HomeMy WebLinkAboutExhibit HEXHIBIT H
MEMORANDUM OF LEASE AGREEMENT
(MIAMI ART MUSEUM PROJECT)
This instrument prepared by or under the supervision of:
Name: Nancy B. Lash, Esq.
Address: Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131-3261
(Space reserved for Clerk of Court)
MEMORANDUM OF LEASE AGREEMENT
(Miami Art Museum Project)
THIS MEMORANDUM OF LEASE AGREEMENT is made as of this
day of . 2008, by and between CITY OF MIAMI, a
municipal corporation of the State of Florida (the "City"), whose address is 3500 Pan
American Drive, Miami, Florida 33133, Attn: City Manager, and MIAMI ART
MUSEUM OF DADE COUNTY ASSOCIATION, INC., a Florida not -for -profit
corporation (the "Museum"), whose address is 101 Flagler Street, Miami, Florida 33130,
Attn: Director.
WITNESSET.H:
For and in consideration of Ten and NO/100 Dollars ($10.00) and other valuable
consideration paid, the City does demise and let unto the Museum, and the Museum does
lease and take from the City, upon.the terms and conditions and subject to the limitations
more particularly set forth in that certain Lease Agreement between the City and the
Museum dated as of , 2008 (the "Lease"), the land and
improvements located in the Greater Miami downtown area, in Miami -Dade County,
Florida, in a portion of the area commonly known as "Bicentennial Park" and "Museum
Park", and legally described on Exhibit A hereto and by this reference made a part.hereof
(the "Leased Premises"). All of Museum Park is legally described on Exhibit B hereto
and by this reference made a part hereof. Fee title to the Leased Premises and Museum
Park is owned by the City of Miami. Capitalized terms used in this Memorandum
without definition have the meanings given to them in the Lease.
The City, in consideration of the rents and covenants set forth in the Lease, hereby
demises and leases to the Museum, and the Museum hereby takes and hires from the
City, the Leased Premises,
MIA 180,327,155v212-2-08
TO HAVE AND TO HOLD the Leased Premises for the term commencing on the
Possession Date (as defined in the Lease), and ending thirty (30) years thereafter (the
"Term"), subject to renewal or earlier termination as provided in the Lease. Pursuant to
the terms of the Lease, the Term is automatically renewed for two (2) consecutive periods
of thirty (30) years each and one additional consecutive period of nine (9) years, provided
that no uncured Event of Museum's Default exists at the commencement of the Renewal
Term.
Pursuant to Florida Statutes, Section 713.10, all persons dealing with the Museum
are hereby given notice that the City shall not be liable for any work performed or to be
performed on the Leased Premises at the request of the Museum, or for any materials
fu niched or to be furnished at the Leased Premises for the Museum, and that the
Museum has no authority whatsoever to subject the City's interest in the Leased Premises
to any liens for labor, service or materials provided to the Museum. All materialmen,
contractors, mechanics and laborers and any other persons contracting with the Musemn
for the demolition, construction, installation, alteration or repair o.f any improvements on,
within or .about the Leased Premises, are, hereby further charged with notice that they
must look only to the Museum and to the Museum's interest in the Leased Premises to
secure payment for any work done or material furnished at the request or instruction of
the Museum.
The Lease contains restrictions on transfers of the Park Component and the MSM
Site by the City, including financial requirements and use restrictions, together with
commitments regarding the continued operation of the Park Component as a park, all as
more particularly described in the Lease.
This instrument is executed and is to be recorded against Museum Park for the
purpose ofgiving notice of the Lease hereinbefore defined and certain restrictions
contained therein, but shall not be deemed or construed to change the terms of the Lease,
which shall govern in the case of a conflict.
Signed in the presence of: CITY OF MIAMI, a municipal corporation
of the State of Florida.
Print Name:
Print Name:
APPROVED AS TO FORM AND
CORRECTNESS:
By:
Name: Julie O. Bru
Title: City Attorney
MIA 180, 327,155v2 12-2-08
By:
Name:
Title:
Print Name:
Print Name:
STA IOF FLORIDA
COUNTY OF MIAMI-DADE
)
)
)
SS:
MIAMI ART MUSEUM OF DADE COUNTY, INC
a Florida not -for -profit corporation
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of
2008 by , as
of CITY OF MIAMI, a municipal corporation of the
State of Florida, on behalf of the City, He/she personally appeared before me, and is
personally known to me or produced as identification.
Notary:
[NOTARIAL SEAL] Print Name:
My Commission expires:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
)
SS:
The foregoing instrument was acknowledged before me this day of
, 200 by , as
of MIAMI ART MUSEUM OF DADE COUNTY, INC., a Florida not -for -profit
corporation, on behalf of the corporation. He personally appeared before me, and is
personally known to me or produced as identification.
Notary:
Print Name:
[NOTARIAL SEAL] My Commission expires:
MIA 180, 327,155v2 12-2-08
EXHIBIT H
,MEMORANDUM OF LEASE AGREEMENT,
(MIAMI SCIENCE MUSEUM PROJECT)
This instrument prepared by or under the supervision of:
Peyton White Lumpkin, Esq.
White & Case LLP
200 South Biscayne Boulevard
Wachovia Financial Center, Suite 4900
'Miami, Florida 33131
(Space reserved for Clerk of Court)
,MEMORANDUM OF LEASE AGREEMENT
(Miami Science Museum Project)
THIS MEMORANDUM OF LEASE AGREEMENT is made as of this --.., day
of , 2008, by and between CITY OF MIAMI, a municipal corporation of
the State of Florida (the "City"), whose address is 3500 Pan American Drive, Miami, Florida,
33133, Attn: City Manager, and MUSEUM OF SCIENCE, INC., a Florida not -for -profit
corporation (the "Museum"), whose address is 3280 South Miami Avenue, Miami, Florida
33129, Attn: President.
WITNESSETH:
For and in consideration of Ten and NO/100 Dollars ($10.00) and other valuable
consideration paid, the City does demise and let unto the Museum, and the Museum does lease
and take from the City, upon the terms and conditions and subject to the limitations more
particularly set forth in that certain Lease Agreement between the City and the Museum dated as
of , ., 2008 (the "Lease"), the land and improvements located in the Greater
Miami downtown area, in Miami -Dade County, Florida, in a portion of the area commonly
known -as "Bicentennial Park" and "Museum Park", and legally described on Exhibit A hereto
and by this reference made a part hereof (the "Leased Premises"). All of Museum Park is
legally described on Exhibit B attached hereto and by this reference made a part hereof. Fee title
to the Leased Premises and Museum Park is owned by the City of Miami. Capitalized terms used
in the Memorandum without definition shall have the meaning given to them in the Lease.
The City, in consideration of the rents and covenants set forth in the Lease, hereby
demises and leases to the Museum, and the Museum hereby takes and hires from the City, the
Leased Premises,
!MIA M! 80551G v2 (2K)
TO HAVE AND TO HOLD the Leased Premises for the teen commencing on the
Possession Date (as defined in the Lease), and ending thirty (30) years thereafter (the "Term"),
subject to renewal or earlier termination as provided in the Lease. Pursuant to the terms of the
Lease, the Term is automatically renewed for two (2) consecutive periods of thirty (30) years
each and one additional consecutive period of nine (9) years, provided that no uncured Event of
Museum's Default exists at the commencement of the Renewal Term.
Pursuant to Florida Statutes, Section 713.10, all persons dealing with the Museum are
hereby given notice that the City shall not be liable for any work performed or to be performed
on the Leased Premises at the request of the Museum, or for any materials furnished or to be
furnished at the Leased Premises for the Museum, and that the Museum has no authority
whatsoever to subject the City's interest in the Leased Premises to any liens for labor, service or
materials provided to the Museum. All materialmen, contractors, mechanics and laborers and
any other persons contracting with the Museum for the demolition, construction, installation,
alteration or repair of any improvements on, within or about the Leased Premises, are hereby
further charged with notice that they must look only to the Museum and to the Museum's interest
in the Leased Premises to secure payment for any work done or material furnished at the request
or instruction of the Museum.
The Lease contains restrictions on transfers of the Park Component and the MAM Site by
the City, including financial requirements and use restrictions, together with commitments
regarding the continued operation of the Park Component as a park, all as more particularly
described in the Lease.
This instrument is executed and is to be recorded against Museum Park for the purpose of
giving notice of the Lease hereinbefore defined and certain restrictions contained therein, but
shall not be deemed or construed to change the terms of the Lease, which shall govern in the case
of a conflict.
Signed in the presence of:
Print Name:
Print Name:
APPROVED AS TO FORM AND.
CORRECTNESS:
By:
Name: Julie O. Bru
Title: City Attorney
CITY OF MIAMI, a municipal corporation
of the State of Florida
$y:
Name:
Title:
MIAMI B05516 v2 (2K)
Print Name:.
Print Name:
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
MUSEUM OF SCIENCE, INC., a Florida not -
for -profit corporation
:By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of
, 2008 by ,'as:.
of CITY OF MIAMI, a municipal corporation of the State of Florida, on behalf of the City.
He/she personally appeared before me, and is personally known to me or produced
as identification.
Notary:
[NOTARIAL SEAL] Print Name:.
My Commission expires;.
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing instrument: was acknowledged before me this day of
200 by tad. of
MUSEUM OF SCIENCE, INC., a Florida not -for -profit corporation, on behalf of the corporation.
She/He personally appeared before me, and is personally known to me or produced.
as identification.
Notary:
Print Name:
[NOTARIAL SEAL] My Commission expires:
M1AMI 805516 v2 (ZK)