Sample Escrow Agreement

ADVERTISEMENT
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
I.
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
I.
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.
a.
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.
b.
As the current General Assembly cannot commit a future General Assembly to
expenditure, this Agreement shall expire no later than June 30, 2017.
c.
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.
V.
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.

Download Sample Escrow Agreement

406 times
Rate
4.3(4.3 / 5) 28 votes
ADVERTISEMENT