HomeMy WebLinkAbout23010AGREEMENT INFORMATION
AGREEMENT NUMBER
23010
NAME/TYPE OF AGREEMENT
LANCELOT MIAMI RIVER,LLC /
DESCRIPTION
MEMORANDUM OF LEASE AGREEMENT / FILE ID:5974 / R-19-
0254 / #10
EFFECTIVE DATE
November21, 2019
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
12/23/2019
DATE RECEIVED FROM
ISSUING DEPT.
2/12/2020
NOTE
a3D(0
This instrument prepared by
(and after recording return to):
Name: Nancy B. Lash, Esq.
Address: Greenberg Traurig, P.A.
333 SE 2nd Avenue, Suite 4400
Miami, Florida 33131
MEMORANDUM OF AGREEMENT AND LEASE
(Miami Riverside Center)
THIS MEMORANDUM OF AGREEMENT AND LEASE is made as of this 21
day of November, 2019, by and between the CITY OF MIAMI, a municipal corporation
of the State of Florida (the "City"), whose address is 444 SW 2nd Avenue, Miami, FL
33130, and LANCELOT MIAMI RIVER, LLC, a Florida limited liability company (the
"Developer"), whose address is 3150 SW 38th Avenue, Suite 500, Coral Gables, FL 33146.
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 Developer, and the Developer
does take from the City, upon the terms and conditions and subject to the limitations more
particularly set forth in that certain Agreement and Lease by and between the City and the
Developer dated as of November 21, 2019 (the "Agreement"), the land, improvements, air
rights and subsurface rights located at 444 and 460 SW 2nd Avenue in the City of Miami,
in Miami -Dade County, Florida, and legally described on Exhibit A hereto and by this
reference made a part hereof (the "Demised Premises"). The City remains the legal and
equitable owner of the land underlying the Demised Premises and retains all of the benefits
and burdens of ownership in said land as more particularly provided in the Agreement.
Capitalized terms used in this Memorandum without definition have the meanings given
to them in the Agreement.
Subject to the conditions set forth in the Agreement, the City, in consideration of
the payments and covenants set forth in the Agreement, shall demise to the Developer, and
the Developer shall take and hire from the City, the Demised Premises,
TO HAVE AND TO HOLD the Demised Premises for a term of ninety-nine (99)
years, commencing on the Commencement Date (as defined in the Lease) and ending on
the date that is ninety-nine (99) years thereafter.
ACTIVE 47261610v2
The City has granted to the Developer the exclusive and continuous option
(hereinafter referred to as an "Option" or "Options") during the Lease Term to purchase all
or any portion of the Demised Premises in accordance with the terms and conditions of
Article 28 of the Agreement. At any time during the Lease Term, the Developer may
exercise an Option by giving written notice (a "Purchase Option Notice") to the City. The
Purchase Option Notice must specify the portion of the Demised Premises that the
Developer intends to purchase with respect to such Option and the Closing Date of the
acquisition under such Option. The closing date (a "Closing Date") for the exercised
Option shall be the date specified in such Purchase Option Notice, which shall, at the
Developer's option, be (x) a date that is no earlier than sixty (60) days following delivery
of the Purchase Option Notice by the Developer to the City, (y) the date that is one (1)
business day prior to expiration of the then current Lease Year in which the Purchase
Option Notice is delivered to the City (provided that the Developer provided the City with
the Purchase Option Notice no less than sixty (60) days prior to the expiration of the then
current Lease Year), or (z) such other date mutually agreed by the City and the Developer.
This instrument is executed and is to be recorded against the Demised Premises for
the purpose of giving notice of the Agreement hereinbefore deemed and the Option(s)
granted to the Developer pursuant to Article 28 of the Agreement, but shall not be deemed
or construed to change the terms of the Agreement, which shall govern in the case of a
conflict.
[Signatures begin on following page]
ACTIVE 47261610v2
EXECUTED as of the day and year first above written.
CITY:
Signed in the presence of the following
witnesses:
rmt me:
--e,Jh
.,2-
Print Name: bk, t t - ? 4
ATTEST:
Todd B. Hannon, C
Approved . to form and legal sufficiency
Name: Joe Hernandez
Title: Spe •'a1 Outside Counsel
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CITY OF M , a municipal
corporation - Sta - of F
By:
Name: Emilio T. Gonzalez
Title: City Manager
[Signatures Continue on Following Page]
DEVELOPER:
Signed in the presence of the following
witnesses:
Print Name: ' ur9 G,h S; r- /; r
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
LANCELOT MIAMI RIVER, LLC, a
Florida limited liability company
Name:
Title: 1l%�
Date: //'-2-M — ,2019
The forego' inst ent acknowledged before me this old" day o co/QAA‘r ,
2019, by P o.V i d_ .% , 2r , as V3 c e- .S�s i c& i of
LANCELOT MIAMI RIVER, LLC, a Florida limited liability company, on behalf of said
entity.
OR Produced Identification
Type of Identification Produced:
Notary Public, State of Florida at Large
Print or Stamp Name:
Commission No.:
My Commission Expires:
ADAM D. MAI Public
"'�'n Notary
'°e.'s State of Florida-
sS Commission # GG 522l4
My Commis'on 2021 Expires
, frA,, April 0
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EXHIBIT A TO MEMORANDUM OF AGREEMENT AND LEASE
LEGAL DESCRIPTION OF DEMISED PREMISES
Tracts 1 and 2, RIVERSIDE PLAZA, according to the plat thereof as recorded in Plat Book 139, Page
43, of the Public Records of Miami - Dade County, Florida.
LESS AND EXCEPT THE FOLLOWING:
This part of Tracts 1 and 2, RIVERSIDE PLAZA, as recorded in Plat Book 139, Page 43, of the Public
Records of Miami - Dade County, Florida, and being a portion of Section 37, Township 54 South,
Range 41 East.
More particularly described as follows:
BEGINNING at the Northeast corner of said tract 2; thence along the East boundary of said Tracts 2
and 1 also being Westerly right-of-way line of S.W. 2nd Avenue, the following six (6) courses: 1) S
02°15'35" E for 4.550 meters (14.93 feet); 2) S 02°16'29" E for 7.338 meters (24.07 feet); 3) S
87°43'31"W for 0.838 meters (2.75 feet); 4) S 02°16'29" E for 84.723 meters (277.96 feet); 5) S
00°26'56" E for 24.683 meters (80.98 feet); 6) S 02°16'29" E for 25.578 meters (83.92 feet) to a
point on the most Southerly boundary of said Tract 1; thence along said boundary, N 45°39'37" W
for 35.035 meters (114.94 feet); thence N 52°31'38"E for 19.437 meters (63.77 feet); thence N
02°16'29" W for 77.346 meters (253.76 feet); thence N 00°30'18" W for 22.762 meters (74.68
feet); thence N 89°29'43" E for 6.475 meters (21.24 feet); thence N 00°30'14" W for 10.300
meters (33.79 feet) to a point on the North boundary of the aforesaid Tract 2; thence along said
boundary, N 87°42'40" E for 2.315 meters (7.60 feet) to the POINT OF BEGINNING.
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