ESCROW AGREEMENT WITH METRO DEVELOPMENT CORP. & BARNETT BANK
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ESCROW AGREEMENT
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(' THIS ESCROW AGRE~ENT, made and entered into this I' day of
~ . A.D. 19!i" by, between, and among the CITY OF CLEARWATER,
f1 ORID , a municipal corporation, hereinafter referred to as the "City"; METRO DEVELOP-
MENT CORPORATION, hereinafter referred to as the "Developer";.. and BARNETT BANKS
TRUST COMPANY, N.A., hereinafter referred to as "Independent Trustee";
WITNESSETH:
WHEREAS, the Ci1y and the Developer have entered into an agreement entitled
"First Amended and Restated Annexation Agreement", dated September 9, 1983, attached to
and made a part of Ordinance No. 3205-83, as amended by Ordinance No. 3287-83, a
Development Order governing Developer; and
WHEREAS, Article 4 of that agreement entitled "Parkland Dedication" provides for
the payment by the Developer the sum of $600,000 to an Independent Trustee designated by
the City with certain provisions for disbursing these funds; and
Banks Trust Company, N.A.
WHEREAS, all parties have mutually agreed that the Barnett /:BaD~~{}o:6{}aioeHa5C
~~~'~~~~shall serve in the capacity as Independent Trustee as described in Article 4;
NOW, THEREFORE, in consideration of the mutual promises and covenants of each
to the other contained in this Agreement, and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto covenant and agree as follows:
I. The Barnett Banks Trust Company, N.A., an Independent Trustee, agrees to
serve in accordance with Article 4 of the annexation agreement, a copy of
which is attached hereto and made a part hereof as if fully rewritten herein.
2. That the provisions of Article 4 shall constitute the entire agreement
between the parties as to control over and ultimate disposition of the
proceeds by the Trustee.
3. The Developer shall exercise its best efforts for a period of twelve (12)
months from the effective date of the Development Order, to locate and
acquire, upon terms mutually acceptable to the Developer and the City, a
recreation facility acceptable to the City in the City's sole discretion. In the
event that the Developer is successful in contracting for the acquisition of
such facility, then the City shall authorize the Trustee to disburse such
amount of funds held in trust as may be necessary to close the acquisition
contracted by the Developer for conveyance to the City. The balance of
funds then shall be paid over to the City at that time, and the trust
agreement will be terminated.
4. At any time prior to the Developer contracting for acquisition of such
facility, upon written notification by the City to the Developer and the
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Trustee, the City may cancel the trust arrangement and the Trustee shall
promptly pay the City the principal sum and accrued interest. In the event
that the Developer is not successful in contracting for the acquisition of an
acceptable recreation faci I ity within twelve (12) months, the sum of $600,000
plus interest shall be paid over by the Trustee to the City.
5. Prior to approval of the preliminary site plans for Phases II and III of Park
Place, the City agrees to prepare a report describing the recreation lands and
facilities or open space lands which have been acquired with the funds
provided by the Developer, as well as any unexpended balance of the funds or
interest that has accrued. In consideration of transportation needs in the
Project area, the City may elect to use any unexpended parkland monies to
support improvements to the transportation system provided that a minimum
of $240,000 (which equates to four per cent (4%) of the purchase price of the
Project Property) be expended for public park/open space purposes.
6. The $600,000 shall be invested by the Trustee as directed by the City.
7. The Independent Trustee is acting for and on behalf of the City and the
Developer and has no duty or Iiabi I ity other than as set forth in this Escrow
Agreement. The City will protect, save harmless, and
indemnify the Independent Trustee from any claim, expense, cost, or liability
arising out of the Trustee's acts in performing this Escrow Agreement.
8. The laws of the State of Florida shall govern the validity, interpretation,
construction and performance of this Agreement.
9. Any notice to City called for by this Agreement shall be in writing and shall
be directed to Daniel J. Deignan, C.P.A., Finance Director, P.O. Box 4748,
Clearwater, Florida 33518.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first above written.
Countersigned:
.~ .
. City Manager
Attest
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City Clerk
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WITNESSES
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As to Developer ~
fuL~t; /~/.MJ
X~ ([. Y.j,~L
As to Independent Trustee ' t1
President
Attest
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Secretary
(Corporate Seal)
DEVELOPER
BARNETT BANKS TRUST COMPANY,
N.A.
INDEPENDENT TRUSTEE
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