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HomeMy WebLinkAboutExhibit-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOC U MENT AGREEMENT TO TERMINATE THE CONFERENCE CENTER LEASE This Agreement is entered into this day of , 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 r,)r 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 1, 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 terra of the Conference Center Lease; and WHEREAS, the Univ 4�rsity, in order to assist the City with its desire to renovate the Conference Center, agrees N., 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 anr? correct and are hereby in_ rporated into and made a part of this Agreement. 2. The University agrees that, at the written request of the City, to be delivered to the University 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 Conference Center Lease to ors:Docurnent Agreement to Terminate JLK lease v 4 7-3-08 0''- 0073 I - ail hit -sub THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT END OF T1-IIS DOCUMENT` 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. 5. 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. ors:Document Agreement to Terminate JLK lease v 4 7-3-08 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT 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. CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla Thompson, City Clerk Pedro G. Hernandez, City Manager ATTEST: UNIVERSITY OF' MIAMI, a not for profit Florida corporation By: Print Name: Print Name: Title: Title: Approved as to Form and Approved as to Insurance Correctness Requirements Julie O. Bru City Attorney LeeAnn Brehm, Director Risk Management Department ors:Document Agreement to Terminate JLK lease v 4 7-3-08 \\\ SUBSTITUTED AGREEMENT TO TERMINATE THE CONFERENCE CENTER LEASE This Agreement is entered into this day of , 2008 by and bet een the City of Miami, a municipal corporation of the State of Florida (the "City") and th University of Miami, a not for profit corporation of the State of Florida (the "Universi "). RECITALS WHERE5A,, the City and the University entered into a thirty (30) year lease dated July 1, 1983, amended, for the lease of the convention center known as the City of Miami/University\F Miami/James L. Kn:ht International Conference Center ("Jonference Center") loc', led adjacent to the Hyatt Regency Miami (the "Conference C : ' ,:r Lease"); and WHEREAS, the initial' term of the Conference Center Lease expires on Sep . mber 30, 2012; and WHEREAS, the City in co ir.rccttion \.':th the City's desire to renovate the Co_: °erence Center has requested that the Lh;iversity agree to the early termination of the Conference Center Lease; and WHEREAS, the City and the University 's.ve substantially complied with all of their obligations under the initial term of the Conferet e Center Lease; and WHEREAS, the University, in order to assist th City with its desire to renovate the Conference Center, agrees to the early relinquishment o is interest in the Conference Center Lease. NOW, THEREFORE, in consideration of the mutual coveiants 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 int and made a part of this Agreement. 2. The University agrees that, at the written request of the City, to be delived to the University by not later than October 1, 2009, it will (i) assign to an en ty designated by the City its interest in the Conference Center Lease, effective December 3I, 2009 or (ii) amend the Conference Center Lease to provide that ors:Document Agreement to Terminate ILK lease v 3 clean 6-30-08.doc SUBSTIT1 TTVJ) 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 br. ds issued to finance the construction of the Conference Center (the "Boi`.ls"). In the event that the University's interest in the Conference Center Lease i assigned to an entity designated by the City, the City shall release the University om any and all of the University's obligations arising from the Conference ter Lease as of the date of the assignment to a designated entity. If the Cit directs an assignment pursuant to this Section 2, then the City accepts the co equences of and shall be solely responsible for any adverse tax impact on t' Bond, which occurred on and after the date of such assignment. 3. The City agrees that the versity has the right to remove from the Conference Center at or before t assignment or termination of the Lease, any furniture, furnishings, murals, works of art, equipment or fixtures ("University Property") installed by the niversity in the Conference Center, provided that the items installed by the Um ersity were not in substitution for or replacement of items owned or installed b;.,the City. The City agrees to cooperate with the University in the removal of zrsity Property. 4. The Conference Center shall continue to incorporatlg the name "JAMES L. KNIGHT" through September 30, 2012, the end of the iir:*ial lease term. 5. This Agreement shall be binding upon and shall inure to e benefit of City and University and their respective heirs, legal representatives, accessors and assigns. ors:Document Agreement to Terminate JLK lease v 3 clean 6-30-08.doc SUBSTITUTED IN WITNESS WHEREOF, the parties hereto have caused this instrument to be ecuted by their respective officials thereunto duly authorized, this the day and year abo e written. ATTEST: CITY OF MIAMI, a municipal corporation By: Priscilla Thompson, ity Clerk Pedro G. Hernandez, City Manager ATTEST: UNIVERSITY OF MIAMI, a not for profit Florida corporation By: Print Name: Print Name: Title: Approved as to Form and Correctness Julie O. Bru City Attorney itle: Approvf + as to Insurance Requiremtts LeeAnn Brehm, rector Risk Management apartment ors:Dc..,::, • Agreement to Terminate .ILK lease v 3 clean 6-30-08.doc