General Assignment GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT ("Assignment") is made and entered into as of the
day of flAaAr , 2014 between MBCDC: THE LONDON LLC, a Florida limited
liability company ("Assignor") and CITY OF MIAMI BEACH, FLORIDA, a municipal
corporation organized and existing under the laws of the State of Florida("Assignee").
WITNESSETH-.
WHEREAS, contemporaneously with the execution hereof, Assignor has transferred to
Assignee certain real properties located at 1965 and 1975 Washington Avenue, Miami Beach,
Miami-Dade County, Florida, known as the London House apartments and more particularly
described on Exhibit "A" attached hereto (the "Property") pursuant to that certain Real Estate
Sales Contract dated March 6, 2014 between Seller and the City (the "Contract;" capitalized
terms used but not otherwise defined herein have the meaning provided in the Contract); and
WHEREAS, in connection with said transfer, Assignor desires to transfer and assign to
Assignee all of Assignor's right, title and interest in and to all Intangible Property (defined
below) to the extent assignable.
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars
($10.00) in hand paid to Assignor by Assignee, and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged by Assignor and Assignee,
Assignor and Assignee hereby covenant and agree as follows:
1. Assignor hereby unconditionally and absolutely assigns, transfers, sets over and
conveys to Assignee, to the extent assignable, and without warranty or representation of any
kind, express or implied, except for any warranty or representation contained in the Contract, all
of Assignor's right, title and interest in and to all intangible property (if any and to the extent
assignable) owned or held by Seller in connection with the Property (including the Personal
Property) and including, without limitation, (i) any and all transferable licenses, permits,
licenses, certificates of occupancy, and other approvals in effect at the Closing Date and
necessary for the current use and operation of the Property or the Personal Property; (ii) any and
all architectural or engineering drawings, plans and specifications; (iii) any and all transferable
warranties, tests and studies; and (iv) any and all development rights that exist and are in
Assignor's possession, as of the Closing Date, and relate to the Property or Personal Property
(collectively "Intangible Property").
3. Assignor hereby indemnifies and holds Assignee harmless from and against any
and all claims, expenses, costs, obligations or other liabilities with respect to the Intangible
Property with respect to events occurring prior to the date hereof. Assignee hereby indemnifies
and holds Assignor harmless from and against any and all claims, expenses, costs, obligations or
other liabilities with respect to the Intangible Property arising or incurred on or after the date
hereof.
4. This Assignment shall inure to the benefit and be binding upon Assignor and
Assignee and their respective legal representatives, successors and assigns.
{28303646;1}
IN WITNESS WHEREOF, the duly authorized representatives of Assignor and Assignee
have caused this Assignment to be properly executed under seal as of this day and year first
above written.
ASSIGNOR:
MBCDC: THE LONDON LLC, a Florida
limited liability company
By: Miami Beach Community Development
Corporation, Inc., its manager and sole member
Attest:
By:
ck
John an 4nisA. uss
Chairman of the Board Assistant Secretary
ASSIGNEE:
THE CITY F MIAMI ACH
Attest:
I
By:
Ji y Mo ales Rafa Granado
Cit Mana r City Clerk
IN-ORF ORATE,-
..... (''
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APPROVED AS TO
FORM &LANGUAGE
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128303646;1}
EXHIBIT A
Legal Description of Property
{28303646;1}
Exhibit A
Legal Description
That portion of Lot 1, Block H of Resubdivision of Blocks G, H, J and K and
Triangular Tract lying South of Block K and West of Block G, together with
Cardinal Street (now vacated), according to the Amended Map of Ocean Front
Property, of the Miami Beach Improvement Company (said map being recorded
in Plat Book 5 on Page 7 and 8 of the Public Records of Dade County, Florida)
according to the Plat thereof, recorded in Plat Book 6, Page 102 of the Public
Records of Dade County, Florida, more particularly described as follows, to wit:
Commence at the Northeast corner of Lot 1, Block H of a resubdivision of Blocks
G, H, J, K, and Triangular Tract lying South of Block K and West of Block G,
together with Cardinal Street (now vacated) according to the Amended Map of
Ocean Front Property of Miami Beach Improvement Company (recorded in Plat
Book 5 on Pages 7 and 8 of the Public Records of Dade County, Florida)
according to the Plat thereof, recorded in Plat Book 6, Page 102 of the Public
Records of Dade County, Florida; thence Northwesterly along the Northerly
boundary line of said Lot 1, for a distance of 120 feet to an iron pipe; thence
Southwesterly parallel to the Easterly boundary line of said Lot 1 for a distance of
61.19 feet to an iron pipe which iron pipe is located 64 feet Northerly from the
Southerly boundary line of said Lot 1, measured along the prolongation
Southwesterly of the last preceding course and said iron pipe is the point of
beginning of the parcel of land herein described; thence continue Southwesterly
parallel with the Easterly boundary line of said Lot 1 for a distance of 44 feet to
an iron pipe located 20 feet Northerly from the Southerly line of said Lot 1
measured along the prolongation Southwesterly of the last preceding course;
thence Northwesterly along a line 20 feet Northeasterly from and parallel to the
Southerly boundary line of said Lot 1 for a distance of 93.78 feet to an iron pipe
located on the Westerly boundary line of said Lot 1 at a distance of 21.53 feet
Northerly from the Southwesterly corner of said Lot 1, measured along the
Westerly boundary line of said Lot 1; thence Northerly along the Westerly
boundary line of said Lot 1 for a distance of 47.79 feet to an iron pipe; thence
Southeasterly parallel with the Northerly boundary line of said Lot 1 and 61.19
feet Southwesterly therefrom, measured at right angles thereto for a distance of
111.61 feet to the Point of Beginning of the parcel of land herein described.
AND
That portion of Lot 1, Block H, of a Resubdivision of Blocks G, H, J and K and
Triangular Tract lying South of Block K and West of Block G, together with
Cardinal Street (now vacated) according to the Amended Map of Ocean Front
Property of the Miami Beach Improvement Company (said map being recorded in
Plat Book 5, Pages 7 and 8 of the Public Records of Dade County, Florida),
according to the Plat thereof, recorded in Plat Book 6, Page 102, of the Public
Records of Dade County, Florida, more particularly described as follows, to wit:
Commence at the Northeasterly corner of Lot 1, Block H of a Resubdivision of
Blocks G, H, J, K and Triangular Tract lying South of Block K and West of Block
G, together with Cardinal Street (now vacated) according to the Amended Map of
Ocean Front Property of the Miami Beach Improvement Company (recorded in
Plat Book 5, Pages 7 and 8 of the Public Records of Dade County, Florida),
according to the Plat thereof, recorded in Plat Book 6, Page 102, of the Public
Records of Dade County, Florida; thence Northwesterly along the Northerly
boundary line of said Lot 1 for a distance of 120 feet to an iron pipe marking the
Point of Beginning of the parcel of land herein described; thence Southwesterly
parallel to the Easterly boundary line of said Lot 1 for a distance of 61.19 feet to a
point which is 64 feet Northerly from the Southerly boundary line of said Lot 1
measured along the prolongation Southwesterly of the last preceding course;
thence Northwesterly parallel with the Northerly boundary of said Lot 1 for a
distance of 111.64 feet to an iron pipe located on the Western boundary line of
said Lot 1 at a distance of 69.32 feet Northerly from the Southwesterly corner of
said Lot 1, measured along the Westerly boundary line of said Lot 1; thence
Northerly along the Westerly boundary line of said Lot 1 for a distance of 43.76
feet to the beginning of a tangential circular curve; thence Northerly and Easterly
along the Northwesterly boundary line of said Lot 1 and along a tangential
circular curve having a radius of 15 feet through a central angle of 111 degrees
56 minutes 30 seconds for an arc distance of 29.31 feet to the end of said curve;
thence Southeasterly along the Northerly boundary line of said Lot 1 for a
distance of 114.09 feet to the point of Beginning of the parcel of land herein
described.