Consent to Assignment and Assumption
CONSENT TO ASSIGNMENT AND ASSUMPTION
The CITY OF MIAMI BEACH, FLORIDA, a municipal corporation duly organized
and existing under the laws of the State of Florida, as Owner, under the Agreement of Lease
(the "Lease") and the Development Agreement (the "Development Agreement") described in
the foregoing Assignment and Assumption Agreement hereby consents to the assignment of
said instruments by Lincoln Plaza Partners LLC to and the assumption thereof by LNR
Jefferson LLC.
This Consent to Assignment and Assumption (the "Consent") is subject to the following
conditions:
1. The ownership interest in LNR Jefferson LLC, as of the date hereof and as of ,
the date on which this document is recorded shall be only as described in
Exhibit 1 attached hereto and by this reference made part hereof as though fully
set forth herein.
2. LNR Jefferson LLC hereby agrees that the waiver of the provisions of Section
10.3(a) of the Lease (defined in the Assignment and Assumption Agreement to
which this consent to Assignment and Assumption is attached), by the City o€
Miami Beach, as set forth in Resolution No. 2000-24220, adopted by the Mayor
and City Commission on December 20, 2000, shall not constitute a waiver,
either express or implied, to any other transaction in the future, or to any other
provisions of the Lease. LNR Jefferson LLC hereby further agrees that the
waiver of other provisions in Article 10 of the Lease relating to this assignment
and the procedure to approve this assignment is made on a "one-time-only"
basis due to the unique and special circumstances of this assignment to facilitate
the financing of the Project which is in the best interests of the City and these
waivers shall not constitute a waiver, either express or implied, to any other
transaction in the future, or to any other provisions of the Lease.
3: LNR Jefferson LLC hereby agrees to protect, defend, indemnify and hold the
City harmless against any loss or damage, including attorney's fees and costs,
arising out of or resulting from any claim, action or lawsuit brought by a third
party to (i) challenge the validity or enforceability of this Consent to Assignment
and Assumption; or (ii) enjoin the transaction contemplated hereby and by the
Assignment and Assumption Agreement to which this Consent to Assignment
and Assumption is attached. In the event of any such claim, challenge, action or
lawsuit against the City, LNR Jefferson LLC shall defend the City and save the
City harmless from any and all reasonable attorneys' fees, expenses and court
costs that may be incurred at any administrative hearing and both the trial and
appellate level. Counsel in such actions shall be selected by LNR Jefferson
LLC, subject to the approval of the City, which approval shall not be
unreasonably withheld or delayed.
s
4. To induce the City to execute this Consent, LNR Jefferson LLC and Lincoln
Plaza Partners LLC delivered the following agreements to the City (the
"Agreements"):
a. Operating Agreement of LNR Jefferson LLC, effective as of
January 1, 2001.
b. Operating Agreement of Lincoln Management, L.L.C., effective
as of October 27, 2000.
c. Development Management Agreement by and between LNR
Jefferson LLC and Lincoln Management, L.L.C., effective as of
January 1, 2001.
d. Property Management and Leasing Agreement by and between
Lincoln Management, L.L.C and LNR Jefferson LLC, effective
as of January 1, 2001.
e. Exclusive Listing Agreement by and between LNR Jefferson
LLC and Lincoln Management, L.L.C. , effective as of January
1, 2001.
f. Certification of Permitted Buyer under Section 10.3 of the Lease
(not an agreement but deliberately included under the definition
of Agreements for the purposes of this Consent).
The City's review of the Agreements is not intended to, and shall not be
construed as, a consent to, or agreement with, any of the Agreements. In the
event of any conflict between the Lease and/or the Development Agreement and
the Agreements, the language of the Lease and/or the Development Agreement
shall be controlling.
5 . LNR Jefferson LLC hereby agrees that the application of Section 27.1(b) of the
Lease shall apply to all of the Agreements and not just the operating agreement
with respect to any changes that are made to the Agreements.
6. LNR Jefferson LLC and Lincoln Plaza Partners LLC each warrants and
represents to the City that the Agreements are true, complete and correct, that
they are all of the documents with regard to the particular subject matter and
that there are no oral understandings with respect to the same which are not
evidenced in the Agreements.
C:\TEMP\Consent to Assignment sad Assumption 11-IJ Revision.doc
2
7. LNR Jefferson LLC and Lincoln Plaza Partners L.L.C. each acknowledges and
agrees that their concurrence and agreement with the foregoing conditions
numbered 1 through, and including 6 is a material inducement for the City to
enter into the Consent and but for their concurrence and agreement with same,
the Ciry would not have entered into the Consent.
WITNESS
..P.:--~
r` ..~
CITY OF MIAMI BE CH, FLORIDA, a
municipal co of the State of Florida
By:
Neisen O. Kasdin, Mayor
B ~l.L~ ~ C~.~~
Y
Robert Parcher, City Clerk
The fore oin instrument was acknowledged before me this ~ day of~ -
g g
2001, by Neisen O. Kasdin, as Mayor, and Robert Parcher, as City Clerk, of the City of
Miami Beach, Florida, a municipal corporation of the State of Florida, on behalf of such
municipal corporation.
~c.,e..
STATE OF FLORIDA ) ,
~s~,
COUNTY OF MIAMI-DADE )
My commission expires:
OFFICIAL NOTARY SEA
LILLIAN BEAUCHAMF
NOTARY PUIILIC STATE OF I~'LORiDA
COMMISSION NO. CCT38377.
MY COMMISSION EXP. APR. 24,200'2
`~ ' - ~~~~
Notary Public, State of Florida
Print Name: L ~ I l -' a~ 3eS7 ~ ~^~ I~
APPROVED AS TO
FORM & LANGUAGE
& FOR CUTION
~~~ ~~
I~C~- Date
C:\TEMP\Consent to Assignment sad Assumption 12-13 Revidon.dac
3