61 RESOLUTION NO. ______ _
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3 A Resolution consenting to the attached Assignment marked as Exhibit 1,
4 relating to the Annual Report of the 64 Development Corporation.
5
6 WHEREAS, the City Commission at its meeting of March 20, 2012 adopted by
7 Resolution No. 66-12-13623, with one exception, the 2012 Annual Report submitted by the 64
8 Development Corporation on their proposed mixed use project located at 5966-70 S. Dixie
9 Highway as required by 46 Section 27 of the Development Agreement; and
10
11 WHEREAS, the City Commission adopted the Annual Report with the exception as to
12 the request for consent to the Assignment; and
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14 WHEREAS, the City Attorney has negotiated the terms of an assignment that IS
15 satisfactory to the owner and its assignee.
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17 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
18 COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT:
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20 Section 1: The City Commission hereby consents and authorizes the City Manager to
21 sign to the attached Assignment marked Exhibit 1, concerning the Annual Report of the 64
22 Development Corporation adopted by Resolution No. 66-12-13623 on March 20,2012.
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24 Section 2. This resolution shall become effective immediately upon adoption by vote of
25 the City Commission.
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27 PASSED AND ADOPTED this day of ,2012.
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29
30 ATTEST: APPROVED:
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32
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34 CITY CLERK MAYOR
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36 READ AND APPROVED AS TO FORM, COMMISSION VOTE:
37 LANGUAGE, LEGALITY AND Mayor Stoddard:
38 EXECUTION THEREOF Vice Mayor Liebman:
39 Commissioner Newman:
40 Commissioner Harris:
41 CITY ATTORNEY Commissioner Welsh:
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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
Exhibit 1
(Reserved for Clerk of Court)
ASSIGNMENT OF AGREEMENT
Tms ASSIGNMENT is made as of the _ day of , 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, 2009, under Official Records Book 26315, Page 3848 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, tenus, 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 perfonu, discharge, fulfill and observe all obligations, tenus, 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 consent being received from the
City of South Miami. 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 of:
Print Name: _______ _
Print Name: ________ _
Print Name: ______ __
Print Name: _______ _
ASSIGNOR:
64 DEVELOPMENT CORPORATION, a
Florida corporation
By: __________________ __
Name: __________ _
Title: ___________ _
ASSIGNEE:
SOMI GREEN, LLC., a Delaware limited
liability company
By: SOMI HOLDINGS, LLC., a Florida limited
liability company, its Manager
By: __________________ _
Name: __________ _
Title: ___________ _
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[CONTINUED ON NEXT PAGE]
CONSENT AND APPRO V AL OF THE TERMS OF THIS ASSIGNMENT OF AGREEMENT
BY THE CITY OF SOUTH MIAMI
ATTEST: APPROVED:
CITY CLERK CITY MANAGER
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND EXECTUION:
CITY ATTORNEY
STATE OF FLORIDA )
) SS:
COUNTYOF ________ __ )
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 __ day
of ,2012.
Notary Public
Typed, printed or stamped name of Notary Public
3
STATE OF FLORIDA )
) SS:
COUNTY OF ____ _ )
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 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 as identification.
WITNESS my hand and official seal in the County and State last aforesaid this __ day
of ,2012.
Notary Public
Typed, printed or stamped name of Notary Public
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EXHIBIT "A"
LEGAL DESCRIPTION
5