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Home My WebLink About24306AGREEMENT INFORMATION AGREEMENT NUMBER 24306 NAME/TYPE OF AGREEMENT MIAMI FREEDOM PARK DESCRIPTION MEMORANDUM OF GROUND LEASE/GROUND LEASE FOR SOCCER STADIUM/FILE ID: 11637/R-22-0156/MATTER ID: 20- 841 EFFECTIVE DATE February 9, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 1/17/2023 DATE RECEIVED FROM ISSUING DEPT. 3/17/2023 NOTE atoou Prepared by and return to: Isabel C. Diaz, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, Florida 33131 [Space Above This Line For Recording Data] MEMORANDUM OF GROUND LEASE THIS MEMORANDUM OF GROUND LEASE (this "Memorandum") is made and entered into as of this 9th day of February, 2023, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue, loth Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are sometimes together referred to herein as the "Parties," and separately as the "Party"). RECITAL A. Pursuant to that certain Ground Lease for Soccer Stadium, effective as of February 9, 2023, (the "Lease") by and between Landlord and Tenant, Landlord leased to Tenant, and Tenant leased from Landlord, that certain parcel of real property located in Miami -Dade County, Florida, legally described on Exhibit A, attached hereto and made a part hereof, and depicted on Exhibit B, attached hereto and made part hereof, (the "Stadium Parcel"). B. Landlord and Tenant desire to execute this Memorandum to provide notice of Tenant's rights, title and interest under the Lease and in and to the Stadium Parcel. AGREEMENTS NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease, Landlord and Tenant hereby covenant and agree as follows: 1. Definitions. Unless otherwise defined herein, capitalized terms used in this Memorandum shall have the meaning assigned to them in the Lease. 2. Lease. The Stadium Parcel has been leased to Tenant pursuant to the terms and conditions of the Lease (as may be amended from time to time), which is incorporated by reference in its entirety in this Memorandum. In the event of any conflict or inconsistency between this Memorandum and the Lease, the Lease shall control. 3. Lease Term. The Initial Term of the Lease shall commence on the Lease Commencement Date and terminate on the later of (i) the last day of the thirtieth (30th) Lease Year or (ii) thirty (30) days after the end of the MLS season during which the thirtieth (30th) anniversary of the Lease Commencement Date occurs, unless earlier terminated or extended as provided in the Lease. The Lease Commencement Date of the Lease is February 9, 2023. 4. Options to Renew. Subject to the terms and conditions of the Lease, Tenant shall have the right to exercise two (2) options to extend the Term, with the first Option commencing upon the conclusion of the Initial Term and ending on the last day of the sixty-ninth (69th) Lease Year and the second Option for a period commencing upon the conclusion of the first option period and ending on the last day of the ninety-ninth (99th) Lease Year. 5. Notice of Lien Prohibition. The Lease contains the following provision: "The interest of Landlord in the Fee Estate shall not be subject in any way to any liens, including construction liens, for Improvements to or other work performed in the Stadium Parcel by or on behalf of Tenant. Tenant shall have no power or authority to create any lien or permit any lien to attach to the Fee Estate. These provisions are made with express reference to Section 713.10, Florida Statutes. Landlord and Tenant acknowledge and agree that for the purposes of this provision, improvements to be performed by Tenant in accordance with this Lease shall not constitute the "pith" or essence of this Lease, and any such improvements are being performed at Tenant's sole discretion. Tenant shall notify every contractor making Improvements to the Stadium Parcel and supplier of materials for such Improvements that the interest of the Landlord in the Stadium Parcel shall not be subject to liens." 6. Lease Controls. This Memorandum is executed and delivered by Landlord and Tenant solely for the purpose of recording, in the Public Records of Miami -Dade County, Florida, notice of the existence of the Lease, and, consequently, nothing contained in this Memorandum shall be construed to change or alter the terms, conditions, or provisions of the Lease and reference shall be made to the Lease itself for its terms, conditions, and provisions and the intent of Landlord and Tenant regarding the leasing of the Stadium Parcel demised by the Lease. In the event of any inconsistency between the terms of this Memorandum and the terms of the Lease, the terms of the Lease shall control. 7. Termination. On the expiration or sooner termination of the Lease Term, Landlord and Tenant shall execute a notice of termination in recordable form stating that the Lease is of no further force or effect. 8. Counterparts. This Memorandum may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed to be one and the same document. Signature pages may be taken from a counterpart and attached to other counterparts to form one document, which shall constitute a fully executed document that may be recorded. 9. Successors and Assigns. This Memorandum and the Lease shall bind and inure to the benefit of the Parties and their respective successors and assigns, subject, however, to the provisions of the Lease regarding assignment. [SIGNATURES FOLLOW ON NEXT PAGE] IN WITNESS whereof, the Parties have signed this Memorandum as of the day and year first above written. Print Name: ATTEST: Todd B. City Clerk APPROVED AS T I INSURANCE REQUIREMENT Bv: n-Mari Sharpe, Director Risk Man.gement Department City Attorney /. LANDLORD: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega City Manager APPROVED AS TO LEGAL FORM & CORRECTNESS: By: STATE OF FLORIDA ) ss: COUNTY OF MIAMI-DADE ) ictori Mendez The foregoing instrument was acknowle51.ged before me by means of physical presence or ❑ online notarization, this day of janua,f �j , 20 093 , by Arthur Noriega, as the City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, on behalf of the municipal corporation, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] OFELIA E. PEREZ :*: MY COMMISSION # GG 360 {(.c`, EXPIRES: August 2, 2023 '-F°f.fSe:' Bonded Thru Notary Public Underwriters 880 Print Name: Not Public, Commission #: My Commission Expires: [SIGNATURE PAGE TO MEMORANDUM OF GROUND LEASE] Signed in the presence of: Print Name: Atgaeopi44 Cam] STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) TENANT: MIAMI FRE a Delaware By: Name: Title: OM PARK, LLC, ted li ;'ility company The foregoing instrument was acknowledged before me by means ofV"physical presence or ❑ online notarization, this r-y ,day of f, bed , 20,Q,q , by t' P Gi as reore.6�� e�of MIAMI FREEDOM PARK, LLC, a Delaw e limited liability company, on behalf of said limited liability company, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] is MONICAM. CARBONELL MY COMMISSION # Hit 248916 EXPIRES: August 3, 2026 Print Name: lz I ) nn • Ca y Notary Public, 54--e_ 0-C -=10,--A G , Commission #:44- g My Commission Expires: 9 /3 %a [SIGNATURE PAGE TO MEMORANDUM OF GROUND LEASE - SOCCER STADIUM] Exhibit "A" LEGAL DESCRIPTION OF STADIUM PARCEL Parcel 1: (Leasehold Interest) A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE - QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 41°10'52"; A CHORD LENGTH OF 330.59 FEET ALONG A CHORD BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE - QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 609.46 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 392.40 FEET TO A POINT; THENCE RUN SOUTH 71°24'19" EAST FOR A DISTANCE OF 146.44 FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHWEST; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF 120.63 FEET AND A CHORD BEARING OF SOUTH 66°48'32" EAST, FOR AN ARC DISTANCE OF 120.80 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 38°18'05" EAST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN SOUTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 64°03'41"; A CHORD LENGTH OF 608.36 FEET AND A CHORD BEARING OF SOUTH 16°58'54" WEST, FOR AN ARC DISTANCE OF 641.24 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN WESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 72°15'52" WEST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN WESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 22°55'46", A CHORD LENGTH OF 261.78 FEET AND A CHORD BEARING OF NORTH 73°01'06" WEST, FOR AN ARC DISTANCE OF 263.54 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17"; A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF NORTH 38°18'05" WEST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 12°47'34", A CHORD LENGTH OF 127.79 FEET AND A CHORD BEARING OF NORTH 08°39'10" WEST FOR AN ARC DISTANCE OF 128.05 FEET TO A POINT; THENCE RUN SOUTH 87°03'24" WEST FOR A DISTANCE OF 4.09 FEET TO A POINT; THENCE RUN NORTH 02°55'37" WEST FOR A DISTANCE OF 508.92 FEET TO THE POINT OF BEGINNING. 6 Exhibit "B" SKETCH OF STADIUM PARCEL - ___- . = �� .„.. ..... ...., i F__ ____ .,_._ _..._ , ....... � \�\ cgpN LW( S E�f 4 StCr:74 29-553^4 r Vgrri L , 714 t '/4 SECNN.L 53''r .rhs, 3a a, tetutr, ;nor4 Y a! Sock 44, Y vs 23 �LLi rN �.I/lt. i/t. i:4, SF��IA%� .j2 '..J-4• — NE COR/vEP SEC77OW 32-53-4.' .�1 7,74 L OCA T/ON SKETCH A Pankili OF THE A'a+"THEAST 1/4' LY S C 714' 32, rows 53 OLIN RANGE 47 EAST. MAAR-NOE CCIm'TY• FIC 1fDA. =3 rc d`k-5pL' 7 Major League Soccer 420 Fifth Avenue, 7`h FI. New York, NY 10018 MLSsoccer.com 212.450.1200 Victoria Mendez, Esq. City Attorney City of Miami, Florida 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 Dear Ms. Mendez: January 23, 2023 This letter confirms that Major League Soccer ("MLS") is aware that Miami Freedom Park, LLC ("MFP"), is culminating negotiations with the City of Miami to lease an approximately twelve (12) acre property generally located at 1400 NW 37th Avenue, Miami, Florida (the "Soccer Stadium Site"). The lease grants to MFP and its assignees the right to construct a soccer stadium within the Soccer Stadium Site. The soccer stadium will serve as the future home to InterMiami CF. MLS has expressed support of InterMiami CF's decision to move its home matches to the City of Miami and, specifically, to the Soccer Stadium Site. Sin;'erely, Anastasia Danias Schmidt Executive Vice President & General Counsel Major League Soccer