File Ref. #081 B
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SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT
THIS SUBORDINATION, ~ONDISTURBANCE, AND ATTORNMENT AGREEMENT
(the "Agreement"), made the /q day of AuGrllII, 1998, by and among MIAMI BEACH
REDEVELOPMENT AGENCY (the "Agency"), having an address of 1700 Convention Center Drive,
Miami Beach, Florida 33139, MB REDEVELOPMENT, INC. (the "Landlord"), having an address
of 667 Madison Avenue, New York, New York 10021, and FLAGLER SYSTEM MANAGEMENT,
INC., a Florida corporation (the "Tenant"), having an address of The Breakers Hotel, One South
County Road, Palm Beach, Florida 33480.
WITNESSETH:
WHEREAS, Agency and Landlord entered into that certain Agreement of Lease dated as
of September 20, 1996 (the "Ground Lease"), pursuant to which the Agency leased to Landlord,
and Landlord leased from Agency, the Land, as defined in the Ground Lease (and a legal
description of which is attached hereto and made a part hereof as Exhibit "A"); and
WHEREAS, Landlord and Tenant have entered into that certain Agreement of Lease dated
June 8, 1998, as may be amended or modified from time to time (the "Retail Lease"), whereby a
portion of the space in the Loews Miami Beach Hotel (the "Hotel"), located on the Land, for use as
a first-class store for the sale of wearing apparel, accessories and souvenirs containing the "Loews
Miami Beach Hotel" insignia and logo, all as more particularly described in the Sublease; and
WHEREAS, the Agency, Landlord, and Tenant desire to enter into this Agreement in order
to confirm subordination of the Retail Lease to the Ground Lease, and to provide nondisturbance
rights and attornment requirements on Tenant, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and in
consideration of Ten and No/100 ($10.00) Dollars and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Incorporation of Recitals. The above recitals are true and correct and are
incorporated herein as if set forth in full.
2. Subordination. Tenant hereby covenants and agrees that the Retail Lease and the
leasehold estate granted thereby and any and all rights, options, and estates therein contained or
created thereunder are and shall continue to be subject and subordinate in all respects whatsoever
to the Ground Lease for the full term set forth therein and to all renewals, modifications,
replacements, and extensions of the Ground Lease. This clause shall be self-operative and no
further instrument of subordination shall be necessary to effectuate such subordination. However,
in confirmation of such subordination, Tenant shall execute promptly any certificate or further
agreement that the Agency or Landlord may reasonably request.
3. Nondisturbance. The Agency, as the lessor under the Ground Lease, or anyone
claiming by or through any holder of the Ground Lease or any purchaser of Agency's estate, hereby
covenants and agrees that the leasehold estate granted to Tenant under the Retail Lease and the
F.IATTO\lEVL>;lOTEl'ANCHORIFLAGLER SNO
AugU*! '9. 1998{252pm)
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rights of Tenant and its successors in interest and assigns to quiet and peaceful possession under
the Retail Lease will not be terminated or disturbed by any action taken by the Agency to terminate
the Ground Lease or to enforce the rights and remedies of the holder thereof so long as Tenant
or its successors in interest or assigns shall not be in default beyond applicable cure periods under
the Retail Lease and shall pay the rents and additional rents under the Retail Lease, without offsets
or defenses thereto, except as and to the extent specifically set forth in the Retail Lease, and shall
fully perform and comply with all the terms, covenants, conditions, and provisions of Retail Lease
on the part of the Tenant thereunder to be performed or complied with (it being understood that no
rental shall hereafter be paid earlier than thirty (30) days prior to the due date set forth in the Retail
Lease).
4. Attornment. If any holder of the Ground Lease or anyone claiming by or through any
such holder or any purchaser of the Agency's estate shall enter into and lawfully become
possessed of the leased premises covered by the Retail Lease or shall otherwise succeed to the
rights of the landlord under the Retail Lease, either through termination of the Ground Lease or the
acquisition of the estate thereby created, then Tenant agrees to attorn to such successor owner
and recognize such successor owner as its landlord under the Retail Lease. This clause shall be
self-operative and no further instrument of attornment shall be necessary to effectuate such
attornment. However, in confirmation of such attornment, Tenant shall execute promptly any
certificate or further agreement that the Agency or Landlord may reasonably request.
5. Aooroval. The Agency confirms that it has consented to the Retail Lease and the
transactions contemplated thereby pursuant to the Ground Lease.
6. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors in interest and assigns. This Agreement may be executed
in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same document.
[signatures begin on next page]
F.\A TTO\lEVL\HOTEL'~NCHOA\FLAGLER.SNO
Augusl19. \ we /2:52;lm1
Page 2
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
MIAMI BEACH REDEVELOPMENT AGENCY
ATTEST:
BYtoWraA~
Secretary
By:
11
Neisen O. Kasdin
Chairman
STATE OF FLORI DA )
)ss:
COUNTY OF DADE )
~ The foregoing instrument was acknowledged before me this / 'I#' day of
, 1998, by Neisen O. Kasdin, as Chairman, and Robert Parcher, as Secretary,
of e MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politiC, on behalf
of such public body. They are personally known to me or ..procluoos \':ilid flsrida sri'llir's licliH1Ses
as ielentificatiOA.
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Notary Public, State of Florida
Print Name: L, I/,,q.,v ~ac)C~II/..(r'
My commission expires:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
F7/'i/1f
Dote
F:IA TTO\lEVL\HOTELIANCHORI$LAGlER.SNO
....ugu.19, 1lKl8 (2:52pm)
Page 3
MB REDEVELOPMENT, INC.
ATTEST:
Secretary
By:
Name:
Title:
By:
STATE OF
)
)ss:
)
COUNTY OF
The foregoing instrument was acknowledged before me this
, 1998, by
, and
REDEVELOPMENT, INC., a Florida corporation, on behalf of such
personally known to me or produced
day of
, as
, as Secretary, of MB
corporation. They are
as identification.
Notary Public, State of Florida
Print Name:
My commission expires:
F,IA rrOIlEVL'HOTELIANCHORIFLAGLER,SNO
Augu.t 19, 191M (2:52pm)
Page 4
FLAGLER SYSTEM MANAGEMENT, INC.
ATTEST:
By:
Secretary
By:
Name:
Title:
STATE OF
)
)ss:
)
COUNTY OF
The foregoing instrument was acknowledged before me this day of
, 1998, by , as
, and , as Secretary, of
FLAGLER SYSTEM MANAGEMENT, INC., a Florida corporation, on behalf of such corporation.
They are personally known to me or produced
as identification.
Notary Public, State of Florida
Print Name:
My commission expires:
F:\A TTO\LEVl\HOTElIANCHOR\FLAGLER ,SNO
"ugu.l 19, 1998 (2:52pm)
Page 5
EXHIBIT "A"
LEGAL DESCRIPTION OF LAND
F:\A TTO\LEVl\HOTEL 'ANCHORIFLAGlER,SNO
August 111, 1. (2:52pm)
BOTEl LEGAL DESCRIPTION
~f~: 173E(J[4922
P AACEL I:
LOTS '. 2. " AND le, BLOCK ~~. FISHER'S FIRST SUBDIVISION OF A.L TON BE ACM.
ACCORDING TO PLAT THEREOF, RECORDEO IN PLAT BOOK 2. A.T PACE '7. OF THE
PUBLIC RECORDS OF D,6DE COUNTY. FLORIDA. LESS THAT PART OF LOTS 2 AND
17 LYING NORTH OF A LINE. WHtCM SAID LINE IS LOCATEO AHO DESCRIBED AS
FOLLOWS:
BEGIN AT THE NORTHWEST CORNER OF LOT 18, BLOCK ~~, rISHER'S FIRST
SUBDIVISION OF AL. TON BEACH, THENCE RUN SOUTHWESTERL Y ~OHC Tt€
WESTERL Y LINE OF SAID LOTS 16 AND 17 FOR A DISTANCE OF 12 FEET TO A
POINT, SAID POINT SEING THE POINT OF BEClNNINC OF THE LINE BEING
DESCRIBED: THENCE EASTERLY PARAlLEL TO THE NORTHERLY LINE OF lOT 16
AND LOT 3. BLOCK 55 OF FISHER'S FIRST SUBDIVISION OF .tl. TON BEACH FOR A
DIST ANCE' OF ~OO F'EET TO A POINT IN THE EASTERLY LINE OF LOT 2, OF S~D
SLaCK 55, F'ISHER'S FIRST SUBDIVISION OF ~ TON BEACH.
-'S TO LOTS 2 AND 1" SND PROPERTY MAY ~SO BE DESCRIBED AS lOTS 2 AND
1', LESS TME NORTM 21.3 FEET THEREOF. IN BLOCK ~~. ALTON BEACM FISMER'S
FIRST SUBDIVISION. ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT
BOOK 2. AT PAGE 77. OF THE PUBLIC RECORDS OF' DADE COUNTY, F'LORIOA.
PARCEL 1/:
PARCEL OF' L ~D LYING BETWEEN BLOCK 55. OF FISHER'S FIRST SueDIVISION OF'
A.l TON 9r:ACM, ACCORDING TO PLAT THEREOF. RECORDED IN Pl.AT BOOK 2. AT
PACE 77. OF' THE PUBLIC RECORDS OF DADE COUNTY, FlORIDA. M() THE HIGH
w.rER MARK OF THE ATLN4TIC OCEAN. WHICH SNO PARCEL OF' LAND IS .
PART'CUL ARL Y DESCRIBED 4S FOLLOWS:
9ECI~ .q TI-4E SOUTHEAST CORNER OF SAID LOT " BLOCK 55. FISHER'S FIRST
SUBDIVISION OF' A.L TON BEACH. THENCE RUN NORTHERLY ALONG THE
EASTER!.. Y LINE OF LOT 1 A/o4D LOT 2 OF SAID BLOCK 55. FISHER'S FIRST
SUBDIVISION OF' AL. TON BEACH A OIST N4C[ OF' '02.2 FEET MORE OR LESS TO A
POINT IN THE EASTERLY LINE OF SAID LOT 2, WMICH SAID POINT 1$ '2 FEET
50UTM OF' THE NORTHEAST CORNER OF' LOT J OF SAlO BLOCK ~S Of FISHER'S
r:"IRST SUBDIVISION OF' A.L TON BEACH: THENCE RUN IN AN EASTERLY DIRECTION
ALO~C A LINE PARAlLEL TO THE EASTERLY EXTENSION OF THE NORTH lINE OF
S AJD LOT .3. TO THC HleH WATER "'ARK OF THE ATLN4TIC OCEAN: THE:NCE: RUN
IN .:. SOUTHERL Y DIRECTION ~ONC THE HICH WATER ..ARK OF THE ATLANTIC
OCE: A/t4 A DISTANCE OF' 102.2 FEET MORE OR LESS TO A POINT ON SAlO HIGH
W 4 TER MAR~ OF' THE ATLANTIC OCEAN WHICH IS THE INTERSECTION WITH THE
E 4STERL Y EXTENSION OF THE SOUTHERLY LINE OF' SNO LOT 1: THENCE IN A
W::STE~L Y DIRCCTlON AL.ONG THE EASTERLY EXTENSION OF' SAID SOUTM LNE
or LOT , TO TIofE POINT OF BEGINNING.
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HOTEL lEGAL DESCRIPTION
~~~: '73EOf~4923
PARCEL III:
LOTS 3 AND 16 AND THE NORTH 21.3 FEET CAS MEASURED AlONG LOT LINES> OF'
LOTS 2' AND 17. BLOCK 55. FISHER'S F'IRST SueOIVISION OF' AlTON BEACH.
ACCORDING TO THE PLAT THEREOF AS FILED FOR RECORD IN PLAT BOOK 2.
PAGE 77, OF THE PUBLIC RECORDS OF" DADE COUNTY, F'LORIDA; TOGETHER
WITH: THAT CERT AlN PARCEL OF" LANe L YINe EAST OF AND ADJACENT TO THE
L,4ND DESCRIBED ~OVE; S~D LAND BOUNCED ON THE SOUTH BY THE SOUTI-!
LINE OF THE ABOVE DESCRIBED PARCEL EXTENDED EASTERL Y BOUNDED ON
THE NORTH BY THE NORTH LINE OF" THE ABOVE DESCRISED PARCEL EXTENOED
EASTERL Y BOUNDED ON THE EAST BY THE ME~ HIGH WATER LINE OF THE
ATLANTIC OCEAN AND BOUNDED ON THE WEST BY THE EAST LINE OF SAID LOTS
2 AND J AFOREMENTIONED.
PARCEL IV:
LOTS g. la, 11. 12 AND NORTH '12 OF" LOT 8 N'<4O THE NORTH VZ OF" LOT 13. BLOCK
56 OF FISHER'S FIRST SUBOIVISION OF' AlTON BEACH FLORlOA. A SUBDIVISION IN
FRACTIONAl SECTION J". TOWNSHIP 53 SOUT.... R~GE "2 EAST. ACCORDINC TO
THE PLAT THEREOF. RECORDED IN PLAT BOOK 2. AT PACE 77. OF THE PUBLIC
RECORDS OF DADE COUNTY, FLORIDA.
PARCEL V:
BEGINNING AT THE NORTHEAST CORNER OF LOT g, IN BLOCK 56 OF FISHER'S
FIRST SUBDIVISION OF' AlTON BEAC.... AS THE SAME IS SHOWN MARKED AND
DESIGNATED ON A PLAT OF SAID SUBDIVISION, RECORDED IN PLAT BOOK 2. AT
PACE 17. IN THE OFFICE OF THE CLERK OF" THE CIRCUIT COURT IN ~D FOR DADE
COUNTY. FLORIDA: THENCE RUN IN A/t4 EASTERLY DIRECTION AlONG THE
NORTH LINE OF LOT g OF" BLOCK 56. PRODUCED TO THE HIGH WATER LINE OF'
THE ATLANTIC OCEAN:-n"ENCE RUN IN A SOUTHERLY DIRECTION MEANDERlNC
SAID HIGH WATER LINE A DISTANCE OF 76.05 FEET PLUS OR WlNUS TO A POINT.
SAID POINT BEING AT THE INTERSECTION OF' THE LAST -"ENTIONED COURSE
WITH THE CENTER LINE OF' LOT a OF' BLOCK 56 PRODUCED TO THE HIGH WATER
LINE OF THE A TL A/t4 TIC OCEAN: THENCE RUN IN A WESTERLY OIRECTION ALONG
SAID CENTER LINE OF" LOT a. BLOCK 56 PROOUCED TO THE HIGH WATER LINE OF'
THE ATLANTIC OCEAN; THENCE RUN IN A WESTERLY DIRECTION AlONG SAID
CENTER LINE OF LOT a. BLOCK S6 PRODUCED TO THE EAST LM: OF BLOCK see AT
ITS INTERSECTION WITH TM[ CENTER LINE OF' LOT a, IN BLOCK 5a; THENCE RUN
IN A NORTHERLY DIRECTION AlONG SAID EAST LINE OF" BLOCK 56, A DISTANCE
OF 16.05 FEET PLUS OR MINUS TO A POINT Of BE,GINNNG.
2 of 1 '3
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~tf: I 73EDr(-49Z 4
BEGINNING AT THE: SOUTHEAST CORNER or LOT 10. IN BLOCK ~6 AS SHOWN 8"l'
THE PLAT ENTITLED "FISHER'S FIRST SUBOIVISION OF' ~T~ BEACH", S~D ~LlT
BEING RECORDED IN PLAT BOOt< 2. AT PAGE 77, OF TME PUBLIC IitECOROS O~
DADE COUNTY. FLORIDA; RUN IN A NORTHERL Y DIRECTION AL.ON(i THE EAST
LINE OF' S~D LOT 10, A DIST ANCE O~ 50.7 FEET TO THE NORTME~T CORNE~ Or
:.OT 10; THENCE RUN IN AN EASTERL Y DIReCTION ALONG THe NORTH L.lr~E OF'
SAJD LOT 10, PRODuceD EASTERl Y TO THE HIGH WATER LINE OF TI1E A1LAN~I:
OCE~: TI1[NCE RUN IN A SOUTHERLY DIRECTION. ..e:.tHOERING SAle I1IGH
WATER liNE A DIST ~CE OF '50.7 FEET. PLUS OR ...INUS. TO A POINT; THENCE
RUN IN A WESTERl Y DIRECTION AlONG THE SOUTH lINE OF LOT 1(). IN BLOCK
56, PRODUCED EASTERLY. TO THE POINT OF' BEGINNNG.
PARCEL VII:
THE SOUTH 'h OF' LOTS 8 AND 1J AND All OF lOTS 7 ~ 14, LESS THE SOUl..
12.65 FEET OF' S~O LOTS 7 AND 14. TOGET~R WITH THAT PIECE OF' PARCEL or
LAND LYING BETWEEN THE NORTH AND SOUTH BOUNDMIES OF' S~O
PROPERTY EXTENDING EASTWARD TO THE ATLANTIC OCEAN.....L L rING ANO
BEING IN BLOCt< 56. OF' F'ISHER'S FIRST SUBDIVlSI()N OF AlTON BEACH.
o\CCORDING TO THE PLAT THEREOF', AS RECORDED IN PLAT BOOt< 2. AT PAGE n.
OF THE ~UBLjC RECORDS OF DACE COUNTY. FLORIOA.
P A.RCEL VIII:
THAT PORTION OF AVENUE C (WK./A 16TH STREET) AS SHOWN IN ~ISHER'S F'IRST
SUBDIVISION OF ALTON BEACH, RECORDED AT PLAT BOOI< 2. AT PACE 77. OF THE
PUBLIC RECORDS ~ D,f{)E COUNTY, F'LOR1DA. MID ITS EASTERLY EXTENSION
BOUNDED ON THE WEST BY THE EASTERLY RtGH:r-OF'-WAY LINE OF' COLLINS
AVENUE AND BOUNDED ON THE EAST BY THE EROSION CONTROL LINE. AlL OF'
WHICM IS MORE P~TICULMl Y DESCRISED .s FOLLOWS:
COMMENCE. AT THE NORTHWEST CORNER OF' LOT 11. BlOCK 56, FISHER'S FIRST
SUBDIVISION OF' AlTON BEACH, PLAT BOOK 2. AT PAGE 77, or THE DUBLIC
RECORDS OF DADE COUNTY. FLORIDA. SAlD POINT BEING THE POINT OF'
BEGINNING; THENCE NORTH 88 DEGREES 00 MINUTES 4; SECONDS EAST AlONe
THE NORTH LINE OF' SAID BLOCK 56 AND ITS EASTERLY EXTENSION FOR A
OIST ANCE OF' 576.20 FEET TO THE POINT OF' INTERSECTION WITH THE EROSION
CONTROL LINE: OF THE ATLANTIC OCEAN; THENCE NORTH 8 DECREES 54
MINUTES 53 SECONDS EAST. ~ONG THE EROSION CONTROL LINE FOR A
OIST ANCE OF' 71.28 F'EET TO THE' POINT OF' INTERSECTION WITH TH( EASTERLY
EXTENSION OF THE SOUTH liNE OF' BLOCK 55 OF' THE ABOVE MENTIONED
F'ISHER'S FIRST SUBDIVISION OF' ~ TON BEAeI1; THENCE SOUTH 8a DEGREES 00 TS
MINUTES 49 SECONDS WEST. AlONG THE SOUTH LINE OF' SAI) BLOCK 5S AND I
EASTERl Y EXTENSION FOR A OIST ANCE OF' 577.88 FEET TO THE POINT OF'
INTERSECTION WITH THE EASTERLY RIGHT-OF'-WAY OF' COLLINS AVENUE;
THENCE SOUTH 07 DEGREES 35 MINUTES 04 SECONDS WEST. ALONG THE
EASTERLY RIGHT-OF-WAY LINE OF' COL.LINS AVENUE' FOR A OISTNC[ OF' 70.ge
F'EET TO THE POINT or BEGINNING. STATE OF FLOHIDA
COUf'.JiY OF DADE:
I, ROBERT PARCHER, City Clerk of?:t'j c!
Miami Bench, Florida, do hereby ccr1.'!{ HWl
the above and fcmgoing is <) true [!(,;j en,i (f;t
copy of the or'jifl81 Uwreaf on r:;,~ ii' i~,!5
office.
:~~y ;:;r;;:;;;, 1{.'i~"~:1t"i,j City
;o~an PARCHEH
City Clerk he City of Miami Beach, Flo ida
i
3 of ~3