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Home My WebLink AboutRES.817.04-05-1993 ! BILL NO. 93-77 RESOLUTION NO. �� A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN ESCROW AGREEMENT WITH AMOCO OIL COMPANY AND BOATMEN'S NATIONAL BANK OF CAPE GIRARDEAU FOR THE CAPE GIRARDEAU-JACKSON METROPOLITAN AREA FLOOD CONTROL PROJECT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: ARTICLE 1. The City Manager, for and on behalf of the City of Cape Girardeau, Missouri, is hereby authorized to execute an Escrow Agreement with Amoco Oil Company and Boatmen's National Bank of Cape Girardeau for the Cape Girardeau-Jackson Metropolitan Area Flood Control Project. A copy of said Agreement is attached to this Resolution and made a part hereof. � PASSED AND ADOPTED THIS � ��( DAY OF �tP2C.'-' , 19 �,�% L„�- _ , y / F`rancis E. Rhodes, Mayor ATTEST: �`'� i; " � `��f'c�" � .�`�7d��/1�.�' Gayl� L. Conrad, Deputy City Clerk ESCROW AGREEMENT AMOCO OIL COMPANY FUND THIS AGREEMENT, made and entered into this day of , 1993 , by and between the City of Cape Girardeau, Missouri (hereinafter referred to as the "City") , Amoco Oil Company (hereinafter referred to as "Amoco") , and the Boatmen's National Bank of Cape Girardeau (hereinafter referred to as the "Bank") , WITNESSETH THAT: WHEREAS, on April 5, 1993 , the City and Amoco entered into an agreement (hereinafter referred to as "Amoco Sale Agreement) whereby Amoco is willing to convey to the City, and the City is willing to purchase from Amoco, Fee and Easement Portions of property that Amoco is or was the fee owner of, the total consideration and payment being $125, 000. 00; and, WHEREAS, on April 5, 1993 , the City, Amoco, and the U.S. Department of the Army (hereinafter referred to as the "Government") entered into a Memorandum of Agreement to provide for the removal of soil and groundwater that contained petroleum contaminates and the construction of channel improvements to the Walker Branch #1 portion of the Cape Girardeau - Jackson Metropolitan Area Missouri Flood Control Project (hereinafter referred to as "the Project") ; and, WHEREAS, pursuant to the Memorandum of Agreement, Amoco is required to pay into an appropriate escrow account established by the City, prior to the advertisement of the Project by the Government, advance payments calculated in accordance with said agreement; and, WHEREAS, the City and Amoco have agreed that $125, 000. 00, which is the full consideration and payment for the Fee and Easement Portions of property, shall be deposited by the City into an escrow account and held therein until Amoco withdraws the funds in accordance with the Memorandum of Agreement; and, WHEREAS, Amoco will prepare and deliver to the escrow agent a special warranty deed to the City for the Fee Portion of the property Amoco will transfer to City; and, WHEREAS, the Bank has agreed to serve as depository for the escrow account and accept appointment as escrow agent; NOW, THEREFORE, the parties do hereby agree as follows: 1. The Bank is hereby appointed as the escrow agent for Amoco and is designated the depository for the monies delivered by the City pursuant to the aforementioned Amoco Sale Agreement. The Bank shall establish an "Amoco Oil Company Fund" (hereinafter 1 referred to as the "Escrow Account") into which shall be deposited the funds delivered by the City pursuant to the Amoco Sale Agreement. 2 . The funds held in the Escrow Account shall earn interest at a rate as the Bank and Amoco may mutually agree. To the extent Amoco authorizes the Bank to invest the funds in any instrument other than an interest-bearing account, savings certificate, or certificate of the deposit of the Bank itself, such investment shall be only in direct obligations of the Government of the United States of America or in obligations of agencies or insurers that are guaranteed by the Government of the United States of America. Any instrument must be subj ect to redemption on or prior to the dates the funds will be needed by the City. Interest on the funds deposited shall accrue and belong to Amoco, and shall be payable to Amoco as the Bank and Amoco may agree. 3 . Amoco, acting pursuant to the terms of the Memorandum of Agreement, shall have the sole and unrestricted right to draw upon all or any part of the funds deposited in the Escrow Account. A written demand for withdrawal shall be made to the Bank by, Amoco, with a copy of said demand provided to the City. Within one (1) day of receipt of the demand, the Bank shall pay to Amoco the amount requested to the extent such amount does not exceed the balance available in the Escrow Account. All payments shall be either in the form of bank drafts payable to "Amoco Oil Company" or be made as Amoco directs, and shall be mailed or otherwise delivered to Amoco as specified below in paragraph 8 . 4 . Upon receipt of signed certification by the City and Amoco that the construction on the Fee Portion is complete and that no further demand for payment of money will be made, the Bank shall complete a final accounting of other obligations required under this Agreement, and pay over any remaining balance to Amoco. The Bank shall simultaneously deliver to the City the special warranty deed for the Fee Portion and the City shall have the same recorded and shall deliver a copy of the recorded document to Amoco. 5. The fee to be paid to the Bank for services provided hereunder shall be as the Bank and Amoco may mutually agree. Any fee paid to the Bank shall be the sole responsibility of Amoco. In the event Amoco fails to make payment to the Bank for its services, all claims for such payment shall be made directly against Amoco. The City shall not be responsible for any costs attributable to the establishment, maintenance, administration, or any other aspect of the Escrow Account. 6. Account statements shall be rendered by the Bank to the City and Amoco once monthly, and shall show deposits, disbursements, and balances, and dates thereof. Upon receipt by the Bank of the certification specified in paragraph 4 above, the Bank shall prepare a final accounting showing all transactions 2 relating to the Escrow Account and provide said account to Amoco and the City at the addresses shown in paragraph 8 . 7 . It is understood and agreed that the Bank shall not be liable or responsible to ascertain the terms or conditions of any provision of the aforementioned Memorandum of Agreement. It is further understood and agreed that if any controversy arises between the City or Amoco, or with any other party with respect to the subject matter of this Agreement, the Bank is authorized, unless precluded by order of a court of competent jurisdiction, to disburse monies to Amoco in accordance with the terms of this Agreement. 8 . All notices, requires, demands, and other communications required or permitted to be given under this Agreement shall be deemed to have been duly given if in writing and delivered personally, given by prepaid telegram, or mailed by first-class (postage-prepaid) , registered, or certified mail, return receipt requested, as follows: If to the City: Mr. J. Ronald Fischer, City Manager 401 Independence Cape Girardeau, MO 63701 If to Amoco: Mr. Keith Cowan Amoco oil Company 2730 N. Ballas Road St. Louis, MO 63131 with copy furnished to: Ms. Barbara Herbert Real Estate Attorney Mail Code 1408-B 200 East Randolph Drive Chicago, IL 60601-7125 If to the Bank: Boatmen's National Bank of Cape Girardeau Attn: Mr. Larry Essner 2001 William Street P.O. Box 220 Cape Girardeau, MO 63702-0220 3 9 . Nothing in this Agreement shall be considered as vesting title in the Bank to the amount deposited, except as Trustee for Amoco and the City for the purposes set forth herein. Title to said funds shall not vest Amoco until payment to Amoco is made as provided herein. 10. This Agreement shall take effect upon the initial deposit of funds into the Escrow Account by the City and shall continue in full force until the certification specified in paragraph 4 hereof is received by the Bank and the balance remaining is returned to Amoco, and the special warranty deed delivered to the City, unless earlier terminated by the written mutual agreement of Amoco and the City. 11. This Agreement may not be amended, except by written modification signed by the parties hereto. IN WITNESS WHEREOF, the City, Amoco, and the Bank have executed this Agreement on the date first above written. The City ATTEST: gy; Gayle Conrad J. Ronald Fischer Deputy City Clerk City Manager Amoco Oil Company ATTEST: gy; The Bank ATTEST: gy; 4