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Home My WebLink AboutR-2000-019 w. RESOLUTION NO. 2000-019 ® 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., AND HARBOUR TOWNE ASSOCIATES RELATING TO THAT CERTAIN LEASE AGREEMENT DATED MAY 28, 1980, BETWEEN THE CITY OF DANIA AND MARINE CONVERSIONS, INC.; PROVIDING THAT ALL RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT WITH THIS RESOLUTION ARE REPEALED TO THE EXTENT OF SUCH CONFLICT; FURTHER, PROVIDING FOR AN EFFECTIVE DATE.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 that certain 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. and Habour Towne Associates, 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 8t" day o EBRU , 20 INN BERTINO MAYOR-COMMISSIONER ATT T: ROLL CALL: MAYOR BERTINO - YES ' VICE-MAYOR MCELYEA- YES '8HERYL C APMAN COMMISSIONER ETLING - YES ACTING CITY CLERK COMMISSIONER MIKES - YES APPROVED AS TO ORM AND CORRECTNESS: BY: TH J. ANSBRO CI Y ATTORNEY RESOLUTION NO. 2000-019 • 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 1970 MIAMI, FLORIDA 33131 ASSIGNMENT OF LEASE AND ASSUMPTION OF OBLIGATIONS This Assignment of Lease and Assumption of Obligations (the "Assignment") is dated as of February_, 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 t ("Southeast"), and Harbour Towne Associates, a California general partnership ("Harbour Towne"). i. 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 to the Lease Agreement dated May 28, 1980. i 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. 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$640,516.38, 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 • by all three parties to this Agreement. 2 MH/99/HT Southeast assign of lease.doc 2/7/00 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 Soutltcast 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 Lease accruing on or after, the Effective Date. 2.5 Harbour Towne and Southeast hereby agree that the Sublease Agreement dated December 31, 1988 between Southeast and Harbour Towne shall be terminated as ofthe Effective Date, provided however that the provisions of paragraphs 2.01 and 5.01 shall remain in full force and effect. ® 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 the City of Dania,Beach. 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 NIH/99/HT Southeast assien of lease.doc 2/7/00 02/11/00 FRI 13:17 FAX 100, 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, admin istrators and successors or assigns. 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: Qwc1^1 SOUTHEAST BANK, N.A., as Trustee �ggnr 62«' By: itne Wssg ecl: ��— Print Name:, A,111 Z. Successor Agent Date: Address: 655 N. Powerline Road Suite 408 Fort Lauderdale; FL 33309 ® 4 MH19.WHT Southeast assii:n of leas,_2/7/00 02/11/00 FRI 13:17 FAA C oot "Harbour Towne" 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 Witn ss (Sign) AreyEllis, Vice President Print Name: RUT.—,1 L-pc K _ Date: - " 07 Witness (Sign) Print Name: Sa-J m c% b�Q- c, By: PS Marinas 4, a California Limited P=- iership By: Westrec Investors. Inc. a California corporation its corporate general partner L A" Z By: Wi ess (Sign) J ffrey . Ellis, Vice President Print Name: FZUTH r!fitness Date: 7 --7 -dam Witness (Sign) Print name: 5 Q- — (L r- Address: 16633 Ventura Boulevard 6`' Floor Encino, California 91436 5 ti1WO HT$ou�hcast ass-tzn or lea-e 2/7100 CITY DANI ACH By. M.B'rtino, Mayor Attest: l ; Sheryl Chap=in M el W Smith Acting City Clerk C' ana er (SEAL) Signed day of 2000 Approved As To Form and Correctness: By: • Thomas Ansbro, City Attorney Address: 100 West Dania Beach Blvd., Dania Beach, FL 33004 • • 6 MH/99/HT Southeast assign of lease.doc 2/7/00 02/11/00 FRI 13:18 FAX 0o • STATE OF CALIFORNIA COUNTY OF LOS ANGELES On JF.b►'(e eLt'Ij" 20 before me, Debbie-, KeneJoY , Notary Public, personally appeared Etc , personally known to e to be the person whose name is subscribed to thew thin 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. DEBBIE KCNwORTHY r � n Commission 1149826 _ Not -� Notary Pudic-Colifornic Los Angeles County - 11,y Comm. AU;:;19,_ 71 .. • 7 MW99 fT Southeu;t a„i �n of icasc 2;7i00 02./11%00 FRI 13: 18 FAX 000 ® STATE OF FLO R1DA COUNTY OF BRO WARD On before me, �� ,15;Notary Public, personally appeared Jeffrey H. Beck, Successor Agentt, pe sonally 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 pennon acted, executed the instrument. Witness my hand and official seal. L CAV" ac.lais12000 OICCY5:9-3570 70 n i t OtRar t.Q, Not STATE OF FLORIDA COUNTY OF BROWARD On before me, , Notary Public, personally appeared John M. Bertino and Michael W. Smith, as Mayor and City Manager, respectively, of the City of Dania Beach, 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 9 MH/99/HT Southeast assign of lease.doc 2/7/00 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 10 MH/99/HT Southeast assign of lease.doc 2/7/00 ® WESTREC MARINAS 16633 Ventura Boulevard•6th Floor,Encino,California 91436-1835 (818)907-0400 FAX(818)907-1104 February 11, 2000 Via Federal Express MI-Charlene Johnson City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 Re: Assignment of Lease and Assumption of Obligations Dear Ms. Johnson: Enclosed please find an original Assignment of Lease and Assumption of Obligations.that reflects the modifications you requested. Please have the document executed and notarized where indicated. be picked up. Please call Mr. Jon Chassen at(305) 341-3159 when the document is available to If you have any questions, lease feel fee to call eith er her Jon or myself at (818) 907- 0400 extension 243. Sincerely, Jeffrey K. Ellis Chief Financial Officer Enclosures Jeff/2000/.Iohnson 0211 Itr.doc