HomeMy WebLinkAboutCity of Tamarac Resolution R-2000-2911
Temp. Reso.#9145
September 12, 2000 1
CITY OF TAMARAC
RESOLUTION NO. R-2000- A I /
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE OFFICIALS TO ACCEPT AND EXECUTE A
UTILITY EASEMENT ENCROACHMENT AND HOLD
HARMLESS AGREEMENT WITH NYCH PARTNERS, LTD.
FOR CURBING, SIDEWALKS, TREES AND LANDSCAPING
PLACED IN A UTILITY EASEMENT AT THE WALGREENS
PROJECT LOCATED ON THE NORTHWEST CORNER OF
COMMERCIAL BOULEVARD AND PINE ISLAND ROAD;
AUTHORIZING AND DIRECTING THE CITY CLERK TO
RECORD SAID AGREEMENT IN THE PUBLIC RECORDS OF
BROWARD COUNTY; PROVIDING FOR CONFLICTS;
PROVIDING FOR SEVERABILITY; AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, NYCH Partners, Ltd., owner of the Walgreens Project (a copy of
which is attached hereto in map form as "Exhibit 1 ") located on the northwest corner of
Commercial Boulevard and Pine Island Road placed curbing, sidewalks, trees and
landscaping in a utility easement; and
WHEREAS, the owner, NYCH Partners, Ltd., has offered a Utility Easement
Encroachment and Hold Harmless Agreement to the City of Tamarac; and
WHEREAS, the owner shall hold the City harmless from any costs or obligation
to restore the curbing, sidewalks, trees and landscaping as a result of any repair or
maintenance to the utility easement or infrastructure; and
Temp. Reso.#9145
September 12, 2000 2
WHEREAS, the Director of Utilities recommends the acceptance and execution
of this Utility Easement Encroachment and Hold Harmless Agreement for the
Walgreens Project; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be
in the best interest of the citizens and residents of the City of Tamarac to accept and
execute a Utility Easement Encroachment and Hold Harmless Agreement with NYCH
Partners, Ltd., for curbing, sidewalks, trees and landscaping placed in a utility
easement at the Walgreens Project.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, THAT:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
resolution.
SECTION 2: The appropriate City Officials are hereby authorized to
accept and execute a Utility Easement Encroachment and Hold Harmless Agreement
with NYCH Partners, Ltd., for curbing, sidewalks, trees and landscaping placed in a
utility easement at the Walgreens Project (a copy of which is attached hereto as "Exhibit
2") located on the northwest corner of Commercial Boulevard and Pine Island Road.
SECTION 3: The City Clerk is hereby authorized and directed to record
said agreement in the public records of Broward County.
11
Temp. Reso.#9145
September 12, 2000 3
SECTION 4: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 5: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or
invalid, in part or application, it shall not affect the validity of the remaining portions or
applications of this Resolution.
SECTION 6: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this day of )tlo�
'r48I1Ila
�.ATTE,9T
MAWON SWENSON, CMC
CITY CLERK
I HEREBY CERTIFY that I have
approved this RESOLUTION as
to form.
MIVCHELL S. W
CITY ATTORN
RG/krs/dml
/ JOE SCHREIBER
MAYOR
RECORD OF COMMISSION
MAYOR SCHREIBER,..,,,..,,,,^,
DIST 1: COMM. PORTNER,,.,.
DIST 2. COMM. MISHKIN...,.
DIST 3: COMM. SULTANOF,.
DIST 4: VIM RO8EM �
EXHIBIT 1
TEMP. RESO. # 9145
MCNAB ROAD MCNAB ROAD W
w LIME / THE GREENS y W
LIME BAY a BAY jj OF TAMARAC
SEC II
i' w-' SEC. I jj j y y y
COL. W. �\ W W W
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HOUSE
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[ID 2 _,,p //// /i/////// L y W
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ALMS W W
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WEDGEW❑DD LN / W Q W W W W W W W
�63 �T) �� W W W W W W W W
W W W W W W LAND SEE, � W W
BOARDWALK APTS,
SANTA ROSA DR. 61 ST 3� // ¢ 61 ST ¢ PARADISE CT 61 ST
a J r PATI❑ H❑MES 6 T� m
o Lo W a m¢ I / Q a co PAR, DR BOARDWALK APTS,
J a z 60 ST m� j 60 ST II PAR, QV q %/// 59 PL
u STANLEY LN. //// / // / // / / // // / W LJ
a J 59 Pt / / � J <Z / a 59 CT
LANDINGS ON PARADISE //
�7 F j. CYPRESS ESTATES w 59 ST au'o
Lj
xBRADSHAW LN .w �� GREENS
J / /
E. PLUM HARBOR WY. 59 CT / WATERS EDGE LY❑NS /% ¢ ¢ 58 / 58
W 3 P L �
INDUSTRIAL % r a
V.G,C, PARK PARK // /// 3 00 °� /
(VISUAL GRAPHICS) S8 / j/ // / 5$ ST 00 OD j
GRAPHLINE 7 ST
a
ST❑R❑PACK
3 THE TAMARAC
z MIAMI JEWISH
HERALD CENTER
57 ST
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57 DR
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_ PLAZA
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57 ST
(CO RD 870)
CHEVRON
-SITE
LOCATION
WALGRE_C❑MM_PI,DWG
WALGREENS
UTILITY EASEMENT ENCROACHMENT AND HOLD HARMLESS AGREEMENT
Exhibit 2
UTILITY EASEMENT ENCROACHMENT
AND
HOLD HARMLESS AGREEMENT BETWEEN
THE CITY OF TAMARAC
AND
NYCH PARTNERS, LTD.
THIS AGREEMENT made this day of latlx��✓200-� by and between
the CITY OF TAMARAC, a municipal corporation with principal offices located at 7525 NW
88th Avenue, Tamarac, Florida 33321 (hereinafter called CITY) and NYCH Partners, Ltd. a
Florida limited partnership with principal offices located at 1745 W. Fletcher Ave., Tampa FL,
(hereinafter called the DEVELOPER/OWNER), for the purpose of holding the CITY
harmless for the removal or destruction of landscaping and/or structures located on
DEVELOPER/OWNER's property and within utility easements held by the CITY.
WHEREAS, DEVELOPER/OWNER is owner of a parcel of land in the City of
Tamarac, Broward County, Florida, more particularly described in Exhibit A, attached hereto
and incorporated herein by reference; and
WHEREAS, DEVELOPER/OWNER has constructed or will construct landscaping
and/or structures as part of its development of the parcel described in Exhibit A within utility
easement(s) described in Exhibit B, attached hereto and incorporated herein by reference,
which shall be recorded in the Broward County public records; and
WHEREAS, said existing landscaping and/or structures are described on the site
plan for Walgreens prepared by FOG Development, Inc. and dated April 25, 2000, a copy of
which is on file with the CITY and attached hereto and incorporated herein by reference as
Exhibit C; and
WHEREAS, CITY is grantee of the utility easement(s) described above and has an
obligation to maintain and repair utility lines in order to serve the citizens of the City of
Tamarac; and
WHEREAS, DEVELOPER/OWNER agrees to hold the CITY harmless for any
expenses incurred by the CITY's use of the utility easement(s) resulting in the destruction
and/or removal of said existing and/or future landscaping and/or structures; and
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties hereto agree as follows:
1. The foregoing recitals are true and correct and incorporated herein by this
reference.
2. DEVELOPER/OWNER agrees to immediately remove at its own expense any
encroachment located within the CITY's utility easement once notified by the CITY of
such encroachment.
3. DEVELOPER/OWNER shall hold harmless and indemnify the CITY from and
against all claims, liability and expense arising from the aforesaid encroachments,
landscaping and/or structures, including the expense of removing, relocating,
restoring and replacing same.
4. CITY shall be held harmless by DEVELOPER/OWNER and shall not be
responsible for the damage, destruction or replacement of irrigation lines within the
utility easement(s).
5. CITY shall be entitled to make emergency repairs to utility lines within the
easement(s) without prior notice to DEVELOPER/OWNER if giving notice would be
of detriment to the health, safety and welfare of the citizens of Tamarac.
6. DEVELOPER/OWNER agrees that any structures placed within the utility
easement shall be limited to minor structures only, such as a sign, fence, or slight
encroachments of concrete. No drainage structures, including, but not limited to,
detention or retention basins, shall be permitted within the utility easement(s).
7. DEVELOPER/OWNER agrees that landscaping within the utility easement(s)
shall be limited to bushes, shrubs and flowers, and that no trees shall be placed
within the utility easement(s).
8. DEVELOPER/OWNER shall place a 1' by 1' sign or plaque on the site of the
landscaping or structure, which shall state the following: "This structure may be
ordered removed by the City of Tamarac without notice and at no cost to the City
should its removal become necessary to repair any utility line. The cost of removal
shall be borne by NYCH Partners, Ltd., its successors and assigns."
9. DEVELOPER/OWNER shall not place encroachments within the utility
easement(s) unless specifically provided for in this Agreement.
10. This Agreement contains the entire agreement between the parties relating to
the subject matter hereof. This Agreement shall not be amended unless in writing
and signed by the parties hereto.
11. This Agreement shall run with the land and bind DEVELOPER/OWNER, its
agents, heirs, successors and assigns, and any subsequent owners of the parcel
described in Exhibit A.
12. Venue for any actions resulting from this Agreement shall be Broward County,
Florida. This Agreement shall be governed by the laws of the State of Florida as are
now and hereinafter in force.
IN WITNESS WHEREOF, the parties have made and executed this Utility Easement
Encroachment and Hold Harmless Agreement on the respective dates under each
e
signature. CITY OF TAMARAC, through its Mayor and NYCH PARTNERS, LTD.,
through its Vice President, Michael Rice, duly authorized to execute same.
CITY OF TAMARAC
Schreiber, Mayor
Date: 1/
ATTEST: /
C7` ,
Marion Swerv4on, cMc ,Tef . Miller
Y City Manager
City Clerk
Ap=ov a� to1erFm a
v:
V f
S. Kraft, C' y Attorney
DEVELOPER/OWNER
NYCH PARTNERS, LTD.
By: DURBECK, INC. as General Partner
r
By: rf
Vice resident
_M 16fflta' _'rci-
Type/Print Name
Date: $) WUO
ADDENDUM ONE TO
UTILITY EASEMENT ENCROACHMENT
AND HOLD HARMLESS AGREEMENT
THIS ADDENDUM ONE TO UTILITY EASEMENT ENCROACHMENT AND HOLD
HARMLESS AGREEMENT ("Addendum") shall be attached to and is hereby incorporated
and made part of that certain Utility Easement Encroachment and Hold Harmless
Agreement of even date herewith (the "Agreement").
Notwithstanding anything to the contrary contained in the Agreement, all
improvements shown on the approved Site Plan dated April 25, 2000 prepared
by FOG Development, Inc. and that certain landscaping plan dated April 25,
2000 prepared by DeGirolmo and Associates, Inc. which encroach into the City's
utility easement area are hereby deemed approved. The City shall not disturb
the encroaching improvements unless the City must make emergency repairs to
the utility lines located within the City's utility easement. In the event the City is
required to make emergency repairs to any utility lines located within the City's
utility easement, then upon completion of the repairs, the Developer/Owner, at
Developer/Owner's expense shall be entitled to repair and replace any of the
encroaching improvements which are disturbed in connection with the City's
repairs.
2. Where there is a conflict between the terms of the Agreement and the
Addendum, the terms of this Addendum shall prevail.
IN WITNESS WHEREOF, Purchaser and Seller have executed this Addendum as of the
day and year first set forth hereinabove.
City:
City of Tamarac
By:
.
J e Schreiber, Mayor
Developer/Owner:
NYCH PARTNERS, LTD.
By: DURBNECK, INC. as General Partner
By��- Z�,w
Name: IW(6"-f-e
Title: V/cc
4.
IN WITNESS WHEREOF, the parties have made and executed this Addendum One to
Utility Easement Encroachment and Hold Harmless Agreement on the respective dates
under each signature. CITY OF TAMARAC, through its Mayor and NYCH Partners,
Ltd., through its President, Michael Rice, duly authorized to execute same.
ATTEST:
Marion Swen on, CIVIC
City Clerk
as to/ qtm legal
sufficie
Mitch6ll S. Kraft, Cit�rAttorney
STATE OF FLORIDA
COUNTY OF 690U)Aa SS
CITY OF TAMARAC
Jae Schreiber, Mayor
Date: p
Jeffre filler, City Manager
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in
the State aforesaid and in the County aforesaid to take acknowledgments, personally
appeared to me known to be the person(s)
described in and who executed the foregoing instrument and
acknowledged before me and under oath that T1,,e executed the same.
WITNESS my hand and official seal this 771�day of _&Ve-rn ber_, 20 O Q
NOTARY r 3LIQ. at4tgf Florida
at Large UMUALNUIARYSEAL
JUNE A WHITE
NOTARY PUBLIC STATE OF FLORIDA
COMMISSION NO. CC775=
(Name of No type
as Commissioned)
(6ofPersonally known to me, or
( ) Produced Identification
Type of I.D. Produced
( ) DID take an oath, or (,-115'ID NOT take an oath.
EXHISIT "A"
All of Lot 1 and the East 18.37 feet of Lot 2, Block 9, LYONS
COMMERCI.a! SUBDIVISION NO. 2, according to the Plat thereof,
as recorded in Plat Book fig, Page 43 of the Public Records of
Broward County, Florida; LESS and except therefrom that certain
portion of additional right-of-way taken for Corrmercial Boulevard
and Northwest 88th Avenue, as described in Official Records Book
7462, Page 357 of the Public Records of Broward County, Florida.
Subject to all easements, reservations and rights -of -way of record.
Said lands situate, lying and being in Broward County, Florida,
containing 58,187.00 square feet or 11336 acres, more or less
LOCATION SKETCH
"Exhibit B"
SKEITCHAND IDESC.RJPTION
Fog Development Inc.
LEGAL DESCRIPTION. -
A STRIP OF LAND LYING WITHIN A POR770N OF LOTS 1, 2, �' -T BLOCK 9, LYONS
COMMERCIAL SUBDIW5/ON NO, 2, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN
PLAT BOOK 69, PAGE 4j,, OF THE PUBLIC RECORDS OF BROWARD COUNTY, fZOR/DA. BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS.•
COMMENCING AT 7HE, NORTHWEST CORNER OF SAID LOT 2,• THENCE SOUTH 885906" EAST,
A DISTANCE OF 36.02 FEET THE POINT BEGINNING- THENCE SOUTH 010054" WEST, A
DISTANCE OF 15.00 FEET,• 7HENCE SOUTH 8859 06" EAST, A DISTANCE OF 9.25 FEET,•
THENCE SOUTH 010054" WEST, A DISTANCE OF 13.56 FEET,• THENCE SOUTH 4500'00"
WEST A DISTANCE OF 53.57 FEET THENCE SOUTH 0001'37" EAST, A DISTANCE OF 167.83
FEET, THENCE SOUTH 4500 00" EAST, A DISTANCF OF 47.98 FEET; THENCE SOUTH
4500 00" WEST, A D/STANCE OF 9.40 FEET,• THENCE NORTH 8859 06" WEST, A DISTANCE
OF 1.43 FEET,• THENCE NORTH 010054" EAST, A DISTANCE OF 9.30 FEET,THENCE NORTH
885906" WEST A DISTANCE OF 15.00 FEET THENCE SOUTH 010054" WEST, A DISTANCE
OF 9.30 FEET,• THENCE NORTH 8859 06" WEST, A DISTANCE OF 5710 FEET,• THENCE
SOUTH 0100"54" WEST, A DISTANCE OF 15.00 FEE); THENCE SOUTH 865906" EAST, A
DISTANCE OF 7.9 89 FEET; THENCE NORTH 4500'D6" EAST, A DISTANCE OF ,38.29 FEET'
THENCE NORTH 89 58 2,3" EA,S'T, A DISTANCE OF 177. 36 FEET' 7HENCE NORTH 44 58 23"
EAST, A DISTANCE OF ,30.96 FEET,• 77-IENCE NORTH 000137" WEST A DISTANCE OF 49.J8
FEET THENCE NORTH 2230100- EAST A DISTANCE OF 11.57 FEET,• THENCE NORTH
000000" WEST A DISTANCE OF 22.99 FEET THENCE NORTH 22Jl'J7" WEST, A DISTANCE
OF 11.61 FEET,• THENCE NORTH D00137" N£5T, A DISTANCE OF 94.37 FEET,• THENCE
NORTH 4.352 07" WEST A DISTANCE OF 20.35 FEET THENCE NORTH 0000 00" WEST, A
DISTANCE OF 28.48 FEET; THENCE NORTH 443022" WEST A DISTANCE OF 8..39 FEET,•
THENCE NORTH 8859 06" WEST, A DISTANCE OF 9.12 FEET' THENCE SOUTH 0000"00" WEST,
A DISTANCE OF 40.66 FEET • THENCE SOUTH 4352 07" EAST A DISTANCE OF 20.36 FEET -
THENCE" SOUTH 000137- EAST A DISTANCE OF 91.32 FEET' ]HENCE SOUTH 223737"
EAST, A DISTANCE OF 11.61 FEET,• 7HENCE SOUTH 0000 00" WEST, A DISTANCE OF 17.01
FEET • THENCE SOUTH 2230 00" WEST, A DISTANCE OF 11.58 FEET,• THENCE SOUTH
000137" EAST, A DISTANCE OF 46.15 FEET THENCE SOUTH 445823" WEST, A DISTANCE
OF 18.54 FEET; THENCE SOUTH 89582.3" WEST, A DISTANCE OF 177.36 FEET,' THENCE
SOUTH 4500 00" WEST A DISTANCE OF 1-T 72 FEET THENCE NORTH 4500 00" WEST A
DISTANCE OF 41.77 FEET' ]HENCE NORTH 0001'37" WEST, A DISTANCE OF 155.40 FEET,-
7HENCE NORTH 450000" EAST A DISTANCE OF 53.41 FEET' THENCE' NORTH 0100"54"
WEST, A DISTANCE OF 1162 FEET; THENCE SOUTH 8859 06" EAST, A DISTANCE OF 26.50
FEET,• THENCE NORTH 0100'54" EAST, A DISTANCE OF 15.00 FEET THENCE NORTH
985906- WEST, A DISTANCE OF 11.60 FEET THENCE NOR7H 010054" EAST, A DISTANCE
OF 6.00 FEET,• THENCE NORTH 8859 06" WEST, A DISTANCE OF 39.15 FEET TO 7HE POINT
OF BEGINNING.
SAID LANDS S17UA7E: LY7NC AND BEING /N SROWARD COUNTY, FZORIDA. CONTAINING IJ502
NOTE& SQUARE FEET MORE OR LESS.
1) THIS IS NOT A SKETCH OF SURVEY
2) Bearings shown hereon are based on the North line of Lat1 (P.B. 69, PG 43. B.C.R.)
South 88"59'06" East.
3) Thls Sketch and Description consists of two sheets and Is not complete without both sheets.
4) Th(s Sketch and Description is not valid without the signature and original raised seal of a
Florida Licensed Surveyor and Mapper.
5) The undersigned and David & Gerchar, Inc, make no representation* or guarantees as to
the Information reflected hereon pertaining to easements, rights-af-way, setback lines.
agreements and other matters, and further, this Instrument Is not intended to reflect or
set forth all such matters. Such Information should be obtained and confirmed by others
through appropriate title verification. lands shown hereon were not abstracted for SHEETO�
rlahts-of-way and/or easements of record.
02011.9191M
DESCRIP770N
DATE BY CKD I FB/PG A .PORTIONOFLOTS
4 2 AND 3, BLOCK9
LYONS C0AAffRCL9L
SMD]WSIONNO 2
5129100 1 R.M. I 7D N/A MLA TBOOK69, PAOB43, Af-
R£WS£ LOCA770N Cf" EXIS77NG FPL EASEMENT 6/?B/b0 DMG 79 NIA
SCALE: JOB N0: AVID
1" 80' 99-224L-H20
I FB/PG: CAD. FILE:
N/A C: \TDiNGS\99-224 ERCHAR, iNc.
DRAWN BY: DATE: RT R�YOR+ AND MAPPERS
EAN M. G FOR TH FlRM T.D. 5/16/00 PROFESSIONAL SURVEYOR AND MAPPER 4301 0ACkr4cir Bubo 1
FLORIDA REGISTRATION NO. 5829 CKD. BY: PROJ. FILE: Boca RsbmkFkrfda33431
DAVID do GERCHAR, INC. L9#6935 D.M.G. 99-224 (561) 417-6173 a Fax (561) 4177" 9
"Exhibit B"
SKETCHAND DESCRIPTION
Fog Development Inc, i
N. W. 51th STREET
T- (106'
R/W)
NORTH LINE OF LOT 3 L�4
%SOUTH RIGHT-OF-WAY LINE
NOF
( P.O.B. F.P.L. EASEMENT
j O.R.B. 25071. PPG. 0058. t3C•R• L41
L4�6 1d22
IMAVMN
ETT G79VFR Or
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SUB 1
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I INGRESS/EGRESS
r-
EASEMENT
(O.R.B. 10825. PG,
I
971. B,C,R.)
g 112 __-
110 .I
SOUTH UNE OF BLOCK 9
I PROPERTY UNE OF LOT
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NORTH RIGHT-OF-WAY UNE
co
'--SOUTH NiL1SECTION 8-48-41
1
N N. W. 56th STREET
(WEST COMMERCIAL BLVD.)
L T I - - - - - . . -\
(R/W NDTH VARIES)
SOUTH RIGHT-OF-WAY UNE
THIS IS NOT A SKETCH OF SURVEY (P-a 164 PG 34, B.C.R.)
REVISIONS
I=ND
P. O. B.
P. B.
PG.
a C, R.
DAIS
LINE TABLE
LINE
LENGTH
BEARING
LI
IIAI
N22'31'37'W
L2
22.99
NOM'00'W
L3
1L57
N22'30'00E
L4
4%38
N00.O1'37'V
L5
30.96
N44.58'23E
L6
177,36
N89'38'23'E
L7
3&29
N43'00'00'E
LB
79,99
S88.59'06'E
L9
15A0
S0I'00'54'V
CIE—
5710
N88'39106'V
Lit
9.30
S01'00'S4'W
LIE
15M
N88'59'06'W
L13
9,30
NOl'00'34'E
L14
L43
N88'59106'W
L15
%40
S45rooro0'V
L16
47,98
S43'00'00'E
617
167.83
SOMI-37-E
3157
S43"00'00•V
1156
S01'00.54'W
%m
S88'S9'06'E
M
1340
S01.00'54'W
3913
N88'59'06'V
6L13
NM'00'34'E
L24
11.60
N88'59ro6'V
L25
13,00
N01'00'34'E
L26
2&30
S88.591061E
L27
13.62
N01.00.54V
L28
33.41
N43'00'OQ'E
L29
153.40
N00.O1'37'W
L30
41,77
1443'OO'00'W
L31
13,72
S45'00'00'V
L32
177.36
S89'58'23'W
L33
1934
S44'38.23'W
L34
4613
S00.01'37E
L33
1L38
S22'301"'W
L36
17.01
SOO'00'00'W
L37
11.61
S2M'37'E
L38
91.32
S00'01'37'E
L39
20.36
S43'52'07'E
L40
40.66
S00'00'00'W
L41
9,12
N88'S9V6'W
L42
8.39
N44.30'22'W
L43
28.48 A
NOO" 00'00'W
L44
20.33 1
N4332'07'W
L4S
94.37
N00.OI'37'V
L46
3&W I
S88.59'06'E
CORNEA
OF SECnON 8-48-41
POINT I3F BEGINNING
PLAT BROOK
PAGE
BROWARB COUNTY RECORDS
CENTERLINE
SHEET 2 OF 2
BY I CKD
REWSE LOCA77ON OF EXISnNG FPL
EASEMENT
161281001
DUG I
7D I
NIA
A PORMNOFLOTS
1, 2 AAD 3, BLOCK9
LYONS COADIRCUL
SVBD1WSI0NN0. 2
(PLATBOOK69, PAGE43, B.C.R.)
SCALE:
1' - B°'
JOB NO:
09-V4L -H20
A V M
AVM
ERCHAIt, arc.
FB/PG:
"/"
CAD. FILE;
�'°'" �99-224
DRAWN BY:
T,p.
DATE:
5/18/00
SURVEYORS AND MAPPERS
1� iarida�31
(561) 417-6173 • F= (561) 417-9619
CKD. BY:
o.M.G
PROJ. FILE:
99--224
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CERTIFIED COPY OF RESOLUTIONS
OF THE BOARD OF DIRECTORS
OF DURBNECK, INC.
The undersigned, being the duly elected, qualified and serving President of
DURBNECK, INC., a Florida corporation (the "Corporation"), hereby certifies that that
the following is a true, correct and complete copy of resolutions adopted by the Board of
Directors of the Corporation at a meeting at which a quorum was present, and that the
following resolutions are in conformity with the Articles of Incorporation and By-laws of
the Corporation and have not been rescinded or modified:
"RESOLVED, that the Corporation has determined that it is in the
best interest of the Corporation for Michael P. Rice, as Vice President of
the Corporation, to be and he is hereby authorized, empowered and
directed in the name and on behalf of the Corporation to execute and
deliver all documents and instruments, including but not limited to a Hold
Harmless Agreement with the City of Tamarac necessary with respect to
the development of the real property located at the corner of Commercial
Boulevard and Pine Island Drive in Tamarac, Broward County, Florida;
and
FURTHER RESOLVED, that the Corporation is hereby authorized
and directed to furnish a copy of the foregoing resolution as required and
to certify the same, and to certify that the provisions of said resolution are
in conformity with the Bylaws and that said resolution is in full force and
effect and has not been rescinded or modified.
IN WITNESS WHEREOF, I have hereunto subscribed my name as President,
and affixed the seal of the Corporation, pursuant to due and lawful corporate authority
this 10th day of October, 2000.
_10A�
Mark O.,OAkner, as President
09/12/2000 09:49 8139682882 PAGE 02
BY-LAWS OF
DURBNECK, INC.
ARTICLE I - OFFICES
The principal office of the Corporation shall be established
and maintained at 8931 N. Florida Avenue, in the City of Tampa,
State of Florida. The Corporation may also have offices at such
places within or without the State of Florida as the Board may from
time to time establish.
ARTICLE II - SHAREHOLDERS
1. MEETINGS ,
The annual meeting of the Shareholders of this
Corporation shall be held on the 31st day of December of each year
or at such other time designated by the Board of Directors of the
Corporation. Business transacted at the annual meeting shall
include the election of Directors of the Corporation and all other
matters properly before the Shareholders. If the designated day
shall fall on a Sunday or legal holiday, then the meeting shall be
held on the first business day thereafter.
2. SPECIAL MEETING
Special meetings of the Shareholders shall be held when
directed by the President or the Board of Directors, or when
requested of the Secretary,in writing, by the holders of not less
than 10% of all the shares entitled to vote at the meeting. A
meeting requested by Shareholders shall be called for a date not
less than 10 nor more than 60 days after the request is made unless
the Shareholders requesting the meeting designate a later date.
The call for the meeting shall be issued by the Secretary, unless
the President or Board of Directors shall designate another person
to do so.
3. PLACE
Meetings of Shareholders shall be held at the principal
office of the corporation or at such other place as may be
designated by the Board of Directors.
4. NOTICE
Written n❑tice to each Shareholder entitled to vote
stating the place, day and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than 10 nor more than 60 days
before the meeting. If any Shareholder shall transfer his stock
after notice, it shall not be necessary to notify the transferee.
Any shareholder may waive notice of any meeting either before,
during or after the meeting.
- 1 -
1�9I1212000 09:49 8139682882 PAGE 03
5. QUORUM
The majority of the Shares entitled to vote, represented
in person or by Proxy, shall constitute a Quorum at a meeting of
Shareholders.
After a Quorum has been established at a Shareholders
meeting, the subsequent withdrawal of Shareholders, so as to reduce
the number of shares entitled to vote at the meeting below the
number required for a Quorum, shall not affect the validity of any
action taken at the meeting or any adjournment thereof.
6. PROXY
Every Shareholder entitled to vote at a meeting of
Shareholders, or to express consent or dissent without a meeting,
or his duly authorized attorney -in -fact, may authorize another
person or persons to act for him by Proxy. The Proxy must be
signed by the Shareholder or his attorney- in- fact. No Proxy shall
be valid after the expiration of eleven months from the date
thereof, unless otherwise provided in the Proxy.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS
The business of the Corporation shall be managed and its
corporate powers exercised by a Board of two (2) Directors, who
shall be of full age. It shall not be necessary for Directors to
be Shareholders.
2. ELECTION AND TERM OF DIRECTORS
Directors shall be elected at the annual meeting of
Shareholders and each Director elected shall hold office for one
year and until his successor has been elected and qualified, or
until his prior resignation or removal.
3. VACANCIES
If the office of any Director, member of a committee or
other officer becomes vacant, the remaining Directors in office
(even if a quorum is not present), by a majority vote, may appoint
any qualified person to fill such vacancy, who shall hold office
for the unexpired term and until, his successor shall be duly
chosen.
4. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed with or
without cause by 'vote of a majority of all of the shares
outstanding and entitled to vote at a special meeting of
Shareholders called for that purpose.
=WAM
0911.2f2000 09:49 8139682882
PAGE 04
5. CHANGE OF NUMBER OF DIRECTORS
The number of Directors may be increased or decreased by
amendment of these By -Laws, by the affirmative vote of a majority
in interest of the Shareholders, at the annual meeting or at a
special meeting called for that purpose, and, by like vote, any
additional Directors 'nay be chosen at such meeting to hold office
until thenext annual election and until their successors are
elected and qualify. However, no decrease shall have the effect of
shortening the term of any incumbent Director.
5. RESIGNATION
A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of the
corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board,
and the acceptance of the resignation shall not be necessary to
make it effective.
7. QUORUM OF DIRECTORS
A majority of the Directors shall constitute a quorum for
the transaction of business. Tf at any meeting of the Board there
shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS
The Board may hold its meeting at the office of the
corporation or at such other places, either within or without the
State of Florida as it may from time to time determine.
9. NOTICE OF MEETINGS OF THE BOARD
A regular annual, meeting of the Board may be held without
notice at such time and place as it shall from time to time
determine. Special meetings of the Board shall be held upon notice
to the Directors and may be called by the President upon two days
notice to each Director either personally or by mail or by wire.
Notice of a meeting need not be given to any Director who submits
a waiver of notice whether before or after the meeting or who
attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.
10. REGULAR AtdNUAL MEETING
A regular annual meeting of the Board shall be held
immediately following the annual meeting of Shareholders at the
place of such annual meeting of Shareholders.
013 12f2000 09:49 8139682882 PAGE 05
11. EXECUTIVE AND OTHER COMMITTEES
The Board, by resolution, may designate two or more of
their members to any committee. To the extent provided in said
resolution, these By -Laws, and the Florida Statutes, said committee
may exercise the powers of the Board concerning the management of
the business of the Corporation.
12. COMPENSATION
No compensation shall, be paid to Directors, as such, for
their services, but by resolution of the Board, a fixed sum and
expenses for actual, attendance, at each regular or special meeting
of the Board may be authorized. Nothing herein contained shall be
construed to preclude any Director from serving the corporation in
any other capacity and receiving compensation therefor.
ARTICLE IV -- OFFICERS
1. OFFICERS, ELECTION AND TERM
(a) The Board may elect or appoint a Chairman, a
President, one or more Vice Presidents, a Secretary and a
Treasurer, and such other officers as it may determine, who shall
have such duties and powers as hereinafter provided.
(b) All officers shall be elected or appointed to hold
office until the meeting of the Board following the next annual
meeting of Shareholders and until their successors have been
elected or appointed and qualified.
(c) Any two or more offices may be held by the same
person.
2. REMOVAL, RESIGNATION, SALARY, ETC.
(a) Any officer elected or appointed by the Board may be
removed by the Board with or without cause.
(b) In the event of the death, resignation or removal of
an officer, the Board in its discretion may elect or appoint a
successor to fill the unexpired term.
(c) The salaries of all officers shall be fixed by the
Board.
(d) The Directors may require any officer to give
security for the faithful performance of his duties.
3. DUTIES
duties. The officers of this Corporation shall have the following
(a) President. The President shall be the chief
executive Officer of the Corporation, shall have general and active
051"12/2000 09:49 8139682882
PAGE 06
management of the business and affairs of the Corporation subject
to directions of the Board of Directors, and shall preside at all
meetings of the Shareholders and Board of Directors-
(b) Vice Presidents. In the absence of the President or
in the event of his death, inability or refusal to act, or it the
President so requests, a Vice President may perform the duties of
the President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President. The Vice
President(s) shall perform such other duties as may be
prescribed by the Board of Directors or the President.
(c) secretary. The secretary shall have custody of, and
maintain, all of the corporate records except the financial
records; shall record the minutes of all meetings of the
Shareholders and Board of Directors, send all notices of all
meetings, authenticate records of the Corporation, and perform such
other duties as may be prescribed by the Board of Directors or the
President.
(d) Treasurer. The Treasurer shall have custody of all
corporate funds and financial records, shall keep full and accurate
accounts of receipts and disbursements and render accounts thereof
at the annual meetings of shareholders and whenever else required
by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the
Board of Directors or the President,
ARTICLE V - STOCK CERTIFICATES
1. ISSUANCE
Every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares to which he
is entitled. No certificate shall be issued for any share until
such share is fully paid.
Certificates representing shares In this corporation
shall be signed by the President or Vice President and the
Secretary or an Assistant secretary and may be sealed with the seal
of this Corporation or a facsimile thereof.
3. TRANSFER OF STOCK
The Corporation shall register a stock certificate
presented to it for transfer if the certificate is properly
endorsed by the holder of record or by his duly authorized
attorney. If this Corporation is a professional service
corporation, however, it shall not Cause any transfer of, nor shall
any shareholder convey or transfer, any shares of the corporation
to anyone unless it be to an individual who has been duly licensed
by the State of Florida to perform the same professional services
for which the corporation was organized-
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M/12/2000 09:49 8139682882 PAGE 07
4. LOST, STOLEN OR DESTROYED CERTIFICATES
If a Shareholder shall claim to have lost or destroyed a
certificate of shares issued by the Corporation, a new certificate
shall be issued upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or
destroyed, and, at the discretion of the Board'of Directors, upon
the deposit of a bond or other indemnity in such amount and with
such sureties, if any, as the Board may reasonably require -
ARTICLE VI - BOOKS AND RECORDS
1. BOOKS AND RECORDS
This corporation shall maintain at its principal office
a record of its shareholders, including their names, addresses and
the number of shares owned by each, and accurate accounting books
and records. The Corporation shall keep at its principal office;
(a) minutes of the proceedings of and written consents of its
Shareholders, Board of Directors and committees of Directors for
the past three years; (b) a copy of its current Articles of
Incorporation and Bylaws together with any amendments thereto; (c),
copies of written communications with, including financial
statements to, its shareholders in general within the past three
years; (d) a list 'of the names and business street addresses of its
current directors and officers; and (e) a copy of its most recent
annual report. The .records described in (b) and (d) above shall
also be kept at the Corporation's registered office. Any books and
records required to be "maintained" may be in written form or in
any other form capable of being converted into written form within
a reasonable time.
2. SHAREHOLDERS' INSPECTION RIG14T.'S
Any person who is a holder of record or beneficial owner
of outstanding shares of the Corporation, upon meeting the four (4)
requirements set forth below, shall have the right to inspect, in
person or by agent or attorney, at any reasonable time, the
Corporation's books and records and to make extracts therefrom or
copies thereof at the Shareholder's expense. The four (4)
requirements that must be met by a Shareholder prior to inspection
of the books and records of the Corporation are;
(a) The Corporation must receive five (5) days written
notice from the Shareholder prior to the inspection date;
(b) The demand for inspection must be made in good faith
and for a proper purpose;
(c) The purpose and the records sought to be inspected
must be described with reasonable particularity in the notice; and
0"311.2/2000 09:49 8139692282 PAGE 08
(d) The requested records must be directly connected to
the stated purpose.
Notwithstanding the preceding sentence, the latter three
requirements shall not be required for a Shareholder to obtain the
records described in this Article in Section 1(b) through (d).
3. FINANCIAL INFORMATION
Not later than 120 days after the close of each fiscal
year, if within the Corporation's control and not waived by the
Shareholders, this Corporation shall prepare and furnish to each
Shareholder financial statements consisting of a balance sheet
showing in reasonable detail the financial condition of the
Corporation as of the close of its fiscal year, a profit and loss
statement showing the results of the operations of the Corporation
during its Fiscal year, and a statement of cash flows for the
fiscal year. If the annual financial statements are reported upon
by a public accountant, his report must accompany them_ if not,
the statements must be accompanied by a statement of the President
or the person responsible for the Corporation's accounting records:
(a) Stat:'.ng his reasonable belief whether the statements
were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation; and
(b) Describing any respects in which the statements were
not prepared on a. basis of accounting consistent with the
statements prepared for the preceding year.
ARTICLE VII - DIVIDENDS
The Board may, out of funds legally available therefor,
at any regular or special meeting, declare dividends upon the
capital stock of th-a Corporation as and when it deems expedient.
Before declaring any dividend there may be set apart out of any
funds of the Corporation available for dividends, such sum or sums
as the Board from time to time in their discretion deem proper for
working capital or as a reserve fund to meet contingencies or for
equalizing dividends or for such other purposes as the Board shall
deem conducive to the interests of the Corporation.
ARTICLE VITT - CORPORATE SEAL
The seal of the Corporation shall be circular in form and
bear the name of the Corporation, the year of its organization and
the words "CORPORATE SEAL, FLORIDA." The seal may be used by
causing it to be impressed directly on the instrument or writing to
be sealed, or upon adhesive substance affixed thereto. The seal on
the certificates for shares or any corporate obligation for the
payment of money may be facsimile, engraved or printed.
- 7
e<3l12f 2000 09: 49 8139682882 PAGE 09
ARTICLE IX - EXECUTION
All corporate instruments and documents shall be signed
or countersigned, executed, verified or acknowledged by such
officer or officers or other person or persons as the Board may
from time to time designate.
ARTICLE X -- FISCAL YEAR
The fiscal year shall begin on the first day of January
of each year.
ARTICLE XI - NOTICE AND WAIVER OF NOTICE
1, NOTICE
Whenever any notice is required by these By -Laws to be
given, personal notice is not meant unless expressly so stated, and
any notice so required shall be deemed to be sufficient if given by
depositing the same in the post office box in a sealed post-paid
wrapper, addressed to the person entitled thereto at his last known
post office address, and such notice shall be deemed to have been
given on the day of such mailing. Shareholders not entitled to
vote shall not be entitled to receive notice of any meetings except
as otherwise provided by statute.
2. WAIVER OF NOTICE
Whenever any notice is required to be given under the
provisions of any law, or under the pro -visions of the Articles of
Incorporation of the Corporation, or these By -Laws: (a) a waiver
thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, or
(b) attendance by such person or persons at such meeting without
protesting the lack of notice prior to or at commencement of the
meeting, shall be deemed equivalent thereto.
ARTICLE XII - CONSTRUCTION
Whenever a conflict arises between the language of these
By -Laws and the Articles of Incorporation, the Articles of
Incorporation shall govern.
ARTICLE X111 - BUSINESS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS
Any action of the Directors, Shareholders, or their
committees may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be signed, as applicable,
by all Directors who would be entitled to vote on such a Board
action at a duly -called meeting or by the required majority of the
Shareholders who would be entitled to vote on such a Shareholder
action at a duly -called meeting, and Piled with the Secretary of
the Corporation as part of the proceedings of the Directors,
shareholders, or their committees as the case may be. To be
a
E19/ 12 F 2000 09: 49 8139682882 PAGE 10
effective, a written Shareholder consent without a meeting must be
executed by the required majority of Shareholders and delivered to
the Corporation within sixty (60) days of the date of execution by
the first consenting Shareholder. Notice of such written
Shareholder consent without a meeting by less than unanimous
consent shall be given within ten (10 ) days of such action to those
Shareholders on the record date whose shares were not represented
on the written consent. For the purpose of a written consent by
Shareholders, the record date shall be the date when the consent is
first executed, and the action shall be deemed to have been taken
on the date on which the consent was executed by the last necessary
Shareholder.
2. MANAGEMENT BY SHAREHOLDER
In the event the Shareholders are named in the Articles
of Incorporation and are empowered therein to manage the affairs of
the Corporation in lieu of Directors, the Shareholders of the
Corporation shall be deemed Directors for the purposes of these
Sy -Laws and wherever the words "directors", "board of directors" or
"board" appear in these By -Laws those words shall be taken to mean
Shareholder. The Shareholders may, by majority vote, create a
board of directors to manage the business of the Corporation and
exercise its corporate powers.
ARTICLE XIV - RESTRICTIONS ON PRINCIPALS OF THE CORPORATION
1. PROFESSIONAL ASSOCIATIONS
If this Corporation is a Professional Service Corporation
(P.A.), the following restrictions apply:
The Corporation may not issue, and a new Shareholder of
the Corporation may not sell, any of the Corporation's stock to
anyone other than an individual who is duly licensed or otherwise
legally authorized to render the same specific professional
services as those for which the Corporation was incorporated. The
Corporation may not render the professional services for which the
corporation was incorporated except through its officers,
Employees, and Agents who are duly licensed or otherwise legally
authorized to render such professional services within this state.
If any Shareholder, Director, Officer, Agent or Employee of the
Corporation who has been rendering professional service to the
public becomes legally disqualified to render such services within
this state or accepts employment that, pursuant to existing law,
places restrictions or limitations upon his or her continued
rendering of such professional services, he or she shall sever all
employment with, and financial interest in, this Corporation
forthwith.
2_ SUBCHAPTER S CORPORATIONS.
If this Corporation is or becomes a Small ]Business
Corporation (Subchapter S Corporation) under the provisions of
Hj/12l2000 09:49 0139682882 PAGE 11
Sections 1361-63 of the Internal Revenue Code of 1986, the
following restrictions apply. The Corporation may not!
(a) Have more than 35 shareholders,
(b ) Have as a Shareholder a person, other than an estate
or trust described 'in IRC Section 1361(c)(2), who is not an
individual.,
(c) Have a non-resident alien as a Shareholder, and,
(d) Have more than one class of stock. The Shareholder
shall not sell or transfer any stock in the Corporation so as to
violate any of the preceding restrictions. Further, the
Corporation and all Shareholders shall abide by all other
requirements of IRC Sections 1361-63.
ARTICLE SV - IRC §1244 STOCK CORPORATION
1. If the Directors at the Corporation's organizational
meeting, or all the Shareholders and Directors of the Corporation
at some later date, elect to operate the corporation under IRC
§1244, the following restrictions apply:
(a) The Corporation shall notify each Shareholder if it
accepts more than S1,000,000.00 in money or property value for its
common stock as contributions to capital or additional paid -in
capital.
(b) The corporation shall be operated so as to derive
more than fifty percent (500) of its revenue from sources other
than investments.
2. The Corporation's lack of an election pursuant to Section
I of this Article, its nonoperation, or a violation of its
provisions, shall not be deemed to prevent a Shareholder of this
Corporation from treating a loss from the sale or transfer of
his/her stock in the Corporation as an ordinary loss pursuant to
IRC §1244 if all requirements of IRC §1244 have otherwise been met.
3. The Corporation's compliance with the provisions of IRC
§1244 shall not constitute a warranty or guaranty •to its
Shareholders that IRC §1244 will allow them to treat a loss on the
sale or exchange of their stock in the Corporation as ordinary,
since other provisions of IRC §1244 (such as those which make
trusts, estates, and those Shareholders who receive the stock in
exchange for services or securities provided to the corporation
ineligible) may prohibit such treatment.
ARTICLE XVI - AMENDMENTS
These By -Laws may be amended or revised and new By -Laws may be
added if such amendment, revision or addition is approved either by
a majority vote of all of the stock issued and outstanding and
entitled to vote thereon or by a majority vote of all the Directors
at an annual meeting or at a special meeting if notice of the
- 10 -
At
Q9I1212000 09:49 8139682882
PAGE 12
proposed amendment, revision, or addition is contained in the
notice of such special meeting.
ADOPTED the 25th day of January, 1993.
Mitchell F. 11 Rice, Secretary
ATTEST:
Mark Hackner, President
SEAL