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HomeMy WebLinkAboutR-1991-090 I ' RESOLUTION N0. 90-91 A RESOLUTION OF THE CITY OF DANIA, FLORIDA, APPROVING THE PARTICIPATORY AGREEMENT BETWEEN THE SOUTH FLORIDA REGIONAL PLANNING COUNCIL AND THE CITY OF DANIA; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA, FLORIDA: Section 1. That the Participatory Agreement between the South Florida Regional Planning Council and the City of Dania, .� a copy of which is attached hereto as Exhibit "A" , be and the same is hereby approved. l Section 2. That this resolution shall be in force and take ' effect immediately upon its passage and adoption. PASSED and ADOPTED this 27th day of August , 1991. MynR - COMMISSIONER ATTEST: /CITY CLERK - AUDITOR APPROVED AS TO FORM AND CORRECTNESS: BY: FRANK C. ADLER, City Attorney 90-91 Resolution No. t n Mi PARTICIPATORY AGREEMENT THIS AGREEMENT is entered into by the SOUTH FLORIDA REGIONAL PLANNING COUNCIL ("SFRPC") and the CITY OF DANIA ("City") . W I T N E S S E T H : WHEREAS, the Florida Land and Water Management Act, Section 380.06 (19) , Florida Statutes, (the "Act") requires a substantial deviation review of a previously approved development of regional impact (DRI) if an existing runway is expanded more than ten percent(10%) ; and WHEREAS, Broward County through the Broward County Aviation Department ("BCAD") proposes to extend two (2) runways by greater than ten (10%) percent each and to change the use of one (1) runway from general aviation to commercial, has filed a substantial deviation to a previously approved development of regional impact application for development approval; and WHEREAS, the SFRPC has reviewed the application for development approval and is in the process of formulating conditions for recommendation to the County to include in the I amendment to the development order; and, 7 ' WHEREAS, negotiations between the Cities of Dania and Fort Lauderdale ("Cities") and the BCAD, regarding mutually acceptable h,j conditions have reached an impasse; and WHEREAS, the Cities and the BCAD, wish to utilize the experience, knowledge, and expertise of a Mediator to pursue a process aimed at resolution of the impasse; and I WHEREAS, the parties have attached hereto as Exhibit "A" a pro forma agreement to be entered into between the SFRPC and the Mediator for the provision of mediation services incident to the Fort Lauderdale/Hollywood International Airport Expansion Substantial Deviation; and WHEREAS, the Cities and the County have agreed to fund a portion of the services and activities of the Mediator in performing the tasks agreed upon by the SFRPC and the Mediator; and NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1 . 0 The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Agreement upon adoption hereof . ,:.XH I B IT "A" 1 4i 2 . 0 The City agrees to fund TWENTY-FIVE (25%) percent, and not to exceed $ of the tasks, services and activities of the Mediator specified in that certain Mediation Agreement dated day of , 1991, a copy of which is attached hereto as Exhibit 11A" . ("Mediation Agreement") . Notwithstanding the foregoing, the City shall have the right at any time to require a termination of the Mediation Agreement, as an "interested party" thereunder and a termination of this Participatory Agreement, by giving written notice of such termination to the SFRPC and to the mediator under the Mediation Agreement. Upon delivery of such notice, the City shall not be responsible for any expenses of Mediator occurring after the date of such written notice. In any event, the City shall not be required to expend in excess of $ 3 . 0 The Cities and the County and the SFRPC agree to enter into an Escrow Agreement attached hereto as Exhibit "B" . ("Escrow Agreement") . 4 . 0 The City, within ten (10) business days of execution of this Participatory Agreement by the County, the City of Dania and the City of Fort Lauderdale, as set forth in Section 17. 0 hereof, will deposit with the Escrow Agent described in the Escrow Agreement, the sum of $ to be disbursed in accordance with this Agreement. The City further agrees that the funds !{ committed to the Mediation process shall be irrevocably paid to the Mediator through the Escrow Agreement without set off. 5. 0 The SFRPC agrees to enter into the Mediation Agreement specified in Paragraph 2 above and to faithfully and diligently observe the terms thereof. 6. 0 The Cities and the County and the SFRPC agree to assist, to the extent practical within existing resources, the Mediator in performing the services, tasks and activities described by the Mediation Agreement, and to participate, at their own expense, in any meetings, or workshops necessary for the Mediator to perform its duties in accordance with said agreement. 7. 0 MISCELLANEOUS party. This Participatory Agreement may not be assigned by any This Participatory Agreement shall not inure to the benefit of, nor be enforceable by, any third party. 2 Y: 8 . 0 Mutual Obligations. The parties he-:eto covenant and agree to mutually communicate and cooperate, each with the other, to assure that the terms, conditions and provisions hereof are complied with by the parties hereto and that no violation or continuing violation is left unattended, unabated or uncured. 9. 0 Modifications or Amendments: 9 . 1. There are no commitments, agreements or undertakings concerning the subject matter of this Agreement that are not contained in this Agreement. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. 9 .2 It is further agreed that no modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and with equal dignity herewith. 9. 3 This Agreement shall be executed in at least four (4) counterparts, each of which shall be deemed to be a duplicate original. i j 10. 0 Applicable Law: ,t 10. 1 This Agreement is executed and is to be t performed in the State of Florida, and shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any litigation arising hereunder shall be in Broward County, Florida. 11. 0 Attorneys Fees and Litigation: 11. 1 In connection with any litigation arising out of this Agreement, the parties agree to bear their own costs of litigation, including reasonable attorney's fees at both the trial and appellate levels. This and all other provisions of this Agreement shall survive the execution of this transaction. 12 . 0 Approvals and Waiver: 12 . 1 Wherever any approval is required hereunder, it shall not be unreasonably withheld. 13 . 0 Time of the Essence: 13 .1 The parties covenant and agree that time is of the essence in the performance of any and all obligations contained herein. 3 14 .0 Gender: 14 . 1 All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine and neuter, singular or plural, as the identity of the party or parties, personal representatives, successor or assigns may require. 15. 0 Notices: 15. 1 Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designated the following as the respective places for giving of notice, to-wit: [ As to the SFRPC: Mr. Rob Curtis, Project Director South Florida Regional Planning Council 3440 Hollywood Boulevard j Hollywood, Florida 33021 (305) 961-2999 a al As to the City: [to be provided] r. 16. 0 Survival: 16. 1 Each and every term, condition, provision, covenant, and promise provided for in this Agreement shall transcend and survive execution, and shall continue until otherwise terminated, waived or excused. 17 . 0 Notwithstanding anything to the contrary contained in this Participatory Agreement, this Participatory Agreement shall be effective only upon such date as the City of Dania, the City of Fort Lauderdale and Broward County have each executed a Participatory Agreement that is substantially in the form of this Agreement, except that Section 2 . 0 of the Participatory Agreements to be executed by such cities and county shall provide for the obligation of each city to fund twenty-five percent (25%) , and the county to fund fifty percent (50%) , of the tasks, services and activities of the Mediator. The City shall have no obligations under this Agreement unless and until the City of Dania, the City of Fort Lauderdale and Broward County shall each have executed Participatory Agreements as required under this Section 17 . 0. 4 t , IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement this day of SOUTH FLORIDA REGIONAL PLANNING COUNCIL, a body corporate and politic and an agency of the state of Florida BY: CAROLYN A. DEKLE, Acting Executive Director CITY OF DANIA: `I �I + f� � v a by: 5 I y EXHIBIT "A" MEDIATION AGREEMENT BETWEEN SOUTH FLORIDA REGIONAL PLANNING COUNCIL AND PROVIDING FOR MEDIATION SERVICES PURSUANT TO CHAPTER 186, FLORIDA STATUTES AND i RULE 29J-2 . 008, FLORIDA ADMINISTRATIVE CODE d THIS AGREEMENT is entered into by the SOUTH FLORIDA REGIONAL PLANNING COUNCIL, a body corporate and politic and an Y agency of the State of Florida, (hereinafter referred to as "SFRPC") and who is a qualified and duly recognized Mediator (hereinafter referred to "Mediator") . W I T N E S S E T H: WHEREAS, the SFRPC, pursuant to Rule 29J-2 . 008 , Florida j Administrative Code, has established a voluntary mediation process in which parties in a dispute may mutually select a mediator to assist them in exploring and settling their differences; and WHEREAS, the City of Dania, the City of Fort Lauderdale and Broward County, through its Aviation Department ("Interested Parties") have voluntarily agreed to utilize the aforementioned mediation process and have voluntarily agreed to utilize the aforementioned mediation process pursuant to Participatory Agreements entered into between the Interested Parties and the SFRPC, copies of which are attached hereto and incorporated herein by reference and made a specific part hereof, in an effort to seek resolution of disputes arising from the Fort Lauderdale/Hollywood International Airport Expansion Substantial Deviation; and, WHEREAS, the Interested Parties and the SFRPC have agreed by a separate Escrow agreement, a copy of which is attached hereto and incorporated herein by reference and made a specific part hereof, that the Interested Parties shall pay for the cost and expense of engaging a mediator to assist them in exploring and settling differences; and 1 1 _ WHEREAS, the SFRPC and the Mediator have concluded that any activity, task or work product completed by the Mediator with the use of funds provided by the Interested Parties shall be the result of the independent professional judgment of the Mediator. NOW THEREFORE, the SFRPC and the Mediator mutually agree as follows: 1. 0 The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Agreement upon adoption hereof. 2 . 0 SCOPE OF SERVICES. The Mediator agrees, under the terms and conditions of this Agreement, to undertake, perform and complete the scope of services as follows: TASK I. Prepare a Program• The Mediator shall perform the following: a) Analysis of the conflict; b) Design of a strategy; c) Establish a program; TASK II. Conduct the Program• a G a) Adoption of procedures; b) Education of parties; hc) Development of opinions and options; d) Establishment of agreements; .� 3 . 0 ADDITIONAL FUNCTIONS AND RESPONSIBILITIES OF THE MEDIATOR 3 . 1 It shall be the function and responsibility of the Mediator to determine procedural matters which are not covered by any applicable law or administrative agency rule and upon which the interested parties have not reached agreement. 3 . 2 The Mediator shall be given the sole and exclusive responsibility and jurisdiction to determine what procedure shall be followed in regard to any aspects of the mediation process set forth in this Agreement. 3 . 3 The Mediator shall, where appropriate and applicable, endeavor to comply with the wishes of the interested parties whenever they agree on procedural matters. Such agreements may be reached at the various meetings held between the interested parties or they may be reached earlier in a submission of proposals in advance of meetings or mediation sessions. 2 t 4 . 0 DISCRETION 4 . 1 The Mediator shall assume wide discretion in conducting meetings, hearings, mediation sessions and other activities in deciding how best to coordinate a uniform consensus for the benefit of the Interested Parties and the SFRPC. The Mediator shall evaluate and confirm the spokespersons for each of the Interested Parties, which may include legal counsel. 4 . 2 It shall be the single-minded objective of the Mediator to provide a full and fair hearing of the issues, a review of the facts and circumstances, and to provide for an efficient and orderly hearing or hearings for a successful mediation of the issues set forth between the Interested Parties. Each party shall be given a fair chance to present their concerns/issues and the Mediator shall be satisfied that he is being adequately informed by the Interested Parties to enable him to comprehend these issues with all procedural efficiencies to be effectuated based upon the allocation of public funds for the express purposes of this mediation process. 4 . 3 The Mediator shall be bound by the Code of Professional Responsibility for Mediators as the same may be amended from time to time in addition to any other professional the Mediator organization which would bind to ethical standards equal to or greater than those set forth for mediators. 4 . 4 The Mediator covenants and agrees that this Agreement is subject to the Participatory Agreements entered into ' between the interested parties and the SFRPC, providing for Dispute Resolution pursuant to Chapter 380, Florida Statutes which describes, defines and characterizes the process for addressing disputed issues and matters affecting the project known as the Fort Lauderdale/Hollywood International Airport Development of Regional Impact Substantial Deviation. 5. 0 FEE SCHEDULE Prior to mediation occurring, the fee for services to be rendered, and the allocation for payment of these fees shall be agreed upon by the SFRPC and interested parties. Extraordinary expenses will be discussed and agreed upon prior to being incurred. 6. 0 SOURCE OF FUNDS The parties recognize and agree that the source of the funds for the services to be rendered pursuant to this Agreement shall be paid for by the City of Dania, the City of Fort Lauderdale, and Broward Countv as proportioned in the Participatory Agreements. The Interested Parties shall not be responsible for any funds other than those specifically set forth in the respective Participatory Agreements of such interested parties. 3 i 7 . 0 TERMINATION OF THE MEDIATION At any time during the course of the mediation any party and any interested party shall have the right to terminate the mediation. Termination of the mediation shall be r by s onfirmed by the execution of a settleme I tagre d nt, o that mediation ri declaration of any party or anyto proceedings are terminated. Notice of a intent the termiothenate shall be in writing and shall be served by paragraph shall be and interested parties. rties Nothing in this p ara g construed to limit the parties' ability to earlier terminate this contract by mutual consent. 8. 0 REPORTING BY THE MEDIATOR ement the The Mediator shall provide a written 10 a b sinessfdays •�. events and outcome of each meeting within ten 7 following each meeting. Within thirty (30) calendar days after 1* nt, the the conclusion resent to the of a oInterested Parties n with or and theSFRPC a Mediator will p ; report of the results of the mediation process. I MISCELLANEOUS This Agreement may not be assigned by any party. �. V This Agreement shall not inure to except any interested benefit fparty be enforceable by, any third party, shall have the rights herein stated. 10 . 0 Mutual Obliaations. The parties hereto covenant and agree to mutually communicate and cooperate, each with the other, to assure that the terms, conditions and provisions hereof are complied with by the parties hereto and that no violation or continuing violation is left unattended, unabated or uncured. 11. 0 Modifications or Amendments: 11. 1. It is understood and agreed that this Mediation Agreement incorporates and includea regiments all rior negotiations, correspondence, conversations, g undertakings applicable to the matters contained herein toe parties agree that there are no commitments , agreements undertakings concerning the subject matter of this Agreementisagreed are not contained in this Agreement. Accordingly' it redicated upon that no deviation from the terms hereof shall be p any prior representations or agreements whether oral or written. 4 t 11.2 It is further agreed that no modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written documant executed with the same formality and with equal dignity herewith. 11. 3 This Mediation Agreement shall be executed in at least five (5) counterparts, each of which shall be deemed to be a duplicate original. 12 . 0 Applicable Law: 12 . 1 This Agreement is executed and is to be performed in the State of Florida, and shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any litigation arising hereunder shall be in Broward County, Florida. 13 . 0 Attorneys Fees and Litigation: 13 . 1 In connection with any litigation arising out 1 ' of this Mediation Agreement, the prevailing party shall be entitled to recover all costs incurred, including a reasonable attorney' s fee at both the trial and appellate levels. This and all other provisions of this Agreement shall survive the 3 h execution of this transaction. � s 14 . 0 Approvals and waiver: q, 14 . 1 wherever any approval is required hereunder, u it shall not be unreasonably withheld. 15. 0 Time of the Essence: 15. 1 The parties covenant and agree that time is of the essence in the performance of any and all obligations contained herein. 16. 0 Gender: 16 . 1 All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine and neuter, singular or plural, as the identity of the party or parties, personal representatives, successor or assigns may require. 5 1 4i V r 17 . 0 Notices: 17 . 1 Whenever any party or interested party desires to give notice, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designated the following as the respective places for giving of notice, to-wit: As to the SFRPC: Mr. Rob Curtis, Project Director South Florida Regional Planning Coumcil 3440 Hollywood Boulevard Hollywood, FLorida 33021 (305) 961-2999 �i As to the Mediator: (to be provided) y f: 18. 0 Survival• 18. 1 Each and every term, condition, provision, covenant, and promise provided for in this Agreement shall transcend and survive execution, and shall continue until otherwise terminated, waived or excused. , r IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives this day of 1991. I SOUTH FLORIDA REGIONAL PLANNING COUNCIL, a body corporate and politic and an agency of the State of Florida BY: CAROLYN A. DEKLE, Acting Executive Director MEDIATOR BY: DATE: 6 t , EXHIBIT "B" ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Escrow Agreement") is made and entered into between BROWARD COUNTY, a body corporate and politic and an agency of the State of Florida, its successors and assigns, THE CITY OF FORT LAUDERDALE, a Florida municipal corporation, the CITY OF DANIA, a Florida municipal corporation (hereinafter collectively referred to as the "PRINCIPALS") and whose address is "ESCROW AGENT") . (hereinafter referred to as WHEREAS, the PRINCIPALS desire that ESCROW AGENT hold certain property as described on Exhibit "1" attached hereto r, ("Property") pursuant to certain instructions set forth on Exhibit 112" attached hereto. Exhibit 111" and Exhibit 112" are hereinafter referred to as "Documents" ; and WHEREAS, ESCROW AGENT has agreed to act as ESCROW AGENT for the Property on the terms and conditions now about to be set forth. J 4 NOW THEREFORE, in consideration of the covenants and agreements set forth herein and other good and lawful F`yy consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. 0 ESCROW. A. ESCROW AGENT agrees to hold all of the Property in escrow subject to the terms and conditions contained in this Escrow Agreement and the Documents. The provisions of this ' Escrow Agreement shall control in the event of any conflict between the provisions hereof and the provisions of the Documents. B. Unless otherwise provided for in this Escrow Agreement or any addendum hereto, ESCROW AGENT shall disburse the 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 constructive notice whatsoever. D. In the event instructions from the PRINCIPALS would require ESCROW AGENT to expend any monies or incur any cost, ESCROW AGENT shall be entitled to refrain from taking any action until it receives payment for such costs. 1 t rf ' Y: r E. The PRINCIPALS acknowledge and agree that nothing in this Escrow Agreement shall prohibit ESCROW AGENT from (1) serving in a similar capacity on behalf of others or (2) acting in the capacity of attorneys for one or more of the PRINCIPALS in connection with any matter. 2 . 0 RELEASE OF ESCROWED PROPERTY. A. ESCROW AGENT agrees to release the Property in accordance with the terms and conditions set forth in the Documents, 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 of the PRINCIPALS or from third persons with respect to the Property or any other sums or things which may be ,^ held hereunder, which, in its sole discretion, are in conflict with any provision of this Escrow Agreement and/or the Documents, �t if any, ESCROW AGENT shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by all of the PRINCIPALS and said third parties, if any, or by a final order or judgment of a court of competent jurisdiction. i C. If all or any portion of the Property delivered to IESCROW AGENT is in the form of a check or in any form other than h,t 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 Property is returned to ESCROW AGENT unpaid, ESCROW AGENT shall notify the applicable PRINCIPALS for further instructions. 3 . 0 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 Property and for the disposition of same in accordance with the Documents, and the Escrow Agreement. Each City hereby indemnifies ESCROW AGENT and holds it harmless to the extent permitted by law, 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 any of the CITIES. In connection with any litigation arising out of this Escrow Agreement, the prevailing party shall be entitled to recover all costs incurred, including a reasonable attorney' s fee at both the trial and appellate levels. This and all other provisions of this Escrow Agreement shall survive the execution of this transaction. The ESCROW AGENT shall be vested with a lien on all Property held hereunder which is deliverable to 2 ,_ r M1 ' PRINCIPALS under the terms of this Escrow Agreement, for indemnification, attorneys fees, court costs arising from any suit, inte'rpleader 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 any of the PRINCIPALS and/or any third party as to the correct interpretation of this Escrow Agreement and/or the Documents, and instructions given to ESCROW AGENT hereunder, or otherwise, with the right of ESCROW AGENT, regardless of the instructions aforesaid and without the necessity of instituting any action, suit or proceeding, to hold the Property until and unless said additional expenses, fees and charges shall be fully paid. B. Broward County agrees to be responsible and liable for all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, which the ESCROW AGENT may incur as a result of the negligence of Broward County, its Employees, Officers or Agents. Nothing herein shall be construed as a waiver by Broward County of its soverign l; immunity.It is further agreed that ESCROW AGENT shall have the right to utilize the services of any attorney of its choosing so long as such attorney is duly admitted to practice law in the i; State of Florida as prescribed by the rules of the Florida Bar. 1 4. 0 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 Property, ,Z ESCROW AGENT shall, at its option, either (1) tender the Property to the registry of the appropriate court; or (2) disburse the Property in accordance with the Court's ultimate disposition of the case, and the CITIES hereby, jointly and severally, ' indemnify and hold ESCROW AGENT harmless to the extent permitted by law, 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. B. In the event ESCROW AGENT tenders the Property to the registry of the appropriate court and files an action of interpleader naming the PRINCIPALS and any affected third parties from 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 the CITIES hereby, jointly and severally, indemnify and hold ESCROW AGENT harmless to the extent permitted by law, from and against any damages or losses arising in connection therewith including, but not limited to, all costs and expenses incurred by 3 i a li Y. 1 ` ESCROW AGENT in connection with the filing of such action including, but not limited to, reasonable attorney's fees and court costs at all trial and appellate levels. 5. 0 TERMS 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 of the PRINCIPALS of cancellation of designation of ESCROW AGENT to act and serve in said capacity, in which event, cancellation shall take effect no earlier than ten (10) business 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 all of the PRINCIPALS of its desire to so resign; provided, however, that resignation of ESCROW AGENT shall take effect no earlier than ten (10) business 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 documents. u j B. In the event all of the PRINCIPALS fail to agree to a el, successor ESCROW AGENT within the period described hereinabove, ESCROW AGENT shall have the right to deposit all of the Property held hereunder into the registry of an appropriate court and request judicial determination of the rights between the CITIES and the County, by interpleader or other appropriate action, and the CITIES hereby, jointly and severally, indemnify and hold ! ESCROW AGENT harmless to the extent permitted by law, from and against any damages or losses in connection therewith C. Broward County agrees to be responsible and liable for any damages or losses in connection therewith as a result of the negligence of Broward County, its Employees, Officers or Agents. Nothing herein shall be construed as a waiver by Broward County of its sovereign immunity. Upon termination of the duties of ESCROW AGENT in either manner set forth in subparagraphs 1 and 2 of Paragraph A of this Article V, ESCROW AGENT shall deliver all of the Property to the newly appointed ESCROW AGENT designated by the PRINCIPALS, 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 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 of the PRINCIPALS and the ESCROW AGENT. In no event shall any modification of this ESCROW AGENT which shall affect the rights or duties of ESCROW AGENT, be binding on ESCROW AGENT unless it shall have given its prior written consent. 4 4 M: 6 . 0. 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 the third la after mailing States registered or certified mail, returnreceipt requested,l 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: A 7. 0 CHOICE OF LAW AND VENUE. This Escrow Agreement shall be by construed in accordance with the laws of the Statened of Floridan 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. 8 . 0 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 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 construed or considered as a waiver of any other right, power or remedy. 5 t r 9 . 0 BINDING AGREEMENT. This Escrow Agreement shall be binding upon all of the PRINCIPALS and ESCROW AGENT and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this day of 1991. signed, sealed and delivered in the presence of: PRINCIPALS BROWARD COUNTY, a political subdivision of the State of Florida �! By: Chair t ATTEST: Ir CITY OF FORT LAUDERDALE, a Florida municipal corporation BY: Mayor ATTEST: CITY OF DANIA, a Florida municipal corporation BY: Mayor 6 t Yi \ V ATTEST: ESCROW AGENT: BY: -h y. {, u � k r 7 n 6i 1 EXHIBIT "1" THIS EXHIBIT "1" CONFIRMS THE DEPOSIT OF THE FOLLOWING FUNDS BY EACH OF THE PRINCIPALS: 1. BROWARD COUNTY $ 2 . CITY OF FORT LAUDERDALE $ 3 . CITY OF DANIA $ TOTAL $ THE TOTAL AMOUNT OF FUNDS DEPOSITED FOR THE PURPOSES OF THIS ESCROW AGREEMENT ARE AS FOLLOWS: 31, TOTAL $ J �+ � II I I i 8 i l t EXHIBIT "2" UPON YOUR RECEIPT OF THE WRITTEN NOTICE, YOU ARE DIRECTED TO DISBURSE FUNDS REFERRED TO IN EXHIBIT "1" AND IN THIS ESCROW AGREEMENT TO THE MEDIATOR ENGAGED BY ALL OF THE PRINCIPALS, WHICH DISBURSEMENT SHALL BE PURSUANT TO THE FOLLOWING AGREEMENTS; MEDIATION AGREEMENT DATED AND PARTICIPATORY AGREEMENT DATED , 1991, THE FUNDS ARE EXPRESSLY FOR THE PURPOSES SET FORTH IN THOSE AGREEMENTS, AND IN CONNECTION WITH THE PERFORMANCE OF PROFESSIONAL MEDIATION SERVICES INCIDENT TO THE FORT LAUDERDALE/HOLLYWOOD INTERNATIONAL AIRPORT DEVELOPMENT OF REGIONAL IMPACT SUBSTANTIAL DEVIATION APPLICATION CURRENTLY ON FILE WITH THE SOUTH FLORIDA REGIONAL PLANNING COUNCIL, A BODY CORPORATE AND POLITIC AND AN AGENCY OF THE STATE OF FLORIDA. UPON PERFORMING AS SET FORTH HEREIN, YOU SHALL, IPSO FACTO, BE FULLY RELEASED AND DISCHARGED FROM ALL DUTIES AND OBLIGATIONS, AS THEY ACCRUE FROM TIME TO TIME, ALL PURSUANT TO THE TERMS, 11 CONDITIONS AND PROVISIONS OF THE AFOREMENTIONED AGREEMENTS 4, BETWEEN THE PRINCIPALS AND THE SOUTH FLORIDA REGIONAL PLANNING COUNCIL AND PURSUANT TO THE APPLICABLE PROVISIONS OF SECTION 1' 380. 06, (19) , FLORIDA STATUTES; SECTION 186. 509, FLORIDA STATUTES, AS AMENDED INCIDENT TO MEDIATION OF CONFLICTS BETWEEN LOCAL 'j GOVERNMENTS; AND CHAPTER 29J-2 . 008, CONFLICT MEDIATION PROCESS, } a AS SET FORTH IN THE FLORIDA ADMINISTRATIVE CODE. u i j IN THE EVENT THAT ANY INTERESTED PARTY TERMINATES THE MEDIATION AGREEMENT, AS PROVIDED IN THE MEDIATION AGREEMENT AND THE PARTICIPATORY AGREEMENTS, THEN ALL REMAINING FUNDS HELD BY THE ESCROW AGENT SHALL BE RETURNED TO THE INTERESTED PARTIES IN PROPORTION TO THEIR CONTRIBUTIONS UNDER THE PARTICIPATORY AGREEMENTS. 9 i 4 1 a