File Ref. #162
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CITY OF MIAMI BEACH
TO:
Bob Parcher
City Clerk
Lawrence A. Levy ~
First Assistant City Attorney
FROM:
RE:
Anchor ShopslFuddrucker's Lease
DATE:
October 14, 1999
Attached hereto are the documents of the Fuddrucker's Lease of the Anchor Shops.
LALlbfg
Attachments
F:\A TIUII.t;VLlIIOTI:L\ANCIIORIPARCIIER.MEM
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SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT
THIS ~ORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT ("Agreement"),
made the /j day of 0 C T oBe7L ,1999, among MIAMI BEACH REDEVELOPMENT AGENCY
(the "Landlord"), having an address of 1700 Convention Center Drive, Miami Beach, Florida 33139,
MB REDEVELOPMENT, INC. (the "Master Tenant"), having an address of 667 Madison Avenue, New York,
New York 10021, and ABKEY NO. 17, INC., a Florida corporation (the "Subtenant"), having an address c/o
The Abkey Companies, P. O. Box 330927, Coconut Grove, Florida 33233.
WITNESSETH:
WHEREAS, Landlord and Master Tenant entered into that certain Retail Space Master Lease dated
as of September 20, 1996 (the "Master Lease"), pursuant to which the Landlord leased to Master Tenant, and
Master Tenant leased from Landlord, the Retail Space, as defined in the Master Lease, which Retail Space
is located on the Land, as defined in the Master Lease (and a legal description of which is attached hereto and
made a part hereof as Exhibit "A"); and
~EREAS, Master Tenant and Subtenant have entered into that certain Retail Sublease dated
<-- _ rIfZ1~ ~ ,1999, a true and correct copy of which is attached hereto as Exhibit "B", as may
be amended or modified from time to time (the "Sublease"), whereby a portion of the Retail Space has been
sublet to Subtenant for use as a restaurant (the "Premises"), all as more particularly described in the
Sublease; and
WHEREAS, Landlord, Master Tenant, and Subtenant desire to enter into this Agreement in order to
confirm subordination of the Sublease to the Master Lease, to provide nondisturbance rights and attornment
requirements on Subtenant, and to assure Subtenant's possession of the Premises upon the terms and
conditions prescribed in the Sublease for the full balance of the term therein mentioned and by extensions or
renewals thereof, irrespective of the termination of the Master Lease for any reason or under any
circumstance, 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. Subject to the provisions of this Agreement, Subtenant hereby covenants and agrees
that the Sublease 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 Master Lease for the full term set forth therein and to all renewals,
modifications, replacements, and extensions of the Master 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, Subtenant shall execute promptly any certificate or
further agreement that the Master Tenant or Landlord may reasonably request.
3. Nondisturbance. Landlord, as the lessor under the Master Lease, or anyone claiming by or through
any holder of the Master Lease or any purchaser of Landlord's estate in the Master Lease or the
Land, hereby covenants and agrees that the leasehold estate granted to Subtenant under the
Sublease and the rights of Subtenant and its successors in interest and assigns to quiet and peaceful
possession under the Sublease will not be terminated or disturbed by: (a) any action taken by
Landlord to terminate the Master Lease or to enforce the rights and remedies of the holder thereof,
or (b) the termination of the Master Lease for any other reason or under any other circumstances,
including but not limited to, the merger of Master Tenant's leasehold estate in the Land or Retail
MIA98 49848,3 - CRM/mn
simple owner of the Land or Retail Space, so long as Subtenant or its successors in interest or
assigns shall not be in default beyond applicable cure periods under the Sublease and shall pay the
rents and additional rents under the Sublease, without offsets or defenses thereto, except as and to
the extent specifically set forth in the Sublease, and shall fully perform and comply with all the terms,
covenants, conditions, and provisions of Sublease on the part of the Subtenant 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 Sublease).
4. Continuation of Sublease. If the Master Lease shall terminate for any reason before the expiration
of the term and the extensions or renewals in the Sublease, then the Sublease, if then in existence,
shall continue with the same force and effect as if Landlord and Subtenant had entered into a lease
agreement upon the same terms and conditions as those contained in the Sublease and for a term
equal to the then unexpired term of the Sublease and containing any option to extend or renew the
term thereof.
5. Attornment. From and after termination of the Master Lease as described above, Subtenant's right
of possession of the Premises shall be reserved and undisturbed as set forth above and:
(a) Subtenant will attorn as tenant to Landlord and Landlord will accept such attornment; and
(b) The foregoing attornment provision shall be self-operative and no further instrument of
attornment shall be necessary to effect such attornment. However, in confirmation of such
attornment, Subtenant and Landlord shall execute promptly any certificate and further
agreement that Subtenant or Landlord may reasonably request. If requested by either
Subtenant or Landlord, Landlord and Subtenant will enter into an agreement supplemental
hereto containing the same terms and conditions as those contained in the Sublease but with
such changes as may be necessary by reason of the substitution of Landlord in the place and
stead of Master Tenant.
6. Approval. Landlord confirms that it has consented to the Sublease and the transactions contemplated
thereby pursuant to the Master Lease.
7. Obliqation of Landlord to Subtenant Reqardinq Restoration, Repairs, Etc. Landlord and MasterTenant
acknowledge and agree that:
(a) in accordance with the Garage Easement Agreement (as defined in the Master Lease and
the Sublease), Landlord hereby agrees, to the extent of its obligations under the Garage
Easement Agreement, but, notwithstanding any contrary provision of the Garage Easement,
specifically including the Premises, to (i) maintain and repair the Premises, and (ii) repair
damage to the Premises in the event of a fire or other casualty, and (iii) repair the Premises
in the event of a condemnation.
(b) Subtenant shall have all rights under applicable law and the Sublease to enforce such repair,
restoration and maintenance obligations against Landlord. In addition, without waiving its
rights against Landlord, Subtenant shall have all remedies under the Sublease with respect
to the failure of Master Tenant to perform its obligations with respect to such repair,
restoration and maintenance obligations as set forth in the Sublease. Subtenant may
exercise its rights and remedies with respect to such repair, restoration and maintenance
obligations against only Master Tenant, against only Landlord, or jointly against Master
Tenant and Landlord. The election of Subtenant to initially enforce such rights and
obligations against only master Tenant or Landlord shall not be deemed to be a release,
waiver or impairment of Subtenant's rights and remedies against either of Master Tenant or '
Landlord. Notwithstanding the relationship of Subtenant and Master Landlord as tenant and AI if
landlord, respectively, under the Sublease, for purposes of this Section 7 only, LtmEllerel6Fl6''lI{
MIA98 49848,3 - CRM/mn
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~~
IOAdlord, roGpoetiv9ly, b1ng8r th8 SblbI80iSQ, for pblrpos8s of this ~8ctign J,gFlly, Landlord and
Subtenant shall be deemed to be in privity for so long as the Sublease remains in effect.
8. Counterparts: 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.
9. Governinq Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida.
10. Notices. Any notices which any party may desire or may be required to give to any other party
pursuant to this Agreement shall be in writing and the mailing thereof by certified mailing to the
addresses set forth at the top of the first page of this Agreement, or to such place any party hereto
may by notice in writing designate, shall constitute service of notice hereunder.
11. Recordinq. This Agreement shall not be recorded in the public records of Miami-Dade County,
Florida.
12. Successor and Assiqns. The agreements, terms, covenants and conditions herein shall be binding
upon and inure to the benefit of Landlord, Master Tenant and Subtenant and their respective
successors and assigns and shall be construed as covenants running with the land. If, while Landlord
is the landlord under the Master Lease, Landlord shall cease to exist, the City of Miami Beach, by its
signature hereto, agrees to be bound by the terms, covenants and conditions applicable to Landlord
hereunder.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.
ATTEST:
By ~~ fOA-~
Robert Parcher
Secretary
By:
Name: Neisen O. Kasdin
Chairman
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUnON
STATE OF FLORIDA
~.. (~
General COUIlSI'!I
)
)ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this ~ day of ()~ ,
1999, by Neisen O. Kasdin, as Chairman, and Robert Parcher, as Secretary, of the MIAMI BEACH
REDEVELOPMENT AGENCY, a public body corporate and politic, on behalf of such public body. They are
personally known to me or produced valid Florida driver's licenses as identification.
OFflClALNarARYSEAL ~ . ~
LILLIAN BEAUCHAMP
NarARY PUBUC STATE Of FLORIDA .,
COMMISSION NO. CC738372 N . tar~tate.of FlOrida
MY COMMISSION EXP. APR. 29,2002 Print Name: I- I / /, J'h.J 71eJ:/(,k"-ctH/'
My commission expires:
MIA98 49848.3 - CRM/mn
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MB REDEVELOPMENT, INC.
ATTEST' L
By ~( ~
f\ ttr1 ~lf( S C~
Secretary
By:
Name:
Title:
(.,~tv0
eN-r
STATE OF f\J,zL.-J Yo/L-lL )
)ss:
COUNTY OF /J~ Y b(L{L )
The foregoing instrument was aCknOWlejed before me this. 8111 day of
__~"If.f!/J_f2.'5:~_______, 1 999, b Y ___.9J:i.0d._~_~JA::!:::L~.Y_____________ as
Vlc6 fM5('i~rJ'/ ,~ as Secretary, of MB
REDEVELOPMENT, INC., a Florida corporation, on behalf of such corporation. They are personally known
to me,oj:~j:gdblCed .aG iEleRtifiGBHen.
.~ t A-vvtr~
Nota ublic~tate of.,Ng.-J Yo-<--IL
Print Name: -!)/1 ILIA Ie. tlA ( (l:-tf"t=.'-<..
My commission expires:
DARIA It MITCHEU..
NOrNIV PUIUC..... of... York
No.I01C1117
Q 1J'<bd In c:n.... 0IuIIr
Cammlulllft....~ ...~
MIA98 49848,3 - CRM/mn
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ABKEY NO. 17, INC., a Florida corporation
ATTEST:
::~
STATE OF \.~k )
)55:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledg
1999, by Betty G. Amos, as President, and
ABKEY NO. 17, INC., a Florida corporation, on behalf of s
or produced
\.~
My commission expires:
IH {{{(( {.H."" '- ,"',,~, "".""" ~ (.{ (H {H {~(
, ~~?>v PV$ Rene' J. Hodge )<
: ~~ Notary Public, State of Florida )~
, 1,'~i11i2 Commission No. CC 628585 )<
, ~on\.Q'" My Commission Exp, 3/10/2001 )<
)
, Bonded Through FI" Notary Service & Bonding Co, )<
"........................ ,...., ",'. '. ",', ".', :" "':',,'.". ',,',' '" ,.... '..................... ....,(
MIA98 49848,3 - CRM/mn
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SOLELY FOR THE PURPOSES OF SECTION 12 OF THE FOREGOING SUBORDINATION,
NONDISTURBANCE AND ATTORNMENT AGREEMENT.
ATTEST: {j7 n
By: ~(Al ~l ()
Name: Robert Parcher
Title: City Clerk
9Cl~e1v-
By:
Name: Neisen O. Kasdin
Title: Mayor
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
STATE OF FLORIDA
)
) ss:
)
(Ul~ - ~
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged this 5~ day of O~, 1999 by Neisen o.
Kasdin, as Mayor, and Robert Parcher, as City Clerk of the CITY OF MIAMI BEACH, FLORIDA, a public body
corporate and politic, on behalf of such public body. They are personally known to me or produced valid
Florida driver's licenses as identification.
OFFlCJALNOfARYSEAL
ULLIAN BEAUCHAMP
NOTARY PUBUC STATE Of. FLORIDA
COMMISSION NO. CC738372
MY COMMISSION EXP. APR. 29.2002
~~
Print Name: [iiI ,;W ~I'QucklJ..lP
(
My commission expires:
MIA98 49848,3 - CRM/mn
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