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evaluate and verify direct and indirect costs (including overhead allocations), and (xii) <br />other documents generated with respect to the Sidewalk. <br />31. Tune is of the Essence. Tune is hereby declared of the essence as to the lawful <br />performance of all duties and obligations set forth in this Agreement. <br />32. Interpleader. The City, CRA and Developer mutually agree that in the event of <br />any controversy regarding the Reimbursement Amount, unless mutual written instructions are <br />received by the Escrow Agent directing the Reimbursement Amount's disposition, the Escrow <br />Agent shall not take any action, but instead shall await the disposition of any proceeding relating <br />to the Reimbursement Amount or, at the Escrow Agent's option, the Escrow Agent may <br />interplead all parties and deposit the Reimbursement Amount with a court of competent <br />jurisdiction. Unless a court decides otherwise, the City shall be obligated to pay such costs and <br />fees of the Escrow Agent. <br />33. Liability -of Escrow Agent. The parties acknowledge that the Escrow Agent is <br />acting solely as a stakeholder at their request and for thea convenience, that the Escrow Agent <br />shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not <br />be liable to either of the parties for any action or omission on its part taken or made in good faith, <br />and not in disregard of this Agreement, but shall be liable for its willful misconduct and grossly <br />negligent acts and for any loss, cost or expense incurred by the City, CRA or Developer resulting <br />from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its <br />duties. The following additional provisions shall apply concerning the Escrow Agent: <br />(a) Escrow Agent shall be protected in relying upon the accuracy, acting in <br />reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, <br />signature, instrument or other document which is given to Escrow Agent without verifying the <br />truth or accuracy of any such notice, demand, certificate, signature, uistrument or other <br />document, provided that such reliance is in good faith. <br />(b) Other than this Agreement, Escrow Agent shall not be bound in any way <br />by any other contract or understanding between the City, CRA and Developer, whether or not <br />Escrow Agent has knowledge thereof or consents thereto unless such consent is given in writing <br />(c) Escrow Agent's sole duties and responsibilities shall be to hold and <br />disburse the Reimbursement Amount u1 accordance with this Agreement; provided, however, <br />that Escrow Agent shall have no responsibility for the clearing or collection of the check <br />representing the Reimbursement Amount. <br />(d) Escrow Agent shall not have any liability or obligation for loss of all or <br />any portion of the Reimbursement Amount by reason of the insolvency or failure of the <br />institution of depository with whom the escrow account is maintained. <br />(e) Escrow Agent shall not be disqualified or otherwise impaired in acting as <br />counsel for Developer by reason of its service as Escrow Agent under the this Agreement, or in <br />the event that a dispute or litigation arises between the City, CRA and Developer with respect to <br />10 <br />4833-4750-5982.722484/0281 <br />