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HomeMy WebLinkAboutCity of Tamarac Resolution R-82-017Introduced by Temp. #2143 1 2 3 4 i l 8 9 10 11 32 13 i 20 21 22 32 33 34 35 36 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R- A RESOLUTION AUTHORIZING EXECUTION OF AN ESCROW AGREEMENT WITH THE LAKES OF CARRIAGE HILLS, INC., AND RUDEN, BARNETT, MCCLQSKY, SCHUSTER AND RUSSELL, P.A.; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE COUNCIL OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: That the appropriate City officials are hereby authorized and directed to execute an Escrow Agreement with the Lakes of Carriage Hills, Inc., and Ruden, Barnett, McClosky, Schuster and Russell, P.A., a copy of which Agreement is attached hereto as Exhibit "A". SECTION 2: This Resolution shall become effective upon its adoption, PASSED, ADOPTED AND APPROVED this 27th day of January, 1982. ATTEST; ASSISTANT CITY CLERK I HEREBY CERTIFY that I have approved the form and correct- ness of this Resolution. CITY ATTORNEY MAYOR: DISTRICT DISTRICT DISTRICT DISTRICT 'M Ajy 0 RECORD OF COUNCIL VOTE 41 F_ VHiB, r f A R-S)-17 ESCROW AGREEMENT a THIS ESCROW AGREEMENT ("Escrow Agreement") is made and entered into between bakes Of Carriage _ Hills, Inc. and the City of Tamarac (hereinafter referred to as "Principal(s)") and RUDEN, BARNETT, McCLOSKY, SCHUSTER & RUSSELL, P.A., whose address is P. O. Box 1900, Fort Lauderdale, Florida 33302 )VAMM and the City Attorney of the City of Tamarac, whose address is 5811 N.W. 88th Avenue, Tamarac, Florida, (hereinafter referred to collectively as "Escrow Agent"). WHEREAS, Principal(s) desire that Escrow Agent hold certain property as described on "Exhibit A" hereto ("Escrowed Property") pursuant to certain documents described on "Exhibit B" hereto, if any ("Documents"); and WHEREAS, Escrow Agent has agreed to act as escrow agent for the Escrowed Property on the terms and conditions now about to be set forth. NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: Escrow A. Escrow Agent agrees to hold all of the Escrowed Property in escrow subject to the terms and conditions contained in this Escrow Agreement and the Documents, if any. The provisions of this Escrow Agreement shall control in the event of any conflict between the provisions hereof and the provisions of the Documents, if any. B. Unless otherwise provided for in this Escrow Agreement or any addendum hereto, Escrow Agent shall disburse the Escrowed Property without interest or other accumulation in value. C. Escrow Agent shall not be deemed to have knowledge of any matter or thing unless and until Escrow Agent has actually received written notice of such matter or thing and Escrow Agent shall not be charged with any con- structive notice whatsoever. D. In the event the Escrowed Property consists in whole or in part of stocks, bonds or certificates of deposit (or any other property which may fluctuate in value) Escrow Agent shall hold in escrow, pursuant to this Escrow Agreement, any proceeds of the Escrowed Property actually delivered to Escrow Agent and realized as a result of splits, calls, redemptions or otherwise, but shall not be obligated to ascertain the existence of (or initiate recovery of) such proceeds or to become or remain informed with respect to the possibility or probability of such proceeds being realized at any time in the future, or to inform any Principal(s) or any third party with respect to the nature and extent of any proceeds realized, except upon the written request of such party, or to monitor current market values of the Escrowed Property. Further, Escrow Agent shall not be obligated to proceed with any action or inaction based on information with respect to market values of the Escrowed Property which Escrow Agent may in any manner learn, nor shall Escrow Agent be obligated to inform Principal(s) or any third parry with respect to market values of any one or more of the Escrowed Property at any time, Escrow Agent having no duties with respect to investment management or information, all Principal(s) understanding and intending that Escrow Agent's responsibilities are purely ministerial in nature. Any reduction in the market value or other value of the Escrowed Property while deposited with Escrow Agent shall be at the sole risk of Principal(s). E. In the event instructions from Principal(s) would require Escrow Agent to expend any monies or to incur any cost, Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs. F. Principal(s) acknowledge and agree that nothing in this Escrow Agreement shall prohibit Escrow Agent from (1) serving in asimilar capacity on behalf of others or (2) acting in the capacity of attorneys for one or more Principal(s) in connection with any matter. II. Release of Escrowed Property A. Escrow Agent agrees to release the Escrowed Property in accordance with the terms and conditions set forth in the Documents, if any, and this Escrow Agreement. B. In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Principal(s) or from third persons with respect to the Escrowed Property or any other sums or things which may be held hereunder, which, in its sole opinion, are in conflict with any provision of this Escrow Agreement and/or the Documents, if any, Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by all Principal(s) and said third persons, if any, or by a final order or judgment of a court of com- petent jurisdiction. C. If all or any portion of the Escrowed Property delivered to Escrow Agent is in the form of a check or in any form other than cash, Escrow Agent shall deposit same as required but shall not be liable for the nonpayment thereof nor responsible to enforce collection thereof. If such check or other instrument other than cash representing the Escrowed Property is returned to Escrow Agent unpaid, Escrow Agent shall notify the applicable Principal(s) for further instructions. III. Liability of Escrow Agent A. It is agreed that the duties of Escrow Agent are purely ministerial in nature and shall be expressly limited to the safekeeping of the Escrowed Property and for the disposition of same in accordance with the Documents, if any, and this Escrow Agreement. Each Principal hereby indemnifies Escrow Agent and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with this Escrow Agreement or which may result from Escrow Agent's following of instructions from Principal(s), and in connection therewith, indemnifies Escrow Agent against any and all expenses, in- cluding attorneys' fees and the cost of defending any action, wit, or proceeding or resisting any claim, whether or not litiga- tion is instituted. Escrow Agent shall be vested with a lien on all Escrowed Property held hereunder which is deliverable to Principal(s) under the terms of this Escrow Agreement, for indemnification, attorneys' fees, court costs arising from any suit, interpleader or otherwise, or other expenses, fees or charges of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising between Principal(s) and/or any third party as to Me correct interpretation of this Escrow Agreement and/or the Documents, if any, and instructions given to Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, regardless of the instruments aforesaid and without the necessity of instituting any action, suit or proceeding, to hold the Escrowed Property until and unless said additional expenses, fees and charges shall be fully paid. B. It is further agreed that Escrow Agent shall have the right to utilize the services of Ruden, Barnett, Mr Closky, Schuster & Russell as its attorneys and same shall not affect or in any way prejudice or limit Escrow Agent's entitle- ment to reasonable attorneys' fees for the services of such attorneys as set forth in this Escrow Agreement. IV. Disputes A. In the event Escrow Agent is joined as a party to a lawsuit by virtue of the fact that it is holding the Escrowed Property, Escrow Agent shall, at its option, either (1) tender the Escrowed Property to the registry of the appropriate court or (2) disburse the Escrowed Property in accordance with the court's ultimate disposition of the case, and Principal(s) hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or losses in connection there- with including, but not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels. B. In the event Escrow Agent tenders the Escrowed Property to the registry of the appropriate court and files an action of interpleader naming the Principal(s) and any affected third parties of whom Escrow Agent has received actual notice, Escrow Agent shall be released and relieved from any and all further obligation and liability hereunder or in connection herewith and Principal(s) hereby, jointly and severally,indemnify and hold Escrow Agent harmless from and against any damages or losses arising in connection therewith including, but not limited to, all costs and expenses incurred by Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels. V. Term of Agreement A. This Escrow Agreement shall remain in effect unless and until it is cancelled in any of the following manners: 1. Upon written notice given by all Principal(s) of cancellation of designation of Escrow Agent to act and serve in said capacity, in which event, cancellation shall take effect no earlier than twenty (20) days after notice to Escrow Agent of such cancellation; or 2. Escrow Agent may resign as escrow agent at any time upon giving notice to Principal(s) of its desire to so resign; provided, however, that resignation of Escrow Agent shall take effect no earlier than ten (10) days after the giving of notice of resignation; or 3. Upon compliance with all escrow provisions as set forth in this Escrow Agreement and in the Docu- ments, if any. B. In the event Principal(s) fail to agree to a successor escrow agent within the period described hereinabove, Escrow Agent shall have the right to deposit all of the Escrowed Property held hereunder into the registry of an appropriate court and request judicial determination of the rights between Principal(s), by interpleader or other appropriate action, and Principal(s) hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or losses in connection therewith including, but not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels. C. Upon termination of the duties of Escrow Agent in either manner set forth in subparagraphs 1. or 2. of Paragraph A. of this Article V., Escrow Agent shall deliver all of the Escrowed Property to the newly appointed escrow agent designated by the Principal(s), and, except for rights of Escrow Agent specified in Paragraph A. of Article III. of this Escrow Agreement, Escrow Agent shall not otherwise have the right to withhold Escrowed Property from said newly appointed escrow agent. D. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Escrow Agreement unless in writing and signed by all Principal(s) and Escrow Agent. In no event shall any modification of this Escrow Agree- ment, which shall affect the rights or duties of Escrow Agent, be binding on Escrow Agent unless it shall have given its prior written consent. V1. Notices All notices, certificates, requests, demands, materials and other communications hereunder shall be in writing and deemed to have been duly given (1) upon delivery by hand to the appropriate address of each Principal or Escrow Agent as set forth in this Escrow Agreement or in the Documents, if any, or (2) on the third business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid to such address. All notices to Escrow Agent shall be addressed to the attorney signing on behalf of Escrow Agent at the following address: Ruden, Barnett, McClosky, Schuster & Russell, P.A. City Attorney, Tamarac P. O. Box 1900 5811 N.W. 88th Avenue Fort Lauderdale, Florida 33302 Tamarac, Florida VII. Choice of Law and Venue This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event any action, suit or proceeding is instituted as a result of any matter or thing affecting this Escrow Agreement, the parties hereto hereby designate Broward County, Florida, as the proper jurisdiction and the venue in which same is to be instituted. V1II. Cumulative Rights No right, power or remedy conferred upon Escrow Agent by this Escrow Agreement is exclusive of any other right, power or remedy, but each and every such right, power or remedy shall be cumulative and concurrent and shall be in addition to any other right, power or remedy Escrow Agent may have under the Escrow Agreement or now or hereafter existing at law, in equity or by statute, and the exercise of one right, power or remedy by Escrow Agent shall not be con- strued or considered as a waiver of any other right, power or remedy. IX. Binding Agreement This Escrow Agreement shall be binding upon the Principal(s) and Escrow Agent -and their respective successors and assigns. X. Escrow Agent Fees Escrow Agent shall receive for its services in accepting this escrow the sum of S NONE per hour of time involved with respect to this escrow, plus reimbursement of all costs, which fees and costs the Principal(s) hereby, jointly and severally, agree to pay and it is hereby understood and agreed that all such fees and costs shall constitute a first lien of the Escrowed Property hereunder. aINIATNSS WHEREOF, the parties hereto have caused these presents to be executed this day of 198 Signed, Sealed and Delivered RUDEN, BARNETT, McCLOSKY, in the Presence of: SCHUSTER & RUSSELL, P.A. By• PRINCIPALS) CIT OF AMA h By:A- social security or corporate i entification number LAKES CARRIAGE HILLS, INC. B - •Paul Koenig, Pr sident social security or corporate identification number w EXHIBIT B The original of the Warranty Deed attached hereto as Exhibit A ("Deed") shall be held in the physical possession of the City Attorney subject to the terms of that certain Option Agreement by and between the principals dated the day of 1982, a copy of said Option Agreement b nie g attached hereto and made a part hereof as Exhibit C. The Escrow Agent shall deliver the Deed to the City of Tamarac in the event the sums described in Paragraph 5 of the Option Agreement are not paid to the City of Tamarac on or before January 1, 1985, as required by said Para- graph 5. Neither of the Escrow Agents shall take any action without the prior concurrence of the other. 00. w DONALD C. Mc"' 0 f'YBf • RODEN, BARNEU. McCLGS"" SC4'J^TEP, & RUS: WARRANTY DEED POST OFF!CE DpX Igoo FORT LAUDERDALE, FLORIDA 33302 THIS WARRANTY DEED Made and executed they 'day of �� , 1982, by LAKES OF CARRIAGE HILLS, INC., a corporation fisting er the laws of the State of Florida, and having its principal place of business at 6180 Rock Island Road, Tamarac, Florida, hereinafter called the grantor, to the CITY OF TAMARAC, a municipal corporation existing under the laws of the State of Florida, with its permanent postoffice address at 5811 N. W. 88 Avenue, Tamarac, FL 33321, here- inafter called the grantee: (Wherever used herein the terms "grantor" and "grantee" include all the parties to this instrument and the heirs, legal representatives and as- signs of individuals, and the successors and assigns of corporations) WITNESSETH: That the grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does grant, bargain, sell, alien, remise, release, convey and confirm unto the grantee, all that certain land situate in Broward County, Florida, viz: Parcel 3B (also known as (S-1) Parcel). A portion of Tract 12 FORT LAUDERDALE TRUCK FARMS SUBDIVISION OF Section 12, Township 49 South, Range 41 East, as re- corded in Plat Book 4, Page 31, of the Public Records of Broward County, Florida, together with a portion of Parcel "B", SABAL PALM VILLAGE OF TAMARAC, as re- corded in Plat Book 79, Page 42, of the Public Records of Broward County, Florida, more particularly described on Exhibit A attached hereto and made a part hereof. SUBJECT TO: Covenants, easements and restrictions of record and taxes for the year 198a2 and subsequent years. TOGETHER with all the tenements, hereditaments and appurte- nances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD, the same in fee simple forever. AND the grantor hereby covenants with said grantee that the grantor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said land, and hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances. IN WITNESS WHEREOF, the grantor has caused these presents to be executed in its name (Corporate Seal) and its corporate seal to be hereunto affixed, by its proper officers thereunto duly autho- rized, the day and year first above written. Signed, sealed and delivered LAKES OF CARRIAGE HILLS, INC. iA the presence „of : nC&) By At / jr�' STATE OF FLORIDA COUNTY OF BROWARD I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared PAUL KOENIG and HERBERT D. KATZ, well known to me to be the President and Secretary of the corporation named as the grantor in the foregoing deed, and that they severally acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily under authority duly vested in them by said corpora- tion and that the seal affixed thereto is the true corporate seal of said corporation. W WITNESS my hand and official seal in the County and State last aforesaid this �_ day of 4 /1t� XT_ A. D. 1982. Notary Public My Commission Expires: EXHIBIT A DTSCRIPT:ON : Parcel 3B (elso known as (S-1) Parcel) 3 p0rTi0n of tract 12, i0P._ LLUDZIDAll .F,.TRDC? ? ?.JiS Su DI7i:SIOY 0T Section 12, Tow :shin 49 Souch,. Rzzge A.I.Sit , as . - ecoded := ?laz Book 4, Page 31, of the Public Records of 3roward Coun.y, :1ori�a, together with a ?on ion of Parcel "3 SaLBaL PAIL.11 VILLAGE OF TALI ? AC , as recorded _n Plat Book i 9 age p,_ -d P 2, o ate Public Records'of 3_owa. Cou ty, Florida, all being more rarTicujarly described as. iollows : Cc=eacing at the SOuTtwest corer o= said Section 12; thence ti 00 13' i5 fit, along the .West line of said Sectiot 12, a dis.znce of 1839.87 feet to the' -Pout of Begi-nning of this description, said ?oia. also being the i_.ersection of the west line of said Section 12, and tr'e Dior tt, Right-oi-Way-1 i'ne of Sabz Pal - 3oL'levar4 '.2st , ` s S AB;LL _.psi i as S,`l0� 'OL the ;r�a� Oi Said UpT � S iT.T.ACT .'�,. 1":= AC; tteaCe continue N 0' 13 =5" ;P, along the last desc= ibed course, a distaace- oi 155.50 feet; thence S -890 09' 2$" t, a. distance of 4_135 . J2 'feet; :hence S 00 1 3' 45" , a dist2mce of 155.50 fee = ; thence ;N 89 09' 25r' a dista ce of I-v'35.52 feet to the Point of 3egi..n:: g. I.00-- -R i'Iit .he follow=g Idescribed parcel: Co=esci= at tte _n:ersection of the West line of said Section 12 aid the N'o:ta 'i'or bt-oi-nag 1.,=e of Sabal Pz?m Boulevard =zst, as show oa t=e plat of said SA3AL PaL:i VI3.LAGs OF T:UULAC ; t:e=ce S 890 09' 25" ZE, alongto �Torot 1 ?.:aht_0-r_wac 1--e o- sai S2,a 1. Pa_� jQL'12- vz= d , East , I c_sta.rce Of 1-81. 66 feet to the Point of descr:?t:oa ; thence continue S 890 09' 25" L , a distance o= 253. Lhe=ce a 0c 13 :S" C, a cistznce of 68'.59 feet to =Poi=. on t=eIrz of a clrC:►1c= curve t0 the = ibrhz ; whose r=dils Do==- = Ce=r s N 6' 3 20" _ , from the last desc_'_:red o-izz; thence Westerly .?_zd Nor -.-:ell^, 2.:Ong T4rc t_ Of Sat:. C::ry a , -Mg a r ad''=s of 230 . 00 lacy Sta==e of 81.=: feet to the ?oizz of :angeacy; thence ti 63` �08' =9" ;V, 0: 1)3 . g0 feet to the Point of Curvature Of a C_rC'slar =; =ale t0 the l e' . .hence `TorTberlc and ;YesTarly, along the arc of said cu e, bztitg =adiLs o: 355.40 feet, an Zrc d_strace of 1-61.3= feet to the ?oist of Beginn== g M �XHlBl7, � -- offi.