Assignment of Lease with Holocaust Memorial CommitteePrepared By:
Hany B, Smith, Esq.
Ruden, McCloslcy, Smith, Schuster
& Russell, P.A.
701 Brickell Avenue, Suite 1.900
Miami, Florida 33131
ASSIGNMENT OF LEASE
y~~
This Assignment of Lcasc made and entered into this ~ day of /'~Ii~.QCI'l , 2008,
effective July l , 2008, by and between HOLOCAUST MEMORIAL COMMI"TTEE, INC., a Florida
corporation not for profit (as "Assignor") and GREATER MIAMI JEWISH FEDERATION, INC., a
Florida corporation not for profit (as "Assignee")
WITNF,SSETI-I:
WHEREAS, on March 8, 2000 the HOLOCAUST MEMORIAL COMMITTEE, INC., a
Florida corporation not for profit, as Lessee, entered into a Lease with the CITY OF MIAMI
BEACH, a Florida municipal corporation as Lessee for the following described property (the
"Lease") to wit:
SEE EXHIBIT "A" ATTACHED HERETO, and by reference made a
part hereof.
WHEREAS, a Memorandum of Lease was entered into on January 26, 2001, and recorded in
Oi'Gcial Records Book 19624, at Page 2665, of the Public Reeords of Miami-Dade County, Florida.;
and
WHEREAS, the Assignor desires to assign unto the Assignee all of their right, title and
interest in and to the Lease.
WHEREAS, Assignee accepts the said assigtunent and assumes and agrees to timely and
fully perform and comply with all of the Assignor's covenants and agreements contained in the
Lease; and
MIA:423334:2
RiJDEN, McCLOSKY, S1VII'1'H, SCIIi7STER & RUSSELL, P.A.
WHEREAS, Lessor has consented to the foregoing assignment of Lease, as evidenced by the
adoption of City of Miami Beach Resolution No. ~~d~r~~ 7~~ ,dated January 16, 2008.
NOW THEREFORF,, for and in consideration of the sum of Tcn and no/100 Dollars
($10.00) and other good and valuable considerations, the receipt which is hereby acknowledged, the
parties hereto agree as follows:
The foregoing recitals are true and correct.
2. The Assignor hereby assigns all of its interest in anal to the Lease to the Assignee
effective July 1, 2008, and the Assignee agrees to assume all of the obligations of the Lease as if the
original obligor thereunder.
IN WITNF,SS WHEREOF the parties have set their hands and seal the year and date first
aforementioned.
Attest:
By:
Secreta
Print Name
Attest:
HOLOCAUST MEMORIAL COMMITTEE, INC.,
a Florida corhoratio not for profit
By: ~--~
dra Muss, President
ASSIGNOR
GREATER 1VIlAMI .TE~VTSH FEDERATION,
iNC., a Florida corl~o tyo~gt for profit
By: / By: -~ %~~
Se /' ~a B har, Preside
By: ~~~ K f~l/~ti1c~ ASSIGNEE
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
MIA:423334:2
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RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, ~~Y ttom ~ ~\
~~
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
I I-IEREBY 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 ~~( ~[~ ~~~~ the President of
HOLOCAUST MEMORIAL COMMITTEE, INC., a Florida corporation not for profit, freely and
voluntarily under authority duly vested in him/her by said corporation and that the seal affixed
thereto is the true corporate seal of said corporation. He 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 23rd day
of Yj _ , 2008.
THALiA sHAw
~.~~""'~"w~~ Comrrdt DD0687027
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STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
Notary Public
-rhal~a Shams
Typed, printed or stamped name of Notary Public
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 ~ ('a U ,~ ,the President of GREATER
MIAMI JEWISH FEDERATION, INC., a Florida corporation not for profit, freely and voluntarily
under authority duly vested in him/her by said corporation and that the seal affixed thereto is the true
corporate seal of said corporation. He 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 (~y(' ~ , 2008.
rnmunn~u~uumm~nmun.nunu.
THALIA SHAW
~~`"~ii"~% Comm# DD0667027
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MIA:423334:2
Notary Public
Typed, printed or stamped name of Notary Public
RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, Y.A.
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
1 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 HARRY B. SMITH, the Secretary of HOLOCAUST MEMORIAL
COMMITTEE, INC., a Florida corporation not for profit, freely and voluntarily under authority duly
vested in him/her by said corporation and that the seal affixed thereto is the true corporate seal of
said corporation. He is personally known to me or who has produced as
identification.
1TNESS my hand and official seal in the County and State last aforesaid this~~f day
of / 2008'.
Notary Public ~ --"
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Typed, printed or stamped name of Notary Public
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MIA:423334:2
RUDF;N, McCLOSKY, SMITH, SCHUSTFR & RUSSELL, P.A.
OFFICE OF THE CITY ATTORNEY, Jose Smith, City Attorney
Interoffice Memorandum
To: Robert Parcher Date: June 18, 2008
City Clerk
From: Raul J. A uil
g
Deputy City At rney`
Subject: Holocaust Memorial Committee -Assignment of Lease
Attached please find an executed copy of the Assignment of Lease. The original has
been sent to the County Recorder's Office and will be forwarded to your attention, in
due course, for your safekeeping on behalf of the City.
RJA/ed
c: Tim Hemstreet, Assistant City Manager
Ana Cecilia Velasco, Asset Manager
Jan-14-08 02:49pm From-RUDEN ~dCCLOSKY PA 3057892793 T-783 P.003/003 F-477
CER7lFlCATION
I, Jacob Solomon, Executive Vice President of the Greater Miami
Jewish Federation, do hereby certify that the following resolutions were
duly adopted by the Board of Directors the Corporation at a regular meeting
of the Board ofi Directors held on January $, 2008:
RESOLUTIONS OF THE BOARD RELATING TO THE
HOLOCAUST MEMORIAL LEASE
RESOLVED, that, effective July 1, 2008, the Greater Miami Jewish f=ederation agrees
to accept the assignment of the Holocaust Memorial Gommittee, Int.'s lease with the
City of Miami Beach and~ta timely and fatly perform and comply with aIi~of Lessee's
covenants and agreements, aft as Contained in the Lease.
FURTHER RESOLVEQ, that the Federation authorizes such actions as are required for
the Federation to receive the assignment of the Holocaust Memorial Lease;
FURTHER RESOLVED, the Federation hereby authorizes its President, Saby Behar, to
execute and deliver the Assignment of the Holocaust Memorial lease and any and all
other documents as are required in accordance with the terms and conditions of the
Lease;
FURTHER RESOLVED, that Saby Behar, in his capacity as President of the
Federatipn, is hereby authorized and directed to execute on behalf of the Federation, in
its capacity as Assignee, the aforesaid Assignment and/ar any other documents
deemed necessary or advisable by the said President in order to consummate this
transaction.
I further certify that the foregoing resolutions have not been altered,
amended or rescinded and are in full force and effect as of this date.
IN WITNESS WHEREgF, I Have set my hand and affixed the
corporate sea! this the _~ day of ~ ~~ Y , 2008.
WIT
~~ A ~
Jan-14-08 02:48pm From-RUDEN IdCCLOSKY PA 3057892793
Ruder
1 Mc~losk
y
January 14, 2008
VIA FACSIMILE 1305) 673-7002
Raul J_ Aguila, Esq_
Assistant City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Re: Holocaust Memorial Committee, Inc.
Dear Raul:
T-763 P.002/003 F-477
701 HRICKELL AvENUE
SUITE '19D0
MIAMI, FLORIDA 33131
1305) 789•z750
FAX: (305) 537-3950
HARRYSMITHld1RU DEN.COM
In connection with the hearing coming up before the Miami Beach City
Commission on Wednesday, January 16, 2008, concerning the transfer of the Ground
Lease by the Holocaust Memorial Committee, to the Greater Miami Jewish Federation,
please find enclosed herewith a Resolution passed by the Greater Miami Jewish
Federation, authorizing the assumption of the Lease effective July 1, 2008.
You previously advised me that you wanted some resolution from the Federation
approval the transfer. Do you know what time this matter will be on the addenda on
Wednesday? Please call me in this regard at your earliest convenience.
HBS/saw
Enclosure
MIA:43621 1:1
RUbEN, MtCtQSKY, SMITH, SCHUSTER & RUSSELL, P.A_
GRACAS • FT, LAUDERDALE • MU1Mt • NAPLES • ORLANDO • POQT Si. LUQF • SARASQTA • $Y_ PETERSBUQG • TALLAHASSEE • TAMPA • WEST PALM BFACH
Prepared By:
Harry B. Smith, Esq.
Ruden, McClosky, Smith, Schuster
& Russell, P.A.
701 Brickell Avenue, Suite 1900
Miami, Florida 33131
ASSIGNMENT OF LEASE
This Assignment of Lease made and entered into effective , by
and between HOLOCAUST MEMORIAL COMMITTEE, INC., a Florida corporation not for profit
(as "Assignor") and GREATER MIAMI JEWISH FEDERATION, INC., a Florida corporation not
for profit (as "Assignee")
WITNESSETH
WHEREAS on January 26, 2000 the HOLOCAUST MEMORIAL COMMITTEE, INC., a
Florida corporation not for profit, as Lessee, entered into a Lease with the CITY OF MIAMI
BEACH, a Florida municipal corporation, as Lessor, for the following described property (the
"Lease") to wit:
SEE EXHIBIT "A"ATTACHED HERETO, and by reference made a
part hereof; and
WHEREAS, the term of the Lease commenced on March 8, 2000, and expires on March 8,
2099; and
WHEREAS, a Memorandum of Lease was entered into on January 26, 2001, and recorded in
Official Records Book 19624, at Page 2665, of the Public Records ofMiami-Dade County, Florida;
and
WHEREAS the Assignor desires to assign unto the Assignee all of its right, title and interest
in and to the Lease; and
MIA:423334:1
1
RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A.
WHEREAS, Assignee accepts the said assignment and assumes and agrees to timely and
fully perform and comply with all of the Assignor's covenants and agreements contained in the
Lease; and
WHEREAS, Lessor has consented to the foregoing assignment of Lease, as evidenced by the
adoption of City of Miami Beach Resolution No.
dated January 16, 2008.
NOW THEREFORE, for and in consideration of the sum of Ten and no/ 100 Dollars ($10.00)
and other good and valuable considerations, the receipt which is hereby acknowledged, the parties
hereto agree as follows:
1. The foregoing recitals are true and correct.
2. The Assignor has hereby assign all of its interest in and to the Lease to the Assignee,
and the Assignee agrees to assume all of the obligations of the Lease as if the original obligor
thereunder.
IN WITNESS WHEREOF the parties have set their hands and seals the year and date first
aforementioned.
Attest:
By:
Secretary
By:
Attest:
Print Name
By:
Secretary
By:
Print Name
MIA:423334:1
HOLOCAUST MEMORIAL COMMITTEE, INC.,
a Florida corporation not for profit
By:
Sandra Muss, President
ASSIGNOR
GREATER MIAMI JEWISH FEDERATION,
INC., a Florida corporation not for profit
By:
. President
ASSIGNEE
2
RUDEN, McCLOSKY, SMITH, SCHUSTER &
APPROVED A3 TO
FORM ~ LANGUAGE
,~ GnR GYG[ _I 1T1[~N
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
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 SANDRA MUSS, the President of HOLOCAUST MEMORIAL
COMMITTEE, INC., a Florida corporation not for profit, freely and voluntarily under authority duly
vested in him/her by said corporation and that the seal affixed thereto is the true corporate seal of
said corporation. He 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 January, 2008.
Notary Public
Typed, printed or stamped name of Notary Public
My Commission Expires:
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
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 ,the President of GREATER
MIAMI JEWISH FEDERATION, INC., a Florida corporation not for profit, freely and voluntarily
under authority duly vested in him/her by said corporation and that the seal affixed thereto is the true
corporate seal of said corporation. He 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 January, 2008.
Notary Public
Typed, printed or stamped name of Notary Public
My Commission Expires:
MIA:423334:1
3
RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A.