The URL can be used to link to this page

Home My WebLink AboutR-2001-029 RESOLUTION NO. 2001-029 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE AN ASSIGNMENT OF LEASE AND ASSUMPTION OF OBLIGATIONS BETWEEN JEFFREY H. BECK, AS SUCCESSOR AGENT TO THE FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVER FOR SOUTHEAST BANK, N.A., AS TRUSTEE, AND HARBOUR TOWNE ASSOCIATES, INC. RELATING TO THAT CERTAIN LEASE AGREEMENT DATED MAY 28, 1980, BETWEEN THE CITY OF DANIA AND MARINE CONVERSIONS, INC.; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, THAT: Section 1. That the proper City officials are authorized to execute an Assignment of Lease and Assumption Of Obligations between Jeffrey H. Beck, as Successor Agent To The Federal Deposit Insurance Corporation, as receiver for Southeast Bank, N.A., As Trustee, and Harbour Towne Associates, Inc., in substantial form as Exhibit "A", attached. The City Manager and City Attorney are authorized to make minor revisions to such Assignment of Lease and Assumption of Obligations as are deemed necessary and proper for the best interests of the City. 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 FEBRUARY, 2001. (1��11147_ C.K. ELYE�9 MAYOR-COMMISSIONER ATTEST: ROLL CALL: MAYOR MCELYEA-NO VICE-MAYOR BERTINO - YES COMMISSIONER CALI- YES SHERYL CHAPMAN COMMISSIONER ETLING - YES ACTING CITY CLERK COMMISSIONER MIKES - NO APPROVED AS TO FM D CORRECTNESS: BY: �1 THOMAS ANSBR CITY ATTORNEY RESOLUTION NO. 2001-029 THIS INSTRUMENT PREPARED BY • MARCIA HANSEN AND WHEN RECORDED RETURN TO: JON CHASSEN, ESQ. KLUGER, PERETZ, KAPLAN& BERLIN, P.A. 201 SO. BISCAYNE BLVD., SUITE 1= 1706 MIAMI, FLORIDA 33131 ASSIGNMENT OF LEASE AND ASSUMPTION OF OBLIGATIONS This Assignment of Lease and Assumption of Obligations (the "Assignment") is dated effective as of March_, 2000 and is made by and between Jeffrey H. Beck, as Successor Agent to the Federal Deposit Insurance Corporation, as Receiver for Southeast Bank,N.A., as Trustee ("Southeast"), and Harbour Towne Associates, Inc., a Florida corporation ("Harbour Towne"). 1. Recitals. . 1.1 Pursuant to the Assignment of Lease Agreement dated July 1, 1986 by and between Southeast and Marine Conversions, Inc., Southeast is the lessee under that certain Lease Agreement dated May 28, 1980, between The City of Dania("Dania") as lessor, and Marine Conversions, Inc. as lessee, as amended by those certain Modifications of Lease Agreement dated January 4, 1985, September 1, 1986 and November 28, 1988 (together the "Main Lease"). The lessee's interest under the Main Lease(the"Leasehold") was assigned to Southeast. The legal description of the Leasehold area is described on Exhibit A. 1.2 Southeast desires to grant, convey and assign to Harbour Towne all of Southeast's present and future right, title and interest in the Main Lease, including any interest Southeast may have in the improvements or other property located on or related to the Main Lease property. Mh\99\HT South(3)12/14/2000 . 1 1.3 In order to accomplish the foregoing conveyance and the assumption by Harbour Towne of the obligations and duties of Southeast under the Main Lease, Southeast and Harbour Towne hereby execute and deliver this Assignment. 2. Assignment and Assumption. 2.1 The Recitals set forth above are true and correct and incorporated herein in their entirety by reference. 2.2 Southeast hereby assigns to Harbour Towne all of its rights,title and interest to and under the Main Lease. Southeast represents and warrants that it has good and lawful authority to make this assignment, that its rights in the Main Lease are unencumbered and that all of its lease payments to the City of Dania Beach are current. This Assignment is otherwise without representation, warranty or recourse of any kind and the Main Lease is delivered"AS- IS" and"WHERE-IS." 2.3 Harbour Towne hereby agrees to pay to Southeast $712,500, minus certain "Spread" payments, or a total of$639,933.05, in consideration for Southeast granting, conveying and assigning to Harbour Towne any and all interests it may have in and under the Main Lease as of the date of recordation of this Agreement (the "Effective Date"). Payment shall be by wire transfer or check made payable to "Southeast Bank,N.A." and shall be delivered upon execution of this Agreement by both parties and approval by the City of Dania Beach. 2.4 Harbour Towne hereby accepts the foregoing assignment and agrees to assume each and every duty and obligation of Southeast under the Main Lease on and after the Effective Date. Harbour Towne agrees to defend, indemnify and hold Southeast harmless from and against any claim, liability, loss or expense (including, without limitation, reasonable attorneys' fees) incurred by Southeast as a result of Harbour Towne's breach or default occurring, or failure to perform its obligations as lessee, under the Main Lease accruing on or after the Effective Date. Mh\99\HT South(3) 12/14/2000 2 In addition, Harbour Towne agrees to defend, indemnify and hold Southeast harmless from and • against any claim, liability, loss or expense (including without limitation reasonable attorneys' fees) incurred by Southeast under the Main Lease in connection with events occurring before the Effective Date, other than a claim, liability, loss or expense resulting from Southeast's failure to pay rent under the Main Lease. 2.5 Harbour Towne and Southeast hereby agree that the Sublease Agreement dated December 31, 1988 between Southeast and Harbour Towne Associates and the sub-leasehold estate created thereby, shall not terminate, and shall not merge into the Main Lease, or the leasehold estate created thereby, and that both the Sublease Agreement and the Main Lease and the estates created thereby shall continue to remain in full force and effect. By executing this Assignment, Harbour Towne Associates, a California general partnership and the sublessee under the Sublease Agreement, (i) consents to the Assignment, (ii) guarantees Harbour Towne's • performance under the Main Lease to the City of Dania Beach, and(iii) agrees to defend, indemnify and hold Southeast harmless from and against any claim, liability, loss or expense (including, without limitation, reasonable attorney's fees) incurred by Southeast as a result of Harbour Towne's breach or default occurring, or failure to perform its obligations as lessee, under the Main Lease occurring on or after the Effective Date, as well as against any claim, liability, loss or expense (including, without limitation, reasonable attorney's fees) incurred by Southeast under the Main Lease in connection with events occurring before the Effective Date, other than a claim, liability, loss or expense resulting from Southeast's failure to pay rent under the Main Lease. 2.6 Notwithstanding anything to the contrary herein, this Assignment is subject to the express written approval by the City of Dania Beach of the assumption and assignment of the Main Lease, and the full release of Southeast(in a form and manner acceptable to Southeast) by Mh\99\HT South(3)12/14/2000 3 the City of Dania Beach from any responsibility or liability whatsoever under the Main Lease for events occurring on or after the Effective Date. Harbour Towne shall be responsible for obtaining said approval and release. 3. Miscellaneous Provisions. 3.1 Counterparts. This Assignment may be executed in counterparts. Facsimile signatures may be accepted in lieu of originals. 3.2 Governing Law. This Assignment shall be governed by the laws of the State of Florida. 3.3 Severability. If any terms or provision of this Assignment shall be found to be invalid and unenforceable, the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way. 3.4 Successors and Assigns. The provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective personal representatives, heirs, executors, administrators and successors or assigns. Mh\99\HT South(3) 12/14/2000 4 IN WITNESS WHEREOF, this Assignment of Lease and Assumption of Obligations has been executed as of the date first mentioned above. "Southeast" Witness (Sign) Print Name: �M6 WAJM - Southe t Bank,N.A., as Trustee ,Q /J, O/,J-c,,) By: Witness (Sign J f e eck Print Name: Sm-1cessor Agent Date: f �( Address: 6555 N. Powerline Road Suite 408 Fort Lauderdale, FL 33309 "Harbour Towne" Harbour Towne Associates, Inc., a Florida corporation By: Witness (Sign) ffiey 1,C Ellis Print Name: fi4fiR44 12- plDYales Vice President Date: i ess (Sign)/ Print Name: G-/��'� ��s Address: 16633 Ventura Boulevard 6th Floor Encino, California 91436 Mh\99\HT South(3) 12/14/2000 5 • "Harbour Towne Associates" HARBOUR TOWNE ASSOCIATES, a California general Partnership By: PS Marinas 3, a California Limited Partnership By: Westrec Investors, Inc. a California corporation its corporate general partner By: ��,4 //-,x �& Witness (Sign) Jeffre K. Ellis Print Name:/y+^4 ✓NDtvGlej Vice President -- - Date: /2 ld-- i ess (Sign)/ n Print Name: By: PS Marinas 4, a California Limited Partnership ® By: Westrec Investors, Inc. a California corporation its corporate eneral partner GL I By: Witness (Sign) of rey . Ellis Print Name: 16+021 Vice President Date: 12-18 fitness (Sign) ' Print Name: Address: 16633 Ventura Boulevard 6th Floor Encino, California 91436 Mh\99\HT South(3) 12/14/2000 6 • Approved and accepted: The City of Dania Beach, hereby expressly releases Southeast Bank from any responsibility or liability whatsoever under the Main Lease for events occurring on or after the Effective Date. CITY OF DANIA BEACH By: ° Mayor tt st: By: City Cl rk J Citj M na r (SEAL) Signed��day o , 2000- Approved As To Form and orr ctness: � By: bAr'- / Thomas Ansbro, &ty Attorney Address: 100 West Dania Beach Blvd., Dania Beach, FL 33004 Mh\99\HT South(3)12/14/2000 7 STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , '. �L-) before me, rni ��? Qj'lc , Notary Public, personally appeared ,j!j , personally known to me to be the person whose name is subscribe to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. MCHEUE MOREPlo Notary tbv6, Mh\99\HT South(3)12/14/2000 8 NAR-07-2001_ WED 04:51 PN WEISS SEROTA HELFNAN FAX NO, 954 764 7770 P. 03 STATE OF FLORIDA COUNTY OF DROWARD 0112- 27-01 before ine, Jon Chassen -� Notary public, pe.:sonally appeared -K•MCE1yea and M.ichaol smit b as Mayor and City Managcr, respectively, of the City of Dania Beach, personally known to me to be the persoi i whose name is subscribed to the within insirument rind acknowledged to me that he executed the same in his authorized capacity, and that by his simature on the instrument the p-r9on or entity upon behalf of which the person acted, executed the instrument, Witness my and and official seal. Notary 'i�-=�- Joq Chiffon s•#� W COMMISSION Y Cl;W4W E7iPIRES r July 11,2001 . n L 50NOID THPU-OW MIN INSM&E.WC, ti ih1991N!'Sauth(3)1.J14I2000 9 TTn[M LT Q3� T0/87./7.0 • STATE OF FLORIDA COUNTY OF BROWARD On bcc• 19, z000 before me, ic Qucr , Notary Public, personally appeared Jeffrey H. Beck, Successor Agent to the FDIC as Receiver for Southeast Bank, N.A., as Trustee, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary z ,.;�;•y _ Daniel B.Owen MY COMMISSION# CC912912 EXPlItES February A 2004 kf.tt BONDED THRU TROY FAIN NSURANCE W Mh199%U South(3) 12/14/2000 10 • Exhibit A "PREMISES" All of Harbour Towne Marina, according to the Plat thereof, as recorded in Plat Book 118,page 34 in the Public Records of Broward County, Florida. Mh\99\HT South(3) 12/14/2000 11 MAR-074011 f'ED 04:51 PM WEISS SEROTA HELFMAN FAX NO. 954 764 7770 P. 02 LAW OFFICSS • 1KLUGER,ftRKTZ,KAPLAN&BERLIN,P.A. Miami Center Sawatccuth Moor 201 5o.Bircayu Blvd, AI AN J_KLUGER Miami,'Flarida 33131 TODD A-LEWNE ASSEY L KAPLAN fe hone: 05 DEB,)RAH B.TALENFELD ra STEVEN I.PFRFTL p (3 )379-9V(1(1 MICHAEL S.PCRSE HOWARD J.BERLIN Broward Lino: (954 729.8100 JASON S,OLETSKY JON CHASFI=N Facsimile: (305�379-3428 STiZPHEN M.GAFFIGAN STEVE I.SILVFRMAN MICHAEL P.SEES[ BRUCE A.KATZEN Fort Lauderdale Office TERRI MEYERS ANDREW P.GOLD Telephone: (954)761.1100 SEtH HONOWITZ MICHAEL S,CHI:SAL Facsimlle; (954)7614138 JENA E.RISSMAN ELIOT C.ABBOTT D.FE1NANDO BOBADILLA GREGORY P.13ORGOGNONI JASON R.MARKS MICHAEL.D.CHRENSTEIN REPLY TO: EUGENIA CHID RONNY J.FIALPERIN Miami ANDREW H.KAYTON C.MARK ROBSON STUART R.SILVER DF S;OUN7C(.' RICHARC SHAKPSTEIN ROSERT S.GEIGER February 28,2001 Toni Arlsbro, Esq. YIA'I'Ele-FCOPY Weiss, se-rota 954764.7770 3 l 11 Sterling Road, Suite B Ft. Lauderdale,Florida 33312 Re: Harbour Towne Lease • bear Tom: I.wanted to drop you this short note to let you know how much I appreciate yiur efforts in connection wirh the referenced matter last night. Enclosed please find a copy of the ft lly executed, witnessed and notarized Assignment t;nd Assumption. Please provide a copy ofthe pa;;c containing the notary acknowledgment of the City's cxccutiop of the document to your assistant city clerk(she already has a copy of the entire document prior to our notarization of it), We will be in touch with you in the next day or two in ate effort to finalize the issue of the asioppel letter being requested by Wachovia Bank,Bank of America and Harbotlr Towne. Very truly yours, K.LUGER,PERETZ,KAPLAN &BET:LIN,PA. on sen JC/dt Enclosure cc: Jeffrey Ellis (via telecopy w/o encl) F.S. Please provide us with a copy of the Resolution which was passed last night a-:ycmr earliest possible convenience. If the Resolution dots not indicate who voted for ar.d against the .Resolution, please advise us as to who (beside Conanissioner Mikes) voted against the Resolution, Thank you. Jc r:ot)ntA1W ORLDOX1Tr12Q25�00!6u►tQR2R91a•W ru zilaZ YHd Ct=LT o2l61 WqZ/Zo MAR-07 '001 ,WED 04:51 PM WEISS SEROTA HELFMAN FAX NO, 954 764 7770 P. 01 WEISS SEROTA H ELFIYI.AN PASTORIZA & GUEDES, P.A. 3111 Stirling Road, Suite B Fort Lauderdale, FL 33312 Telephone (954) 763-4242 TeIecopier (954) 764-7770 CONFIDENTIAL TO: Charlene Johnson, Deputy City Clerk Fax: 921-2604 FROM: Tom Ansbr(,. J COMMENTS: CJ - following is Mr. Chassen's letter of 02-25-01 and the page he mentions. The information contained in diis transmission is attorney privileged and confidential. It is intended only for the use of the indiviAJI Or entity naulcd above. If the reader of this message is not the intended recipient, you are hereby notified that ally dissemination, distribution or copy of this communication is strictly prohibited. If you liave received this coil)1111111icaTion In error, please notify us immediately by telephotle collect and return die original message to us at the above address %*1 t11c U. S, Postal Service, Weill reimburse you for postage. 'Thank you. FILL, NO.: 566.001 DATE: March 7, 2001 NUMBFR OF PAGES INCLUDING COVER SHEET: PLEASE NOTIFY US IMMEDIATELY IF NOT RECEIVED PROPERLY