that the sole duties, responsibilities and liabilities <br /> of the Escrow Agent in connection with the Escrow Funds and the subject transaction are limited <br /> to those expressly set forth in this Escrow Agreement, and not those contained in the Purchase <br /> Agreement. <br /> 2. General Terms of Escrow. Escrow Agent agrees to act as escrow agent in accordance <br /> with the provisions of this Escrow Agreement. The Escrow Funds shall be retained by Escrow <br /> Agent at closing. Escrow Agent is hereby directed to deposit the Escrow Funds, upon receipt <br /> thereof, into its Trust Account, at Wachovia Bank, N.A., which funds shall not bear interest for <br /> the benefit of either party . <br /> 3 . Financial Institutions - Escrow Account. Escrow Agent shall not be responsible or liable <br /> for: (a) any failure on the part of the financial institution at which the account is maintained; (b) <br /> the unavailability of Federal Deposit Insurance Corporation ("FDIC') insurance on all or any <br /> portion of the Escrow Funds; (c) any inability or failure of said financial institution to deliver the <br /> 1 <br />