HomeMy WebLinkAboutAgreement FR/SR4 1(-Pq3S
AGREEMENT TO TERMINATE THE CONFERENCE CENTER LEASE
This Agreement is entered into thisiaqday 2008 by and
between the City of Miami, a municipal corporation of the State of Florida (the "City")
and the University of Miami, a not for profit corporation of the State of Florida (the
"University").
RECITALS
WHEREAS, the City and the University entered into a thirty (30) year lease
dated July I, 1983, as amended, for the lease of the convention center known as the City
of Miami/University of Miami/James L. Knight International Conference Center
("Conference Center") located adjacent to the Hyatt Regency Miami (the "Conference
Center Lease"); and
WHEREAS, the initial term of the Conference Center Lease expires on
September 30, 2012; and
WHEREAS, the City in connection with the City's desire to renovate the
Conference Center has requested that the University agree to the early termination of the
Conference Center Lease; and
WHEREAS, the City and the University have substantially complied with all of
their obligations under the initial term of the Conference Center Lease; and
WHEREAS, the University, in order to assist the City with its desire to renovate
the Conference Center, agrees to the early relinquishment of its interest in the Conference
Center Lease.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other valuable consideration received, and with the intent to be legally bound, the
City and the University agree as follows:
1. The recitals are true and correct and are hereby incorporated into and made a
part of this Agreement.
2, The University agrees that, upon the written request of the City, to be
delivered to the University, in the City's discretion, by not later than October
31, 2008, it will (i) assign to an entity designated by the City its interest in the
Conference Center Lease, effective December 31, 2009 or (ii) amend the
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Conference Center Lease to provide that if the Conference Center Lease is not
assigned by December 31, 2009, the City and the University mutually agree to
terminate the lease effective December 31, 2009. The City and the
University agree to execute such documents, and cooperate with each other in
obtaining such approvals, as may be required to effectuate the assignment or
the amendment, as applicable, including specifically approvals required under
the Trust Indenture for the bonds issued to finance the construction of the
Conference Center (the `Bonds"). In the event that the University's interest
in the Conference Center Lease is assigned to an entity designated by the City,
the City shall release the University from any and all of the University's
obligations arising from the Conference Center Lease as of the date of the
assignment to a designated entity. If the City directs an assignment pursuant
to this Section 2, then the City accepts the consequences of and shall be solely
responsible for any adverse tax impact on the Bond, which occurred on and
after the date of such assignment.
3. The City agrees that the University has the right to remove from the
Conference Center at or before the assignment or termination of the Lease,
any furniture, furnishings, murals, works of art, equipment or fixtures
("University Property") installed by the University in the Conference Center,
provided that the items installed by the University were not in substitution for
or replacement of items owned or installed by the City. The City agrees to
cooperate with the University in the removal of University Property.
4. The Conference Center shall continue to incorporate the name "JAMES L.
KNIGHT" through September 30, 2012, the end of the initial lease term.
S. This Agreement shall be binding upon and shall inure to the benefit of City
and University and their respective heirs, legal representatives, successors and
assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year
above written.
ATTEST:
G�r -,94-08
Priscilla Th mpson, City Clerk
Print Name:
Title: `� 5 c4 n } Sec rde
Approved as to Form and
Correctness
Julie 0 *BriYNI n
City Attorney �/ �
CITY OF ", a municipal
corporation Y
By:
Pedro G. Herna-nft4 City Manager
UNIVERSITY OF MIAMI, a not for profit
Florida corporatiA A
By:
Print Name: --� / / ► L /
Title: �911Z (/
Approved as to Insurance
Requirements
Lee(Ann'Brehm, biredor L
Risk Management Department�/„y';tt
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