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
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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.
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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.
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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)
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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.
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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
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