HomeMy WebLinkAboutR-86-0213J-88-287
3/13/88
RESOLUTION NO. 8 6" 2 1 9
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AGREEMENT, IN SUBSTANTIALLY THE FORM
ATTACHED, CONCERNING THE CENTRUST TOWER LEASE
OF AIR RIGHTS WHEREBY THE CITY SHALL CONSENT
TO THE ASSIGNMENT OF SAID LEASE TO C. P.
TOWER, LTD., A FLORIDA LIMITED PARTNERSHIP,
AND WHEREBY THE CITY SHALL ALSO PROVIDE A
NONDISTURBANCE AGREEMENT TO SAID SUCCESSOR
TENANT, C. P. TOWER, LTD.; FURTHER
AUTHORIZING THE CITY MANAGER, ON BEHALF OF
THE CITY, TO PROVIDE FUTURE NONDISTURBANCE
AGREEMENT AT THE REQUEST OF SAID SUCCESSOR
TENANT.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA:
Section 1. The City Manager is hereby authorized to
execute agreements, substantially in the form attached,
concerning the CenTrust Tower lease of air rights whereby the City
shall consent to the assignment of said lease to C. P. Tower,
Ltd., a Florida Limited Partnership, and whereby the City shall
also provide a nondisturbance agreement to said successor tenant,
C. P. Tower, Ltd.
Section 2. The City Manager, on behalf of the City, is
also hereby authorized to provide future nondisturbanoe agreements
at the request of said successor tenant.
PASSED AND ADOPTED this 18th day of MARCH
ATT T
MATTY HIRAI, CITY CLERK
PRE PA D AND APPROVED BY:
ROBERT F. CLARK
CHIEF DEPUTY CITY ATTORNEY
APPROVED 4# TO FORM AND CORRECTNESS:
, 1986.
VIER L. SUAR , MAYOR
/tom
MU A A. DOUGHE TY, CITY ATTORNEY
RFC / rr / 113
�,rrt COMMISSION
MEETING 07
CITY OF MIAMI. FLORIDA
INTER -OFFICE MEMORANDUM %) .
TO, Honorable Mayor and Members
of the City Commission
FROM ?Uoia A. Dougher y
City Attorney
V
DATE March 13, 1986 FILE:
SUBJECT City Commission Meeting of
March 18, 1988
REFERENCES.
ENCLOSURES. (3)
Enclosed please find a resolution which authorizes the City
Manager to consent to an assignment of the air right's lease from
CenTrust Realty and Construction Corp. to C.P. Tower, Ltd., a
Florida Limited Partnership, in substantially the form attached.
Said resolution also authorizes the City Manager to execute a
nondisturbanoe agreement in substantially the form attached and
further authorizes the Manager to execute future nondisturbanoe
agreements with C. P. Tower, Ltd., its successor or assigns.
LAD/AV/rr/114
cc: Cesar H. Odio, City Manager
Natty Hirai, City Clerk
86-91 9
W
IIIIIIIIIIIII11M
CONSENT TO ASSIGNMENT
WHEREAS, on March 1, 1984, the CITY OF MIAMI, as Lessor, and
CenTrust REALTY AND CONSTRUCTION COMPANY, a Florida Corporation,
as Lessee, entered into a Lease Agreement; and
WHEREAS, CenTrust REALTY AND CONSTRUCTION COMPANY, A Florida
Corporation, as Lessee, has advised the CITY OF MIAMI, as Lessor,
that it desires to assign said Lease Agreement to C.P. TOWER,
LTD., a Florida Limited Partnership, per the attached hereto and
incorporated herein as Exhibit "A"; and
WHEREAS, pursuant to Article 10 of the above described Lease
Agreement, the written consent of the City of Miami, as Lessor,
is required as a condition of such Assignment;
NOW, THEREFORE, it is agreed and understood as follows:
1. RECITALS:
All of the above recitals are true and correct in all
respects.
2. CONSENT TO ASSIGNMENT:
The CITY OF MIAMI, as Lessor, hereby consents and grants
its authorization for the Assignment of the March 12 1984 Lease
Agreement from CenTrust REALTY AND CONSTRUCTION COMPANY, a
Florida Corporation, as Lessee, to C.P. TOWER, LTD., a Florida
Limited Partnership.
IN WITNESS WHEREOF, the undersigned has executed this
Consent on the day of
WITNESSES:
, 1986.
THE CITY OF MIAMI, Lessor
B y : --
City Manager
ATTEST: Y
MATTY HIRAI, CITY CLERK
APPROVED AS TO FORM AND
CORRECTNESS:
FOR
LUCIA A. DOUGHERTY
CITY ATTORNEY
2 0 86-91 8
ASSIGNMENT OF LEASE
1. PARTIES •
The parties to this Assignment of Lease are:
1.1 CenTrust REALTY AND CONSTRUCTION COMPANY, a
Florida corporation, (Assignor); and
1.2 C.P. Tower, Ltd., a Florida Limited
Partnership, (Assignee). CenTrust Realty and Construction
Company, a wholly -owned subsidiary of CenTrust Savings Bank, is
the general partner of Assignee and owns a ninety-nine (.99)
percent interest in the Assignee. 101 Real Estate Corp., also a
wholly owned suoiidiercentfint rests n he Assig eeBank owns the
remaining one ( ) p
2. SUBJECT MATTER.
2.1 Assignor is the owner and holder of the
tenant's interest under that certain Assignment of Lease,
effective as of Karch 1, 1984, recorded in Official Records Book
12073 at Page 2693 of the Public Records of Dade County, Florida
(the "Lease"), which assignment was approved by Lessor, pursuant
to City of Miami Resolution No. 84-865.
2.2 Assignor agrees to sell to Assignee and
Assignee agrees to purchase from Assignor all of the Assignor's
right, title and interest in and to said Lease, subject,
however, to all of the terms and conditions of this Assignment.
3. ASSIGNMENT.
3.1 For value received, Assignor does hereby
assign, transfer and set over unto Assignee all right, title and
interest of the Assignor in and to the Lease described in
Section 2.1 and the Assignee agrees to perform all of the
obligations of the Lease required to be performed under the
Lease.
3.2 This Assignment is effective as of December
31, 1985 and is subject to approval by the Lessor.
3.3 Notwithstanding this Assignment, the
Assignor shall remain fully bound to the Lessor with respect to
the obligations of the Lease to be performed by the Lessee.
4. WARRANTIES.
The Assignor represents and warrants to the
Assignee that:
4.1 The recitations contained in Section 2.1 are
true.
4.2 The Lease is good and current standing as to
performance of the Lessor and Lessee.
4.3 And the Assignor fully warrants to the
Assignee the Assignor's title in the Lease.
ASSIGNOR:
Attest: CenTrust Realty and Construction
Company
By: By
Edward L. Abbott, Joel Ware, Vice -President
Secretary
86-213
ASSIGNEE:
Attest: C.P. Tower, Ltd.
i
By: �.� �r�' l✓
Edward L. Abbott#
Secretary
CenTrust Realty and
Construction Company,
General Partner
STATE OF FLORIDA
COUNTY OF DADE
By
Joel Warer Vice -President
CenTrust Realty and Construction
Company, General Partner
The foregoing instrument was acknowledged before me
this 3oAN day of December, 1985 by Joel Ware and Edward L. Abbott
as Vice -President and Secretary, respectively of CenTrust Realty
and Construction Company, a Florida corporation for the purposez
therein expressed on behalf of the corporation.4
Notary Pub l'
My Commission NflHPdU11Lft%1ATE OF FLORIDA
MY CONMISSION EXP. OCT 22,1988
BONDED THRU GENERAL INS. UND.
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me
this ' Aday of December, 1985 by Joel Ware and Edward L. Abbott
as Vice -President and Secretary of CenTrust Realty and
Construction Company, a Florida corporation, in its capacity as
general partner of C.P. Tower, Ltd., a Florida limited
L, for the purposes therein expressed on behalf of the
partnership.
My Commission Expires:
NOTARY PUBLIC STATE OF FLORMA
MY COMMISSION EXP. OCT 22,1988
BONDED THRU GENERAL INS. JND.
0235j
12/26/85/3/kfb
r
Not r Pub c
T
k
86--218
6.
CERTIFICATE
The undersigned as Secretary of CenTrust Realty and
Construction Company, in its capacities both as Assignor, and
as the general partner of C.P. Tower, Ltd., Assignee, does
hereby certify to The City of Miami with respect to that
certain Assignment of Lease (attached):
1. The Assignor is a duly organized corporation
under the laws of Florida.
2. The officers of the Assignor who executed and
delivered the Assignment were duly authorized to execute and
deliver it pursuant to corporate resolution as the act and deed
of CenTrust Realty and Construction Company.
3. Ninety-nine (.99) percent of the limited
partnership interest in C.P. Tower, Ltd., the Assignee is owned
by CenTrust Realty and Construction Company, the Assignor, a
wholly -owned subsidiary of CenTrust Savings Bank. The
remaining one (.01) percent interest in C.P. Tower, Ltd., is
owned by 101 Real Estate Corp., a Florida corporation which is
also wholly -owned by CenTrust Savings Bank.
4. Pursuant to resolution duly adopted by the
Assignee, the Assignee expressly assumed the obligations of
Lessee under the Lease.
5. The officer of the Assignee who executed the
Assignment was duly authorized to execute and deliver it
pursuant to partnership resolution as the act and deed of C.P.
Tower, Ltd.
6. Each of the foregoing constitutes a
representation of facts existing as of December 31, 1985 and on
the date hereof.
7. This Certificate is made for the express purpose
of inducing the City of Miami to approve the Assignment as of
December 31, 1985.
_ ._...... y,
Edward L. Abbott
0248j
12/26/85/3/kfb
86-213
ASSUMPTION OF LEASE
1. PARTIES.
The parties to this Assumption of Lease are:
1.1 CenTrust REALTY AND CONSTRUCTION COMPANY, a
Florida corporation, (Assignor); and
1.2 C.P. Tower, Ltd., a Florida Limited
Partnership, (Assignee).
2. SUBJECT MATTER.
2.1 The parties hereto are parties to a certain
Assignment of Lease (the "Assignment") executed
contemporaneously herewith. The Lease which is the subject of
the Assignment is recorded in Official Records Book 10820 at
Page 1289 of the Public Records of Dade County, Florida (the
Lease) and was previously assigned pursuant to an Assignment of
Lease, recorded in Official Records Book 12073 at Page 2693 of
the Public Records of Dade County, Florida.
2.2 The purpose of this Agreement is to comply
with Article X of the Lease which is the subject of the
Assignment (described in Section 2.1).
3. ASSUMPTION. For value received, the Assignee
assumes the obligations of Lessee under the Lease.
Executed as of December 31, 1985
Attest:
By: z,t
Edward L. Abbott,
Secretary
Attest:
f
By
Edward L. Abbott,
Secretary
CenTrust Realty and
Construction Company,
General Partner
STATE OF FLORIDA
COUNTY OF DADE
ASSIGNOR:
CenTrust Realty and Construction
Company '
By •
Joel Ware, Vice President
ASSIGNEE:
C.P. Tower, Ltd.
By:
Joel Ware# Vice -President
CenTrust Realty and Construction
Company, General Partner
The foregoing instrument was acknowledged before me
this 3�6 day of December, 1985 by Joel Ware and Edward L. Abbott
as Vice -President and Secretary, respectively of CenTrust Realty
and Construction Company, a Florida corporation for the purposes
therein expressed, on behalf of the corporatio90
Notary Pu ice State of Flor
My Commission Expires:
_ BOTANY PUBLIC STATE Of FLORIDA
LIT COMMISSION EIP. OCT 22,1980
IONDEO TNRU GENERAL INS. UND.
V_
EL
86-'218
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me
this day of December, 1985 by Joel Ware and Edward L. Abbott
as Vice resident and Secretary, respectively of CenTrust Realty
Construction Company, a Florida corporation, general partner of
C.p. Tower, Ltd., a Florida limited partnership, for the
purposes therein eapFloridaln its capacity as limited pa tnershigeneral partner of
C.P. Towe , • ;/%
Notary Publ' , State of Florida
My Commission Expires:
NOTARY PUBLIC STATE Of FLORIOA
NY COMMISSION EXP. OCT 22,1988
o0NDED THRU GENERAL INS. UND.
0 86-218
NONDISTURBANCE AGREEMENT
This Nondisturbance Agreement is entered into as of
, 1986 by THE CITY OF MIAMI, FLORIDA, a
municipal corporation under the laws of the State of Florida
(the "City") and C.P. TOWER, LTD., a Florida limited
partnership ("Tenant").
A. City is landlord - and Tenant is successor tenant
under that certain Lease Agreement (the "Miami Lease") dated as
of July 1, 1980, between the City and Dade Savings and Loan
Association related to the "volume of space lying above . . .
the land" which is "described in that sketch of survey entitled
"Tentative Plat of World Trade Center it
states:
B. Section 1006, Nondisturbance, of the Miami Lease
The City shall from time to time . . . enter
into agreements with [Tenant] and one or
more subtenants of [Tenant] which agreements
shall provide that in the event of a
termination of this Lease, the possession of
such subtenants and the enjoyment of all
rights and privileges hereunder by such
subtenants, shall not be disturbed so long
as such subtenants shall agree that upon
request of the City following a termination
of this Lease, the subtenants will attorn to
the City and will execute and deliver such
instrument as the City may require in order
to confirm such attornment.
C. Potential subtenants of the office space which
Tenant has built pursuant to the Miami Lease ("Subtenants")
will not enter into subleases with Tenant (the "Subleases")
until and unless an agreement as anticipated by Section 1006 of
86-213
the Lease is duly executed; it is in the best interests of the
City and Tenant that Subtenants enter into such Subleases.
D. Each Sublease shall contain substantially the
following language:
(Subtenant) specifically agrees that upon a
termination of the Miami Lease and upon
request of the lessor under that Lease (the
"City"), [Subtenant] shall attorn to the
City and shall execute and deliver such
instrument as the City may require to
confirm such attornment [provided the City
recognizes and agrees not to disturb
Subtenant]. [Subtenant's] agreement to
attorn to the City is given in this Lease
for the benefit of, and shall be deemed an
agreement with, the City provided the City
executes an instrument ... in which the City
agrees that, in the event of a termination
of the Miami Lease, the possession of
(Subtenant] and the enjoyment of all rights
and privileges under the Miami Lease by
[Subtenant] shall not be disturbed so long
as [Subtenant] agrees to attorn to the City.
In consideration of the matters described in the
recitals to, and the terms and covenants contained in, this
Agreement, the sufficiency of which consideration is
acknowledged by the parties to this Agreement, the City and
Tenant agree to the following terms and covenants.
1. The recitals to this Agreement are true and
are incorporated in this Agreement.
2. Subtenant's execution of the Sublease in a
form containing substantially the language described in Recital
D above shall, together with this Agreement, be deemed an
Agreement in the form anticipated in Section 1006 of the Miami
-2-
86-21 3
Lease. Each Subtenant executing such Subleases shall be
referred to in this Agreement as an "Attorning Subtenant."
3. In the event of a termination of the Lease,
the possession of each Attorning Subtenant, and the enjoyment
by each Attorning Subtenant of all rights and privileges under
the Lease and its Sublease shall not be disturbed. This
Agreement is intended, and shall be deemea, zo De znaL
instrument anticipated in the Subleases wherein the City agrees
that Subtenants shall not be disturbed.
4. This Agreement is binding upon, and shall
inure to the benefit of, the parties to this Agreement and
their respective successors and assigns in interest.
This Agreement may be executed in several counterparts
all of which shall constitute one agreement.
[Official Seal] THE CITY OF MIAMI, FLORIDA
Attest:
By:
City Clerk City Manager
Approved as to Form and
Correctness
City Attorney
C.P. TOWER, LTD.
By:
General Partner
-3-
r 86 1 3
STATE OF FLORIDA )
ss.:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me
this _ day of , 1986 by ►
City Manager of THE CITY OF MIAMI, FLORIDA on behalf of the
City.
(SEAL)_
Notary Public
State of Florida at Large
My Commission Expires:
STATE OF FLORIDA )
ss.:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me
this day of , 1986 by Ir
General
Partner of C.P. TOWER, LTD. on behalf of the partnership.
0724j
012486/2/alc
-4-
(SEAL)_
Notary Public
State of Florida at Large
My Commission Expires:
• 86-213
r
ASSIGNMENT OF LEASE
PARTIES.
The parties to this Assignment of Lease are:
1.1 CenTrust REALTY AND CONSTRUCTION COMPANY, a
Florida corporation, (Assignor's and
1.2 C.P. Tower, Ltd., a Florida Limited
Realty and Construction
Partnership, (Assignee) . CenTrust
-owned subsidiary of CenTrust Savings Bank, is
`{
Company, a wholly
the general partner of Assignee and owns a ninety-nine (.99)
101 Real Estate Corp., also a
i
percent interest in the Assignee.
-owned subsidiary of CenTrust Savings Bank owns the
wholly
remaining one (.01) percent interest in the Assignee.
2. SUBJECT MATTER.
t
t°. 1
i
2.1 Assignor is the owner and holder of the
Assignment of ease,
tenant's interest under that certain
ds Book
Karch 1, 1984, recorded in Official RecorFlorida
effective as of
12073 at Page 2693 of the Public Records of Dade County,
Lessor,
(the "Lease") , which assignment was approved by pursuant
to City of Miami Resolution No. 84-865.
2.2 Assignor agrees to sell to Assignee and
from Assignor all of the Assignor's
Assignee agrees to purchase sub
and interest in and daAssignmentct,
sof
ionsto
right, title this
however, to all of the terms and condit
_
y
3. ASSIGNMENT.
f
`
fiYFS
3.1 For value received, Assignor does hereby fl
right, title and
b s
assign, transfer and set over unto Assignee all
in and the in •
dallriofd
s;
interest of the Assignor the
a=form
Section 2.1, and the Assignee agreesP a
the
obligations of the Lease required to be performed under
,
Lease.
3.2 This Assignment is effective as of December
311 1985 and is subject to approval by the Lessor.
3.3 Notwithstanding this Assignment, the
Assignor shall remain fully bound to the Lessor with respect to
b� by the Lessee.
P
the obligations of the Lease to performed q
T
`
4. WARRANTIES.
t�
The Assignor represents and warrants to the
Assignee that:
4.1 The recitations contained in Section 2.1 are
true.
4.2 The Lease is good and current standing as to
performance of the Lessor and Lessee.
4.3 And the Assignor fully warrants to the
Assignee the Assignor's title in the Lease.
} ASSIGNOR:
Attest: CenTrust Realty and Construction
CompanyBy:� / a, 1 �2�
By: 7.,�.
Edward L. Abbott, Joel Ware, Vice -President
Secretary
10 116-213
ehl
ASSIGNEE:
Attest: C.P. Tower, Ltd.
By: _ ZZ,Z"' --
Edward L. Abbott,
Secretary
CenTrust Realty and
Construction Company,
General Partner
STATE OF FLORIDA
COUNTY OF DADE
9
By ul
Joel are, Vice -President
CenTrust Realty and Construction
Company, General Partner
The foregoing instrument was acknowledged before me
this 3;^ day of December, 1985 by Joel Ware and Edward L. Abbott
as Vice -President and Secretary, respectively of CenTrust Realty
and Construction Company, a Florida corporation for the purposez
therein expressed on behalf of the corporation.+�
Notary Publ'
My Commission N8HP& Lft%tATE OF FLGRIOA
NY CONNISSION EXP. OCT 22.1988
BONDED TNAU GENERAL INS. 00.
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me
this 'StAday of December, 1985 by Joel Ware and Edward L. Abbott
as Vice -President and Secretary of CenTrust Realty and
Construction Company, a Florida corporation, in its capacity as
general partner of C.P. Tower, Ltd., a Florida limited
artnership for the purposes therein expressed on behalf of the
P
partnership.
Not r Pub c
My Commission Expires:
NOTARY PUBIC STATE OF FLOR:OA
NY CONNISSION EXP. OCT 22.1908
MED TNAU GENERAL INS. J!10.
0235J
12/26/85/3/kfb
0$6.918
W
7
s'I".
W
CERTIFICATE
The undersigned as Secretary of CenTrust Realty and
Construction Company, in its capacities both as Assignor, and
as the general partner of C.P. Tower, Ltd., Assignee, does
hereby certify to The City of Miami with respect to that
certain Assignment of Lease (attached):
1. The Assignor is a duly organized corporation
under the laws of Florida.
2. The officers of the Assignor who executed and
delivered the Assignment were duly authorized to execute and
deliver it pursuant to corporate resolution as the act and deed
of CenTrust Realty and Construction Company.
3. Ninety-nine (.99) percent of the limited
partnership interest in C.P. Tower, Ltd., the Assignee is owned
by CenTrust Realty and Construction Company, the Assignor, a
wholly -owned subsidiary of CenTrust Savings Bank. The
remaining one (.01) percent interest in C.P. Tower, Ltd., is
owned by 101 Real Estate Corp., a Florida corporation which is
also wholly -owned by CenTrust Savings Bank.
4. Pursuant to resolution duly adopted by the
Assignee, the Assignee expressly assumed the obligations of
Lessee under the Lease.
5. The officer of the Assignee who executed the
Assignment was duly authorized to execute and deliver it
pursuant to partnership resolution as the act and deed of C.P.
Tower, Ltd.
6. Each of the foregoing constitutes a
representation of facts existing as of December 31, 1985 and on
the date hereof.
7. This Certificate is made for the express purpose
of inducing the City of Miami to approve the Assignment as of
December 31, 1985.
0248J
12/26/85/3/kfb
e
_l ,t
p �
G l
Edward L. Abbott
P, 86-91 1
^1
ice,
ASSUMPTION OF LEASE
1. PARTIES.
The parties to this Assumption of Lease are:
1.1 CenTrust REALTY AND CONSTRUCTION COMPANY, a
Florida corporation, (Assignor)t and
1.2 C.P. Tower,
Partnership, (Assignee).
2. SUBJECT MATTER.
Ltd., a Florida Limited
2.1 The parties hereto are parties to a certain
Assignment of Lease (the "Assignment") executed
contemporaneously herewith. The Lease which is the subject of
the Assignment is recorded in Official Records Book 10820 at
Page 1289 of the Public Records of Dade County, Florida .(the
Lease) and was previously assigned pursuant to an Assignment of
Lease, recorded in Official Records Book 12073 at Page 2693 of
the Public Records of Dade County, Florida.
2.2 The purpose of this Agreement is to comply
with Article X of the Lease which is the subject of the
Assignment (descriped in Section 2.1).
3. ASSUMPTION. For value received, the Assignee
assumes the obligations of Lessee under the Lease.
Executed as of December 310 1985
ASSIGNOR:
Attest:
,/
By: 7.�L•:..0
Edward L. Abbott,
Secretary
Attest:
Edward L. Abbott,
Secretary
CenTrust Realty and
Construction Company,
General Partner
STATE OF FLORIDA
COUNTY OF DADE
CenTrust Realty and Construction
Company
By.
Joel Ware, Vice President
ASSIGNEE:
C.P. Tower, Ltd.
By: �.���.` >
Joel Warep Vice -President
CenTrust Realty and Construction
Company, General Partner
The foregoing Instrument was acknowledged before me
this ji6day of December, 1985 by Joel Ware and Edward L. Abbott
as Vice -President and Secretary, respectively of CenTrust Realty
and Construction Company, a Florida corporation for the purposes
therein expressed, on behalf of the corporation.
My Commission Bxpiress
NOiANY NKIC iTM W FL0110A
NY t401153101 EA/. OCT 22,1901
900090 "AY 69KNAL INS. YNO.
State of floe
► 8 6 -. 9 , �
STATE OF FLORIDA
COUNTY OF DADE
16
,�
The foregoing instrument was acknowledged before me
this _yAdayof December, 1985 by Joel Mare and Edward L. Abbott
as vice -President and Secretary, respectively of CenTrust Realty
Conatruction Company, a Florida corporation, general partner of
C.P. Tower, Ltd., a Florida limited partnership, for the
purposes therein expressed in its capacity as general partner of
C.P. Tower, Ltd., a Florida limited partnership.
Notary Pub l , State of Flor eia
My Commission Expires
NOTARY PUBLIC STATE OF VLORTOA
IN CORNISSION EXP. OCT 22,I988
NONDED TNRU GENERAL INS. 'JMO.
61
086-213
El
NONDISTURBANCE AGREEMENT
This Nondisturbance Agreement is entered into as of
01 1986 by THE CITY OF MIAMI, FLORIDA, a
municipal corporation under the laws of the State of Florida
(the "City") and C.P. TOWER, LTD., a Florida limited
partnership ("Tenant").
A. City is landlord -and Tenant is successor tenant
under that certain Lease Agreement (the "Miami Lease") dated as
of July i, 198u, between LnC ;-+,Y ---- -- -
Association related to the "volume of space lying above . . .
the land" which is "described in that sketch of survey entitled
"Tentative Plat of World Trade Center . . ."•
B. Section 1006, Nondisturbance, of the Miami Lease
states:
The City shall from time to time . . . enter
into agreements with (Tenant] and one or
more subtenants of (Tenant] which agreements
shall provide that in the event of a
termination of this Lease, the possession of
such subtenants and the enjoyment of
all
rights and privileges hereunder by such
subtenants, shall not be .disturbed so long
as such subtenants shall agree that upon
request of the City following a termination
of this Lease, the subtenants will attorn to
the City instrument adelivernd will execute and
s he City may require in order
to confirm such attornment.
C. Potential subtenants of the office space which
Tenant has built pursuant to the Miami Lease ("Subtenants")
will not enter into subleases with Tenant (the "Subleases")
until and unless an agreement as anticipated by Section 1006 of
11�
r�
the Lease is duly executed; it is in the best interests of the
City and Tenant that Subtenants enter into such Subleases.
D. Each Sublease shall contain substantially the
following language:
[Subtenant] specifically agrees that upon a
termination of the Miami Lease and upon
request of the lessor under that Lease (the
"City"), [Subtenant] shall attorn to the
City and shall execute and deliver such
instrument as the City may require to
confirm such attornment [provided the City
recognizes and agrees not to disturb
Subtenant]. [Subtenant's] agreement to
attorn to the City is given in this Lease
for the benefit of, and shall be deemed an
agreement with, the City provided the City
executes an instrument ... in which the City
agrees that, in the event of a termination
of the Miami Lease, the possession of
[Subtenant] and the enjoyment of all rights
and privileges under the Miami Lease by
[Subtenant] shall not be disturbed so long
as [Subtenant] agrees to attorn to the City.
In consideration of the matters described in the
recitals to, and the terms and covenants contained in, this
Agreement, the sufficiency of which consideration is
acknowledged by the parties to this Agreement, the City and
Tenant agree to the following terms and covenants.
1. The recitals to this Agreement are true and
are incorporated in this Agreement.
2. Subtenant's execution of the Sublease in a
form containing substantially the language described in Recital
D above shall, together with this Agreement, be deemed an
Agreement in the form anticipated in Section 1006 of the Miami
-2-
r�
Lease. Each Subtenant executing
such Subleases shall be
"Attorning Subtenant."
re
ferred to in this Agreement as an
3. In the event of a termination of the Lease,
and the enjoyment
the possession of each Attorning Subtenant► privileges under
by each Attorning Subtenant of all rights and
Lease and its Sublease shall not be disturbed. This
the to be that
Agreement is intended, and shall by deemed, it agrees
instrument anticipated in the Subleases wherein the City 9
that Subtenants shall not be disturbed. and shall
4. This Agreement is binding upon,
inur
e to the benefit of, the parties to this Agreement and
their respective successors -and assigns in interest.
This Agreement may be executed in several counterparts
all of which shall constitute one agreement.
(Official Seal]
Attest:
City Clerk
Approved as to Form and
Correctness
C ty Attorney
THE CITY OF MIAMI, FLORIDA
By
City Manager
C.P. TOWER, LTD.
By:
General Partner
-3-
STATE OF FLORIDA )
COUNTY OF DADE )
The foregoing instrument was acknowledged before me
` day of op1986 by
City Manager of THE CITY OF MIAMI, FLOAIDA on behalf of the
this _
y -
Y City.
(SEAL _
Notary Public
State of Florida at Large
My Commission Expires:
STATE OF FLORIDA ss..
COUNTY OF DADE
The foregoing instrument was acknowledged before me
this day of
1986 by , General
Partner of C.P. TOWER, LTD. on behalf of the partnership.
0724J
012486/2/alc
-4-
_SEAL
Notary Public
State of Florida at Large
My Commission Expires:
f