ESCROW AGREEMENT (3)ESCROW AGREEMENT
THIS ESCROW AGREEMENT ( "Escrow Agreement ") is made and entered into on
August , 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
(the "Agency "), and FLETCHER & FISCHER, P.L. (the "Escrow Agent ").
WITNESSETH:
WHEREAS, Agency has entered into an Agreement for Development and Purchase and
Sale of Property dated June 7, 2014 ( "Agreement ") conveying real property (the "Transaction "),
and particularly described on Exhibit "A" attached hereto and incorporated herein ( "Property ").
In connection with such conveyance, the Agency will receive sale proceeds upon closing of the
Transaction.
WHEREAS, pursuant to the disposition of real property instruction letter dated June 3,
2014 from the U.S. Department of Housing and Urban Development ( "HUD "), Agency has
agreed to deposit the sum of Three Hundred One Thousand Three Hundred Three and 00/100
dollars ($301,303.00) (the "Escrowed Funds ") in an escrow account with the Escrow Agent a
portion of which sum is due to be reimbursed to HUD in connection with the FY2000 Economic
Development Grant Initiative, Special Project Grant B- 00- SP- FL -0088D ( "Grant ");
WHEREAS, Escrow Agent is an Attorney at Law in the State of Florida, and is duly
qualified to act as escrow agent;
WHEREAS, the Agency has 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. Upon closing of the Transaction and with the execution of this
Escrow Agreement, Agency shall deliver the Escrowed Funds to the Escrow Agent. Escrow
Agent agrees to hold same in an escrow account for the Agency 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 the Agency (the "Escrow Account ").
3. Disbursement of Funds from Escrow. The Escrowed Funds shall be disbursed as
follows:
Within 30 days of closing Agency shall deliver to HUD a final statement of costs and expenses
associated with the Property and a calculation of the Agency's proposed reimbursement to HUD
together with a request for a final determination by HUD of the amount due to HUD under the
Grant.
(a) Upon receipt of a final determination by HUD of the amount due pursuant to
applicable federal regulations, Escrow Agent shall distribute to HUD pursuant to the wiring
[GM14- 9216D- 022/154585/1 ]
instructions attached as Exhibit "B" the amount of the escrowed funds HUD specifies as due for
reimbursement. If any funds remain in escrow after the payment to HUD, such funds shall be
remitted to the Agency.
(b) If any conflict shall arise as to the amount due to HUD, upon receipt by the
Escrow Agent of 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 Account created hereunder and in the
manner specified in the judgment or order, the amount or amounts of Escrowed Funds specified in
such 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.
(c) Notwithstanding the provisions of subparagraph (b) 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 HUD and the
Agency in any such action filed with the court.
(d) Agency shall be responsible for all bank fees and wire charges incurred by
escrow agent incurred in connection with carrying out its date pursuant to the terms of this
Agreement. If funds are not disbursed to HUD within twelve (12) months of the date of deposit into
the Escrow Account, Escrow Agent may assess an annual administrative fee equal to 1% of the
balance of the Escrow Account on the first day of the thirteenth (13th) month in which the Escrowed
Funds are held in escrow for long term escrow management and may thereafter assess such fee
annually until such time as the Escrow Funds are disbursed as provided for herein.
4. (a) Except as set forth in this Escrow Agreement or as may be agreed to in
writing by 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 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 Agency under the Grant, 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
agrees to indemnify and hold harmless Escrow Agent from any and all claims, actions,
damages, demands and judgments from or to Agency or third parties, arising out of any act or
omission of Agency 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 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
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 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. Agency hereby authorizes, directs and requests 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 in this Escrow Agreement.
[Remainder of page intentionally left blank, signature page follows]
IN WITNESS WHEREOF, Agency and Escrow Agent acting by and through their
respective duly authorized and empowered officers and representatives, have executed and
sealed this Escrow Agreement on the day and year first written above.
Approved as to form:
Pik
Pamela K. Aki
Attorney for
Community Redevelopment Agency
AGENCY:
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA
By:
Attest:
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George N. Cretekos
Chairperson
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Rosemarie Call =Z,- L"'' : ,?
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ESCROW AGENT:
FLETCHER & FISCHER, P.L.
By:
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 °57'44" 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.
EXHIBIT "B"
Instructions for returning funds to HUD
Return of Funds via Wire Transfer through Treasury Federal Reserve Bank (FRB)
Amounts in excess of $2,000 should be remitted via wire transfer. The bank where the
grantee initiates the wire transfer will complete the section of the Wire Transfer Form
containing the outgoing Banking information. Ensure that the form contains the complete
Federal Bank Identification Number, the wire transfer Sender's Name, Address, Account
Number, SSN /EIN, and any other required information.
The following information is required under Beneficiary Information or Receiving Bank
Information:
1. Amount of Transfer
2. Transfer to Bank = TREASURY FRB New York
3. Bank ABA Routing Number = 021030004
4. City and State = New York, NY
5. Credit Name of Beneficiary = U.S. Department of HUD
6. Address of Beneficiary = Fort Worth, TX
7. Account Number of Beneficiary = 86011101
8. Special Instructions = Return Funds Drawn From HUD Grant No. , TIN
of Sender (example 61- 0000000), Budget line item, if appropriate.
9. Provide a written explanation of why the funds are being returned, the budget line
item detail, and indicate that the funds should be restored to the grant, not returned
to the U.S. Treasury.
Return of Funds via Check
If wire transfer is not a viable option, then funds must be returned to HUD by check using the
following guidelines:
1. Make the check payable to U.S. Department of HUD
2. Annotate on the check the Project/Grant Number
3. Provide a written explanation of why the funds are being returned and also include,
the grant number, the budget line item detail, and indicate that the funds should be
restored to the grant, not returned to the U.S. Treasury.
4. Mail the check along with the written explanation to:
U.S. Department of Housing and Urban Development Collections
Bank of America
Project No.
P.O. Box 277303
Atlanta, GA 30384 -7303
Please note that it could take up to 4 weeks for funds to be credited back into the grantee's
account.
Revising IDIS to Reflect Changes in Draws
When funds repaid to the HUD Treasury Account are processed back into IDIS, IDIS does not
automatically change the amount disbursed for the activity for which the funds were drawn.
Rather, the amount repaid shows as a negative draw for the year to which the funds were
repaid under the activity number for the CPD program from which the funds were drawn.
Use the following steps to revise the negative draw voucher(s) so that the repaid funds may
then be used for other eligible activities:
1. Select the "Funding /Drawdown" tab from the top of the screen.
2. From the "Drawdown" menu click the "Search Voucher" button.
3. In the "IDIS Activity ID" field, enter the activity number and click the "Search" button.
4. Select the line item from the collection item voucher you want to process by clicking its
"Maintain - Approve" link in the last column.
5. The "Maintain and Approve Voucher" screen provides access to the "Approve,"
"Revoke," "Revise," "Cancel," and "View" functions.
6. Select the "Revise" link to display the "Revise Voucher Line Item" screen.
7. In the "IDIS Activity ID" field (at the bottom of the screen) enter the IDIS Activity ID of the
activity you want to apply the draw to.
8. In the "Amount" field, enter negative sign and the dollar figure of the draw to be applied
(no commas).
9. Once the voucher(s) has been revised, it is necessary to de -fund the activity from which
the funds were repaid.
10. Click the "Save" button to make the revision and return to the "Maintain and Approve
Voucher" screen. It will show a new line item for the draw that was revised and one new
line item for the activity the draw was revised to.
11. Once the voucher(s) has been revised, it is necessary to de -fund the activity from which
the funds were repaid. Use the "Search" button under the "Activity Funding" menu to
search for the activity from which the funds were repaid and proceed to reduce funding
to the revised amount or to $0 if all funds were repaid.
12. If there is more than one repayment of funds, repeat these steps for each to ensure the
repaid funds are available to be used for other eligible activities.
13. If the entire amount drawn for the ineligible activity is repaid and the activity funding is
reduced to $0, the activity "Status" should be changed to "Cancelled." If this was only a
partial repayment and there are still drawn funds associated with the activity, it cannot be
cancelled in IDIS.
If the repayment of funds is not reflected in IDIS as a negative draw within the normal
processing times indicated above, or if you require further assistance correcting the negative
figures in IDIS, contact the OneCPD Ask A Question.