HomeMy WebLinkAboutExhibitAGREEMENT
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 for profit corporation of the State of Florida (the
"University").
RECITALS
A. The University has requested the City to authorize the early termination of
that certain Use Agreement dated June 22, 1990, as amended, pursuant to which the City
authorized the University to utilize the Orange Bowl Stadium for the staging of its home
football games and related activities (the "Orange Bowl Agreement"); and
B. The City is willing to authorize the early termination of the Orange Bowl
Agreement in consideration of the University's agreement to (i) assign to an entity
designated by the City, or (ii) amend, to provide for early termination of, that certain
Lease dated July 1, 1983, as amended, between the City, as landlord, and the University,
as Lessee, relating to the James L. Knight Conference Center (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. Recitals: The recitals are true and correct and are hereby incorporated into
and made part of this Agreement.
2. Termination of Orange Bowl Agreement: The City and the University agree
to execute a Termination Agreement, in the form attached hereto as Exhibit
"A" (the "Termination Agreement"), to terminate the Orange Bowl
Agreement effective December 31, 2007. The consideration for the City's
agreement to execute the Termination Agreement is the University's covenant
under paragraph 3 below.
3. University Covenant: In consideration of the City's execution of the
Termination Agreement, the University agrees to, at the request of the City, (i)
amend the Conference Center Lease to provide that it may be terminated by
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the City, in its sole discretion, at any time after December 31, 2009, at the
City's option or (ii) assign to an entity designated by the City its interest in the
Conference Center Lease, effective not earlier than December 31, 2009. The
University agrees to execute such documents, and cooperate with the City in
obtaining such approvals, as may be required to effectuate the assignment or
the amendment, as applicable. 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 3, then the City accepts the consequences of and shall be solely
responsible for any adverse tax impact on the tax-exempt bonds, the proceeds.
of which financed the construction of the Conference Center, which occurred
on and after the date of such assignment.
4. 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.
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:
"CITY"
CITY OF MIAMI, a municipal
corporation
By:
Priscilla Thompson, City Clerk Pedro G. Hernandez, City Manager
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ATTEST:
"USER"
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
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