Res No 072-12-13629RESOLUTION NO. 7 2 -12 -1 3 6 2 9
A Resolution consenting to the attached Assignment marked as Exhibit 1,
relating to the Annual Report of the 64 Development Corporation.
WHEREAS, the City Commission at its meeting of March 20, 2012 adopted by
Resolution No. 66 -12- 13623, with one exception, the 2012 Annual Report submitted by the 64
Development Corporation on their proposed mixed use project located at 5966 -70 S. Dixie
Highway as required by 46 Section 27 of the Development Agreement; and
WHEREAS, the City Commission adopted the Annual Report with the exception as to
the request for consent to the Assignment; and
WHEREAS, the City Attorney has negotiated the terms of an assignment that is
satisfactory to the owner and its assignee.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT:
Section 1: The City Commission hereby consents and authorizes the City Manager to
sign to the attached Assignment marked Exhibit 1, concerning the Annual Report of the 64
Development Corporation adopted by Resolution No. 66 -12 -13623 on March 20, 2012,
Section 2. This resolution shall become effective immediately upon adoption by vote of
the City Commission.
PASSED AND ADOPTED this 3rd day of April , 2012.
ATTEST:
APPROVED:
rI, COMMISSION VOTE: 5 -0
Mayor Stoddard: Yea
Vice Mayor Liebman: Yea
Commissioner Newman: Yea
Commissioner Harris: Yea
Commissioner Welsh: Yea
Page 1 of 1
This instrument prepared by, or under the
supervision of (and after recording, return
to):
Antonio L. Martinez, Esq.
8500 SW 8th Street, Suite 238
Miami, Florida 33144
ASSIGNMENT OF AGREEMENT
THIS ASSIGNMENT is made as of the day of Abf i , 2012 by
64 Development Corporation, a Florida corporation ( "Assignor') to SOMI GREEN, LLC.,
a Delaware limited liability company ( "Assignee ").
RECITALS:
A. Assignor is the "Company" under that certain AGREEMENT BETWEEN THE
CITY OF SOUTH MIAMI, FLORIDA AND 64 DEVELOPMENT CORPORATION,
recorded April 9, 2008, under Official Records Book 26315, Page 3848 -3865 of the Public
Records of Miami -Dade County, Florida (as now or hereafter amended and/or supplemented, the
"Agreement ").
B. The Agreement concerns that certain parcel of property located at 5966 -70 S.
Dixie Highway described in Exhibit "A" (the "Property ").
C. Assignor desires to assign to Assignee, and Assignee desires to accept an
assignment of each and every of the rights and obligations, as set forth in the Agreement, and as
otherwise set forth in this Assignment.
D. Pursuant to Paragraph 15 of the Agreement, Assignor and Assignee understand
that the Assignor is not an affiliated entity of Assignee, therefore, this Assignment is subject to
the written consent of the City of South Miami.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor and Assignee hereby agree:
1. Assignor hereby warrants that it is not in violation or default of the Agreement
and that Assignor is in full compliance with all of the terms and conditions of the Agreement.
2. Assignor hereby assigns to Assignee each and every of the rights, benefits,
privileges, obligations, covenants, terms, conditions and provisions as created by, and set forth in
the Agreement (collectively, the "Assigned Rights and Obligations ").
3. Assignee does hereby accept the foregoing assignment, and does hereby assume
and agree to perform, discharge, fulfill and observe all obligations, terms, covenants, conditions
and provisions of the Agreement commencing immediately upon Assignee becoming the record
title holder.
4. As consideration for the consent of the City of South Miami to this assignment,
the Assignor and Assignee agree to be contractually bound to the City, jointly and severally, to
insure the fulfillment of the terms, conditions and provisions of the Agreement upon Assignee
becoming the record title holder.
5. This Assignment is conditioned upon and shall have no force or effect unless and
until the Assignee becomes the title holder within a year of the passage by the City of South
Miami of the resolution that consents to this assignment. It shall not have any force or effect
upon Assignee unless and until Assignee becomes the title holder.
IN WITNESS WHEREOF, the parties have caused this Assignment to be executed as
of the day and year first above written.
Signed in the presence o£
�, Jaz*'Ok
Print Name: G(C
Print Name: Mada KA Menendez
..f
Print Name: 1W McXt� ,64j
r
�'i ■- 0a,
ASSIGNOR:
64 DEVELOPMENT CORPORATION, a
Flor
By:
Nam
Title
ASSIGNEE:
SOMI GREEN, LLC., a Delaware limited
liability company
By: SOMI HOLDINGS, LLC., a Florida limited
[CONTINUED ON NEXT PAGE]
CONSENT AND APPROVAL OF THE TERMS OF THIS ASSIGNMENT OF AGREEMENT
BY THE CITY OF SOUTH MIAMI
ATTEST:
CITY CLERK
STATE OF FLORIDA )
) SS:
COUNTY OF M IAm 1 --tAbc' )
APPROVED:
7
C1W MANA ER
ON:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was
acknowledged before me by as
of 64 DEVELOPMENT CORPORATION, A , Florida
corporation, on behalf of such corporation, who is personally known to me or who has produced
as identification.
WITNESS my hand and official seal in the County and State last aforesaid this 4? day
of Rot A 2012.
fl
Notary
Typed, printed or stamped
F NKENGA A. PAYNE
MY COMMISSION # EE133382
EXPIRES October 05, 2015
STATE OF FLORIDA )
) SS:
COUNTY OF f nl j- rM -'r-A-6:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
aforesaid and in the County aforesaid to take ackl owledgments, the foregoing instrument was
acknowledged before me by MLIn I 0. as Manager of SOMI
HOLDINGS, LLC., a Florida limited liability company, the Manager of SOMI GREEN LLC., a
Delaware limited liability company, on behalf of such companies, who is personally known to
me or who has produced F�Y P-r as identification.
WIT ESS my hand and official seal in the County and State last aforesaid this (PI day
of t '2012.
t 0
Notary PAi AYM!
" "' MY COMMISSION # EE1333112
EXPIRES October 05.2016
Typed, printed or stamped name of Notary Public
AP r. 9. 2012 4; 08PMt No. 1554 P. 2
Exhibit "A„
Legal Descri tion
PARCEL A:
Lots 9 and 10 and the East 10 feet of the South 95.55 feet of Lot 8, Block 2, AMENDED PLAT
OF THE SOLOVOFF SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 7
at Page 11 of the public Records of Miami -Dade County, Florida; and
All of Lot 6, and that portion of Lot 8 described as follows: beginning at the Southwesterly
comer of Lot 6; thence South 30.34 feet; thence East 64.96 feet; thence North 30.34 feet; thence
Northwesterly 41.5 feet; thence Southwesterly 50 feet to the original Point of Beginning, all
lying in Block 2, of AMENDED PLAT OF SOLOVOFF SCJ`BDIVISION, as recorded in flat
Book 7 at page 11 of the Public Records of Miami -Dade County, Florida.
PARCEL B:
All of Lot 5, Block 2, SOLOVOFF'S SUBDIVISION, as recorded in Plat Book 7 at page 11,
and the Southwest 15 feet of Lot 4 (which is the strip 15 feet wide and 110 feet long adjoining
Lot 5), of said Block 2, and all of Lot 8, Block 2, except the east 10 feet thereof, and except the
following described portion:
Beginning at the Southwest comer of Lot 8; thence run Easterly along the South line, 64.96 feet;
thence Northwesterly parallel to the West line of Lot 8, 30.34 feet; thence Northwesterly on a
production of the Northeasterly line of Lot 6, a distance of 41.50 feet to the dividing line
between Lots 8 and 6;thence along the dividing line. between Lots 8 and 6, Southwesterly 50 feet
to the Northwesterly comer of Lot 8; thence Southerly 30.34 feet to the Point of Beginning, all
located in SOLOVOFF'S SUBDIVISION, according to the Amended plat thereof, as recorded in
Plat Book 7 at Page I 1 of the Public Records of Miami -Dade County, Florida.