ESCROW AGREEMENT FOR RESERVATION AGREEMENT DEPOSITS FOR SHELTER COVE OF PERDIDO, A CONDOMINIUM

Transcription

1 ESCROW AGREEMENT FOR RESERVATION AGREEMENT DEPOSITS FOR SHELTER COVE OF PERDIDO, A CONDOMINIUM THIS AGREEMENT (the Agreement ) is made this 10th day of March, 2005, by and between ( Escrow Agent ), and REDFISH HARBOR, LLC, a Florida limited liability company ( Developer ). WITNESSETH: WHEREAS, Developer intends to develop certain residential units into a condominium project to be known as Shelter Cove of Perdido, a condominium, located in Escambia County, Florida (the Condominium ); WHEREAS, Developer desires to have Escrow Agent hold deposits on reservation agreements for units in the Condominium in accordance with the provisions of Section (6), Florida Statutes; WHEREAS, Escrow Agent agrees to undertake and carry out such responsibilities in accordance with the terms and conditions of this Agreement; and WHEREAS, Escrow Agent is independent of Developer as required by Section (8), Florida Statutes; NOW THEREFORE, for and in consideration of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Recitals. The recitals as set forth above are agreed to be true and correct and are incorporated herein by this reference. 2. Deposits. The Developer agrees that in connection with the execution of a reservation agreement, all deposits (the Deposits ) received by the Developer from each potential purchaser shall be deposited with the Escrow Agent to be held and disbursed in accordance with the terms and conditions of this Agreement. 3. Receipt. The Escrow Agent shall give to each potential purchaser a receipt for the Deposits received from such potential purchaser. The receipt will be in the form attached to this Agreement as Exhibit A.

2 4. Escrow Account. The Escrow Agent shall deposit the Deposits into an escrow account. 5. Investments. The Escrow Agent may invest the Deposits only in securities of the United States or an agency thereof or in accounts in institutions the deposits of which are insured by an agency of the United States. The Deposits shall be available at all reasonable times for withdrawal in full by the Escrow Agent. 6. Disbursement of Funds. The Deposits shall be disbursed from escrow as follows: Upon written request to the Escrow Agent by the prospective purchaser or the Developer, the Deposits shall be immediately and without qualification refunded to the prospective purchaser without interest. The Deposits shall not be released directly to the Developer except as a down payment on the purchase price simultaneously with or subsequent to the execution of a purchase agreement, whereby such Prospective Purchaser has agreed to purchase a Unit from Developer. Upon the execution of a purchase agreement for a unit, the Deposits to reserve the unit pursuant to this Agreement and any interest thereon, shall cease to be subject to the provisions of this Agreement and of Florida Statute (6) and shall instead be subject to the provisions of the Escrow Agreement for Purchase Agreement Deposits and Florida Statute (1) (5), if applicable. 7. Reliance. The 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 assertion contained in such writing or instrument and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner or execution, or validity of any written instructions delivered to it, or 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 for disbursements of same in accordance with the written instructions described above. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no implied duties or obligations shall be read into this Agreement with respect to the Escrow Agent. Upon the Escrow Agent disbursing the Deposits in accordance with the provisions hereof, and the Escrow Agent shall thereafter be released of all liability hereunder with respect to those particular Deposits. 8. Interpleader. In the event of disagreement about the interpretation of this Agreement, or about the rights and obligations of the parties hereto, or the propriety of any action contemplated by the Escrow Agent, Escrow Agent may, at its sole discretion, file an action in interpleader to resolve the disagreement. Developer shall indemnify Escrow Agent for all costs, including reasonable attorney s fees, in connection with such interpleader action.

3 9. Resignation. The Escrow Agent may resign at any time upon the giving of thirty (30) days written notice to the Developer. If a successor Escrow Agent is not appointed within thirty (30) days after receipt by the Developer of such notice of resignation, the Escrow Agent may petition any court of competent jurisdiction to name a successor escrow agent and the Escrow Agent herein shall be fully relieved of all liability under this Agreement to any and all parties, upon the transfer of all of the Deposits to the successor escrow agent either designated by the Developer or appointed by the Court. 10. Replacement. The Developer shall have the right to replace the Escrow Agent upon thirty (30) days written notice with a successor escrow agent named by the Developer. Provided all sums then due the Escrow Agent shall have been paid, the Escrow Agent shall turn over to the successor escrow agent all Deposits, documents, records and properties deposited with the Escrow Agent in connection herewith and shall have no further liability hereunder. 11. Notice. Each notice under this Agreement shall be in writing and shall be delivered either by personally delivering it by hand or Federal Express or similar courier service to the person to whom notice is directed, or by depositing it with the United States Postal Service, certified mail, return receipt requested, with adequate postage prepaid, addressed to the appropriate party (and marked to a particular individual s attention). Such notice shall be deemed delivered at the time of personal delivery or, if mailed, when it is deposited as provided above, but the time period in which a response to any such notice must be given or mailed, the date of receipt of the notice by the addressee thereof, as evidenced by the return receipt. Rejection or other refusal by the addressees to accept the notice shall be to be receipt of the notice. In addition, the inability to deliver the notice because of a change of address of the party of which no notice was given to the other party as provided below shall be deemed to be the receipt of the notice sent. The addresses of the parties to which notice is to be sent shall be those set forth below. Either party may change such addresses by designating the change of address to the other party. REDFISH HARBOR, LLC 223 West Gregory Street 400 West Garden Street Pensacola, FL Pensacola, FL Law. This Agreement shall be construed and enforced according to the laws of the State of Florida and this Agreement may be made a part, in its entirety, of any prospectus or offering circular distributed to purchaser or prospective purchasers of condominium units in the Condominium. 13. Entire Agreement. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and shall be binding upon the parties, their respective successors and assigns. This Agreement supersedes any prior agreement between the parties with respect to the escrow of reservation agreement deposits.

4 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first stated above. ESCROW AGENT Christopher A. Moorhead, its vice president DEVELOPER REDFISH HARBOR, LLC, a Florida limited liability company Ashton Hayward, III, its member

5 EXHIBIT A SHELTER COVE OF PERDIDO, A CONDOMINIUM NOTICE OF ESCROW DEPOSIT UNDER RESERVATION AGREEMENT Date: Bank of Pensacola 400 West Garden Street Pensacola, FL RE: Purchase of Unit No. Gentlemen: The undersigned purchaser(s) notify you that they have entered into a reservation agreement for the purchase of the above condominium unit and deliver herewith a deposit of $15, in accordance with the reservation agreement, an executed copy of which is attached to this notice. NAME OF PURCHASER Address Social Security Number NAME OF PURCHASER Address Social Security Number RECEIPT Receipt is acknowledged of the above deposit as evidenced by a copy of purchaser(s) check attached, subject to clearance of such funds. Its: