File Ref. #124
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CITY OF MIAMI BEACH ""'-
OFFICE OF THE CITY ATTORNEY ~
MEMORANDUM
From:
Bob Parcher
City Clerk
Lawrence A. Le~
First Assistant City Attorney
Date: December 15, 1998
To:
Subject: Lessor's Estoppel Certificate With Respect to Monty's Subleases
at the Miami Beach Marina
As discussed with you, the attached original of the Lessor's Estoppel Certificate) with respect
to the refinancing of the Monty's Restaurants at the Miami Beach Marina should be filed with the
resolution which approved the Assumption Agreement, by which Monty's assumed the
aforementioned subleases. This was done under the authority of Resolution No. 96-22066.
cc:
Christina Cuervo, Assistant City Manager
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This instrument was prepared by:
Terry B, Fein, Esq.
Shutts & Bowen LLP
201 South Biscayne Boulevard
1500 Miami Center
Miami, Florida 33131
LESSOR'S ESTOPPEL CERTIFICATE
THE CITY OF MIAMI BEACH, a municipal corporation of the State of Florida (the
"City"), does hereby state, certify and agree to the following:
1. The City is the fee simple owner of the following described property (the "Property"):
See EXHIBIT "A" attached hereto and incorporated herein by this reference,
2. The City is the lessor under that certain lease of the Property to CARNER-MASON
ASSOCIATES, LTD. ("Carner Mason"), dated June 24, 1983, as evidenced by that Short-
Form Lease dated August 19, 1983, and recorded November 9, 1983 in Official Records
Book 11963, Page 1143, of the Public Records of Miami-Dade County, Florida; and as
amended by (i) First Amendment to Marina Lease Agreement dated October 23, 1991, (ii)
Second Amendment to Marina Lease Agreement dated August 11, 1994, (iii) Partial Release
of Lease recorded in Official Records Book 17077, Page 1193, of the Public Records of
Miami-Dade County, Florida, (iv) Third Amendment to Marina Lease Agreement dated May
27, 1997, and (v) Memorandum of Lease Amendments dated May 28, 1997, and recorded
May 29, 1997 in Official Records Book 17656, Page 4709, of the Public Records of Miami-
Dade County, Florida; and as thereafter further amended by Fourth Amendment to Marina
Lease Agreement dated April 15, 1998 (the foregoing documents being all the documents
comprising such Lease Agreement and being hereinafter referred to as the "Lease").
3. The City heretofore consented to the acquisition of Carner Mason's leasehold interest under
the Lease by TALLAHASSEE BUILDING CORPORATION ("Tallahassee"), and thereafter
consented to the assignment of the leasehold interest under the Lease from Tallahassee to
MIAMI BEACH MARINA ASSOCIATES, LTD., a Florida limited partnership, which is the
current lessee under the Lease, pursuant to that certain Assignment and Assumption
Agreement dated June 9, 1997 and recorded June 11, 1997 in Official Records Book 17673,
Page 2830, of the Public Records of Miami-Dade County, Florida.
4. The Lease has not been modified, its terms are in full force and effect, and the Lease is not
in default, and all payments required thereunder are current and up-to-date,
5, The City heretofore consented to a sublease of a portion of the Property from Tallahassee to
MARINA RESTAURANT PARTNERS ("Marina Restaurant") pursuant to that certain
Restaurant Lease dated August 28, 1992, as amended by Lease Amendment dated June 24,
1993, and as further amended by those certain letter agreements dated January 19, 1995, and
March 15, 1995, and as further amended by Assignment, Assumption and Amendment of
Sublease dated November 22, 1995 (the foregoing documents being all of the documents
comprising such Restaurant Lease and being hereinafter referred to as the "Monty's on the
Beach Sublease"),
6, The City heretofore consented to the assignment of Marina Restaurant's interest under the
Monty's on the Beach Sublease to MONTY'S ON THE BEACH, LTD" a Florida limited
partnership ("Monty's on the Beach").
7, In connection with the foregoing consent, the City and Monty's on the Beach entered into
a Non-Disturbance and Attornment Agreement dated November 22, 1995 (the "Monty's on
the Beach Non-Disturbance Agreement"), The Monty's on the Beach Non-Disturbance
Agreement has not been modified and its terms are in full force and effect.
8, The City heretofore also consented to a sublease of another portion of the Property from
Tallahassee to CRABBY BILL'S MANAGEMENT CORP., a Florida corporation ("CB"),
pursuant to that certain Restaurant Lease, dated January 19, 1995, as amended by
Assignment, Assumption and Amendment of Sublease dated November 22, 1995 (the
foregoing documents being all of the documents comprising such Restaurant Lease and being
hereinafter referred to as the "Monty's Downstairs Sublease").
9. The City heretofore consented to the assignment of CB' s interest under the Monty's
Downstairs Sublease to MONTY'S DOWNSTAIRS, LTD., a Florida limited partnership
("Monty's Downstairs").
10. In connection with the foregoing consent, the City and Monty's Downstairs entered into a
Non-Disturbance and Attornment Agreement dated November 22, 1995 (the "Monty's
Downstairs Non-Disturbance Agreement"). The Monty's Downstairs Non-Disturbance
Agreement has not been modified and its terms are in full force and effect.
11. The City hereby acknowledges that Monty's on the Beach and Monty's Downstairs are
obtaining-certain financing from Ocean Bank, a Florida banking corporation ("Ocean Bank"),
and consents to such financing. The City acknowledges and consents to the fact that such
financing shall be secured, in part, by, among other things, a Subleasehold Mortgage,
Assignment of Leases and Rents and Security Agreement (as same may be modified,
amended, extended, renewed, and/or replaced from time to time) encumbering the
subleasehold estate, rights, title and interest ofMonty's on the Beach under the Monty's on
the Beach Sublease, and the subleasehold estate, rights, title and interest of Monty's
Downstairs under the Monty's Downstairs Sublease, as well as by a mortgage (as same may
be modified, amended, extended, renewed, and/or replaced from time to time) encumbering
the leasehold, subleasehold and subsubleasehold estates, rights, titles and interests of Grove
'\AtTOIUVtIWAlJNA\WONn"S:l1ST
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Marina Market, Ltd., a Florida limited partnership, Bayshore Restaurant Management Corp.,
a Florida corporation, and Monty's in the Grove, Inc., a Florida corporation, in and to certain
property located in the City of Miami, Florida (with such mortgages being cross-
collateralized and cross-defaulted). The consents granted herein to the financing for Monty's
on the Beach and Monty's Downstairs shall not obligate the City or create any liability upon
the City to Ocean Bank, its successors and assigns, or to any other person or entity. In
granting such consents, the City has not agreed or consented to any lien or encumbrance upon
its interest, or the interest of the Miami Beach Redevelopment Agency, in the lands and
property that are subject to the Lease, or to their respective interests in the Lease.
12. This Certificate shall be binding on the City, its successors and assigns and may be relied
upon by and shall inure to the benefit of Ocean Bank, its successors and assigns.
IN WITNESS WHEREOF, the City has executed this Certificate at Miami Beach, Florida,
on the~ay of December, 1998.
Signed, Sealed and Delivered in
the Presence of:
CITY OF :MIAMI BEACH, a Florida municipal
corporation
J:!.~:t Jl~~;:::;rr~,
STATE OF FLORIDA )
)
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this jSday of December, 1998, by
Sergio Rodriguez, as City Manager of the City ofMiarni Beach, who is personally known to me.
~Z!l-
NOTARY PUBIC
Name:
My Commission Expires:
P\A TI'OILIVLINAUrfA.\MONTY'SlBS'T
....;t;;..~: ~;;~:'" Ruth Rubl
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b'~ o'3:} MY COMMISSION # CC624373 EXPIRES
'Ao.",:::;;?-o.?.:' April 25. 2001
"<f,,~:n-:t.... BONDED THRU TROY FAlN :kSURA~, INC.
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APPROVED AS TO
FORM & lANGUAGE
& FOR EXECUTION
1~ lt1kL
CiiV Attorney
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EXHmIT "A"
(The Miami Beach Marina Core Parcel)
.
All of Lots 22 through 29, inclusive, and Lot 21, less the Southerly 40 feet thereof in Block Ill, of
OCEAN BEACH FLORIDA ADDITION NO.3, according to the Plat thereof as recorded in Plat
Book 2, Page 81, of the Public Records of Miami-Dade County, Florida; together with a 40-foot
right-of-way on the Bay side of the Hope and Rebecca Tower property, (being Lots 15 through 20
and the Southerly 40 feet of Lot 21 in Block 111, of OCEAN BEACH FLORIDA ADDITION NO.
3);
TOGETHER WITH:
The West 2 feet of Lots 15 through 20, inclusive, and the Westerly 40 feet of the Southerly 40 feet
of Lot 21, in Block 111, of OCEAN BEACH FLORIDA ADDITION NO.3, according to the Plat
thereof as recorded in Plat Book 2, Page 81, of the Public Records of Miami-Dade County, Florida.
P\A.T'l"O\tIVLINAIAIJiWNTTn 1ST
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