Escrow Agreemtent (Adams & Reese LLP)
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement") is made and entered into as of June
11, 2009 (the "Effective Date"), by and among REGIONS BANK, an Alabama state banking
corporation ("Regions"), COLLIER COUNTY, a political subdivision of the State of Florida
(the "County"), and ADAMS AND REESE LLP ("Escrow Agent").
RECITALS
A. On or about June 5, 2009, Regions and the County entered into that certain
Purchase and Sale Agreement (the "Purchase and Sale Agreement"), whereby Regions agreed to
sell to the County, and the County agreed to purchase from Regions, certain real property located
in Collier County, Florida (the "Property"), which Property is more particularly described on
Exhibit A attached hereto.
B. As of the Effective Date of this Agreement (the "Closing Date"), the sale and
purchase of the Property contemplated in the Purchase and Sale Agreement closed (the
"Closing").
C. In connection with the Closing, (i) the Initial Purchase Price was disbursed
directly to Regions in accordance with the terms of a closing statement dated as of the Effective
Date; and (ii) certain additional funds in the amount of $85,000.00 (the "Escrow Funds") were
disbursed directly to the Escrow Agent, with the understanding that said Escrow Funds are to be
held by the Escrow Agent and disbursed in accordance with the terms and conditions set forth in
the Purchase and Sale Agreement
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, covenant and agree as follows:
1. Capitalized Terms. Capitalized terms used herein but not defined herein shall have
the meaning specified in the Purchase and Sale Agreement.
2. Escrow Agent. Escrow Agent shall act as escrow agent pursuant to the terms and
conditions of this Agreement.
3. Deposit of Escrow Funds. The County hereby delivers and deposits with Escrow
Agent, and Escrow Agent hereby acknowledges receipt of, the Escrow Funds.
4. Disbursement of Escrow Funds. Upon the receipt by Escrow Agent of instructions in
writing from Regions and the County, Escrow Agent shall disburse the Escrow Funds to Regions
and/or the County, as applicable.
5. Conditions Precedent. Regions and the County acknowledge and agree that the
Escrow Funds shall be disbursed in accordance with the terms and conditions set forth in the
817561-2
1
Purchase and Sale Agreement, specifically including, without limitation, the provIsIons of
Section 2(b) of the Purchase and Sale Agreement. In connection with the disbursement of the
Escrow Funds, Regions and the County acknowledge and agree that any request from Regions
(the "Disbursement Request") that all or a portion of the Escrow Funds be delivered to Regions,
(a) shall be made in writing to (i) the County; and (ii) the Escrow Agent; and (b) shall be
accompanied with reasonable documentation (or one or more itemized statements), evidencing
the funds that are being requested by Regions, have either been incurred by or on behalf of
Regions (or are owed by Regions). Upon the receipt of such Disbursement Request, the County
shall be required to provide Regions and the Escrow Agent, with written notice (by email
transmission or otherwise), either (a) confirming its agreement that such funds being requested
by Regions may be disbursed by the Escrow Agent to Regions; or (b) objecting to the request
made by Regions. In the event that the County fails to provide Regions and the Escrow Agent
with a written response as to the funds being requested in a particular Disbursement Request
made by Regions, within five (5) business days after the delivery of the Disbursement Request
by Regions, the Escrow Agent shall have the right, at its option, to deliver such funds to Regions.
In the event that Regions advises the Escrow Agent at any time prior to the Termination Date (as
hereinafter defined) that no additional funds are owed Regions under the Purchase and Sale
Agreement, the Escrow Agent shall be obligated to return all remaining funds that are held by
the Escrow Agent, to the County.
6. Termination. This Agreement shall terminate upon the earlier to occur of the
following:
(a) Written notice to Escrow Agent from Regions and the County that this
Agreement is terminated; or
(b) March 15,2010 (the "Termination Date").
If this Agreement shall be terminated as a result of the occurrence of the events described in
Subparagraphs (a) or (b) above, then that portion of the Escrow Funds then being held by the
Escrow Agent, shall be returned to the County, at which time all rights and obligations of
Regions, the County, and Escrow Agent under this Agreement shall terminate.
7. Notices. All notices, demands, or requests required or permitted to be given pursuant
to this Agreement shall be in writing and shall be deemed to have been properly given or served
and shall be effective upon being deposited in the U.S. mail, postpaid and registered or certified
with return receipt requested; provided, however, the time period wherein a response to any
notice, demand, or request must be given shall commence on the date of receipt on the return
receipt of the notice, demand, or request by the addressee thereof. Rejection or other refusal to
accept or inability to deliver because of changed address of which no notice has been given shall
constitute receipt of the notice, demand, or request sent. Any such notice, demand or request
shall be addressed to the applicable party as follows:
To Regions:
Regions Bank
817561-2
2
250 Riverchase Parkway, Suite 600
Birmingham, Alabama
Attention: Portfolio Administration
To the County:
Collier County
2885 S. Horseshoe Drive
Naples, Florida 34104
Attention: Right-of-Way Acquisition Section
To Escrow Agent:
Adams and Reese LLP
2100 3rd Ave North, Suite 1100
Birmingham, AL 35203
Attn: Jeffery DeArman
Each notice may also be served by personal service addressed as hereinabove provided. Each
party hereto, by notice to the other, shall have the right at any time to change its address for
notice purposes hereunder by designating some other addressees) within the United States of
America.
8. Liability. The Escrow Agent (and any successor escrow agent) shall be liable only to
hold the Escrow Funds and to deliver the same to the parties named herein in accordance with
the provisions of this Agreement. The Escrow Agent shall not be bound in any way by any other
agreement or contract between Regions and the County, or any other party, and the Escrow
Agent's only duties or responsibilities shall be to hold the Escrow Deposit as Escrow Agent and
to dispose of the Escrow Deposit in accordance with the terms of this Agreement. By acceptance
of this Agreement, the Escrow Agent (and any successor escrow agent) is acting in the capacity
of a depository only, and shall not be liable or responsible for any damages, losses, or expenses,
unless such damages, losses, or expenses shall be caused by the negligence or malfeasance of the
Escrow Agent (or in the case of any successor escrow agent, such successor's negligence or
malfeasance). Neither the Escrow Agent nor any successor escrow agent shall incur any liability
with respect to (i) any action taken or omitted in good faith upon the advice of its counsel with
respect to any questions relating to the duties and responsibilities of the Escrow Agent under this
Agreement or (ii) any action taken or omitted in reliance upon any instrument, including the
written instructions provided for herein, not only as to the due execution of such instrument, or
the identity, or authority of any person executing such instrument, or the validity and
effectiveness of such instrument, but also as to the truth and accuracy of any information
contained therein, provided that the Escrow Agent shall in good faith believe such instrument to
be genuine, to have been signed by a proper person or persons, and to conform to the provisions
of this Agreement.
817561-2
3
9. Escrow Fees. The County shall be responsible for and shall pay the sum of $500.00,
which sum shall represent an escrow fee charged by Escrow Agent for performing as escrow
agent under this Escrow Agreement.
10. Interpleader. In the event of a dispute between any of the parties hereto sufficient in
the sole discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to
tender into the registry or custody of any court of competent jurisdiction all the Escrow Funds,
together with such legal pleadings as it deems appropriate, and thereupon be discharged from all
further duties and liabilities under this Escrow Agreement. Any such legal action may be brought
in such court as Escrow Agent shall determine to have jurisdiction thereof.
ll. Successors and Assigns. This Agreement shall apply to, inure to the benefit of and be
binding upon and enforceable against the parties hereto and their respective successors and
assigns, to the same extent as is specified throughout this Agreement.
l2. Counterparts. This Agreement may be executed in several counterparts, each of
which will be deemed an original, and all of such counterparts together shall constitute one and
the same instrument.
13. Time of the Essence. Time is of the essence of this Agreement.
14. Governing Law. This Agreement shall be governed by the laws of the State of
Florida.
[EXECUTION(S) APPEARS ON FOLLOWING P AGE(S)]
817561-2
4
[EXECUTION PAGE OF ESCROW AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under
seal as of the date first above written:
WITNESS:
f2~~f:d~
~ uJr/ q/)t--
Name (Print or T ~
Wit s nature)
rse.{,{!)( 4f01~
Name (Print or Type)
(Signature)
817561-2
5
[EXECUTION PAGE OF ESCROW AGREEMENT]
AS TO COLLIER COUNTY:
DATED:~
A TTEST;,"j . i' )\
DWI,"1;." 'BROC% CI~rk
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, 19f\lt.,.. 3W. 4f
BOARD OF COUNTY COMMISSIONERS
COLLIER CO NTY, FLORIDA
~ d4-'-
iala, Chairman
6
[EXECUTION PAGE OF ESCROW AGREEMENT]
WITNESS:
~/
Witness (Signature)
MI/'~.., rp LAw(-teY 13....
Name (Print or Type) .
Witness (Signature)
Name (Print or Type)
(Signature)
817561-2
7
Exhibit A
[Legal Description of Property]
[See Attached]
817561-2
8
COLLIER COUNTY
PARCEL SKETCH
C.R. 846 (IMMOKALEE ROAD)
EXHIBIT ..L
Pege-L- of.2......
PARCEL
R/W TAKE
A pa~cel of land In SectIon 30. TownshIp 48 South. Range 26 East.
being a pa~t of Lot I, B~entwood Two as ~eco~ded In Plat Book 47, Page
90, Col I le~ County, FlorIda, beIng fu~ther desc~lbed as follows:
Commence at the northeast co~ne~ of said Section 301 thence South 020
36' 22" East, along the East LIne of saId SectIon 30, a distance of
49.97 feet to Station 46+66.37, Bose LIne Su~vey, C.R. 846 (Immokalee
Roadl; thence South 890 34' 24" West. along saId Base Line Su~vey, a
distance of 268.36 feet to Station 43+98.011 thence depa~tlng sold
Base Line Su~vey South 020 36' 22" East a distance of 72.31 feet to
the No~thwest co~ne~ of sold Lot I and the POINT OF BEGINNING: thence
South 880 53' 28" East, along the no~th lIne of sold Lot I, 0 dIstance
of 130.32 feet to the begInnIng of a tangent cu~ve concave Southe~ly
and havIng a radius of 47.00 feet, a cent~al angle of 860 17' 06", a
cho~d bearIng of South 450 44' 55u East and a cho~d distance of 64.28
feetl thence Southeaste~ly along the a~c of sold cu~ve 70.78 feet to
the end of saId cu~vel thence South 020 36' 22" East a dIstance of
1.06 feetl thence No~th 540 54' 32" West a distance of 53.69 feet;
thence No~th 880 53' 28" West a distance of 131.80 feetl thence No~th
020 36' 22" West a distance of 15.03 feet to the POINT OF BEGINNING;
ContaInIng 2,847 squa~e feet. mo~e o~ less.
NOTES:
I. THE BEARINGS AND DISTANCES SHOWN HEREON ARE BASED ON THE FLORIDA
STATE PLANE COORDINATE SYSTEM. WEST ZONE, 1983 NORTH AMERICAN
DATUM, 1990 ADJUSTMENT, AS ESTABLISHED FROM G.P.S. PRIMARY NETWORK
CONTROL POINTS 175 81 "A" SERIES A07-AIO, AND 175 90 "A" SERIES
A04-AI0. DERIVING A BEARING OF N 89034'24" E ALONG THE SURVEY BASE
LINE OF C.R. 846 (IMMOKALEE ROAD BETWEEN STATION 30'00.00 AND
STATION 47.00.00.
2. TH I S CERTl FICA T ION V All DA TES SHEETS I THROUGH 2. ANY ONE (I) SHEET
IS TO BE CONSIDERED INCOMPLETE WITHOUT ALL OTHERS.
3. ATTENTION IS DIRECTED TO THE FACT THAT THESE SKETCHES MAY HAVE
BEEN ALTERED IN SIZE BY REPRODUCTION.
CERTIFICA TION:
'- / Ie
/;/'/;;/Y--~- . 4---/zG~ oq
B L .- POTTER "
ROFESSIONAL SURVEYOR AND MAPPER
FLORIDA CERTIFICATE NUMBER 5688
TEeM - ROW
APR 2 2 2009
u ~
NOT VALID WITHOUT' THE SIGNATURE
AND ORIGINAL-RAISED SEAL OF A
LICENSED FLORIDA SURVEYOR AND MAPPER
THIS SKETCH IS A GRAPHIC ILLUSTRAT[ON FOR
INFORMATIONAL PURPOSES ONLY AND IS NOT
INTENDED TO REPRESENT A FIELD SURVEY.
LOCATlCll .....
Iter TO SCALll
COLLIER COUNTY TRANSPORTATION SERVICES DIVISION
PARCEL SKETCH - NOT A SURVEY
COUNTY ROAD NO. 846 ( I fIMOKALEE ROAD) COLLI ER COUNTY
.y om: PREPARED sy.
AIM ENGINEERING a SURVEYING. INC,
ORA"'" l.W,C. 04/10109
REVISION BY DATE CHECKED R,l.P. 04113/09 F .P. 10. N/A SHEET I OF 2
LEGEND
0 25 50 100 150
~ I I
P. T. POINT OF TANGENCY Scale: I" . 50'
P. U. [. PUBLIC UT[L TIlY EASEMENT
R RADIUS EXIoEIT.A..
R.O.W, RIGHT OF WAY
RT. RIGHT
R/W RIGHT OF WAY ......L of..z.....
S. [. SIDEWALK EASEMENT
STA. STATION
t:" . DELTA
C . CACULATED
P PLAT 19
It PROPERTY LINE
POINT OF
COMMENCMENT
45 NE CORNER SECTrON 30
46
A.E.
C.B.
C.D.
e. R.
C.U.E.
D.E.
I.E.
L
L.B.E.
O.R.
P.B.
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PG.
PCS.
ACCESS EASEMENT
. CHORD BEARING
CHORD DISTANCE
COUNTY ROAD
COUNTY UTILITY EASEMENT
DRAINAGE EASEMENT
IRRIGATION EASEMENT
LENGTH
LANDSCAPE BUFFER EASEMENT
OFFICIAL RECORD BOOK
PLAT BOOK
POINT OF CURVATURE
PACE
PACES
POINT OF
BEGINNING
NW CORNER LOT I
44
N 89034'24" E
BASE LINE SURVEY
C.R. 846 (IMMOKALEE ROADl
S 890 34' 24"
268.36'(Cl
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O.R. 3021. PC, 2231
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O.R. 3021. PC. 2240
O.R, 3021. PC, 2244
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----.- O.R. 3021. PC. 2240
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BRENTWOOD TWO
P .B. 47, PG. 90
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COLLIER COUNTY TRANSPORTATION SERVICES DIVISION
PARCEL SKETCH - NOT A SURVEY
COUNTY ROAD NO. 846 ( I MMOKALEE ROAD) COLLIER COUNTY
oy DATE PREPARED 8Y'
Allot ENGINEERING a SURVEYING. INC,
ORAWN L.W.C. 04/1 o 109
REVISION .y OATE CHECKED R.L.P. 04/1J/09 F .P. 10. N/A SECTION SHEET 2 OF 2