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Escrow Agreement ESCROW AGREEMENT THIS AGREEMENT made on this /b 7"1' day of .:J[;,vG ,2009 by and between, Naples Lodge No. 2010, Benevolent and Protective Order of Elks of the United States of America, Inc (the Seller), whose address is 3'16tJ Pa::::b/:,P.n:;rI ,~pks)FL34tJ4} and, COLLIER COUNTY, a political subdivision of the State of Florida, (the Purchaser), whose address is 3301 East Tamiami Trail, Naples, FL 34112 and STEWART TITLE COMPANY, (the Escrow Agent), whose address is 3936 Tamiami Trail North, Suite A, Naples, Florida 34103; WITNESSETH: WHEREAS, the Purchaser and Seller entered into a purchase contract for the sale of real property located at Tract" A", Naples Elks Lodge #2010, according to the plat thereof as recorded in Plat Book 36, pages 66 and 67, Public Records of Collier County, Florida and WHEREAS, both Purchaser and Seller are desirous of having STEWART TITLE COMPANY act as Escrowee. in accordance with the terms and conditions of this agreement; NOW, THEREFORE, Escrow Agent, Purchaser and Seller agree as follows: 1. That the transfer of title shall be completed and the transaction closed. 2. That escrow agent is authorized to hold the sum of $250,000.00 in an interest bearing account. 3.. That the monies held in escrow shall be held and released in accordance with the terms of the contract as specifically set out in paragraph 14.01 (Copy attached as Exhibit "A"): 4. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertions contained in any such writing or instruments; and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any written instrument delivered to it, nor as to the identity, authority, or rights of any person executing the same. The duties of the Escrow Agent shall be limited to the safekeeping of the deposits and disbursing the same in accordance herewith. Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and implied duties or obligations shall not be read into this agreement. Upon the Escrow Agent disbursing the deposits in accordance with the provisions hereof, the escrow account or accounts shall terminate and the Escrow Agent shall disburse and shall thereafter be released from any liabilities hereunder in connection therewith. Seller does hereby transfer, convey, give, deposit with, pledge and deliver under the absolute control of Escrow Agent said sum to be held in escrow in accord herewith. Ownership of this money shall vest in Escrow Agent in escrow in accord herewith for such period of time as is necessary to satisfy said requirement( s) whether said requirements are satisfied by Seller or Purchaser as provided in this agreement. 5. Escrow Agent shall be protected with respect to any action taken or suffered by it hereunder in good faith. Escrow AQ:ent shall not otherwi~e he liHhlp fClr Hnv m;~t!'llrp~ f'\f' f'<>f't f'\1" ~""""'1"C' ......f' 7. Escrow Agent may resign at any time upon the giving of thirty (30) days notice to Purchaser and Seller of Escrow Agent's intent to so resign. 8. All notice and communications herein between the Escrow Agent, Purchaser and Seller shall be in writing and shall be deemed to be duly given if sent by mail, to the respective addresses set forth above. 9. The rights created by this Escrow Agreement shall inure to the benefit of and the obligations created hereby shall be binding upon, the successors and assigns of Escrow Agent and all parties to this agreement. 10. This agreement shall be construed and enforced according to the laws of the State of Florida. IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on the day and ~~tten, . ltness No. 1 ~ If!W..r jl >JM,I7/f Witness No. 1 Naples Lodge No. 2010 Benevolent and Protective Order of Elks of the United States of America, Inc. Du ~hdd~ By: ,c-ow4~/J'-<. L.4~SG-;V participants You have entered into an Escrow Agreement whereby certain monies are to be held by Stewart Title Company under the terms of the Escrow Agreement. It is your responsibility to assure that the terms of the Escrow Agreement are met. Stewart Title Company has no duty to monitor the performance of any parties to the Escrow Agreement. Upon proper notification by the parties to the agreement, Stewart Title Company will disburse the funds that it holds in accordance with the agreement. The undersigned escrow participants acknowledge receipt of a copy of this Notice and a copy of the Escrow Agreement. Escrow Participants: Naples Lodge No. 2010 Benevolent and Protective Order of Elks of thp IJn; tpn ~t-;::d...t:>l:: /""\T .am"",...;,...", H Tn,... Re: Elk's Lodge Purchase/Escrow Agreement Folio Number: 61080000008 Property Address: 3950 Radio Road, Naples, Florida 34104 SIGNATURE PAGE Date Property acquisition approved by BCC: May 26, 2009, Item 10i AS TO PURCHASER: DATED:r-/~'DlU)1 OUNTY COMMISSIONERS NTY, FLORI9A _ ~d~ Fiala, Chairman Approved as to form and legal sufficiency: , . ')J~~ Heidi F. Ashton-Cicko Assistant County Attorney EXHIBIT "A" XIV. E~CRO~ FOR CORR~CTION 9F STRUCTURAL. DEFICIENCIES 14.01 Funda held In ..crow.JXn&l8/1t to ParagI1lp/1 2.02 hereof, togeCher with IICCI\IOd In..... 8h8II be used to corNOteny and ell ~d8ftcIenca..dltennlned during Pl.lI'Ch8Ier'a Il1Ip8CtIon perlQd. Aa expenaet In Incumld' for the corntcIIon of auch defIcIendea, payrnenta to the Purd1aar sh8lI be INIde from the fund, 10 held. No such time It1I1t Purchaer hu cOmIcted .. such .~ 8I1y l'8m1l1nitg funds held, together with accrued IntnIt, 8ha1l be paid over to the Seller. "--'-'-'---,- .. .. ._--......_-~._- ...._~;-.;...-:.....~..._:._--...-..,.....__:_~.-._-_.-:.-.'1"!..,'"!'!'!1"""....~ _............ ""'1-...-..~-...m._..- - ......-.,.........,.-- . II " ."....--.-............t.--....,. _._ __. ,I~_:"""'_____I'_________ ORIGINAL DOClTh1ENTS CHECKLIST & ROUTING SLIP ." TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO TEE BOARD OF COUNTY COM1\1ISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Alt1d1 to original dl;rmn."r Original n()"nml"nt'! 3hould be b.a!1d delivered CO lf1e Board Office.. The-compJeted routing slip OIJld origin.aJ. rlnrnm""ts are to be farwmi.ecl to l11e Board. Offio: only ~ the Boanilw t:U:cucnOl1. 011lf1e item.) . " . ." . "" . . . "ROUTING SLIP '_.. ". CampI.etc roating lina 1#1 through #4 a.s approprian: for additia1a.1 signatlIIC, d.atr:3, aOO/or infarmatiOll needed.. If l11e dn="."r" ~ :Jlre:1dy complete with tile cion of lf1e ~, s . dr.a.w 1 line tbrou .roatin liner #1 throu #4, It:te lf1e checkJist; and forward to Sue- Filson (line #5). Route to Addressee{s) . Office Initials. Date (List in routin ord.er)'":.".: PRJ1\IIARY CONTACT INFORMA nON (The primmy ClJ!1CICl: ~ the holder of tbe origiml doc:ument pending BCe approvaL Noni:wIy the primary CQIIQCt ~ the pc:son woo crc:m:dIprcpan:d the executive SIUJII%Wy. Primary COllClCt iufanmtion is nc:ded iD tbe event one of tbe :uU1r=c:cs :Wove. including Sue Fi1soz1. I1ced to C!JI1tlCt serf! for additiCllllLl or missing informa.tioa. All origin.;U d.,...,........11 needing the BCe CWrmm's signatllre:= to be delivered to l11e BCe office only aftc- the Bee has acll:d to approve the ia:m. ) Name of Primary Staff Contact Agenda Date Item was A roved b the BeC Type of Document At:t1ched \.. ~.: 2. --------- .........,........._--....- 3. .~/.- Sue Frlson7 Executive Manager Board of County Commissioners 6. Minutes and Records Oerk: of Court's Office Phone Number Agenda. Item Number ,r. Number of Original Documents Attached INSTRUCTIONS & CHECKLIST Initial the Yes column or marl:: 'W A" in the Not Applicable column. whichever is a . 1." Original document has been signcdf'mitialed for legal stifficiency. (All documents to be signed by the" Chairman. with the exception of most letters:, must be reviewed and signed t;y the Office of the County A1JDrDJ:y. This im:ludes signature pages from ordina.nces. rcsolutio~ etc. signed by the ~ty Attorney's Office and signature pages from contracts, agreements. etc. that have been fully executed by all parties except the BCe Chairman and Clerk to the Board and ssibl State Officials.) 2. All handwritten.st:rike-through and revisions have been initialed by the County ~y.' s Office and all other arties the BCC Chairman and the Clerk to the Board 3. The Chainpan's signature line date bas been entered as the date ofBCe approval of the document or the final DC tiated contract date whichever is liable.. 4. "Sign here" tabs arc placed on the appropriate pageS indicating where the Chairman's si' and initials arc r 5. In rilost cases (some contracts are an exception), the original document and this routing slip should be provided to Sue Filson in the BCC office within 24 hours ofBCC approval. Some documents arc time sensitive and reqn:ire forwarding to Tallahassee within a certain time frame or the Bce.s actions are nullified. Be aware of om- deadlines! 6. The docmnent was approved by the BCC OD (enter elate) and all changes made during the meeting have been incorporated in the attached document. The Coon Attorn '5 Office has reviewed the es. it a Iioble. ... - ~-B9~ /0," o I7t!!- Yes (Initial) N/A (Not liable) AlA , ~.~ !; ForrmI Counq FonmI Bce FornuI Qrigin.a! Doo.rmc:u:s RDwing Slip WWS Original 9.03.04. Revised 1.26.05. Rcvi3ed 2..24.05 MEMORANDUM Date: June 18, 2009 To: Marlene McLaughlin, Property Acquisition Specialist Real Estate Services From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Escrow Agreement w/Naples Elks Lodge Attached please find the original (Agenda Item #101), as referenced above and approved by the Board of County Commissioners on Tuesday, March 24, 2009. Please return document to the Minutes and Records Department to be retained for the public record. If you should have any questions, please call me at 252-8411. Thank you.