Ohio Escrow Agreement Download Printable PDF

SAMPLE ESCROW AGREEMENT

ESCROW AGREEMENT

(LAEPP 20__)

This Escrow Agreement (hereinafter “Agreement”), effective as of the _____________day of

__________________20__, (“Effective Date”) is between

INSERT TITLE AGENT/AGENCY

Comment [BA1]: Make sure this information

NAME, [Insert Title Agent/Agency Address]

(hereinafter “Escrow Agent”),

INSERT LANDOWNER'S

matches information provided to ODA for vendor-

NAME, [Insert Signee's Address]

(hereinafter “Landowner”) and the

INSERT LOCAL SPONSOR’S

system and assignment of payment systems

NAME, [Insert Local Sponsor/Local Sponsor’s Address]

(hereinafter “Local

Sponsor”).

The OHIO

DEPARTMENT OF AGRICULTURE, as located at 8995 East Main Street, Reynoldsburg, OH 43068

(hereinafter “ODA”) shall be considered a third party beneficiary of this Agreement.

RECITALS

WHEREAS, Local Sponsor and ODA intend to purchase a perpetual Easement from the

Landowner for the property more fully described in the Purchase Agreement, attached hereto and

incorporated herein as Exhibit A; and

WHEREAS, ODA requires an escrow agent to perform escrow and closing services for deposits

(hereinafter “Deposit”) received through the Local Sponsor from ODA; and

WHEREAS, Escrow Agent desires to perform such services and act as escrow agent pursuant to

the terms and conditions contained in this Agreement, and Landowner and Local Sponsor desire to have

Escrow Agent act in such capacity; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as

follows:

AGREEMENT

NATURE OF CONTRACT

1.1

Escrow Agent shall be employed as an independent contractor to fulfill the terms of this

Agreement. It is specifically understood that the nature of the services to be rendered

under this Agreement are of such a personal nature that the Local Sponsor is the sole

judge of the adequacy of such services.

1.2

The Local Sponsor and Landowner enter into this Agreement in reliance upon Escrow

Agent’s representations that it has the necessary expertise and experience to perform its

obligations hereunder, and Escrow Agent warrants that it does possess the necessary

expertise and experience.

1.3

Escrow Agent shall perform the services to be rendered under this Agreement and the

Local Sponsor shall not hire, supervise, or pay any assistants to Escrow Agent in its

performance under this Agreement. The Local Sponsor shall not be required to provide

any training to Escrow Agent to enable it to perform services required hereunder.

SAMPLE ESCROW AGREEMENT

ESCROW AGREEMENT

(LAEPP 20__)

This Escrow Agreement (hereinafter “Agreement”), effective as of the _____________day of

__________________20__, (“Effective Date”) is between

INSERT TITLE AGENT/AGENCY

Comment [BA1]: Make sure this information

NAME, [Insert Title Agent/Agency Address]

(hereinafter “Escrow Agent”),

INSERT LANDOWNER'S

matches information provided to ODA for vendor-

NAME, [Insert Signee's Address]

(hereinafter “Landowner”) and the

INSERT LOCAL SPONSOR’S

system and assignment of payment systems

NAME, [Insert Local Sponsor/Local Sponsor’s Address]

(hereinafter “Local

Sponsor”).

The OHIO

DEPARTMENT OF AGRICULTURE, as located at 8995 East Main Street, Reynoldsburg, OH 43068

(hereinafter “ODA”) shall be considered a third party beneficiary of this Agreement.

RECITALS

WHEREAS, Local Sponsor and ODA intend to purchase a perpetual Easement from the

Landowner for the property more fully described in the Purchase Agreement, attached hereto and

incorporated herein as Exhibit A; and

WHEREAS, ODA requires an escrow agent to perform escrow and closing services for deposits

(hereinafter “Deposit”) received through the Local Sponsor from ODA; and

WHEREAS, Escrow Agent desires to perform such services and act as escrow agent pursuant to

the terms and conditions contained in this Agreement, and Landowner and Local Sponsor desire to have

Escrow Agent act in such capacity; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as

follows:

AGREEMENT

NATURE OF CONTRACT

1.1

Escrow Agent shall be employed as an independent contractor to fulfill the terms of this

Agreement. It is specifically understood that the nature of the services to be rendered

under this Agreement are of such a personal nature that the Local Sponsor is the sole

judge of the adequacy of such services.

1.2

The Local Sponsor and Landowner enter into this Agreement in reliance upon Escrow

Agent’s representations that it has the necessary expertise and experience to perform its

obligations hereunder, and Escrow Agent warrants that it does possess the necessary

expertise and experience.

1.3

Escrow Agent shall perform the services to be rendered under this Agreement and the

Local Sponsor shall not hire, supervise, or pay any assistants to Escrow Agent in its

performance under this Agreement. The Local Sponsor shall not be required to provide

any training to Escrow Agent to enable it to perform services required hereunder.

SAMPLE ESCROW AGREEMENT

II.

SCOPE OF WORK

2.1

Escrow Agent has established an escrow account for the purpose of holding the Deposit

to be made by Local Sponsor pursuant to the Purchase Agreement referenced herein at

Comment [BA2]: This must be completed

____________________ Bank, a bank authorized to do business in the State of Ohio

(“Escrow Account”).

2.2

All Deposits received from the Local Sponsor prior to closing shall be placed in the

Escrow Account within five (5) business days of receipt of the Deposit by the Escrow

Agent.

2.3

Within ten (10) business days of placing the Deposit in the Escrow Account, Escrow

Agent shall provide written notice to the Local Sponsor and ODA confirming the

Deposit. Failure to provide confirmation of the deposit may subject the instrument

conveying the Deposit to cancellation by ODA.

2.4

Under no circumstances shall Local Sponsor or Landowner seek or accept release of the

Deposit made by the Local Sponsor on behalf of ODA until after consummation of the

Purchase Agreement, completion of any accompanying Closing Instructions as issued by

ODA, completion of a final title review prior to the closing, delivery of an executed Deed

of Agricultural Easement as signed by the Landowner, and consent has been provided by

the Local Sponsor and ODA for release. After recordation of the Easement and in good

faith that all instructions and conditions specified in the final ODA Closing Instructions

and this Agreement have been satisfied, Escrow Agent shall pay all costs as itemized in

ODA’s signed Settlement Statement out of the funds held in the escrow account. Once all

other costs are paid, the remainder of the funds held in the escrow account shall then be

disbursed to the landowner entitled to payment.

2.5

If Escrow Agent is not directed to release the Deposit pursuant to the paragraph above,

and Escrow Agent receives a request by either Local Sponsor or Landowner to release the

Deposit, then Escrow Agent must give both Local Sponsor and ODA prior written notice

of not fewer than thirty (30) days before releasing the Deposit. If Escrow Agent has not

received notice of objection to release of the Deposit prior to the expiration of the thirty

(30) day period, the Deposit shall be released and the Escrow Agent shall provide further

written notice to the Local Sponsor and ODA of the release. If an objection is received

within the thirty (30) day period, Escrow Agent shall continue to hold the Deposit until

otherwise directed by the Local Sponsor and ODA pursuant to paragraph 2.4 above.

2.6

The closing shall occur within ninety (90) days after receipt of the Deposit by the Escrow

Agent.

2.7

Local Sponsor may, from time to time as it deems appropriate, communicate specific

instructions and requests to the Escrow Agent concerning the performance of the work

described in this Agreement. Upon such notice, the Escrow Agent shall comply with

such instructions and fulfill such requests to the satisfaction of Local Sponsor. It is

expressly understood by the parties that these instructions and requests are for the sole

purpose of performing the specific tasks requested to ensure satisfactory completion of

the work described in this Agreement. The Escrow Agent shall retain responsibility for

the management of the work, including the exclusive right to control or direct the manner

or means by which the work described herein is performed. Local Sponsor retains the

SAMPLE ESCROW AGREEMENT

right to ensure that the work of the Escrow Agent is in conformity with the terms and

conditions of the Agreement.

III.

TIME OF PERFORMANCE

3.1

The services described in the Scope of Work above (“Services”) shall be commenced on

Comment [BA3]: Begin date: Should be

<<Begin Date>>

and concluded on

<<End

Date>>.

whenever you entered into a contract or agreement

with the escrow agent for their services.

This Agreement shall remain in effect until the work described is completed to

Comment [BA4]: End date: This date should be

the satisfaction of the Local Sponsor and until Escrow Agent is paid in

late enough to allow completion of closing and

accordance with Article IV, Compensation, or until terminated as provided in

recording, but cannot go past the date in 3.1(b)

Article VI, Termination of Escrow Agent’s Services, whichever is sooner.

below.

As the current General Assembly cannot commit a future General Assembly to

expenditure, this Agreement shall expire no later than June 30, 2017.

It is expressly agreed by the parties that none of the rights, duties, and obligations

herein shall be binding on either party if award of this Agreement would be

contrary to the terms of Ohio Revised Code (“ORC”) § 3517.13, ORC § 127.16,

or ORC § 102.

IV.

COMPENSATION

4.1

The Local Sponsor shall pay Escrow Agent for services rendered no more than

Comment [BA5]: A dollar figure must be

_______________________________ and 00/100 Dollars

($__________________).

inserted. It should be enough to cover the

Escrow Agent shall be paid at the closing out of the proceeds paid by the Local Sponsor

title/escrow/recording costs.

to the grantor of the agricultural easement. In the event that the closing does not take

place after the Escrow Agent has completed the services, the Local Sponsor shall pay the

Escrow Agent directly.

4.2

Escrow Agent shall not be reimbursed for travel, lodging or any other expenses incurred

in the performance of this Agreement.

4.3

Escrow Agent shall submit an invoice for the services performed at least thirty (30) days

prior to closing consistent with this Article IV, Compensation. The invoice shall contain

a description of the services performed and the sum due at that time pursuant to this

Agreement.

CERTIFICATION OF FUNDS

5.1

It is expressly understood and agreed by the parties that none of the rights, duties, and

obligations described in this Agreement shall be binding on either party until all

applicable statutory provisions of the ORC, including but not limited to § 126.07, have

been complied with, and until such time as all necessary funds are available, encumbered

and forthcoming from the appropriate state agencies or responsible third party entities,

and, when required, such expenditure of funds is approved by the Controlling Board of

the State of Ohio.

SAMPLE ESCROW AGREEMENT

VI.

TERMINATION OF ESCROW AGENT’S SERVICES

6.1

The Local Sponsor may, at any time prior to the completion of services by the Escrow

Agent under this Agreement, terminate this Agreement with or without cause by giving

written notice to the Escrow Agent.

6.2

Upon notice of termination, Escrow Agent shall cease all work on the terminated

activities under this Agreement, terminate all subcontracts relating to the terminated

activities, take all necessary steps to limit disbursements and minimize costs, and if

requested by the Local Sponsor, furnish a report, as of the date of receipt of notice of

termination, describing the status of all work under this Agreement, including, without

limitation, results, conclusions resulting therefrom, and any other matters the Local

Sponsor requires.

6.3

Escrow Agent shall be paid for services rendered up to the date the Escrow Agent

received notice of termination, less any payments previously made, provided Escrow

Agent has supported such payments with detailed factual data containing services

performed and hours worked. In the event of termination, any payments made by the

Local Sponsor for which Escrow Agent has not rendered services shall be refunded.

6.4

In the event this Agreement is terminated prior to its completion, Escrow Agent, upon

payment as specified, shall deliver to Local Sponsor all work products and documents

which have been prepared by Escrow Agent in the course of providing services under this

Agreement. All such materials shall become and remain the property of the Local

Sponsor, to be used in such manner and for such purpose as the Local Sponsor may

choose.

6.5

Escrow Agent agrees to waive any right to, and shall make no claim for, additional

compensation against the Local Sponsor by reason of such termination.

VII. RELATIONSHIP OF PARTIES

7.1

The Local Sponsor and Escrow Agent agree that Escrow Agent shall be engaged by the

Local Sponsor solely on an independent Escrow Agent basis, and Escrow Agent shall

therefore be responsible for all of its own business expenses, including, but not limited to,

computers, phone service and office space. Escrow Agent will also be responsible for all

licenses, permits, employees’ wages and salaries, insurance of every type and description,

and all business and personal taxes, including income and Social Security taxes and

contributions for Workers’ Compensation and Unemployment Compensation coverage, if

any.

7.2

While Escrow Agent shall be required to render services described hereunder for the

Local Sponsor during the term of this Agreement, nothing herein shall be construed to

imply, by reason of Escrow Agent’s engagement hereunder as an independent Escrow

Agent, that the Local Sponsor shall have or may exercise any right of control over

Escrow Agent with regard to the manner or method of Escrow Agent’s performance of

services hereunder.

SAMPLE ESCROW AGREEMENT

7.3

Except as expressly provided herein, neither party shall have the right to bind or obligate

the other party in any manner without the other party’s prior written consent.

7.4

It is fully understood and agreed that the Escrow Agent is an independent contractor and

is not an agent, servant or employee of the Local Sponsor or the State of Ohio.

VIII.

RELATED AGREEMENTS

8.1

The work contemplated in this Agreement is to be performed by Escrow Agent, who may

subcontract without the Local Sponsor’s approval for the purchase of articles, supplies,

components, or special mechanical services that do not involve the type of work or

services described in the Scope of Work but which are required for its satisfactory

completion. Escrow Agent shall not enter into other subcontracts related to the work

described in this Agreement without prior written approval by the Local Sponsor. All

work subcontracted shall be at Escrow Agent’s expense.

8.2

Escrow Agent shall bind its subcontractors to the terms of this Agreement, so far as

applicable to the work of the subcontractor, and shall not agree to any provision which

seeks to bind the Local Sponsor to terms inconsistent with, or at variance from, this

Agreement.

8.3

Escrow Agent warrants that it has not entered into, nor shall it enter into, other

agreements, without prior written approval of the Local Sponsor, to perform substantially

identical work such that the product contemplated hereunder duplicates the work called

for by the other agreements.

8.4

Escrow Agent shall furnish to the Local Sponsor a list of all subcontractors, their

addresses, tax identification numbers, and the dollar amount of each subcontract.

IX.

CONFLICTS OF INTEREST AND ETHICS COMPLIANCE

9.1

No personnel of Escrow Agent or member of the governing body of any locality or other

public official or employee of any such locality in which, or relating to which, the work

under this Agreement is being carried out, and who exercise any functions or

responsibilities in connection with the review or approval of this Agreement or carrying

out of any such work, shall, prior to the completion of said work, voluntarily acquire any

personal interest, direct or indirect, which is in compatible or in conflict with the

discharge and fulfillment of his or her functions and responsibilities with respect to the

carrying out of said work.

9.2

Any such person who acquires an incompatible or conflicting personal interest, on or

after the effective date of this Agreement, or who involuntarily acquires any such

incompatible or conflicting personal interest, shall immediately disclose his or her

interest to the Local Sponsor in writing. Thereafter, he or she shall not participate in any

action affecting the work under this Agreement, unless the Local Sponsor shall determine

in its sole discretion that, in the light of the personal interest disclosed, his or her

participation in any such action would not be contrary to the public interest.

Sample "Escrow Agreement" - Ohio

Download Sample "Escrow Agreement" - Ohio

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