1577 Miller Construction Services LLC Escrow Agrmt 0'1
MILLER CONSTRUCTION SERVICES, LLC AGREEMENT ESCROW AGREEMENT
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THIS ESCROW AGREEMENT is made and entered into by and between City Ci
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of Sanford, a Florida municipal corporation, whose address is 300 North Park Avenue,
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Sanford, Florida 32772, (hereinafter referred to as the "CITY "); Miller Construction >>
Services, LLC, a Florida corporation, whose address is 8241 Via Bonita Street,
Sanford, Florida 32773, (hereinafter the "DONEE "); and. the law firm of Stenstrom,
McIntosh, Colbert & Whigham, P.A., whose address is 1001 Heathrow Park Lane, Suite
4001, Lake Mary, Florida 32746, (hereinafter the "ESCROW AGENT ").
WITNESSETH:
FOR AND IN CONSIDERATION of the mutual covenants and promises of the
parties hereto and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the CITY, the DONEE and the ESCROW AGENT
hereto agree as follows:
SECTION 1. ESTABLISHMENT OF THE ESCROW ACCOUNT; POTENTIAL
TRANSFER OF DUTIES.
(a). The CITY, the DONEE and the ESCROW AGENT hereby establish an
escrow account with the ESCROW AGENT for the purpose of holding funds donated by
the CITY to the DONEE relative to the DONEE's payments from the CITY under its
agreements with the CITY under the, and in implementation of, the Neighborhood
Stabilization Program. The DONEE has been performing
(b). The escrow account will be opened at a bank of the ESCROW AGENT's
choosing and the ESCROW AGENT will be the sole signatory on the account. The
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escrow account may or may not be an interest - bearing account in the discretion of the
ESCROW AGENT.
(c). It is recognized that the ESCROW AGENT also serves as the legal
counsel for the DONOR. if
SECTION 2. DEPOSIT INTO THE ESCROW ACCOUNT. '7
The CITY shall deposit the sum of $ S ) 4 . W with the ESCROW
AGENT. The ESCROW AGENT shall notify the CITY and the DONEE of the deposit of
such funds in the bank indicated in Section 1 within ten (10) business days after the
deposit has been made.
SECTION 3. RELEASE OF FUNDS.
The ESCROW AGENT shall release the escrowed funds to the DONEE as
directed by the DONOR for payments relating to the agreement between the DONOR
and the DONEE pertaining to the Neighborhood Stabilization Program. The ESCROW
AGENT shall continue to hold the funds in escrow until all of the escrowed funds have
been used for the purpose described in this Section. The DONEE recognizes that it has
no claim upon the funds, in whatever state, except as may be specifically set forth
herein and only in the manner as set forth herein.
SECTION 4. RECORDKEEPING.
(a). The ESCROW AGENT shall maintain all records concerning the escrow
account for seven (7) years after full release of all of the escrowed funds for the purpose
herein expressed; provided, however, that the ESCROW AGENT may transmit said
records to the City Clerk of the DONOR at its discretion.
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(b). The ESCROW AGENT shall make available to the CITY and the DONEE,
upon request, all books and records of the ESCROW AGENT relating to the funds
deposited and disbursed hereunder.
SECTION 5. GENERAL OBLIGATIONS OF THE ESCROW AGENT.
(a). The ESCROW AGENT shall maintain the accounts called for in this
Agreement under the direct supervision and control of ESCROW AGENT.
(b). A fiduciary relationship shall exist between ESCROW AGENT and the
CITY and the DONEE and the ESCROW AGENT acknowledges its fiduciary
obligations.
SECTION 6 GENERAL OBLIGATIONS OF THE DONEE.
The DONEE shall use all funds given to the DONEE only for the benefit of the
DONEE as set forth herein for payments relating to the agreement between the
DONOR and the DONEE pertaining to the Neighborhood Stabilization Program. If the
sums are not due to the DONOR and the agreement between the DONOR and the
DONEE pertaining to the Neighborhood Stabilization Program has terminated, the
DONOR may request that the remaining funds be returned to the DONOR and the
ESCROW AGENT shall take appropriate action as it deems appropriate in that regard
and in that event.
SECTION 7. TERMINATION OF AGREEMENT.
This Agreement shall remain in effect until all escrowed funds are used as
prescribed herein and all records have been maintained as prescribed herein.
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SECTION 8. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon the CITY, the DONEE and the ESCROW
AGENT and their successors and assigns.
SECTION 9. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with and governed by the laws
of the State of Florida and venue shall be in the Circuit Court in and for Seminole
County, Florida.
SECTION 10. TAX MATTERS.
Each signatory to this Agreement is responsible for the payment of income taxes
with respect to any matter arising out of this Agreement.
SECTION 11. WAIVER.
No waiver of any of the obligations or provisions of this Agreement shall be
enforceable against any of the parties unless such waiver is (a) executed by each of the
parties hereto and (b) acknowledged in writing by the parties. Any waiver affected
hereby shall not constitute a waiver of any other obligations or provisions of this
Agreement.
SECTION 12. AMENDMENT.
This Agreement may be amended, modified or terminated only by written
instrument or written instruments signed by the parties hereto. No act, omission or
course of dealing shall be deemed to constitute an amendment, modification or
termination hereof.
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SECTION 13. HEADINGS.
The headings contained in this Agreement are provided for convenience only and
form no part of this Agreement and shall not affect the construction or interpretation of
this Agreement.
SECTION 14. SEVERABILITY.
If any provision of this Agreement or the application thereof to any person or
circumstance is determined to be invalid or unenforceable, the remaining provisions of
this Agreement or the application of such provision to other persons or to other
circumstances shall not be affected thereby and shall be valid and enforceable to the
fullest extent permitted by law.
SECTION 15. ENTIRE AGREEMENT.
This Escrow Agreement sets forth the entire agreement among the parties with
respect to the subject matter hereof, and this Agreement supersedes and replaces any
agreement or understanding that may have existed between the parties prior to or
contemporaneously with the date hereof in respect of the such subject matter expressly
set forth herein or with regard to the DONEE as to any manner whatsoever relating to
the escrowed funds and with regard to any putative or purported agreement or
understanding that may have existed in any manner or form prior to or
contemporaneously with the date hereof in any respect of the subject matter expressly
or impliedly set forth herein.
SECTION 16. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.
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IN WITNESS WHEREOF, the CITY and the ESCROW AGENT have hereunto
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set their hands and seals this / day of March, A.D. 2013, with joinder by the DONEE
as set forth below.
SIGNATURE PAGES FOLLOW
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Attest: CITY OF SANF WNW
9 .10.e.M 7 ' /62(14 �/
,/Janet Dougherty Jeff Tripl:• • r
City Clerk I�
Approved As To Form
And Legality:
(119b
i iam L. Colbert
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City Attorney
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JOINDER AND ACCEPTANCE OF GIFT BY DONEE
Joined and accepted as to each and every term and condition:
Sign-. : ealed and Delivered BY THE DO
i - 'Presence of Witnesses: 0 Z_. ' B r 1%
. re of Witness #1 S gnature
Curtis G. Miller, Manager Z. e . - . Miller, Manager
(
Signature of Witness #2
Printed name of Witness # 2:
STATE OF FLORIDA )
COUNTY OF SEMINOLE )
I HEREBY CERTIFY that on this day, before me, an officer duly authorized to
administer oaths and take acknowledgments, personally appeared J Zachary R. Miller,
who is personally known to me to be the person described in and who executed the
foregoing instrument, who acknowledged before me that he executed the same, that
relied upon the following form of identification of the above -named person:
Z#C/lAt i d7✓,44,/ /hfc ccn
WITNESS my hand and official seal in the County and State last aforesaid this
day of March, 2013. -,\ ''
,
(Affix Notary Seal) i - � y � �'
Notary Public; State of Florida
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DEBRA LEI /4 C S / m ,ten AL.; Notary Public, stew of Fioride Printed Name
PAY comet. expires J rlr 25, 2016
No. EE 209805
Bonded thrn Ashton Agency, Inc. (800)451.4854
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STATE OF FLORIDA )
COUNTY OF SEMINOLE )
Signed, Sealed and Delivered BY THE ESCROW AGENT:
in the Presence of Witnesses:
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Signature of Witness #1 _ N. Groot, of Cou sel
Pri ,Name of Witness #1
Signature of Witness #2
c 1/1 f c y 0 e) r 1 -- y v
Printed Name of Witness #2
STATE OF FLORIDA )
COUNTY OF SEMINOLE )
HEREBY CERTIFY that on this day, before me, an officer duly authorized to
administer oaths and take acknowledgments, personally appeared Lonnie N. Groot,
who is personally known to me to be the person described in and who executed the
foregoing instrument, who acknowledged before me that he executed the same, that I
relied upon the following form of identification of the above -named person:
Lo 0 , AO . 6 roe-- .
WITNESS my hand and official seal in the County and State last aforesaid this
day of March, 2013. \ /
(Affix Notary Seal) C--)4-1"- -
Notary Public; State of Florida
}EBRA C. SIMMONS ' be 3/ C _ S , ,-2-7 .n :LJ
t# Public, state of Florida Printed Name
,+ Aca . PiresBo i EE 209805
Bonded thru Ashton Agency, Inc. (800)451.4854
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