HomeMy WebLinkAboutR-99-0139J-99-152
1/28/99
RESOLUTION NO. 9 9- 139
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENTS, APPROVING THE ASSIGNMENTS
OF THE INTERESTS OF MIAMI TOWER ASSOCIATES
LIMITED PARTNERSHIP AND MIAMI RETAIL
ASSOCIATES LIMITED PARTNERSHIP, UNDER THE AIR
RIGHTS AND RETAIL LEASES BETWEEN SAID
ENTITIES, RESPECTIVELY, AS LESSEES, AND THE
CITY OF MIAMI, AS LESSOR, PERTAINING TO THE
PROPERTY KNOWN AS THE NATIONSBANK TOWER,
LOCATED AT 100 S.E. 2ND STREET, MIAMI,
FLORIDA; SPECIFICALLY APPROVING; (i) THE
ASSIGNMENT BY MIAMI TOWER ASSOCIATES LIMITED
PARTNERSHIP, TO NOP 100 SE 2nd STREET TOWER,
LLC, OF LESSEE'S INTERESTS UNDER THE AIR
RIGHTS LEASE, (ii) THE ASSIGNMENT BY MIAMI
RETAIL ASSOCIATES LIMITED PARTNERSHIP TO NOP
100 SE 2nd STREET RETAIL, LLC, OF LESSEE'S
INTEREST UNDER THE RETAIL LEASE, AND (iii)
THE ASSIGNMENT OF THE RELATED PARKING
AGREEMENTS, ALL IN SUBSTANTIALLY THE FORMS
ATTACHED HERETO; FURTHER APPROVING THE
EXECUTION OF THE REQUIRED ESTOPPEL STATEMENTS
AND ANY OTHER DOCUMENTS REQUIRED IN
CONNECTION WITH SAID TRANSFER, SUBJECT TO THE
APPROVAL OF THE CITY ATTORNEY; AUTHORIZING
THE CITY MANAGER TO EXECUTE ALL SUCH
DOCUMENTS, IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY, FOR THE PURPOSES HEREIN STATED.
WHEREAS, the City is the Lessor and Miami Tower Associates
Limited Partnership ("Miami Tower") is the Lessee, under the Air
Right Lease Agreement dated as of July 1, 1980 (the "Air Rights
ATTACHMENT
C 0 N T A I -1
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CITY CONMSSION
MEETING OF
FEB 2 9 1999
Resolution No.
99- 139
Lease") affecting the property know as the NationsBank Building
located at 100 S.E. 2nd Street, Miami, Florida (the "Property");
and
WHEREAS, the City is the Lessor and Miami Retail Associates
Limited Partnership ("Miami Retail,') is the Lessee, under the
Retail Lease Agreement dated as of July 30, 1985 (the "Retail
Lease") affecting the Property; and
WHEREAS, Miami Tower wishes to assign its interests in the
Air Rights Lease to NOP 100 SE 2nd Street Tower, LLC, a Delaware
limited liability company and Miami Retail wishes to assign its
interest in the Retail Lease to NOP 100 SE 2nd Street Retail,
LLC, a Delaware limited liability company; and
WHEREAS, Miami Tower and Miami Retail have requested the
City's consent to the above described assignments all in
accordance with the provisions of the corresponding agreements.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The Miami City Commission hereby approves the
assignments of the interests of Miami Tower Associates Limited
Partnership and Miami Retail Associates Limir_Pri
under the Air Rights and Retail Leases between said entities,
respectively, as Lessees, and the City of Miami, as Lessor,
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99- 109
pertaining to the property known as the NationsBank Tower,
located at 100 S.E. 2nd Street, Miami, Florida; specifically
approving: (i) the Assignment by Miami Tower Associates Limited
Partnership, to NOP 100 SE 2nd Street Tower, LLC, of Lessee's
interests under the Air Rights Lease, (ii) the Assignment by
Miami Retail Associates Limited Partnership to NOP 100 SE 2nd
Street Retail, LLC, of Lessee's interest under the Retail Lease,
and (iii) the assignment of the related parking agreements, all
in substantially the forms attached hereto.
Section 3. The Miami City Commission hereby further
approves, subject to the approval of the City Attorney, the
execution of the required estoppel statements and any other
documents required in connection with said transfers .
Section 4. The City Manager is hereby authorizedII to
execute the necessary documents, in a form acceptable to the City
Attorney, to effect the approvals set forth in Sections 2 and 3
above.
Section 5. This Resolution shall become effective
1/ The herewith authorization is further subject to compliance with all
requirements that may be imposed by the City Attorney, including but not
limited to those prescribed by applicable City Charter and Code
Provisions.
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J 1 - J "
immediately upon its adoption and signature of the Mayor21.
PASSED AND ADOPTED this 23rd rla-7 r►f February
ICINESS :ti
W3222:ORS:CSK
I nnn
2� If the Mayor does not sign this Resolution, it shall become effective at
the end of ten calendar days from the date it was passed and adopted. If
the Mayor vetoes this Resolution, it shall become effective immediately
upon override of the veto by the City Commission.
-4-
99-- 139
THIS CONSENT TO ASSIGNMENT AND ESTOPPEL CERTIFICATE (this
"Agreement") is entered into as of the _ day of _, 1999 by and between THE
CITY OF MIAMI, FLORIDA, a municipal corporation under the laws of the State of Florida
("Lessor"), and MIAMI TONUR ASSOCIATES LIMITED PARTNERSHIP, a Florida limited
partnership ("Lessee").
A. Lessor and Dade Savings and Loan Association ("Dade") entered into a certain
Lease Agreement dated July 1, 1980 recorded in Official Records Book 10830, Page 569 and
Official Records Book 10820, Page 1289, as assigned pursuant to (i) Assignment of Lease filed
March 2, 1984 in Official Records Book 12073,'Page 2693, Assumption of Lease filed April 28,
1987 in Official Records Book 13261, Page 3407, and Corrective Assignment of Lease filed
April 28, 1987 in Official Records Book 13261, Page 3405, by Dade to CenTrust Realty and
Construction Company ("CenTrust"), (ii) Assignment of Lease dated December 30, 1985 and
filed August 29, 1986 in Official Records Book 13004, Page 292, Assumption of Lease recorded
in Official Records Book 13004, Page 295, Corrective Assignment of Lease .filed April 28, 1987
in Official Records Book 13261, Page 3409 and rerecorded May 19, 1987 in Official Records
Book 13283, Page 2943, and Corrective Assumption of Lease recorded in Official Records Book
13261, 3411, by CenTrust to C.P. Tower, Ltd. ("C.P." ), and (iii) Assignment of Lease dated
November 7, 1991 and filed in Official Records Book 15263, Page 1972, by C.P. to Lessee, and
as amended by Rider to Lease filed December 30, 1987 in Official Records Book 13525, Page
376 (all references to filed or recorded documents refer to the Public Records of Dade County,
Florida) (collectively, the "Lease");
B. The Lease pertained to the air rights with respect to that certain parcel of real
property more particularly described on Exhi ft A hereto (the "Land") and the related rights and
obligations of the parties with respect to improvements to be constructed thereon;
C. Lessee has succeeded to the interests of Dade under the Lease;
D. Lessee desires to assign its interest in the Lease to NOP 100 SE 2nd Street Tower,
LLC, a Delaware limited liability company ("Purchaser"); and
E. Lessee and Purchaser desire to have the Lessor consent to the assignment of the
Lessee's interest in the Lease and confirm certain items regarding the Lease.
99- 139
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt of which is hereby acknowledged, Lessor and Lessee agree as follows:
I. CONSENT TO ASSIGNMENT
Lessor hereby consents to, and grants its authorization for, the assignment of the Lease
from Lessee to Purchaser. Lessee acknowledges that a copy of the instrument attached as
EX}11bi B will be delivered to the Lessor upon its execution pursuant to the requirements of
Article X of the Lease Agreement.
II. ESTOPPEL CERTIFICATE
At the request of the Lessee and Purchaser and knowing that the Lessee and Purchaser
and others with whom they may be dealing will rely upon the accuracy of the information herein
contained, Lessor hereby confirms to Lessee and Purchaser and their successors or assigns the
following:
1. The Lease is in full force and effect and has not been modified, altered or
amended.
2. Rent due under the Lease commenced to accrue on January 11, 1984 and the
Lessee is currently up to date on all rent payments and other charges due under the Lease.
3. The Commencement Date under the Lease is July 1, 1980.
4. To the best of Lessor's knowledge, there are no uncured existing defaults of
Lessee or Lessor.
5. The Lease is on file at the Lessor's City Clerk's office.
6. Lessor and Lessee acknowledge that the total number of parking spaces in the
Parking Garage is 1,352.
7. Lessee currently uses, and during the entire Lease Term Lessee shall continue to
have the right to use: (a) fuel from Lessor's underground storage tank (upon paying the fuel costs
so used); and (b) the grease trap located beneath the Land.
III. MISCELLANEOUS
1. C912italized Terms. All initially capitalized terms used herein without being
defined herein shall have the meanings ascribed to them in the Lease.
109710 4.DOC
99- 139
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2. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of the parties hereto, including, without
limitation, the Purchaser.
3. R=ign. The Lease is hereby ratified and confirmed and remains in full force
and effect. This instrument shall control in the event of any conflict with the provisions of the
Lease.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed
as of the date set forth above.
ATTEST:
LESSOR:
CITY OF MIAMI, FLORIDA
City Clerk By.
City Manager
LESSEE:
MIAMI TOWER ASSOCIATES LIMITED
PARTNERSHIP, a Florida limited
partnership
By: Winthrop Miami Associates Limited
Partnership, a Delaware limited
partnership, its managing general
partner
By: One International Associates Limited
Partnership, a Delaware limited
partnership, its sole general partner
By: One International, Inc., a Delaware
Witnesses:
corporation, its sole general partner
Print Name: By. —
Name:
Title:
Print Name:
109710 4.DOC
99- 139
APPROVED AS TO FORM
AND CORRECTNESS:
ALEJANDRO VILARELLO
City Attorney
[Acknowledgements on next page]
109710 4.DOC
9 - In9
9 a
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STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
1999, by , as city manager of and
as city
clerk of the City of Miami, Florida, a municipal corporation under the laws of the State of
Florida, on behalf of the municipal corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the County and State
aforesaid.
Notary Public
Type, Print or Stamp Name
My Commission Expires:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
1999, by the of One International, Inc.,
a Delaware corporation, the sole general partner of One International Associates Limited
Partnership, a Delaware limited partnership, the sole general partner of Winthrop Miami
Associates Limited Partnership, a Delaware limited partnership, the managing general partner of
Miami Tower Associates Limited Partnership, a Florida limited partnership, on behalf of said
corporation and partnerships.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the County and State
aforesaid.
Notary Public
Type, Print or Stamp Name
My Commission Expires:
109710 4.DOC
99- 1"
EXHIBIT A
That certain parcel of land as described in that sketch of survey entitled "Tentative Plat of World
Trade Center" as prepared by the Department of Public Works, City of Miami, Florida, under
Job # E 1064, File # CP 246 and consisting of one sheet.
109710_4.DOC
99- 139
x� f
77)
ere,
EXF-IIBIT nB It
ASSIGNMENT AND ASSUMPTION OF AIR RIGHTS LEASE
KNOW ALL MEN BY THESE PRESENTS, that MIANII TOWER
ASSOCIATES LIMITED PARTNERSHIP, a Florida limited partnership ("Assignor"), for TEN
AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, does hereby remise, release, transfer, convey and
assign (absolutely and not as security or upon any condition) unto NATIONAL OFFICE
PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership ("Assignee"), all the
right, title and interest of Assignor in, to and under the Iease and amendments and riders thereto
described on Exhibit "A" attached hereto and made a part hereof (the "Lease"), to have and to hold
the same unto Assignee, its successors and assigns forever, and Assignor does hereby bind itself and
its successors and assigns to warrant and forever defend all and singular the title to the Lease unto
Assignee and its successors and assigns against every person whomsoever lawfully claiming or to
claim the same or any part thereo& by through or under Assignor, but not otherwise. Assignee's
address is c% Hines National Office Properties Limited Partnership, 101 California Street, Suite
1000, San Francisco, California 94111.
Assignee hereby assumes Assignor's obligations under the Lease from and after
the date hereof and covenants and agrees with Assignor to be bound by all of the terms,
covenants, agreements, provisions and conditions of the Lease to be performed or observed by
the tenant under the Lease from and after the date hereof. This assumption is made in full
compliance with the requirements of Article Y, Article 1003 of the Lease. Assignee agrees that
the provisions in Section 1001 and all of Article X of the Lease shall, notwithstanding this
assignment, be binding with respect to all future assignments, subleases and transfers. Assignee
agrees to perform any and all obligations arising under the Lease from and after the date hereof.
Assignee shall not be responsible for any liabilities, obligations and/or claims which shall have
accrued under or on account of the Lease prior to the date hereof. Assignee hereby indemnifies
and agrees to defend (with counsel reasonably satisfactory to Assignor) and hold harmless
Assignor from and against any and all liabilities, obligations, claims, costs and expenses which
Assignor may incur or suffer due to any actions, omissions, breaches or other matters which shall
occur from and after the date hereof with respect to Assignee's obligations as tenant under the
Lease. Assignor hereby indemnifies and agrees to defend (with counsel reasonably satisfactory
to Assignee) and hold harmless Assignee from and against any and all liabilities, obligations ,
claims, costs and expenses which Assignee may incur or suffer due to any actions, omissions,
breaches or other matters which have occurred prior to the date hereof with respect to Assignor's
obligations as tenant under the Lease.
The parties hereto agree to execute and deliver such further agreements, instruments and
documents and to take such other action as may be reasonably necessary or appropriate to carry
out or confirm the purposes or intent of this Assignment.
This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida.
This Agreement shall be binding -upon and inure to the benefit of the parties
hereto and their heirs, successors and assigns.
9"172
99- 139
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This Agreement may be executed in any number of counterparts, each of which,
when executed and delivered, shall be an original, but all counterparts shall together constitute
one and the same instrument.
98-6172
This instrument was prepared by
William W. Post, Esq.
Post & Heymann, LLP
100 Jericho Quadrangle, Suite 214
Jericho, New York 11753
[The remainder of this page left intentionally blank.]
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99- 109
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IN WITNESS WHEREOF, Assignor and Assignee, intending to be legally bound
hereby, have executed this Agreement as of this day of , 1999.
Signed, sealed and delivered ASSIGNOR:
in the presence of
Witness
Witness
98-6172
MIAMI TOWER ASSOCIATES LIMITED
PARTNERSHIP, a Florida limited partnership
By: Winthrop Miami Associates Limited Partnership,
a Delaware limited partnership, its managing
general partner
By: One International Associates Limited
Partnership, a Delaware limited
partnership, its sole general partner
By: One International, Inc., a Delaware
corporation, its sole general
partner
�0
Peter Braverman,
Vice President
Address:
c/o Winthrop Financial Associates
5 Cambridge Center, 9" Floor
Cambridge, Massachusetts 02142
[SIGNATURES CONTINUED ON NEXT PAGE]
3
99- 139
Signed, sealed and delivered ASSIGNEE:
in the presence of:
NATIONAL OFFICE PARTNERS LIMITED
PARTNERSHIP, a Delaware limited partnership '
Witness By: Hines National Office Partners Limited
Partnership, a Texas limited partnership, its
general partner
Witness By: Hines Fund Management, L.L.C., a
Delaware limited liability company, its
general partner
By: Hines Interests Limited
Partnership, a Delaware limited
partnership, its manager
By: Hines Holdings, Inc., a
Texas corporation, its
general partner
By:
Name:
Title:
98.6172
Address:
Hines National Office Properties Limited Partnership
101 California Street, Suite 1000
San Francisco, California 94111
4
99- 139
r
STATE OF
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
1999 by Peter Braverman, the Vice President of One International, Inc., a
Delaware corporation, the managing general partner of One International Associates Limited
Partnership, a Delaware limited partnership, the sole general partner of Winthrop Miami
Associates Limited Partnership, a Delaware limited partnership, the managing general partner of
Miami Tower Associates Limited Partnership, a Florida limited partnership, on behalf of the
corporation and the partnerships.
My commission expires:
STATE OF )
COUNTY OF )
Notary Public
[NOTARIAL SEAL]
The foregoing instrument was acknowledged before me this day of
1999 by the of Hines
Holdings, Inc., a Texas corporation, general partner of Hines Interests Limited Partnership, a
Delaware limited partnership, the manager of Hines Fund Management, L.L.C., a Delaware
limited liability company, general partner of Hines National Office Partners Limited Partnership,
a Texas limited partnership, general partner of National Office Partners Limited Partnership, a
Delaware limited partnership, on behalf of the corporation and the partnerships.
My commission expires: Notary Publice
98-6172
W
[NOTARIAL SEAL]
99- 109
EXHIBIT "A"
Lease Agreement dated July 1, 1980, between the City of Miami, as Lessor, and Dade Savings
and Loan Association, as Lessee, recorded in Official Records Book 10830, Page 569, and in
Official Records Book 10820, Page 1289, which Lease Agreement was assigned io CenTrust
Realty and Construction Company by Assignment of Lease filed March 2, 1984 in Official
Records Book 12073, Page 2693 and by Corrective Assignment of Lease filed April 28, 1987 in
Official Records Book 13261, Page 3405 (with the obligations being assumed by CenTrust
Realty and Construction Company by Assumption of Lease filed April 28, 1987 in Official
Records Book 13261, Page 3407), and subsequently assigned by CenTrust Realty Construction
Company to C.P. Tower, Ltd., by Assignment of Lease filed August 29, 1986 in Official Records
Book 13004, Page 292 and by Corrective Assignment of Lease filed April 28, 1987 in Official
Records Book 13261, Page 3409 (with the obligations being assumed by C.P. Tower, Ltd., by
Corrective Assumption of Lease filed April 28, 1987 in Official Records Book 13261, Page 3411
and rerecorded May 19, 1987 in Official Records Book 13283, Page 2945) and rerecorded May
19, 1987 in Official Records Book 13283, page 2943, as supplemented by Declaration of Rent
Commencement filed December 30, 1987 in Official Records Book 13525, Page 374 and Rider
to lease filed December 30, 1987 in Official Records Book 13525, Page 376, and subsequently
assigned by C.P. Tower, Ltd. to Miami Tower Associates Limited Partnership, by Assignment
and Assumption of Air Rights Lease dated November 7, 1991 and filed in Official Records Book
15263 page 1972, demising the premises described on Schedule One attached to this Exhibit "A"
consisting of Sheets 1 through 11.
Note: All recording references are to the Public Records of Dade County, Florida.
9s-6172
5.1
CONSENT TO AS I-NIVIENT AND ESTOPPEL CERTIpIC_
WHEREAS, on July 30, 1985, the CITY OF MIAMI, a municipal corporation of the State
of Florida (the "Lessor, ), and CENTRUST REALTY AND CONSTRUCTION COMPANY a
Florida corporation, as Lessee ("CRCC'), entered into a Lease Agreement covering approximate)
19,000.5 square feet of retail space on the ground floor of the "Parking Garage" together with the
"North Arcade" and certain rights and easements In the "South Arcade", together with appurtenant
easements, as defined in the Lease Memised Premises') located in the City of Miami, County of
Dade and State of Florida, as evidenced by Short Form
Lease Agreement recorded April 14, 1987 in Official Records Book 13247, Page 440 of the Public Records of Dade
County, Florida, and as amended by (i) Rider to Lease dated December 24, 1987, recorded Julya3
1991 in Official Records Book 15095, Page 673, whit
loading dock area is included within the Demised Premises and (ii) Secoer things,
d Rider clarified Lease at the
November 5, 1991, recorded in Official Records $ook 15263, Page 1955 of the Public Records dated
Dade County, Florida, which, among other things, clarified that the switch gear room is includ of
within the Demised Premises (collectively, the "Lease' ); and = ed
WHEREAS, CRCC has previously assigned its interest as Lessee to C.P. RETAIL, LTD.
a Florida limited partnership ('CPR') by Assignment of Lease dated December 3, 1985• and
ff. WHEREAS, CPR has previously assigned its interest as Lessee to MIAMI RETAIL
ASSOCIATES LIMITED PARTNERSHIP, a Florida limited
~l '' and Assumption of Retail Lease dated November 7,1991 and filedin �p ("Lessee') b
� y Assignment
Page 2005; andOfficial Records Book 15263,
WHEREAS, Lessee has advised the Lessor that it has assigned or is going to assign said
Agreement to NOP 100 SE 2ND STREET RETAIL, LLC, a Delaware limited liabilitycom
("Purchaser"), pursuant to Blhi it attached hereto and incorporated herein; and Pant
WHEREAS, pursuant to Article IX of the A reemen the
Manager is required as a condition of such assignment;
g t' written consent of the City
NOW, THEREFORE, it is agreed and understood as follows:
RMA-La
All of the above recitals are true and correct in all respects.
II. CON�pNTO A SI .T1T�R�t�rr.
Lessor hereby consents to, and grants its authorization for, the assi
Lessee to Purchaser. Lessee acknowledges that a copy of the instrument attached as
grunent of the Lease from
be delivered to the Lessor upon its execution pursuant to the requirements of Article IX h 1 will
110UO3:584045.2 of the Lease.
99- 139
J
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III. ESTOPPEL CFRT F_1CATE.
At the request of Lessee and Purchaser and knowing that Lessee and Purchaser and others with
Whom they may be dealing will rely upon the accuracy of the information herein contained, Lessor
hereby confirms to Lessee and Purchaser and their successors or assigns the following:
1 • The Lease is in full force and effect and has not been modified, altered or amended
except as set forth in the recitals.
2. Rent due under the Lease commenced to accrue on November 30, 1986 and Lessee
is currently up to date on all rent payments and other charges due under the Lease.
3• The. Commencement Date of the Lease is July 30, 1985.
4. To the best of Lessor's knowledge, there are no uncured existing defaults of Lessee
or Lessor.
5• A true, correct and complete copy of the Lease is on file at the City Clerk's office.
IN WITNESS WHEREOF, the undersigned executed this Consent to Assignment and
Estoppel Certificate on the day of
1999.
Witness:
Name:
Name:
APPROVED AS TO FORM AND
CORRECTNESS:
City Attorney
HOUO3:584045.2
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Name:
Title:
ATTEST:
99- 139
` `t
STATE OF FLORIDA
COUNTY OF DADE
by The foregoing instrument was acknowledged before me this day of
as city manager of and
1999,
City Of Miami, Florida, a municipal corPoration under the laws of the State of Florida,as city clerk of the
the municipal corporation, on behalf of
IN WITNESS WHEREOF, I have hereunto set rn hand and seal in the County and State
aforesaid. y
Notary Public, State of Florida
My Commission Expires: Name:
HOUO3:584045.2
09- 139
ASSIGNMENT AND ASSUMPTION OF RETAIL LEASE
KNOW ALL MEN BY THESE PRESENTS, that MIAMI
ASSOCIATES LIMITED PARTNERSHIP, a Florida limited partnership ("Assignor"), TAIL
AND NO/100 DOLLARS ($10.00) and other good and valuable consideratiop, the recei receipt
sufficiency of which are hereby acknowledged, does hereby remise, release, quitclaim, transfer,
isfer
convey and assign (absolutely and not as security or upon any condition) unto NATIONAL
OFFICE PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership'
without recourse or warranty, all the right, title and interest of Assignor in, to and u dersthe lemma l
and amendments and riders thereto described on Exhibit "A" attached hereto and made a part hereof
(the "Lease"). Assignee's address is c% Hines National Office Properties Limited Partnership, 101
California Street, Suite 1000, San Francisco, California 94111. p
Assignee hereby assumes Assignor's obligations under the Lease from and after
the date hereof and covenants and agrees with Assignor to be bound by all of the terms
covenants, agreements, provisions and conditions of the Lease to be performed or observed by
the tenant under the Lease from and after the date hereof. This assumption is made in full
compliance with the requirements of Article IX, Article 902 of the Lease. Assignee agrees that
the provisions in Section 901 and all of Article IX of the Lease shall, notwithstandin
assignment, be binding with respect to all future assignments, subleases and g this
agrees to perform any and all obligations arising under the Lease from and after the dathe Assignee
Assignee shall not be responsible for any liabilities, obligations and/or claims which shall have
`accrued under or on account of the Lease prior to the date hereof. Assignee hereby indemnifies
and agrees
Assi �T to defend (with counsel reasonably satisfactory to Assignor) and hold h
' g or from and against any and all liabilities, obligations, claims, costs and a armless
Assignor may incur or suffer due to any actions, omissions, breaches or other matters which es which
occur from and after the date hereof with respect to Assignee's obligations as tenant under the
Lease.
This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their heirs, successors and assigns.
This Agreement may be executed in any number of counterparts, each of which,
when executed and delivered, shall be an original, but all counterparts shall together constitute
one and the same instrument.
This instrument was prepared by
William W. Post, Esq.
Post & Heymann, LLP
100 Jericho Quadrangle, Suite 214
Jericho, New York 11753
.01
98.6172
IS -- 13,9
f
` . IN WITNESS WHEREOF, Assignor and Assignee, intending to be legally bound
hereby, have executed this Agreement as of this
day of , 1999.
Signed, sealed and delivered ASSIGNOR:
in the presence of
MIAMI RETAIL ASSOCIATES LIMITED
PARTNERSHIP, a Florida limited partnership
Witness
By: Winthrop Miami Associates Limited Partnership,
a Delaware limited partnership, its managing
general partner
Witness By: One International Associates Limited
Partnership, a Delaware limited
Partnership, its sole general partner
By: One International, Inc.; a Delaware
corporation, its sole general
partner
L•
Peter Braverman,
Vice President
Address:
c/o Winthrop Financial Associates
5 Cambridge Center, 9" Floor
Cambridge, Massachusetts 02142
[SIGNATURES CONTINUED ON NEXT PAGE]
9" 172
99-- 139
a
Signed, sealed and delivered
ASSIGNEE:
in the presence of
NATIONAL OFFICE PARTNERS LIMITED
PARTNERSHIP, a Delaware limited partnership
Witness
BY: Hines National Office Partners Limited
Partnership, a Texas limited partnership, its
general partner
Witness
BY: Hines Fund Management, L.L.C.,
a
Delaware limited liability company, its
general partner
BY: Hines Interests Limited
Partnership, a Delaware limited
partnership, its manager
By: Hines Holdings, Inc., a
Texas corporation, its
general partner
y
By
Name:
Title:
Address:
Hines National Office Properties Limited Partnership
101 California Street, Suite
1000
San Francisco, California 94111
9" 172
3
aJ- �a
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me this.
1999 by Peter Braverman, the Vice President of One International, I c.,ay oa
Delaware corporation, the managing general partner of One International Associates Limited
Partnership, a Delaware limited partnership, the sole general partner of Winthrop Miami
Associates Limited Partnership, a Delaware limited partnership, the managing general partner of
Miami Retail Associates Limited Partnership, a Florida limited partnership, on behalf of the
corporation and the partnerships.
My commission expires: Notary Public
[NOTARIAL SEAL]
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me this
1999 by day of
Holdings, Inc., a Texas corporation,the of Hines
ted Partnership, a
Delaware limited partnership, the manager HiineesoFund Management,Interests rL.L.0 , as Delaware
limited liability company, general partner of Hines National Office Partners Limited Partnership,
a Texas limited partnership, general partner of National Office Partners Limited Partnership, a
Delaware limited partnership, on behalf of the corporation and the partnerships.
My commission expires: Notary Public
98-6172
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[NOTARIAL SEAL]
99- 139
EXHIBIT "A"
Lease Agreement dated July 30, 1985, between the City of Miami, as Lessor, and CenTrust
Realty and Construction Company, as - Lessee, which Lease Agreement was assigned to C.P.
Retail, Ltd., by Assignment of Lease dated December 30, 1985, (a Short Form Lease Agreement
evidencing such Lease Agreement as assigned by the Assignment of Lease was. recorded April
14, 1987, in Official Records Book 13247, Page 440), as supplemented by Rider to Lease dated
December 24, I987, recorded July 3, 1991 in Official Records Book 15095, page 673 and
Second Rider to Lease dated November 5, 1991, which Lease Agreement was assigned to Miami
Retail Associates Limited Partnership by Assignment and Assumption of Retail Lease dated
November 7, 1991 and filed in Official Records Book 15263, page 2005, demising the premises
described on Schedule Two attached to this Exhibit "A" consisting of Sheets 12 through 24.
Note: All recording references are to the Public Records of Dade County, Florida.
98-6172
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CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM 18 A
TO: The Honorable Mayor and Members DATE: FEB I
of the City Commission FILE
SUBJECT: Assignments of the Interests of
Miami Tower Associates Limited
FROM: Partnership and Miami Retail
4,4mlaHilea,sh'aiv REFERENCES: -Associates Limited Partnership
City Manager ENCLOSURES:
RECOMMENDATION:
The administration recommends that the City Commission approve
interests of Miami Tower Associates Limited Partnership and Miami Retail Associates assignments Limited
Partnership, under the Air Rights and Retail Leases between said entities, respectively, as
Lessees, and the City of Miami, as Lessor, pertaining to the
property
NationsBank Tower, located at 100 S.E. 2nd Street, Miami, Florida.Specifically this
resolution approves: (i) the Assignment by Miami Tower Associates Limited Partnership, to
NOP 100 SE 2nd Street Tower, LLC, of Lessee's interests under the Air Rights Lease, (ii) the
Assignment by Miami Retail Associates Limited Partnership to NOP 100 SE 2nd LLC, of Lessee's interest under the Retail Lease, and
(ifi) the parking agreements, all in substantially the forms attached hereto resolutiStreerelated
t Retail, further
r
authorizes the City Manager to execute the required estoppel ce
documents required in connection with said transfer. rtificates and any other
BACKGROUND:
The City of Miami ("City") is the Lessor and Miami Tower Associates Limited Partnership
("Miami Tower") is the Lessee, under the Air Right Lease Agreement dated as of July 1, 1980
(the "Air Rights Lease") affecting the property known as the Nation BanBuilding located at
100 S.E. 2nd Street, Miami, Florida (the "Property"). The City is the Lessor and Miami Retail
Associates Limited Partnership ("Miami Retail") is the Lessee, under the Retail Lease
Agreement dated as of July 30, 1985 (the "Retail Lease") affecting the Property, Miami Tower
wishes to assign its interests in the Air Rights Lease to NOP 100 SE 2nd Street Tower, LLC, a
Delaware Limited Liability Company ("NOP") and Miami Retail wishes to assign its interest
in the Retail Lease to NOP. Miami Tower and Miami Retail have requested the City's
consent to the above described assignments all in accordance with the provisions of the
corresponding agreements.
i
tit I'
DW:DB: :af: Mayor CC -Assignment .doc
9 J 1 "9
'i
i
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The Honorable Mayor and Members
of the City Commission
`Don d H. arshaww
City Manager
RECOMMENDATION:
Assignments of the Interests of
Miami Tower Associates Limited
Partnership and Miami Retail
Associates Limited Partnership
The administration recommends that the City Commission approve
interests of Miami Tower Associates Limited Partnership and Miami Retail Associates Limited
Partnership, under the Air Rights and Retail Leases between said entities, respectively, as
Lessees, and the City of Miami, as Lessor, pertaining to the property known as the
NationsBank Tower, located at 100 S.E. 2nd Street, Miami, Florida. Specifically this
resolution approves: (i) the Assignment by Miami Tower Associates Limited Partnership, to
NOP 100 SE 2nd Street Tower, LLC, of Lessee's interests under the Air Rights Lease, (ii) the
Assignment by Miami Retail Associates Limited Partnership to NOP 100 SE 2nd Street Retail,
LLC, of Lessee's interest under the Retail Lease, and
(iii) the nt of the relate
parking agreements, all in substantially the forms attached hereto. This resolution esolution further
authorizes the City Manager to execute the required estoppel certificates and any other
documents required in connection with said transfer.
BACKGROUND: :3
The City of Miami ("City") ty') is the Lessor and Miami Tower Associates Limited Partnership
("Miami Tower") is the Lessee, under the Air Right Lease Agreement dated as of July 1, 1980
(the "Air Rights Lease") affecting the property known as the NationsBank Building located at
100 S.E. 2nd Street, Miami, Florida (the "Property"). The City
Associates Limited Partnership ("Miami Retail") is the Lessee, e underr the Reand tail l Lease
Agreement dated as of July 30, 1985 (the "Retail Lease") affecting the Property. Miami Tower
wishes to assign its interests in the Air Rights Lease to NOP 100 SE 2nd Street Tower, LLC, a
Delaware Limited Liability Company ("NOP") and Miami Retail wishes to assign its interest
in the Retail Lease to NOP. Miami Tower and Miami Retail have requested the City's
consent to the above described assignments all in accordance with the provisions of the
corresponding agreements. ,.
DW:DB: :af: Mayor CC •Assignment .doc
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