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ASSIGNMENT AND ASSUMPTION OF MUNICIPAL AGREEMENTS J.K. FINANCIAL INC./CLEARWATER SQUARE/MARIA REAL ESTATE :?> I I ASSIGNMENT AND ASSUMPTION OF MUNICIPAL AGREEMENTS THIS ASSIGNMENT AND ASSUMPTION OF MUNICIPAL AGREEMENTS (hereinafter referred to as the "Assignment") is made and entered into as of this ~ day of December, 1987, by and between J.K. FINANCIAL-CLEARWATER SQUARE, INC., a Florida corporation (hereinafter referred to as "Assignor") and MARIA REAL ESTATE INC., a Florida corporation (hereinafter referred to as. "Assignee"). NJ.~NEQ.Q.E~H For value received, Assignor does hereby assign, transfer, set over and convey unto Assignee, all of Assignor's right, title and interest in, to and under the following instruments, documents and things: (a) Development Agreement dated July 14, 1983, recorded in Official Records Book 5868, Page 1530 of the Public Records of Pinellas County, Florida, as modified by Amendment dated July 25, 1984, with the city of Clearwater, Florida and the Clearwater Redevelopment Agency, now known as the Community Redevelopment Agency of the City of Clearwater (the "Agency"), recorded in Official Records Book 5868, Page 1543 (as modified, the "Development Agreement") ; (b) a lease of a portion of the parking garage owned by the Agency constructed pursuant to the Development Agreement (the "Parking Lease"); and (c) Assignor's interest under all other parking agreements, developer agreements, municipal agreements, or other agreements benefitting and burdening all or any part of the real property located in the City of Clearwater, County of Pinellas, State of Florida, legally described in Exhibit "A" attached hereto and made a part hereof (hereinafter referred to as the "Premises"); (The agreements referred to above are hereinafter collectively referred to as the "Agreements".) To have and to hold the same unto the Assignee, Assignee's successors and assigns, from and after the date hereof, subject, however, to the terms, covenants, conditions and provisions of the Agreements, and the terms and conditions hereinafter provided; 1. Assiqnor's Obliqations. Notwithstanding anything contained herein to the contrary, Assignor shall remain responsible for all obligations, covenants, conditions, and provisions accruing prior to the date hereof with respect to the- Agreements. Assignor shall hold harmless, indemnify and defend Assignee and the Premises from and against any and all liabilities, obligati<;ms, claims, liens or encumbrances in any way related to the Premises and arising or accruing on or before the date hereof, or in any way related to or arising. from any act, conduct, omission, contract or commitment of. Assignor at any time or times on or before the date hereof. 2. Assiqnee' s Obliqations. Assignee hereby accepts the assignment of the Agreements, subject to the terms and conditions hereof, and from and after the date hereof assumes and becomes responsible for and agrees to perform, discharge, fulfill and observe all of Assignor's obligations, covenants and conditions with respect to each of the Agreements, with the same force and effect as if Assignee were the original party thereto. Assignee shall hold harmless, indemnify and defend Assignor from and against any and all liabilities, obligations, claims, liens or This Inslrument was prepared by RICHAnD 1-1. SOLLNEH l'ronarn, SImmons, Kemker, Scharf, Barkin, Frye & O'Neill. P.A. PostOfrico Box 1102 o/'- J-I, I I encumbrances in any way related to the Premises and arising or accruing after the date hereof, or in any way related to or arising from any act, conduct, omission contract or commitment of Assignee at any time or times after the date hereof. 3. Oriqinal Documents. Assignor agrees to deliver to Assignee fully executed originals of any and all Agreements, in Assignor's possession affecting all or any part of the Premises. 4. Notice of Claims. If either Assignor or Assignee receives notice of a claim, lien or encumbrance relating to the Premises which pertains to an indemnification given by the other party hereunder, the party receiving such notice shall give prompt written notice of the same to the other party. 5. Notices. Any notice or demand that is permitted or required by this Assignment shall be in writing, and shall be deemed to have been given when personally delivered, or one (1) day after deposit into Federal Express or other prepaid courier service that guarantees overnight delivery, or three (3) days after deposit in the united states mail, certified or registered, return receipt requested, full postage prepaid, addressed to the party for whom such notice is intended as follows: If to Assignor: J.K. FINANCIAL-CLEARWATER SQUARE, INC. Mr. John Kearney 601 Cleveland Street Clearwater, Florida 33515 If to Assignee: MARIA REAL ESTATE INC., c/o Citicorp Real Estate, Inc. 2502 Rocky Point Road, suite 695 Tampa, Florida 33607 The above addresses may be changed from time to time by the party holding such address, by the giving of a written notice designating the new address for future notices. Notice given by any means other than as set forth in this paragraph shall be effective only upon actual receipt by the party for whom the notice is intended. 6. Successors and Assiqns. The terms, covenants, conditions and warranties contained herein and the powers granted hereby shall inure to the benefit of, and shall bind, all parties hereto and their respective successors and assigns, all tenants and their subtenants (if any). 7. Jurisdiction. Assignor and Assignee agree and consent to the jurisdiction of the courts of the State of Florida in all matters of construction, interpretation or enforcement of this Assignment. 8. Severability. If any provision of this Assignment or the application hereof to any entity, person, or circumstance shall be held to be invalid or unenforceable to any extent, the remainder of this Assignment and the application of its provisions to other entities, persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent permitted by law. . 9. Third Party Beneficiaries. It is expressly agreed by Assignor that this Assignment shall not be construed or deemed made for the benefit of any third party or parties. 10. Entire Aqreement. This document contains the entire agreement of the parties concerning the assignment of the Leases, Agreements, Warranties and Rents between them. No variation, - 2 - I I modifications or changes herein of hereof shall be binding upon any party hereto, unless set forth in a document duly executed by, or on behalf of, such party. 11. Construction. Whenever used herein and the context requires it, the singular number shall include the plural, the plural the singular, and any gender shall include all genders. 12. Governing Law. The parties agree that the law of the state of Florida shall govern the construction, interpretation and enforcement of this Assignment. 13. Attorneys' Fees. In the event that any legal action or proceedings, whether at law, in equity or otherwise, are instituted to construe, interpret or enforce the provisions of this Assignment or to declare the rights or obligations of the parties hereunder, the prevailing party shall be entitled to recover reasonable attorneys' and legal assistants' fees and costs of the action or proceedings incurred whether before, during or at trial, on appeal or in federal bankruptcy proceedings. IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the day and year first above written. We have read and fully understood the meaning and effect of this document. ATTEST: J. K. FINANCIAL-CLEARWATER SQUARE, INC. a Florida corp- oration ::> "ASSIGNOR" delivered witnesses: MARIA REAL ESTATE INC., a Florida corporation BY: ~ $/h-- Howard Baskin As Its: Vice President "ASSIGNEE" - 3 - .. ! I I STATE OF FLORIDA COUNTY OF p"J7ell',J ) )ss. ) The foregoing instrument _=~;~t:y &~ IJ~C~~~le:/1 1987, Presldent and / CLEARWATER SQUARE, INC., corporation. was acknowledge~ before me this by J?; ll/ G. 11:.."';(.1.. II ll<f'l ' and , respectively, he Secretary of J. K. FINANCIAL- a Florida corporation, on behalf of the (NOTARIAL SEAL) )/Z '~ ,,' , !\., / ,.-;/2-<L.-' ..- -~ Not~ry Public My Commission Expires: tJt"--o, 00. I-iiy, [' ""~: I. LEE . I: '". "':1 ;.;'22,1990 STATE OF FLORIDA /) , I ~i'eflllt~J COUNTY OF H~:B@ROllGH ) ) ss. ) 3 The foregoing instrument was acknowledged before me this o day of December, 1987, by Howard Baskin, the Vice President of MARIA REAL ESTATE INC., a Florida corporation, on behalf of the corporation. (NOTARIAL SEAL) ) ~ ,,--) /~.// , ' \.-, ,..,.:::,'- .;....---. J;J v.Y2~e ~,~ <- Notary Public My Commission Expires: ';'''''''' :/:t -,:, ~ ." Ii " ri- -,;;-;';;~ __'''~1l.:-1,.'f'':I':: M,~"-'J1"; :,..:::: Sf,'" ':(.1:1 My COnllll C'" .:'Y 22, 1990 pdm@crei@jkfinan@agmts.asg PDM/flq 12/22/87 - 4 - I I EXHIBIT "A" PARCEL I: Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public records of Hillsborough County, Florida, of which pinellas County was formerly a part, as a point of reference; thence N. 89 045' 53"W., along the southerly right-of-way of Park Street (Park Avenue - Plat) (A 60 foot right-of-way) 218.94 feet; thence S. 00014' 07"W., 15.00 feet to a point on the face of a precast concrete wall, said point being the point of beginning; thence continue along the face of said wall S.89045'53"E., 189.21 feet; thence S.00014'07"W., 206.42 feet; thence N.89045'53"W., 94.38 feet to point "A" for convenience; thence N.89045'53"W., 94.83 feet to the intersection of the face of said precast concrete wall and the face of a masonry wall; thence N.00oI4'07"E., 206.42 feet to the point of beginning. The lowest limits of said air space being the bottom of the support beams for the third floor of the parking garage at the lowest level of said beams, having an elevation of 43.71 feet. The upper limits of said air space being an elevation of 64.21'; elevations referenced to National Geodetic vertical Datum of 1929, Mean Seal Level - 0.00. PARCEL II: Commence at the aforedescribed point "A" as a point of reference; thence N.00oI4'07"E., 184.21 feet to the point of beginning of a 63.00 foot strip being 31.50 feet on each side of the following described line; thence S.00oI4'07"W., 162.0 feet to the point of termination. The lower limits of said air space being an inclined plane along the bottom of the support beams for the ramp leading from the second to third floor of the parking garage. The lower point of which is the point of beginning having an elevation of 35.71'; the upper point of which is the Southerly boundary thereof having an elevation of 43.71'. The upper limits of said air space being the lower limits of Parcel No. 1 above described. PARCEL I II LOTS 1, 2, 3 AND 4, BLOCK "13", OF GOULD AND EWINGS 1ST AND 2ND ADDITION TO CLEARWATER - HARBOR, FLORIDA ACCORDING TO A MAP OR PLAT THEREOF RECORDED IN PLAT BOOK 1, PAGE 52 OF THE PUBLIC. RECORDS OF JlILLSBOROUGH COUNTY, FLORIDA OF WHICH PINELLl\S COUNTY WAS FORMERLY A PART, LESS ROAD RIGHT-OF-WAY, TOGETHER WITH THAT PORTION OF SAID BLOCK "13", WHICn WAS FORMERLY AN ALLEY, RUNNING EAST AND WEST TllROUqH SAID BLOCK "l3", ALSO VACATED RAILROAD RIGHT-OF-WAY DESCRIBED AS FOLLOWS: BEGIN AT TilE SOUTHEAST CORNER OF SAID LOT 2, BLOCK "13", RUN THENCE EAST, ALONG THE NORTHERLY RIGHT-OF-WAY OF PARl< STREET, . 60.18 FT. THENCE NORTHERLY ALONG THE EASTERLY RIGHT-OF-WAY LINE OF SAID RAILROAD RIGHT-OF-WAY ALSO THE ~EST LINES OF LOTS 7 & B, BLOCK "20", OF SAID GOULD AND EWINGS 1ST AND 2ND ADDITION, 229.0 FT. m.o.l. TO THE SOUTHERLY RIGHT-OF-WAY LINE OF CLEVELAND STREET; THENCE WEST, ALONG SAID RIGHT:"'OF-WAY LINE, 60.18 FT. THENCE SOUTH, ALONG THE WESTERLY RIGHT-OF-WAY . LINE OF SAID RAILROAD RIGHT-OF-WAY LINE ALSO THE EASTERLY LINE OF LOTS 2 AND 3, BLOCK "13", OF SAID GOULD AND EWINGS 1ST AND 2ND ADDITION, 228.93 FT. m.o.1. TO THE POINT OF BEGINNING. ALL BEING IN SECTION ]J;, TOWNSHIP 29 SOUTH, RANGE 15, EAST, PINELLASCOUNTY, FLORIDA. - .. I, ALSO DESCRIBED AS: I BEGINNING AT TilE, SOUTHEAST' CORNER OF LOT 2, BLOCK 13 OF SAID GOULD AND Er:INGS 1ST, AND 2ND ADDITION; THENCE ALONG THE NORTHERLY RIGHT-Or-WAY OF PARK STREET (PARK' l\VENUE- PLAT) (A 60 FOO';' RIGHT-OF-WAY), N. 890,45" 53' W., 110.22 FEET TO THE SOUTHWEST CORNER or LOT 1, BLOCK 13, OF SAID GOULD AND EWINGS 1ST AND 2~D ADDJT] ON; THENCE l\l.ONG TilE EASTERN RIGHT-OF-\oJAY OF SOUTV GARDE~: AVENUE N. 000 02",16' E., 227.94 FI:;E'f TO THE APPARENT SOUTHERlY RIGHT-OF-WAY LINE OF CL~VELAND STREET AS IT NOW EXISTS; THENCE S. 890 50" 01' E., 189.03 FEl':'r TO THE EASTERLY LINE OF THE VAC1..TFD S.C.L.H.C. RIGHT-OF-HAY; THENCE S. 040 42" 26' W., 228.86 FEET (229.00 FEET, DEED) TO Till:: NORTHERLY HIGIIT-OF-WAY OF PARK STRC1-"1. (PARK l,VENUE - PLAT) '(A GO' FOOT RIGHT-OF-W!\Y); THENCE 1\. 890 45" 53' W., 60.1R FEET TO TilE POINT OF BEGINNING. '.