Non-Disturbance Agreement
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I AND ATTORNMENT J
NON-DISTURBANCE 'AGREEMENT
I and Attornmentl /) U. ()
This Non Disturbance I Agreement is entered into as of VP~ I. ,2001 by
THE CITY OF MIAMI BEACH, FLORIDA, a municipal corporation, under the laws of the
State of Florida (the "City"), 16TH STREET PARTNERS, LLC, a Florida limited liability
company (the "Tenant"), and MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, a Delaware corporation (the "Subtenant).
The City as landlord and the Tenant entered into that certain Ground Lease dated
September 1, 1999 and recorded in Official Records Book 18770, at Page 46, of the Public
Records of Miami-Dade County, Florida (the "Ground Lease"), which encumbers the real
property legally described on Exhibit "A" hereto (the "Property").
A Tenant is sublandlord and Subtenant is subtenant under that certain Office Lease
Agreement dated as of June 18, 2001 (the "Sublease") relating to a portion of the
space encumbered by the Ground Lease.
B. Section 10.7 of the Ground Lease states in part as follows:
Upon receipt of a written request from Tenant or any sublessee under
an office or retail sublease, Owner shall enter into attornment and non-
disturbance agreements with sublessees in the office, retail,
commercial and parking spaces of the Premises. Such attornment and
non-disturbance agreements shall be entered into upon such terms and
conditions as are customary for such agreements.
C. It is in the best interests of the City, Tenant and Subtenant to execute this
Agreement.
In consideration of the matters described in the recitals to, and the terms and covenants
contained in, this Agreement, the sufficiency of which consideration is acknowledged by all
parties to this Agreement, the City, Tenant and Subtenant agree to the following terms and
covenants.
I. The recitals to this Agreement are true and are incorporated in this
Agreement.
2. In the event of a termination of the Ground Lease, the possession of
Subtenant, and the enjoyment by Subtenant of all rights and privileges
under the Ground Lease and the Sublease, shall not be disturbed,
diminished or in any way adversely affected by reason of termination of
the Ground Lease or any other action or proceeding taken by the City with
respect to Tenant's interest in the Property and the Sublease shall continue
as a direct lease between the City and the Subtenant without the necessity
of executing a new sublease, and Subtenant shall not be named or joined
as a party in any suit, action or proceeding for the termination of the
Ground Lease so long as the Subtenant is not in default beyond the
applicable notice and cure periods, if any, under the Sublease, and shall
pay the rents and additional amounts, if any, due under the Sublease,
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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 the Sublease on the part of
the Subtenant thereunder to be performed or complied with.
3.
If any lessor under the Ground Lease or anyone claiming by or through
any such lessor or any purchaser of landlord's estate shall enter into and
lawfully become possessed of the leased premises covered by the Sublease
or shall otherwise succeed to the rights of the landlord under the Sublease,
either through termination of the Ground Lease or the acquisition of the
estate thereby created, then Subtenant agrees to attorn to such successor
landlord and recognize such successor landlord as its landlord under the
Sublease. 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, Subtenant shall execute promptly any
certificate or further agreement that the Tenant or landlord may reasonably
request.
4.
This Agreement is binding upon, and shall inure to the benefit of, the
parties to this Agreement and their respective successors and assigns in
interest.
This Agreement may be executed in several counterparts, all of which shall constitute one
agreement.
Attest:
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City Clerk
APPROVED M10
FORM & LANGUAGe
.. FOR EXECUTION
Q~ f.VIlhL
CIty ;..;-~ DID
[Official Seal]
CITY /LANDLORD
THE CITY OF MIAMI BEACH, FLORIDA
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Mayor
By:
SUBLANDLORDrrENANT:
16th STREET PARTNERS LLC,
a Florida limited liab' ity company
By:
resident
Inc., a Florida
aging member
By:
[Signatures continued on next page]
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SUBTENANT:
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED, a Delaware
corporation
By:
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Mark E. Brooks
First Vice President
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoin~ il1strument was acknowledged before me this Cfll. day of r\rblltlJ 2001
by /lIe""""'A O. n~uJ as ~ l\f~r of the City of Miami Beac~icipal
corporation, on behalf of said municip c~ora Ion. /. (\ . \ .f).A
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Notary Pubhc
~Y
E II kLEIER
Hal'AIY PIlBUC SJ"ATEOF FLCIUDA
CXlMMISSION NO. CC8328'16
OOMMISSION EXP. MAY3
Type, Print or Stamp Name
My Commission Expires:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
J..
The foregoing instn:ment was acknowledged before me this A day of c:uJ,<!', 2~01
by l"c\c,.ct.... (\. G", C::-~........ , as \/;(.(. "rt~*~~f LNR 16 Street, Inc., a Flonda
corporation, the managing member of 16th Street Partners LLC, a Florida limited liability
company who is personally known.~?,m~,?; has produc~ed a driver's license aS~identification.
....'~ \.. ROe", :d' -/l
....~~....~A....~-i;-... t7'- /~c
f"~""~O Fly .....\Jl ~ ~ry lic
: : My Comm. Exp. : :
: 0: Feb. 9, 2004 : <(: Type, Print or Stamp Name
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\~~ot~~~~:~;...~.:.: My Commission Expires:
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[Acknowleli'gements continued on next page]
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268576_3
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STATE OF /lM h
COUNTY OF ~
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The foregoing instrument was acknowledged before me this /15 tC,day of ~OOl
by Mark E Brooks, as First Vice President of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a Delaware corporation, on behalf of said professional association, who is
personally known to me or has produced a driver's license as identification.
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No(aryPublic I ~'~~'''ck/I)/o3
It "" LI.)5<l550
Type, Print or Stamp Name
My Commission Expires:
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268576_3
City of Miami Beach - City Clerk's Office
July 7,1999/ REGULAR AGENDA / R7 - Resolutions
R7B Commission Memorandum No. 503-99
A Resolution Approving on Second Reading, the Development Agreement, in Accordance with the
Requirements of the Florida Local Government Development Agreement Act, between the City of
Miami Beach and Lincoln Plaza Partners LLC, for Development of the Site Located at 17th Street and
Lincoln Lane and Jefferson and Michigan Avenues, and Approving the Lease Agreement between the
City of Miami Beach and Lincoln Plaza Partners LLC, to Lease Said Site Following a Public Hearing
Held in Accordance with the Provisions of Sections 82-36 through 82-40 of the Code of the City and
Providing an Effective Date. (Agreement of Lease and Development Agreement Distributed Under
Separate Cover)
Proposed Ground Lease - 2:30 p.m. Public Hearine:
Development Agreement - 2:31 p.m. Second Public Hearine:
Administration Recommendation: Adopt the Resolution.
(City Manager's Office)
(First Hearing 5/26/99)
ACTION: Public hearings held. Resolution No. 99-23236 adopted.
Date Printed: 10/9/01 Time Printed: 11 :22:48 AM
Source Database: F:ICLERICOMMONIFOLlOlClerk122.nfo
City of Miami Beach - City Clerk's Office
July 7,1999/ REGULAR AGENDA / R7 - Resolutions
R7B Commission Memorandum No. 503-99
A Resolution Approving on Second Reading, the Development Agreement, in Accordance with the
Requirements of the Florida Local Government Development Agreement Act, between the City of
Miami Beach and Lincoln Plaza Partners LLC, for Development of the Site Located at 17th Street and
Lincoln Lane and Jefferson and Michigan Avenues, and Approving the Lease Agreement between the
City of Miami Beach and Lincoln Plaza Partners LLC, to Lease Said Site Following a Public Hearing
Held in Accordance with the Provisions of Sections 82-36 through 82-40 ofthe Code of the City and
Providing an Effective Date. (Agreement of Lease and Development Agreement Distributed Under
Separate Cover)
Proposed Ground Lease - 2:30 n.m. Public Hearin!!
Development Agreement - 2:31 n.m. Second Public Hearin!!
Administration Recommendation: Adopt the Resolution.
(City Manager's Office)
(First Hearing 5/26/99)
ACTION: Public hearings held. Resolution No. 99-23236 adopted.
Date Printed: 10/9/01 Time Printed: 11 :22:40 AM
Source Database: F:ICLERICOMMONIFOLlOlClerk122.nfo