ASSIGNMENT AND ASSUMPTION OF MUNICIPAL AGREEMENTS MARIA REAL ESTATE INC/MACK CLEARWATER LIMITED PARTNERSHIP
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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 31st day of May, 1988, by and between MARIA REAL
ESTATE INC., a Florida corporation (hereinafter referred to as
"Assignor") and MACK CLEARWATER LIMITED PARTNERSHIP, a Florida
limited partnership (hereinafter referred to as "Assignee").
WIT N E SSE T 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 agree-
ments, developer agreements, municipal agreements, or other agree-
ments 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 col-
lectively 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. ~~s~gnee' s Obligations. 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
respons ible for and agrees to perform, discharge, ful fill 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
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.
2. Original Documents. Assignor agrees to deliver ~o
Assignee t'uTIy executed originals of any and all Agreements, in
Assignor's possession affecting all or any part of the Premises.
3. Notice of Claims. If either Assignor or Assignee
receives notice of a claim, lien or encumbrance relating to the
Premises whicll pertains to an indemnification given by the other
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party hereunder, the party receiving such notice shall give prompt
written notice of the same to the other party.
4. !'loti_ces. 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:
MARIA REAL ESTATE INC.,
c/o Citicorp Real Estate, Inc.
2502 Rocky Point Road, Suite 695
Tampa, Florida 33607
If to Assignee:
MACK CLEARWATER LIMITED PARTNERSHIP
One Mack Center, Seventh Floor
Tampa, Florida 33602
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.
5 . ~_u_~c es sors and As s ~.!!.~. 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).
6. 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.
7. 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.
8. 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.
9 . ~r.!~~re Agreement. This document contains the entire
agreement of the parties concerning the assignment of the Leases,
Agreements, Warranties and Rents between them. No variation,
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.
10. 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.
11. Governing Law. The parties agree that the law of the
State of Florida shall govern the construction, interpretation
and enforcement of this Assignment.
12. Attorneys' Fees. In the event that any legal action or
proceedings, whether at law, in equity or otherwise, are
insti tuted to construe, interpret or enforce the provisions of
this Assignment or to declare the rights or obligations of the
2.
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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:
MARIA REAL ESTATE INC.,
Florida corporation
a
As its
By:
President
Secretary
(CORPORATE SEAL)
"ASSIGNOR"
Signed, sealed and delivered
in our presence as witnesses:
MACK CLEARWATER LIMITED
PARTNERSHIP, a Florida limited
partnership
By:
William Mack
Managing General Partner
As to Assignee
"ASSIGNEE"
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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 0 45' 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. 00.14' 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; thellce N.89045'53"N., 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 ~foredescribed 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 spnce being an inclined plane along
the bottom of the support beam!; for tile 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.
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PARCEL I II
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LOTS 1, 2, 3 AND 4, BL~K "13", OF GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA ACCORDING TO A HAP OR
PLAT THEREOF RECORDED IN PLAT BOOK 1, PAGE 52 OF TilE PUBLIC,
ItECORDS OF IIILLSBOJtOUGII COUNTY, FLORIDA OF WIlICII PINELLI\S COUNTY
WAS FORMERLY 1\ PART, LESS JtOAD RIGHT-Or-WAY, TOGETIIER WITII TIIAT
PORTION OF SAID BLOCK ":13", WIlIcn W1\S FORMERLY AN 1\LLEY, RUHNING
EAST AND WEST THROUGJI 51\10 BLOCK "13", 1\LSO V1\CATED JU\ILR01\D
JlIGHT-Of-WAY DESCRIDED 1\S FOLLOWS: BJ::GIN AT TilE SOUTJlE1\ST CORNER
OF SAID LOT 2, BLOCK "13", RUN THEHCE E1\ST, ALONG TUE NORTIIERLY
RIGHT-Of-WAY OF PARK STREET, , 60.10 fT. TIIENCE NORTHERLY
ALONG TilE E1\STERLY RIGHT-OF-W1\Y LINE OF SAID JU\ILJtOAD
RIGIlT-OF-W1\Y 1\LSO THE ~vEST LINES or LOTS 7 (. 0, BLOCK "20", OF
S1\ID GOULD AND EWINGS 1ST AND 2ND ADDITION, 229.0 FT. m.o.l. TO
THE SOUTHERLY RIGIIT-OF-\'ll\Y LINE OF CLEVELJ\NU STHEE'f: 'l'HENCE WEST,
ALONG SAID RIGIlT:"OF-\'lAY LINE, 60.19 F1'. THENCE SOUTH, 1\LONG TilE
WESTERLY RIGHT-OF-WAY "LINE OF SAID RJ\ILR01\D RIGHT-OF-HAY LINE
ALSO TilE EASTERLY LINE OF LOTS 2 AND 3, BLOCK "13", OF SAID GOULD
1\ND EWINGS 1ST AND 2ND 1\DDITION, 228.93 FT. m.o.!. TO TilE POINT
OF BEGINNING. 1\LL BEING IN SECTION :U;, TOWNSIIIP 29 SOUTH, IW~GE
15, EAST, PINELLAS,COUNTY, FLORIDA. -,
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ALSO DESCRIBED AS:
BEGINNING AT TilE" SOUTIIEAST 'CORNER OF LOT 2, BLOCK 13 or SAID
GOULD AND EWINGS 1ST, AND 2ND ADDITION; THENCE ALONG TilE NORTIIERl.Y
RIGHT-OF-WAY OF PARK STREET (P1\RK' AVENUE '- PLAT) (A 60 FOOT
RIGHT-OF-WAY), N. 990,45" 53' W., 110.22 FEET TO TilE SOUTIIWEST
CORNER OF LOT 1, .BLOCJ{ 13, OF 51\10 GOULD 1\ND EWINGS 1 ST AND 2ND
.1\0011'1 Ol-J; TIIENCE i\l.ONG TilE E1\STEHN lUGI/T-OF-\'11\ Y Of SOUTV G1\ROE!:
1\VENUE N. 000 02".16' E., 227.94 FEET TO TilE 1\PP1\HENT SOUTIIEfUY
RIGIIT-OF-WAY LINE OF CL~VELAND STREET AS 11' NOW EXISTS; THENCE S.
..890 50" 01 ' E., 189.03 FI::E'r'TO TilE F.1\STEHLY LINE OF TilE V1\CI.TE:D
S.C.L.U.C. RIGIIT-OF-H1\Y; 'l'IIENCE s. 040 42" 26' W., 228.86 FEET
(229.00 FEET, DEED) TO TilE r-:ORTIIEHLY HIGHT-Of-W1\Y OF PARJ< STHL:F1,
(PAIlY. 1,VENUE -' PLJ\T) '(A GO' FOOT Rl GIlT-Of-WhY); TIIENCE 1'. 890 <15"
;53' w., 60.1n FEET TO TilE POINT OF I3EGINNING.
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