Escrow Agreement with 1698 Alton Road Ventures LLC and 1681 West Ventures LLC 2 oto-,2'J1 i
ESCROW AGREEMENT
This Escrow Agreement ("Agreement") is entered into the day of , 2017
(the "Effective Date") by and between the CITY OF MIAMI BEACH, a Florida municipal
corporation (the "City") and 1698 ALTON ROAD VENTURES LLC, a Florida limited liability
company, and 1681 WEST VENTURES LLC, a Florida limited liability company (together, the
"Developer").
RECITALS
WHEREAS, pursuant to City Resolution No. 2016-29489 (the "Vacation Resolution"),
the City approved the vacation of the north 100 feet of a 20 foot wide public right-of-way,
running parallel to Alton Road, between Alton Road and West Avenue, between 17th Street and
Lincoln Road (the "Alton Court Property") located between the properties located at 1698 Alton
Road and 1681 & 1683 West Avenue, Miami Beach, Florida, for the entire 20 foot width thereof,
subject to and conditioned upon certain things as set forth therein; and
WHEREAS, in connection with the Vacation Resolution, the City and Developer entered
into a Development Agreement pertaining to the development of the mixed-use project located at
1698 Alton Road and 1681 & 1683 West Avenue, Miami Beach, Florida (the "Development
Agreement"); and
WHEREAS, the Development Agreement contemplates that the City shall deliver into
escrow the Vacation Resolution and certain related documents, which are 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. Definitions. All capitalized terms used but not otherwise defined herein shall
have the meaning ascribed thereto in the Development Agreement.
2. 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
Closing Documents (as defined below).
3. 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").
4. Deposit of Closing Documents.
a. At or before Closing, the City shall deposit the following, executed
original documents with the Escrow Agent:
(i) A certified copy of the Vacation Resolution;
010-8273-7575/5/AMERICAS
(ii) The Deed;
(iii) The Declaration of Restrictive Covenants;
(iv) The Closing Statement; and
(v) Further reasonable documents required by Developer's title
insurance company and lender regarding Developer's ownership interest in the Alton Court
Property (collectively, the "City's Closing Documents").
b. At or before Closing, the Developer shall deposit the following documents
with the Escrow Agent:
(i) The Declaration of Restrictive Covenants; and
(ii) The Closing Statement (collectively, and together with the City's
Closing Documents, the "Closing Documents").
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.
The Escrow Agent will hold the Closing Documents and this Agreement in its files until the
terms and conditions of this Agreement are satisfied. The Escrow Agents sole obligation under
this Agreement shall be to hold the Closing Documents in safekeeping and record, or provide to
Developer for recording, in the public records or return the Closing Documents in the manner
provided in this Agreement.
6. Escrow Agent's Recording or Delivery of Vacation Resolution. Upon such
time as the following conditions are satisfied, the Escrow Agent shall be permitted to either
record the Vacation Resolution, the Deed and the Declaration of Restrictive Covenants in the
public records of Miami-Dade County or provide such documents to Developer, for recording.
Said conditions are as follows:
a. Written confirmation from the City that it has received the $665,000
Voluntary Contribution from Developer;
b. Written confirmation from the City that it has received $10,500 to
reimburse the City for the cost of the appraisal report of the Alton Court Property;
c. The City's issuance of a vertical/shell building permit for the Project; and
d. Written confirmation from the City that there is no pending or uncured
Event of Default under the Development Agreement by Developer.
7. Escrow Agent's Return of Vacation Resolution. In the event that the
Development Agreement is terminated or expires prior to release of the Closing Documents from
escrow, then Escrow Agent shall reasonably promptly return the Closing Documents to the City,
or at the joint direction of the City and Developer, the Escrow Agent may destroy such
documents, and upon such return or destruction this Agreement shall automatically terminate.
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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 5 and 6 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
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 Developer 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,
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.
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If to Developer at: 1681 West Ventures
c/o Turnberry Associates
19501 Biscayne Blvd Suite 400
Aventura, FL 33180
Attn: Rock Soffer
With a copy to: Mickey Marrero, 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
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
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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 Development 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
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]
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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_' -
f f j.
APPROVED AS TO ,
FORM & LANGUAGE By: , s .,
& FOR EXECUTION Name:
ItgAity Attorney 10' D•'� r, Attest:
'• � Cit Clerk
-47
a4 e`cORa\�D�AiED
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4 . ` Qj 1698 ALTON ROAD VENTURES LLC, a
'/-1:6;"-• 6 - Florida limited liability company
may.
By: 1681 VENTURES, LLC, a Florida
limited liability company, its Sole
Member and Manager
By:
Rock Soffer, Administrative Manager
Date of Execution: , 2017
1681 WEST VENTURES LLC, a Florida
limited liability company
By: 1681 VENTURES, LLC, a Florida
limited liability company, its Sole
Member and Manager
By:
Rock Soffer, Administrative Manager
Date of Execution: , 2017
Signature Page to Escrow Agreement
The above terms and conditions are accepted by the Escrow Agent:
Squire Patton Boggs (US) LLP
By:
Stacy H. Krumin, Partner
Date:
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