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Escrow Agreement with 8701 Collins Development LLC 0201&/ ESCROW AGREEMENT This Escrow Agreement ("Agreement") is entered into thec2VW__ day of AJOII�t_, 2014 (the "Effective Date") by and between the CITY OF MIAMI BEACH, a Florida municipal corporation (the "City") and 8701 COLLINS DEVELOPMENT LLC, a Florida limited liability company ("8701"). RECITALS WHEREAS, pursuant to City Resolution No. 2014-28754 (the "Vacation Resolution"), the City approved the vacation of 87th Terrace, subject to and conditioned upon certain things as set forth therein; and WHEREAS, in connection with the Vacation Resolution the City and 8701 entered into a Development Agreement pertaining to the redevelopment of the hotel and property located at 8701 Collins Avenue, Miami Beach, Florida (the "Development Agreement"), located adjacent to 87th Terrace; and WHEREAS, the Development Agreement contemplates that 8701 shall deliver into escrow a perpetual easement agreement over a portion of 87th Terrace (the "Easement Agreement"), which Easement Agreement is to be held in escrow pending the satisfaction of certain things set forth in the Development Agreement and as described herein; and NOW, THEREFORE, in consideration of the mutual promises of the parties, together with other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is to appoint an escrow agent and specify the conditions under which the escrow agent will be instructed to release the Easement Agreement and Vacation Resolution. 2. Appointment of Escrow Agent. The parties appoint Squire Patton Boggs (US) LLP, 201 North Franklin Street, Suite 2100, Tampa, Florida 33602, as escrow agent under this Agreement ("Escrow Agent"). 3. Deposit of Easement Agreement. 8701 shall deposit the original, signed, Easement Agreement, with the Escrow Agent contemporaneously with the execution of this Agreement. If a subordination agreement is required by the Development Agreement, then such subordination agreement shall also be delivered to Escrow Agent together with the Easement Agreement and the term Easement Agreement as used herein shall be deemed to include such subordination agreement. 4. Deposit of Vacation Resolution. The City shall deposit a certified copy of the Vacation Resolution with the Escrow Agent contemporaneously with the execution of this Agreement. 5. Documentation to be Deposited with Escrow Agent. Upon the execution of this Agreement, the-parties will deliver this Agreement, fully executed, to the Escrow Agent. 291609/1/TAMPA The Escrow Agent will hold the Easement Agreement, the certified copy of the Vacation Resolution and this Agreement in its files until the terms and conditions of this Agreement are satisfied. The Escrow Agent's sole obligation under this Agreement shall be to hold the Easement Agreement and Vacation Resolution in safekeeping and record, or provide to the City for recording, in the public records or return the Easement Agreement and Vacation Resolution in the manner provided in this Agreement 6. Escrow Agent's Recording or Delivery of Easement Agreement. Upon such time as the following conditions are satisfied, the Escrow Agent shall be permitted to either record the Easement Agreement and Vacation Resolution in the public records of Miami-Dade County or provide the Easement Agreement to the City and Vacation Resolution to 8701, for recording. Said conditions are as follows: a. Written confirmation from the City that it has received $5,500,000 of the Voluntary Contribution (as such term is defined in the Development Agreement) then due from 8701; and b. Written confirmation from the City that there is no pending or uncured Event of Default under the Development Agreement by 8701. 7. Escrow Agent's Return of Easement Agreement and Vacation Resolution. In the event that the Development Agreement is terminated or expires prior to release of the Easement Agreement and Vacation Resolution from escrow, then Escrow Agent shall reasonably promptly return the Easement Agreement to 8701 and the Vacation Resolution to the City, or at the joint direction of the City and 8701, the Escrow Agent may destroy such documents, and upon such return or destruction this Agreement shall automatically terminate. 8. Escrow Agent Indemnification. Escrow Agent shall incur no liability whatsoever to either party in connection with its good faith performance under this Agreement. The parties jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its functions under this Agreement. Escrow Agent shall be liable only for loss or damage caused directly by its acts of intentional misconduct while performing as Escrow Agent under this Agreement. The parties acknowledge that the Escrow Agent assumes no responsibility whatsoever for delays in delivering or returning the documents as specified in paragraphs 6 and 7 of this Agreement due to delays beyond the reasonable control of the Escrow Agent. If Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, Escrow Agent may interplead the Easement Agreement and Vacation Resolution into the Circuit Court, whereupon after notifying all parties concerned with such action, all liability on the part of Escrow Agent shall terminate. The City (to the extent allowed by law) and 8701 agree to indemnify and hold Escrow Agent harmless from any costs or expenses, including, without limitation, reasonable attorney's fees, which may be occasioned by or arise out of claims resulting from its performance as Escrow Agent except for a default committed in bad faith. 9. Further Assurances. The parties agree to do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered all such further acts, assignments, - Page 2 of 6 - 291609/1/TAMPA documents, instruments, transfers and assurances as shall reasonably be requested of them in order to carry out and give effect to this Agreement. 10. Notices. All notices, demands and other communications under this Agreement shall be in writing, and delivered by overnight, prepaid delivery service via overnight carrier. In the alternative, notices may be delivered by telecopier, with confirmation of the original sent by U.S. mail. Notices shall be deemed to have been delivered on the date the party to be notified receives the notice if sent via overnight delivery services, and on the date of the facsimile if delivered via telecopier, with confirmation sent by U.S. mail. All notices shall be addressed to the parties at the following addresses, which may be changed only by written notice given to the other party: If to the City at: City of Miami Beach, City Hall 1700 Convention Center Drive- Miami Beach, Florida 33139 Attn: City Manager With a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: City Attorney With copies to: Squire Patton Boggs (US) LLP 201 N. Franklin Street, Suite 2100 Tampa, Florida 33602 Attn: Stacy H. Krumin, Esq. If to Owner at: 8701 Collins Development, LLC c/o Terra Group 2675 S. Bayshore Drive Miami, FL 33133 Attn: David Martin With a copy to: Jeffrey Bercow, Esq. Bercow Radell & Fernandez, P.A. 200 S. Biscayne Blvd. Suite 850 Miami, Florida 33131 Escrow Agent: Squire Patton Boggs (US) LLP 201 N. Franklin Street, Suite 2100 Tampa, Florida 33602 Attention: Stacy H. Krumin, Esq. Telephone: (813) 202-1300 Facsimile: (813) 202-1313 - Page 3of6 - 291609/1/TAMPA 11. General Provisions. a. Applicable Law; Jurisdiction. This Agreement will be governed by and construed under Florida law. The parties submit to the jurisdiction of any court having competent jurisdiction in Miami-Dade County, Florida, in the event of a dispute under this Agreement. b. Authority Representation. The parties represent and warrant that the individuals who have signed this Agreement on their behalf have full power and authority to sign for and bind the respective parties to this Agreement. C. Relationship Intent of the Parties. This Agreement is a contract for the mutual provision of an escrow agent and related services. This Agreement does not make either party the agent or legal representative of the other for any purpose whatsoever and does not grant either party any authority to assume or to create any obligation on behalf of or in the name of the other. Neither party owes the other any fiduciary obligation. Moreover, the parties do not intend to establish a partnership under federal, state, or local laws, either directly or indirectly, under this Agreement. Nothing in this Agreement is intended to create or shall create a partnership, joint venture, syndicate or other similar relationship among the parties hereto. d. Interpretive Provisions. This Agreement, including any exhibits, schedules, and appendices, contains the complete agreement of the parties, and supersedes any and all prior understandings, promises, representations and agreements, oral or written, with respect to the subject matter contained herein. The headings contained herein are for convenience only and shall not be considered in construing or interpreting any provision hereof. Words in the singular shall include the plural, and vice-versa, and words in the masculine shall include the feminine or neuter or both, and vice-versa, where the context so requires for a reasonable interpretation of this Agreement. If any provision is declared void or unenforceable by any court or other authority, all other provisions hereof shall remain in full force and effect. Delay, failure, or partial exercise by a party of any right or remedy under this Agreement will not constitute a waiver of any right or remedy. This Agreement shall not be interpreted or construed in favor of or against either party and neither party shall be deemed to be the draftsman. This Agreement shall inure to and be binding upon any subsidiary, affiliate, successor, or permitted assign of or to the business of such party; provided however, that this Agreement shall not be transferable or assignable by that party without the prior written consent of the other party. In the event of a conflict of terms between this Agreement and the Purchase Agreement, the terms of this Agreement shall prevail. e. Time of Performance. Time is of the essence in the performance of this Agreement. f. Counterparts; Copies. This Agreement may be executed by the parties in several counterparts which when taken together shall be deemed to be one original, and/or may be executed in multiple copies, each of which shall be deemed an original. All true and accurate copies of this fully executed Agreement shall be valid and binding - Page 4of6 - 291609/1/TAMPA evidence of the Agreement of the parties, whether the document and/or any or all of the signatures are reproductions of an original by photocopy, email or facsimile transmission, or other method commonly accepted as accurate. [remainder of this page intentionally left blank] - Page 5of6 - 291609/1/TAMPA IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above. CITY OF MIAMI BEACH, a Florida municipal corpora"o YV aft; / r te`l sol -ties iN" N IG�''t `'�•f Fity Clerk r; �• r '' -861 COLLINS DEVELOPMENT LLC, a � � - Delaware limited liability company B D vid rtin, a aging Member The above terms and conditions are accepted by the Escrow Agent: Squire Patton Boggs (US) LLP By: Stacy H. Krumin, Principal Date: APPROVED AS TO FORM & LANGUAGE &FO EX CUTION L City Attorney Dote - Page 6of6 - 291609/1/TAMPA 10