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FINANCE �n^
TRANSMITTAL MEMORANDUM yr.
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To: City Clerk
RE: Request for Services
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
Development Order I Mayor's signature
n Final Plat (original mylars)) n Recordin Lette r
of
Credit
VRendering
Maintenance Bond Safe keeping (Vault)
Ordinance ❑
I I Performance Bond
Resolution
II
Once completed, please:
n Return original
Return copy
S ial Instructions:
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Please advi e if you have . questions regarding the above.
Thank yo 4.
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T:\Dept_fomis\City Clerk Transmittal Memo-2009.doc
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QYLWtSi The E ►a r� +c� ank NG
LEASING
Financial services of The Bancorp Bonk
ESCROW AGREEMENT
This Escrow Agreement (this "Agreement") is entered into as of � 11 ■A (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 consideration of the representations, warranties and covenants herein
contained, and intending to be legally bound,the Parties agree as follows:
1. Appointment. The Principal hereby constitute and appoint the Escrow Agent as escrow
agent hereunder, and the Escrow Agent hereby agrees to assume and perform the
duties of the escrow agent hereunder. The Escrow Agent is not charged with knowledge
of the terms of the provisions of any agreements between the Principal 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$519,235.00 (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.
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4. Disbursements. To the extent that a principal wishes to draw funds from the Escrow
Account, such claiming 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 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.
S. 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 dba Mears Motor Leasing
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 the State of Florida. Each of the Parties hereby and irrevocably and
unconditionally submits to the jurisdiction of the State of Florida and irrevocably agrees
that all actions or proceedings arising out of or related to this Agreement 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 Partie shereby
irrevocably waives any objection which he or she may now of herefater 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.
16. Parties in Interest. Nothing expressed or implied in this Agreement is intended to or
shall be construed to confer upon or give 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.
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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. 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.
19. 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: 2 CIA- k .
Name:
Title:
Principal: City of Sanfor., Florida
By:
40filr
Name: Jeff T �� . - t
Title: Mayor I
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Signature Page to Escrow Agreement
EXHIBIT A
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$100,000 per depositor, per insured bank. This includes
principal and accrued interest up to a total of$100,000. Note: On May 20, 2009, FDIC deposit
insurance temporarily increased from$100,000 to$250,000 per depositor through December
31, 2013.
i Lcc
Authorized Representative
Date
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