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Escrow Agreement ESCROW AGREEMENT The undersigned, MBCDC: The London LLC, a Florida limited liability company, whose sole manager and member is Miami Beach Community Development Corporation, Inc_., a Florida not- for-profit corporation, and whose address is 945 Pennsylvania Avenue, Miami Beach, Florida, 33139 ("Seller") and the City of Miami Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida, whose address is 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("Buyer" or the "City") (hereinafter, collectively, the "Parties") enter into the following Escrow Agreement with respect to the sale/purchase of the following described property: the certain real properties, located at 1965 and 1975 Washington Avenue, Miami Beach, Florida, known as The London House apartments, together with any and all easements, covenants, and other rights appurtenant to such parcels and owned by Seller (the "Property"). WHEREAS: Seller has previously received and/or been awarded public funding from the City pursuant to the following grant and/or funding agreements (collectively, the "City Funding Agreements") entered into for the purpose of purchasing and developing the Property as an affordable multi-family residential housing project (the "Restoration Project"): (i)the Neighborhood Stabilization Program with the City (the "NSP3"); and (ii) FY 2012-13 Community Development Block Grant with the City of Miami Beach (the "City Block Grant"); and WHEREAS: On March 6, 2014, the Parties executed a certain Real Estate Sales Agreement (the "Agreement") for the sale by Seller and the purchase by Buyer of the Property for a price and upon terms set forth in the Agreement; WHEREAS: Among the terms and conditions of the Agreement is the escrowing of funds as security for the promises and warranties of Buyer and Seller stated in Section 26 of the Agreement; and WHEREAS: City is willing to hold said funds in escrow upon the terms and conditions set forth in this Escrow Agreement; NOW THEREFORE, THE PARTIES HERETO, FOR MUTUAL COVENANTS EXCHANGED, DO HEREBY ESTABLISH THE FOLLOWING ESCROW TO IMPLEMENT SAID SECURITY ARRANGEMENTS: A. Escrow The Parties agree that, within five (5) days from the Closing Date, as defined in Section 7 of the Agreement, Seller shall provide City with supporting evidence ("Restoration Documentation")-of all sums which it has expended in connection with Seller's restoration and rehabilitation of the existing buildings on and improvements to the Property (prior to the Date of Termination, as defined in Section 10 of the Agreement), up to the Effective Date, as defined in Section 4 of the Agreement, for which Seller has not been paid and for which it seeks reimbursement from City ("Requests for Reimbursements"). Contemporaneously herewith, City has escrowed the sum of $100,000, which represents the sum to cover the Requests for Reimbursements ("Reimbursement Escrow"). City may hold the Reimbursement Escrow in any of its revenue accounts, and City shall not be required to segregate the Reimbursement Escrow. Within one 1 hundred twenty (120) days from the Closing Date ("Review Period"), City shall review the Requests for Reimbursements and, in its reasonable discretion, which will not be subject to review or challenge by Seller, determine which, if any, of the Requests for Reimbursements are expenses which can be reimbursed to Seller, under the appropriate U.S. HUD guidelines and under the appropriate City Funding Agreements governing the Restoration Project. At the end of the Review Period, City shall provide Seller with a written verification of the Requests for Reimbursements which have been approved, along with the corresponding reimbursement payment. B. Termination of Escrow The escrow created in this Escrow Agreement shall terminate at such time as Buyer has properly exercised his obligation hereunder. C. Buyer's Duties Buyer, in its capacity as escrow agent, shall not be held liable for any action taken or omitted under this Escrow Agreement. D. Indemnification Seller agrees to indemnify and hold Buyer, in its capacity as escrow agent, harmless from all losses, costs, damages, expenses, or claims, including attorney's fees, which Buyer may incur or sustain as a result of or arising out of this Escrow Agreement or Buyer's duties relating to this Escrow Agreement and will pay them on demand so long as the same does not arise as a result of Buyer's breach of a duty hereunder. Such indemnification shall survive termination of this agreement until extinguished by any applicable statute of limitations. E. Terms and Conditions of Sale This Escrow Agreement is not intended to modify the terms and conditions by which the Property will be sold, but is intended to merely provide security for the promises and warranties of the Parties under Section 26 of the Agreement. F. Execution of Supplementary Documents The Parties agree, upon the request of either party to this Escrow Agreement, to execute any agreements, documents, or instruments consistent with this Escrow Agreement which are necessary to consummate the transactions contemplated in this Escrow Agreement. G. Execution in Counterpart This Escrow Agreement may be executed in any number of counterparts, each of which shall be taken to be an original. H. Notice All written notices and demands provided under this Agreement shall be hand delivered or sent via certified or registered mail, return receipt requested, or by Federal Express or other air carrier service. All notices and demands shall be deemed properly addressed if addressed as follows and if mailed, shall be deemed given upon being deposited in the United States mail, postage prepaid: For the Seller: Denis A. Russ Acting Executive Director Miami Beach Community Development Corporation, Inc. 2 945 Pennsylvania Avenue Miami Beach, Florida 33139 With a copy to: Neisen Kasdin, Esq. Akerman LLP One Southeast Third Avenue, Suite 2500 Miami, Florida 33131 For the Buyer: Kathie Brooks Assistant City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: City Attorney City of Miami Beach 1700 Convention Center Drive, 4th Floor Miami Beach, Florida 33139 I. Modifications No modification of this Escrow Agreement shall be valid unless such modification is in writing and signed by all of the parties to this Escrow Agreement. J. Waiver No waiver of any provision of this Escrow Agreement shall be valid unless in writing and signed by the person or party against whom charged. K. Invalid Provision The invalidity or unenforceability of any particular provision of this Escrow Agreement shall not affect the other provisions of this Escrow Agreement, and this Escrow Agreement shall be construed as if such invalid or unenforceable provision was omitted. All parties hereto having participated actively in the negotiation and drafting of this Escrow Agreement, and each party having been represented by Counsel, the terms of this Escrow Agreement shall not be construed against, nor more favorably to, any party, regardless of their responsibility for its preparation. L. Assignment This Escrow Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, executors, administrators, successors and assigns. M. Entire Agreement This Escrow Agreement and any documents or instruments delivered pursuant to this Escrow Agreement constitute the entire agreement and understanding between the Parties and supersede any prior agreement and understanding relating to the subject matter of this Escrow Agreement. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 3 v IN WITNESS WHEREOF, the Parties have executed this Escrow Agreement on the dates set forth below. THE CITY OF MIAMI BEACH Attest: By: By: Jimmy Morals Rafaef Granado ...... City Man ger City Clerk �i .°•'°•°• '• STATE OF ORIDA INCORF ORA-TED= COUNTY OF MIAMI-DADS) C On March 1, 2014 before me, the undersigned Notary Public, in and for th � fc ai yy personally appeared Jimmy L. Morales, as the City Manager for the City oft Florida, and Rafael Granado, as the City Clerk of the City of Miami Beach, Florida, in the capacity aforestated. They are personally kno n to me or have produced a valid Florida driver's license as identification. &jaa44J \��� ��R1AM Mo�1F�io� •'.0MMISS/0•.�/L /Notary KU :�� ber �Ff;0 *:`�pgem rso 9 [Notary Public Seal] _ - m• My Commission Expires: =- # ��,oG;��ttuu •• �p\� . THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEF�' , a 1f0B0 ��\ APPROVED AS TO FORM& GUAGE &FOR UTION 31 " 0 csty t � Date 4 MBCDC: THE LONDON LLC, a Florida limited liability company Attest: By Miami Beach Community Development Corporation, Inc., a Florida not for profit corporation, its manager and sole member By: By: Ja Johnso De s A. Russ Chairman Assistant Secretary STATE OF FLORIDA) COUNTY OF MIAMI-DADE) On March _L3 , 2014 before me, the undersigned Notary Public, in and for the State aforesaid, personally appeared Jack Johnson, as Chairman of Miami Beach Community Development Corporation, Inc., a Florida not for profit corporation, and Denis A. Russ, as Assistant Secretary of Miami Beach Community Development Corporation, Inc., a Florida not for profit corporation, the manager and sole member of MBCDC: The London LLC, a Florida limited liability company, in the capacity aforestated. They are per;5a n wn to me or have produced a valid Florida driver's license as identification. l ,, 141. ;•t. JONATHAN D.BELOW ry Public * *= MY COMMISSION#EE 027570 o;: EXPIRES:January 19,2015 [Notary Public Seal] `•°,R��y4�� Bonded Thru Notary Public Underwriters My Commission Expire j. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 5