HomeMy WebLinkAbout1729 Bancorp Bank Escrow Agreement RFP 14/15-23—
Tuesday, November 10, 2015
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Too City Clerk
E: Escrow Agreement with The Bancorp Bank RFP- 14/15 -23 Lease Purchase
Police Vehicles (less than $50,000)
The item(s) noted below is /are attached and forwarded to your office for the following action(s):
❑ Development Order
❑ Final Plat (original mylars)
❑ Letter of Credit
❑ Maintenance Bond
❑ Ordinance
❑ Performance Bond
❑ Resolution
Once completed, please:
❑ Return originals to Purchasing- Department
❑ Return copies
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❑ Mayor's signature
❑ Recordi qg.
Safe keeping
U Payment Bond
❑ City Manager Signature
❑ City Clerk Attest/Signature
❑ City Attorney /Signature
Special Instructions: Record keeping — original contract
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From
TADept_ forms \City Clerk Transmittal Memo - 2009.doc
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Date
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ESCROW AGREEMENT
This Escrow Agreement (this "Agreement") is entered into as of C`xt- �r 13 l0t.� (the "Closing Date "), by
and among The Bancorp Bank, as escrow agent ( "Escrow Agent ") and the City of Sanford (the "Principal ").
The Escrow Agent and the Principal may be referred to herein as a "Party" and collectively, the "Parties ".
WHEREAS, the Principal has requested that the Escrow Agent serve as escrow agent for certain funds.
WHEREAS, the Escrow Agent has agreed to act as escrow agent during the term of this Agreement, on the
terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consi warranties and covenants herein contained, and
intending to be legally bout
1. Appointment. The P ppoint the Escrow Agent as escrow agent
hereunder, and the E ssume and perform the duties of the escrow agent
hereunder. The Escrc owledge of the terms of the provisions of any
agreements between rrmcipal or with any duties or responsibilities except as expressly states in
this Agreement.
2. Escrow Funds. Upon the execution hereof, The Bancorp Bank shall cause to be delivered to the Escrow
Agent the amount of $551,292.00 (the "Escrow Funds ") in immediately available funds.
3. Investments. The Escrow Agent is authorized and directed to deposit, transfer, hold and invest the
Escrow Funds and any investment income thereon as set forth in Exhibit A hereto. Any investment
earnings and income on the Escrow Funds shall become part of the Escrow Funds, and shall be
disbursed in accordance with Section 4 of this Agreement.
www.thebancorp.com
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4. Disbursements. To the extent that a principal wishes to draw funds from the Escrow Account, such
-.cl aiming - Principal shall- deliver a written notice of such request -to the - Escrow Agent:--- Funds-are
available immediately and can be wired to either the principal or to a "Vendor" account designated by
the Principal, as long as there are invoices to match the requested amount. The Escrow Agent shall not
be responsible for verifying the accuracy or completeness of any request for disbursement of funds by
the Principal.
5. Termination. This Agreement shall terminate upon the distribution of all of the Escrow Funds held by
the Escrow Agent pursuant to this Agreement (the "Escrow End Date ").
6. Interest. The Bancorp Bank shall pay UGq percent APR in interest to the funds held in the Escrow
Account.
7. Merger or Consolidation. Any corporation or association into which the Escrow Agent may be
convereted or merged, or with which it may be consolidated, or to which it may sell or transfer all or
substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any
corporation or association resulting from any such conversion, sale, merger, consolidation or transfer
to which the Escrow Agent is a party, shall become the successor escrow agent hereunder and shall
have and succeed to the rights, powers, duties, immunities and privileges of its predecessor as the
Escrow Agent hereunder, without execution or filing of any instrument or paper or the performance of
any further act.
8. Exculpatory Provisions. The Escrow Agent shall be obligated only to perform such duties as are
specifically set forth in this Agreement and may rely and shall be protected in relying on any
instrument reasonably believed to be genuine and to have been signed or presented by the proper
Party or Parties. The Escrow Agent shall not be liable for forgeries or false impersonations. The Escrow
Agent shall not be liable for any act done or omitted hereunder as escrow agent except for acts or
ommissions constituting fraud, gross negligence or willful misconduct. The Escrow Agent shall in no
case or event incur liability for any punitive, incidental or consequential losses or damages of any kind
whatsoever (including without limitation lost profits), even if the Escrow Agent has been
advised of the possibility of such losses or damages and regardless of the form of action.
The Escrow Agent shall be entitled to rely on and shall not be laible for any action taken or
omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other
professionals retained or consulted by the Escrow Agent. The Escow Agent shall be
reimbursed as set forth in Section 11 for any and all compensation (fees, expenses
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and other costs) paid and /or reimbursed to such counsel and /or professionals. Any act done
or omitted pursuant to the advice or opinion of counsel shall be conclusive evidence of the good faith
of the Escrow Agent.
9. Alteration of Duties. Subject to Section 10, the duties of the Escrow Agent may only be altered,
amended, modified or revoked pursuant to a writing signed by all the Parties.
10. Further Instruments. If the Escrow Agent reasonably requires other or further instruments in
connection with the performance of its duties hereunder, the Principals shall join in furnishing such
instruments.
11. Notices. Any notice given hereunder shall be in writing and shall be effective on the earlier of presonal
delivery or the third day after mailing by certified or registered mail, postage prepaid as follows:
To the Escrow Agent:
The Bancorp Bank
3905 El Rey Rd
Orlando, FL 32808
Attention: Karrie -Linn Velms
Email: kvelms @thebancorp.com
Facsimile: 302 - 791 -5705
12. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of
Seminole County within the State of Florida. Each of the Parties hereby and irrevocably and
unconditionally submits to the jurisdiction Seminole County, Florida and irrevocably agrees that all
actions or proceedings arising out of or related to this Agrement shall be litigated exclusively in such
courts. Each of the Parties agrees not to commence any legal proceedings related hereto except in
such courts. Each of the Parties hereby irrevocably waives any objection which he or she may now of
hereafter have to the laying of venue of any such proceedings in any such court and hereby irrevocably
waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum
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13. Tax Matters.
a. Reporting. The Principals agree that, for tax reporting purposes, all interest and other income
earned from investment of the Escrow Funds, if any, shall, as of the end of each calendar year
and to the extent required by the Internal Revenue Service, be reported as having been earned
by the principal to whom it is actually disbursed, in the year in which disbursed.
b. Certification of Tax identification Numbers. The Principal shall, prior to the Closing Date,
provide the Escrow Agent with a certified tax identification number by furnishing appropriate
W -9 or W -8 and other forms and documents as the Escrow Agent may reasonably request. The
principal understands that if such tax documentation is not certified to the Escrow Agent, the
Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, to withhold
a portion of any interest or other income earned on the investment of monies or other
property held by the Escrow Agent pursuant to this Agreement.
c. Tax Allocation. To the extent the Escrow Agent becomes liable for the payment of any taxes in
respect of income derived from the investment of funds or payments made hereunder, the
Escrow Agent shall satisfy any liablity to the extent possible from the Escrow Fund. The
Principal agrees to indemnify the Escrow Agent from and against any taxes, additions for late
payment, interest, penalties and other expenses that may be assessed against the Escrow
Agent on or with respect to any payment or other activities under this Agreement unless any
such tax, addition for late payment, interest, penalties and other expenses shall arise out of or
caused by the actions of, or failure to act by, the Escrow Agent.
14. Amendments and Waivers; Entire Agreement. No amnedment of any provision of this Agreement shall
be valid unless the same shall be in writing and signed by each of the
Parties. No waiver by any Party of any right or remedy hereunder shall be valid unless the same shall
be in writing and signed by the Party giving the waiver. No waiver by any
Party with respect to any default shall be deemed to extend to any prior or subsequent such
occurrence. The Escrow Agent is bound only by the terms of this Agreement.
15. Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and permitted assigns. Subject to Section 7, no party may
assign any of its rights or delegate any of its performance obligations hereunder without the prior
written approval of the other Parties. Any purported assignment of rights or delegation of
perforamnce obligations in violation of this Section 17 is void.
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16. Parties in Interest. Nothing expressed or implied in this Agreement is intended to or shall be construed
to. confer -.:upon orgive any_ party other, than.the- parties:hereto and: - their. permitted- successors -and. -
assigns, any rights or remedies under or by reason of this Agreement or any transaction contemplated
hereby.
17. Invalidity of provisions. Each of the provisions contained in this Agreement is distinct and severable
and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of
competent jurisdiction shall not affect the validity or enforceability of any provision hereof.
18.
19. Section Headings. The section headings contained in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement. Unless otherwise expressly
indicated, any reference in this Agreement to a "Section ", "clause" or other division means a Section,
clause or division of this Agreement.
20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written:
The Bancorp Bank, as Escrow Agent
By:
Name: C?A.� �Ap k-• r` - P, �Si J
Title: Fvr
Principal: City of Sanford, Florida
By:
Name: V l m o..
Title: V vr. VVk4"zd..f
The Bailcur-i Bank
Signature Page to Escrow Agreement
I Wq 42 11
The Escrow Agent is hereby directed to deposit all of the Escrow Funds in the following account (the
"Account") of The Bancorp Bank (the "Bank ");
(INSERT NAME OF ACCOUNT AND ACCOUNT NUMBER)
The undersigned understand that amounts on deposit in the Account are insured, subject to the applicable rules
and regulations of the Federal Deposit Insurance Corporation (FDIC), in the basic FDIC insurance amount of
$250,000 per depositor, per insured bank.
Authorized Representative
Date