This Instrument Was Prepared By:
Xxxxxxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx & Xxxxxxxxx, P.A.
000 Xxxx Xxxxxxx Xx., Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Record and Return To:
Xxxxxxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx & Xxxxxxxxx, P.A.
000 Xxxx Xxxxxxx Xx., Xxxxx 0000
Xxxxx, Xxxxxxx 00000
================================================================================
ASSIGNMENT, ASSUMPTION, AND QUITCLAIM
This Assignment, Assumption, and Quitclaim of all of assignor's interests
in and to a ground lease of real property and other documents described below
("Assignment") is made effective as of the 26th day of August, 2002, by and
between I.R.E. Pension Investors, Ltd.-II, a Florida limited partnership
("I.R.E."), as assignor, and American Federated Title Corp., a Florida
corporation, as Trustee under Land Trust No. 0806GAL (the "Assignee").
R E C I T A L S:
- - - - - - - -
A. I.R.E. is owner of the tenant's interest in the Lease ("Ground Lease")
dated April 11, 1955, from Antioch College Foundation, as Landlord, to
Professional Building Corp. of Ft. Lauderdale, as Tenant, recorded in Official
Records Book 352 at page 491 of the Public Records of Broward County, Florida,
pursuant to: (1) the Assignment and Assumption dated December 31, 1986 from (a)
Xxxxxxx Xxxxx Trust Company, N.A., formerly known as Xxxxxxx Bank of Hollywood,
Hollywood, Florida, a Florida banking corporation, duly authorized to execute
Trusts within the State of Florida, not personally but as Trustee under the
provisions of a certain Trust Agreement dated December 10, 1971, and known as
Trust Number EO-433 ("Trust EO-433"); and (b) Xxxxxxx Xxxxx Trust Company, N.A.,
formerly known as Xxxxxxx Bank of Hollywood, Hollywood, Florida, successor in
interest to Hollywood Bank and Trust Company of Hollywood, Florida, not
personally but as Trustee, under Trust Agreement dated August 27, 1971, and
known as Trust No. EO-416 ("Trust EO-416"); and (c) Xxxxxx X. Xxxxxxxx,
individually, and as the sole beneficiary of Trust EO-433, and as the sole
beneficiary of Trust EO-416 (all of (a), (b) and (c), collectively, "Xxxxxxxx"),
in favor of I.R.E dated December 31, 1986, recorded January 6, 1987, in Official
Records Book 14057 at Page 548 of the Public Records of Broward County, Florida;
together with (2) the Quit Claim Deed dated December 31, 1986 from Xxxxxxxx and
Trust EO-497, pursuant to the Trust Agreement dated August 21, 1972 between
Xxxxxx X. Xxxxxxxx and Xxxxxxx Bank of Hollywood (now known as Xxxxxxx Xxxxx
Trust Company, N.A.) ("Trust EO-497"), recorded in Official Records Book 14057
at Page 561 of the Public Records of Broward County, Florida; as further
reflected in the Memorandum of Lease dated May 15, 1957, between Antioch College
and Sunrise Shopping Center, Inc., as Landlord, and Professional Building Corp.,
of Ft. Lauderdale, as Tenant, recorded in Official Records Book 937 at Page 476
of the Public Records of Broward County, Florida, as amended and modified
thereafter.
B. I.R.E. may own certain rights and benefits pursuant to the Parking
Agreement dated November 1, 1974, between Sunrise Shopping Center, Ltd., as
owner and Trust EO-497 as Tenant ("Parking Agreement"); and pursuant to the
Sublease dated January 2, 1962, from Xxxxx Xxxxxxxx, Xx., as Trustee, in favor
of the Trustees for Liberty Real Estate Trust, recorded in Official Records Book
2313 at Page 912 of the Public Records of Broward County, Florida.
C. I.R.E. may also hold certain rights and benefits pursuant to: (1) the
Ratification and Confirmation dated December 22, 1986 between X.X. Associates,
Ltd., a Florida limited partnership, as Lessor, and Trust EO-416 and Trust
EO-497, as Lessee, and recorded in Official Records Book 14263 at Page 950, and
rerecorded in Official Records Book 14196 at Page 558, all of the Public Records
of Broward County, Florida; (2) the Collateral Assignment of Rents and Leases
dated December 31, 1986 from Xxxxxxx Xxxxx Trust Company, N.A., as Trustee under
Land Trust EO-416, and Xxxxxxx Xxxxx Trust Company, N.A., as Trustee under Land
Trust EO-433 to I.R.E., recorded in Official Records Book 14057 at Page 577; and
(3) the Property Improvement Agreement dated December 31, 1986, between I.R.E.
and Xxxxxxxx.
D. I.R.E. is owner of the Landlord's interest in the Lease dated December
31, 1986, between I.R.E. as Landlord and Xxxxxxx Xxxxx Trust Company, N.A., as
Trustee under Land Trust EO-416, and Xxxxxxx Xxxxx Trust Company, N.A., as
Trustee under Land Trust EO-433, as Tenant.
E. Assignee is an affiliate of Xxxxxxxx, and Xxxxxxxx has requested and
I.R.E. has agreed to assign and quitclaim to Assignee all of I.R.E.'s right,
title and interest under all of the foregoing agreements described in Recitals A
through D above (collectively, "Lease Agreements").
AGREEMENT
Now, therefore, in consideration of Ten Dollars paid and other good and
valuable consideration, the receipt whereof is hereby acknowledged, and the
mutual covenants set forth herein, it is agreed as follows:
1. I.R.E. hereby assigns, transfers, sets over, quitclaims and delivers to
Assignee all of its right, title, interests, obligations and benefits under each
of the Lease Agreements, together with all easement rights and privileges as set
forth and contained in the Lease Agreements, and all easements and rights of way
for ingress and egress thereunder, together with all right to receive and
collect any and all rentals or other payments due under any of the Lease
Agreements, together with all right, title and interest in and to the buildings
and improvements situated on the real property subject to the Ground Lease as
described on Exhibit A, attached hereto and made a part hereof, and.subject to
all matters of record.
2. Assignee hereby accepts the assignment and quitclaim of all of I.R.E.'s
right, title, interests, obligations and benefits under the Lease Agreements
from the date hereof, and agrees to perform under the provisions of each of the
Lease Agreements, as applicable, from the date hereof as a direct obligation
from Assignee.
3. As a material inducement to Assignee to execute and deliver this
Assignment, I.R.E. represents and warrants to and covenants and agrees with
Assigneee that I.R.E. is the sole owner of the tenant's interest described in
the Ground Lease and has not assigned or transferred such interests to any other
party. I.R.E. will warrant and defend the sale and assignment of its interest in
the Ground Lease against the lawful claims and demands of all persons whomsoever
claiming by, through, or under I.R.E., but none others.
4. This Assignment is made wholly without recourse against I.R.E. and
without warranties or representation except as set forth in Section 3 above, and
Assignee hereby accepts all of the right, title and interests granted hereunder
in their "as is/where is" condition.
5. Xxxxxxxx Parties (defined below) hereby do and shall indemnify, defend
and hold harmless I.R.E. Released Parties (defined below) from any and all
claims, demands, damages, interests, penalties, costs and attorneys' fees
(collectively, "Claims") to the extent the Claims result in whole or part from
Xxxxxxxx Parties' or I.R.E. Released Parties's possession, ownership or use of
the Property or exercise of or failure to exercise any right under any of the
Lease Agreements, any defaults thereunder, or any event, act or omission
(including but not limited to Xxxxxxxx Parties' failure to pay sales tax during
the term of the Lease, or to pay documentary stamps and intangible taxes in
connection with this transaction, if any are due) which occurred before the date
hereof or which may occur or arise in the future, or which may result in
liability under the terms of any of the Lease Agreements.
6. For and in consideration of this Assignment and the releases, covenants
and conditions described below running in favor of Xxxxxxxx, Assignee and
Xxxxxxxx Parties hereby unconditionally, fully and completely release the I.R.E.
Released Parties and each and every person or entity included within the
definition of the I.R.E. Released Parties from all and every manner of action
and actions, cause and causes of action, suits, debts, dues, sums of money,
accounts, reckonings, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims and demands
whatsoever, whether in law or in equity, whether civil, criminal, legal,
ethical, moral or otherwise, whether the facts or circumstances related thereto
are stated or inferred, which Assignee or Xxxxxxxx Parties or I.R.E. Released
Parties have, may have had or may have claimed to have had against any party or
entity comprising the I.R.E. Released Parties, or which the successors or
assigns of Assignee or Xxxxxxxx Parties, or any successors to I.R.E. Released
Parties, hereafter can, shall or may have, or may claim to have, against any
person or entity comprising the I.R.E. Released Parties for, upon or by reason
of any matter, course or thing in any way relating to the Property or to any of
the Lease Agreements from the beginning of the world through the effective date
hereof.
7. For the purposes of the foregoing release and this Assignment: (a) the
"I.R.E. Released Parties" shall mean I.R.E. and I.R.E. Pension Advisors II,
Corp., Inc., a Florida corporation, as well as all of their respective officers,
directors, stockholders, subsidiaries, affiliates, attorneys, agents, employees
and servants; and (b) the "Xxxxxxxx Parties" shall mean Xxxxxxxx individually
and as beneficiary and trustee, as applicable, under Trust EO-433, Trust EO-416,
and Trust EO-497, and American Federated Title Corp., a Florida corporation, as
Trustee under Land Trust No. 0806GAL, as well as all other trustees or
beneficiaries of such trusts, and of their respective officers, directors,
stockholders, partners, subsidiaries, affiliates, attorneys, agents, employees
and servants.
8. Each party executing this document represents and warrants to each other
party to this Assignment that this Assignment has been approved by the signing
party, that the Assignment has been executed by an authorized officer or partner
or manager of that party, and that the document is fully binding and enforceable
in accordance with its terms and conditions against signing party.
9. This Assignment shall be construed in accordance with the substantive
laws of the State of Florida. This Assignment shall be binding upon the inure to
the benefit of the parties hereto and their respective successors and assigns.
This Assignment may be executed in any number of counterparts and each such
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
REMAINDER OF XXXX INTENTIONALLY LEFT BLANK
EXECUTIONS APPEAR ON FOLLOWING PAGE.
IN WITNESS WHEREOF, this Assignment has been duly executed as of the day
and year first above written.
ASSIGNOR:
I.R.E. PENSION INVESTORS, LTD-II,
a Florida limited partnership
By: I.R.E. Pension Advisors II, Corp., a Florida
--------------- corporation, its managing General Partner
Print Name:
By: /s/
-----------------------------
Xxxx X. Xxxxxxx, as
Executive Vice President
---------------
Print Name:
ASSIGNEE:
American Federated Title Corp., a Florida corporation,
--------------- as Trustee under Land Trust No. 0806GAL
Print Name:
By: /s/
-----------------------------
Xxxxxx X. Xxxxxxxx, as Beneficiary
and as Trustee
---------------
Print Name:
Executions continued on following page.
XXXXXXXX PARTIES:
Xxxxxx X. Xxxxxxxx, individually and as Managing
Beneficiary and sole beneficiary of (a) that certain
Trust Agreement dated August 27, 1971, by and between
Xxxxxx X. Xxxxxxxx and Hollywood Bank and Trust
Company of Hollywood, Florida (now known as Xxxxxxx
Xxxxx Trust Company , N.A.) and known as Trust No.
EO-416; (b) that certain Trust Agreement December 10,
1971, by and between Xxxxxx X. Xxxxxxxx and Xxxxxxx
Bank of Hollywood, of Hollywood, Florida (now known as
Xxxxxxx Xxxxx Trust Company, N.A.) and known as Trust
No. EO-433; and (c) that certin Trust Agreement dated
August 21, 1972, by and between Xxxxxx X. Xxxxxxxx and
Xxxxxxx Bank of Hollywood (now known as Xxxxxxx Xxxxx
Trust Company, N.A.) and known as Trust No. EO-497.
By: /S/
--------------- -----------------------------------
Print Name: Xxxxxx X. Xxxxxxxx, Individually and as
Managing Beneficiary and Sole Beneficiary
---------------
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this _____ day of
August, 2002,by Xxxx X. Xxxxxxx, as Executive Vice President of I.R.E.
Pension Advisors II, Corp., managing general partner of I.R.E. Pension
Investors, Ltd.-II, as an act of the corporation.
Personally Known __________ OR Produced Identification __________
Type of Identification Produced
--------------------------------------------
Print or Stamp Name: _____________
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
Notarizations continued on following page.
STATE OF FLORIDA )
) SS:
COUNTY OF ___________)
The foregoing instrument was acknowledged before me this ___ day of August,
2002, by Xxxxxx X. Xxxxxxxx, as beneficiary and trustee of American
Federated Title Corp., a Florida corporation, as Trustee under Land Trust
No 0806GAL.
Personally Known __________ OR Produced Identification __________
Type of Identification Produced
--------------------------------------------
Print or Stamp Name: _____________
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
STATE OF FLORIDA )
) SS:
COUNTY OF ___________)
The foregoing instrument was acknowledged before me this ___ day of August,
2002, by Xxxxxx X. Xxxxxxxx, individually and as managing beneficiary and
sole beneficiary of (a) that certain Trust Agreement dated August 27, 1971,
by and between Xxxxxx X. Xxxxxxxx and Hollywood Bank and Trust Company of
Hollywood, Florida (now known as Xxxxxxx Xxxxx Trust Company , N.A.) and
known as Trust No. EO-416; (b) that certain Trust Agreement December 10,
1971, by and between Xxxxxx X. Xxxxxxxx and Xxxxxxx Bank of Hollywood, of
Hollywood, Florida (now known as Xxxxxxx Xxxxx Trust Company, N.A.) and
known as Trust No. EO-433; and (c) that certain Trust Agreement dated
August 21, 1972, by and between Xxxxxx X. Xxxxxxxx and Xxxxxxx Bank of
Hollywood (now known as Xxxxxxx Xxxxx Trust Company, N.A.) and known as
Trust No. EO-497.
Personally Known __________ OR Produced Identification __________
Type of Identification Produced
------------------------------------------
Print or Stamp Name: ____________
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
EXHIBIT A
LEGAL DESCRIPTION
