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ESCROW AGREEMENT (2)ESCROW AGREEMENT THIS ESCROW AGREEMENT ( "Escrow Agreement ") is made and entered into on June , 2014, by and among the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida ( "Agency "), PROSPECT PARK DEVELOPMENT, LLC, a Florida limited liability company ( "Developer "), and FLETCHER & FISCHER, P.L. ( "Escrow Agent "). WITNESSETH: WHEREAS, pursuant to its Request for Proposals, dated February 19, 2013, the Agency has tentatively accepted the proposal of Developer in response thereto, subject to negotiation of a definitive Development and Purchase and Sale Agreement with Developer ( "Agreement ") setting forth the terms and conditions by which Developer may develop and purchase from Agency the real property more particularly described on Exhibit "A" attached hereto and incorporated herein ( "Property "); WHEREAS, Developer has agreed to deposit the sum of two hundred fifty thousand and 00/100 Dollars ($250,000.00) (the "Escrowed Funds ") in escrow with the Escrow Agent as security for Developer's good faith negotiation of the Agreement and which shall become the security deposit required under the terms of the Agreement should the Agreement be executed; WHEREAS, Escrow Agent is an Attorney at Law in the State of Florida, is independent of Developer and is duly qualified to act as escrow agent; WHEREAS, the parties have requested that the Escrow Agent act as escrow agent in accordance with the terms of this Escrow Agreement and Escrow Agent has agreed to do so. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The above recitals are true and correct and are incorporated herein by reference. 2. Deposit of Funds. Simultaneously with the execution of this Escrow Agreement, Developer has delivered one hundred and twenty -five thousand dollars ($125,000.00) to the Escrow Agent and it is anticipated that the balance of the security deposit will be delivered to the Escrow Agent in accordance with the terms of the Agreement. Escrow Agent hereby acknowledges receipt of the Escrowed Funds and agrees to hold same in escrow for the parties under the terms of this Escrow Agreement. All funds held in escrow shall be placed in an interest - bearing account, with interest accruing to the benefit of Developer. The Escrowed Funds shall be applied to the purchase price of the Property as set forth in the Agreement ( "Purchase Price ") at closing, unless Developer is in default under the Agreement, in which event the interest shall be paid to the Agency, or unless this Escrow Agreement is terminated pursuant to Section 3(d) hereof. follows: 3. Disbursement of Funds from Escrow. The Escrowed Funds shall be disbursed as (a) Unless otherwise disbursed as provided herein, the Escrowed Funds and shall be paid to Agency at closing and shall be credited to the Purchase Price. (b) In the event the parties enter into the Agreement and either party is in default under the terms of the Agreement, within fifteen (15) days after receipt of notice of such default given by the non - defaulting party to Escrow Agent with copies to all parties set forth in Section 7 hereof, expiration of all notice and cure periods set forth in the Agreement and receipt of all wiring instructions or other documentation necessary to deliver the Escrow Funds, Escrow Agent shall promptly deliver the Escrowed Funds, and all accrued interest thereon, to the party entitled to the Deposit in accordance with the terms of the Agreement. (c) If a conflict shall have arisen as to the default described in subparagraph (b) above, upon receipt by the Escrow Agent of (i) joint written instructions signed by Developer and by the Agency directing payment of all or a portion of the Escrowed Funds, or (ii) a final judgment or order of a court of competent jurisdiction directing the payment of all or a portion of the Escrowed Funds held hereunder, the Escrow Agent shall promptly deliver to the person or persons specified, out of the escrow created hereunder and in the manner specified in the instructions, judgment or order, the amount or amounts of Escrowed Funds specified in such instructions, judgment or order, and the Escrow Agent shall thereupon be relieved and discharged from any responsibility or obligation with respect to such amount or amounts of the Escrowed Funds delivered in accordance with this Agreement. (d) Notwithstanding the provisions of subparagraph (c) above, in the event a dispute should arise regarding the Escrowed Funds, the Escrow Agent shall have the right, in its sole discretion, to deposit with the registry of any State court located in the Pinellas County, Florida, the amount remaining in escrow. In such a case, the Escrow Agent shall implead Developer and the Agency in any such action filed with the court. 4. (a) Except as set forth in this Escrow Agreement or as may be agreed to in writing by Developer, Agency and Escrow Agent, Escrow Agent shall have no obligation to take any action or perform any act other than to receive and hold the Escrowed Funds and to disburse same in accordance with the terms and conditions of this Escrow Agreement. (b) Escrow Agent agrees to perform the duties herein required of it to the best of its ability and in such manner that the interests of Developer and Agency may be adequately and effectively protected. Escrow Agent shall not be answerable, liable or accountable except for its own bad faith, willful misconduct or negligence. (c) Escrow Agent shall not be under any obligation to take any action toward the execution or enforcement of the rights or interests of Developer or Agency under the Agreement, whether on its own motion or on the request of any other person or entity, whether or not a party hereto. Escrow Agent is authorized to act on any document believed by it in good faith to be genuine and to be executed by the proper party or parties, and will incur no liability by so acting. Agency and Developer agree to indemnify and hold harmless Escrow Agent from any and all claims, actions, damages, demands and judgments from or to Agency, Developer, or third parties, arising out of any act or omission of Agency or Developer and not caused by bad faith, willful misconduct or negligence of Escrow Agent. (d) Escrow Agent shall be obligated to perform only such duties as are herein set forth, and no implied duties or obligations shall be read into this Escrow Agreement. (e) Should Escrow Agent receive or become aware of conflicting demands or claims with respect to this Escrow Agreement, the Escrowed Funds or the rights of any party hereto, Escrow Agent shall be entitled to refuse to comply with any such demand or claim, and in the event of such demand or claim, Escrow Agent shall deliver the Escrowed Funds to the registry of the appropriate court, whereupon Escrow Agent shall be relieved of any further duties or obligations hereunder. 5. This Escrow Agreement is to be performed in the State of Florida and shall be governed by and construed in accordance with the laws of the State of Florida. 6. This Escrow Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, provided that Escrow Agent shall not assign its rights, duties or obligations hereunder in whole or in part without the prior written consent of the Agency and Developer, and any such assignment without said consent shall be void. 7. All notices hereunder shall be deemed delivered (a) on the date of delivery, if hand delivered, (b) three (3) days after deposit, if sent by United States registered or certified mail, postage prepaid, addressed to the parties at the respective addresses shown below, (c) on the date of dispatch, if sent by Federal Express, UPS or other over -night courier, or (d) on the date of transmission if sent by fax, but only if a notice by fax is accompanied by another method permitted hereunder; in any event in accordance with the address set forth below, provided, however, the parties may, by like notice, designate any further or different addresses to which subsequent notices shall be sent: To Escrow Agent: Fletcher & Fischer, P.L. Attn: Leigh K. Fletcher, Esquire 801 E. Kennedy Blvd., Suite 802 Tampa, FL 33602 Fax: 727 - 898 -2838 To Agency: Community Redevelopment Agency of the City of Clearwater Attn: Rod Irwin 112 South Osceola Avenue Clearwater, Florida 33756 Fax: (727) 562 -4052 With copy to: Pamela K. Akin, Esquire City of Clearwater 112 South Osceola Avenue Clearwater, Florida 33756 Fax: (727) 562 -4021 To Developer: Prospect Park Development, LLC Attention: Frank Tetel, Vice President 477 Commerce Way Suite 115 Longwood, Florida 32750 Fax: (407) 926 -0815 With copy to: With Copy to: Leigh Kellett Fletcher, Esquire Fletcher & Fischer, P.L. 501 E. Kennedy Blvd. Suite 802 Tampa, FL 33602 Fax: (813) 898 -2838 Forge Development Group, LLC 102 West Whiting Street Suite 600 Tampa, Florida 33602 Attention: Robert Moreya and Peter H. Collins 8. If any clause, provision or section of this Escrow Agreement shall be ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or unenforceability or such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof. 9. This Escrow Agreement contains all of the escrow instructions to Escrow Agent and shall not be modified or supplemented without the written approval of Agency, Developer and Escrow Agent. 10. All personal pronouns used in this Escrow Agreement whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. 11. Developer and Agency hereby authorize, direct and request Escrow Agent to invest and reinvest the Escrowed Funds in such savings accounts, certificates of deposit, repurchase obligations, money- market funds or such other forms of investments as the Escrow Agent may determine in its sole discretion. 12. This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of such counterparts shall constitute one and the same agreement. 13. Time is of the Essence of this Escrow Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, Developer, Agency and Escrow Agent acting by and through their respective duly authorized and empowered officers and representatives, have executed and sealed this Escrow Agreement the day and year first written. Approved as to firm: Attest: AGENCY: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: -- (?.Oft 1Cft'` o5 Chairperson Pamela K. Agin s -marie Call Attorney for ¶YCity Clerk Community Redevelopment Agency DEVELOPER: PROSPECT PARK DEVELOPMENT, LLC a Florida limited liability company By: FDG — Prospect Park Development, LLC a Florida limited liability company its Operating Manager By: Name: Its: P r /I. [0llii 821 drd ((1/ ESCROW AGENT: Fie I-61-ter Ft-5cIti r By: G`-- �5��/U_ EXHIBIT A BEGINNING AT THE SOUTHEAST CORNER OF LOT 11, BLOCK 2, MAGNOLIA PARK SUBDIVISION, AS RECORDED IN PLAT BOOK 3, PAGE 43 PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, SAID POINT ALSO BEING ON THE BOUNDARY LINE OF MEDITERRANEAN VILLAGE IN THE PARK SUBDIVISION AS RECORDED IN PLAT BOOK 125, PAGES 44 THROUGH 46, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, THENCE ALONG THE BOUNDARY LINE OF SAID MEDITERRANEAN VILLAGE IN THE PARK, THE FOLLOWING THREE COURSES: SOUTH 00 °02'16" WEST, 8.16 FEET; THENCE NORTH 89 °5T44" WEST, 21.42 FEET; THENCE SOUTH 00 °17'21" WEST, 52.12 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF PARK STREET; THENCE LEAVING THE SAID BOUNDARY LINE OF MEDITERRANEAN VILLAGE IN THE PARK AND ALONG THE SAID SOUTH RIGHT OF WAY LINE OF PARK STREET, SOUTH 89 °39'49" EAST 288.90 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF SOUTH MARTIN LUTHER KING, JR. AVENUE; THENCE LEAVING THE SAID SOUTH RIGHT OF WAY LINE OF PARK STREET AND ALONG THE SAID WEST RIGHT OF WAY LINE OF SOUTH MARTIN LUTHER KING, JR. AVENUE, SOUTH 00 °04'00" WEST 264.88 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF PIERCE STREET; THENCE LEAVING THE SAID WEST RIGHT OF WAY LINE OF SOUTH MARTIN LUTHER KING, JR. AVENUE AND ALONG THE SAID NORTH RIGHT OF WAY LINE OF PIERCE STREET AND THE EXTENSION THEREOF, NORTH 89 °39'04" WEST 386.83 FEET; THENCE LEAVING THE SAID EXTENSION OF THE NORTH RIGHT OF WAY LINE OF PIERCE STREET, NORTH 05 °34'56" WEST 61.39 FEET; THENCE NORTH 15 °56'32" WEST, 122.03 FEET; THENCE NORTH 29 °12'41" WEST, 115.70 FEET; THENCE NORTH 53 °04'15" WEST, 52.08 FEET; THENCE NORTH 89 °54'47" WEST, 252.52 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF SOUTH PROSPECT AVENUE; THENCE ALONG THE SAID EAST RIGHT OF WAY LINE OF SOUTH PROSPECT AVENUE, NORTH 00 °05'13" EAST, 251.17 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF CLEVELAND STREET, SAID POINT BEING THE NORTHWEST CORNER OF TRACT 2 OF SAID MEDITERRANEAN VILLAGE IN THE PARK; THENCE LEAVING THE SAID EAST RIGHT OF WAY LINE OF SOUTH PROSPECT AVENUE, ALONG THE SAID SOUTH RIGHT OF WAY LINE OF CLEVELAND STREET, SOUTH 89 °41'20" EAST, 647.02 FEET TO A POINT ON THE WEST LINE OF THE EAST 50 FEET OF BLOCK 5, MRS. SARAH MCMULLEN'S SUBDIVISION, AS RECORDED IN PLAT BOOK 1, PAGE 41, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE LEAVING THE SAID SOUTH RIGHT OF WAY LINE OF CLEVELAND STREET, ALONG THE SAID WEST BOUNDARY LINE OF THE EAST 50 FEET OF BLOCK 5, SOUTH 00 °03'59" WEST, 235.00 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF PARK STREET; THENCE LEAVING THE SAID WEST BOUNDARY LINE OF THE EAST 50 FEET OF BLOCK 5, ALONG THE SAID NORTH RIGHT OF WAY LINE OF PARK STREET, NORTH 89 °41'20" WEST, 137.10 FEET TO THE POINT OF BEGINNING. CONTAINING 279,998 SQUARE FEET (6.428 ACRES) MORE OR LESS.