Attorment Agreement #39
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SUBORDINATION, NON DISTURBANCE, AND ATTORNMENT AGREEMENT
THIS SUBORDINA TION,/,NONDISTURBANCE AND ATTORNMENT AGREEMENT
(the "Agreement"), made the /97h day of /14 G~/.J r ,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. Incorooration 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."''ITO\LEVl1;t()T'EL\ANCHOR'FTJoGlEA SNO
AuguIiI Ill. 1lMN1(2S2Drft1
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. Approval. 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]
':''ATTOIl!Vl~TEl1AHCHOR'f"U.Gl.E'' SHD
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
:' ATTEST:
MIAMI BEACH REDEVELOPMENT AGENCY
By:
Secretary
By:
VJ!
.
Neisen O. Kasdin
Chairman
STATE OF FLORI DA )
)ss:
COUNTY OF DADE )
~ (\A The foregoing instrument was acknowledged before me this / Of M day of
~ , 1998, by Neisen O. Kasdin, as Chairman, and Robert Parcher, as Secretary,
of t MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic, on behalf
of such public body. They are personally known to me or f3raellJccd "/sliel Flefida elriver'! liGc:;..!es
as iel9r:ltifk.tign.
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Notary Publ c, State 110rida
Print Name:)...,'/I,'",.,) ~tJc.J.IIIi1P
APPROVED AS TO
FORM & lANGUAGE
& FOR EXeCUnON
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ATTEST:
By:
Secretary
STATE OF
COUNTY OF
)
)ss:
)
MB REDEVELOPMENT, INC.
By:
Name:
Title:
The foregoing instrument was acknowledged before me this
, 1998, by
, and
REDEVELOPMENT, INC., a Florida corporation, on
personally known to me or produced
day of
, as
, as Secretary, of MB
behalf of such corporation. They are
as identification.
My commission expires:
':\A TT01I..EVl...oTUIAHCHOftI#lAGl..E". SND
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Notary Public, State of Florida
Print Name:
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:\Arr<N..EVLViO~L\AHCHO""LAGlER.SND
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Page 5
EXHIBIT "A"
LEGAL DESCRIPTION OF LAND
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BOTtL LECAL DESCRIPTIO"
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PARCEL I:
LOTS " 2, 17 NlO le, BLOCK ~~, FISHER'S FIRST SUBDIVISION OF AL. TON BEACH,
ACCORDING TO PLAT THEREOF, ~ECOROEO IN PLAT BOOK 2, A.T PAGE 77, OF THE
PUBLIC RECORDS OF 0.tDE COUNTY, FlORIDA. LESS THAT PMT OF LOTS 2 AND
17 L. YING NORT'" OF' A LINE. WHICH S~O LINE IS LOCATED AIt40 OESCRISEO AS
FOLLOWS:
BEelN AT THE NORTHWEST CORNER OF LOT 1e, BLOCK '5, F'ISHER'S F'IRST
SUBDIVISION OF ~ TON SEACH, THENCE RUN SOUTHWESTERL Y AlONG Tt-€
wES TERL Y LINE OF SA<<) LOTS " AND 17 FOR A OfST,&NCE OF 72 FEET TO A
POINT. S~D POINT BEING THE POINT OF' BEClNNINC OF THE LINE BEING
OESCRISED: THENCE EASTERLY PMAlLEL TO THE NORTHERLY IN: OF LOT 18
AND L.OT .3, SL.OCK SS OF FISHER'S FIRST SUBDIVISION OF AlTON BEACH rOR A
OIST ANCE. OF ~oo rEET TO A POCNT IN THE EASTERL. Y LINE OF' lOT 2, OF SAID
BLOCK 55. F'ISHER'S FIRST SUBDIVISION OF ~ TON BEACH.
-'S TO LOTS 2 AND 17, S.&IO PROPERTY "'AY ALSO BE DESCRIBED AS LOTS 2 .&NO
'7. LESS TME NORTH 21..3 FEET THEREOF', IN BLOCK ~~, ALTON BEACH FISHER'S
FIRST SUBOIVISION. ACCORDING TO Tt-I[ PLAT THEREor, RECORDED IN PLAT
SOOK 2. AT PACE 17, OF THE PUBLIC RECORDS OF DADE COUNTY, FL.ORIOA.
~ ARCEL II:
P -"RCEL OF LAND LYING BETWEEN BLOCK 55, OF FISHER'S FIRST SUBDIVISION OF
A.l TON 9!:ACM, ACCORDING TO PLAT THEREOF, RECORDED IN PLAT BOOK 2, AT
PACe: 77. OF' THE PUBLIC RECORDS OF DADE COUNTY, FLORlOA. Nt<<) THE HIGH
IN... fER ~~K OF' THE ATLANTIC OCEAN, WHCH S~O PARCEL OF LAND IS
PARTICULARL Y DESCRIBEO AS FOLLOWS: .
3e:CI~ AT T;.;E SOUTHEAST CORNER OF S.,O LOT " BLOCK 55, rrSHER'S FIRST
SUBDIVISION OF AL. TON BEACH, THENCE RUN NORT~RL Y ALONe THE
EASTER!.. Y LINE OF LOT 1 AND LOT 2 OF SA() BLOCK 55, riSHER'S FIRST
SUBOIVISION OF' AL TON BEACH A OIST ANcr or 102.2 r[ET MORE OR LESS TO A
POINT IN THE EASTERLY LINE O~ SAID LOT 2. WHICH SeflO POINT IS 72 FtET
SOUTM OF' TME NORTHEAST CORNER OF LOT J OF S~O BLOCK SS OF' F'ISHER'S
F'IRST SUBDIVISION OF .lL TON BEACH: THENCE RUN IN N+4 EASTERLY DIRECTION
ALO~C A LINE PARAlLEL TO THE EASTERLY EXTENSION OF Tt-fE NORTH LINE OF
s~o LOT J. TO TH( ~Ct-f WATER ~ARk OF' Tt-fE ATLANT~ OCEAN; rt-f(NCE ~UN
IN .:. SOUTH(RL Y OlRECTION .&l.ONC Tt-fE HICH WATER WARk OF' THE Arl~TIC
OCE AN A DIS T ANCE OF 102.2 FEET MORE OR LESS TO A POINT ON S.&IO ""CH
W A fER MAR~ OF THE ATLANTIC OCEAN WHICH IS THE INTERSECTION WITH THE
r AS:E~l. Y EXTENSION OF THE SOUTHERLY LINE OF' SAID LOT 1: THENCE IN A
W::STE~L Y DIRECTION .&l.ONC THE EASTERLY EXTENSION OF' SAID SOUTH L~E
OF' LOT , TO TIojE POINT OF' BECINNINC.
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HOTtL LEGAL DESCR!FT!OR
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PARCEL III:
LOTS J AND 16 AND THE NORTH 21.3 F'EET (AS MEASURED AlONC lOT LINES) OF'
LOTS 2' AND 17, BLOCK 55, F'ISHER'S FIRST SueDIVISION OF AlTON SEACH,
ACCORDING TO THE PLAT THEREOF' AS FilED FOR RECORD IN PlAT BOOK 2,
P.AGE 77, OF THE PUBLIC RECORDS OF' O~E COUNTY, FLORIDA; TOGETIo1ER
WITH: T"'AT CERTAIN PARCEL OF lAND l VINC EAST OF' ANO ADJACENT TO THE
L~D DESCRIBED ..sovE; S~O LANe BOUNCED ON THE SOUTH BY THE SOUTM
LINE OF THE ABOVE DESCRIBED PARCEL EXTENDED EASTERLY BOUNDED ON
THE NORTH BY THE NORTH LINE OF THE ~OVE DESCRIBED PARCEL EXTENDED
EASTERL Y BOUNDED ON THE EAST BY THE ME.tN HIGH WATER LINE OF' THE
ATLANTIC OCEAN AND BOUNDED ON THE WEST BY THE EAST LINE OF SAID LOTS
2 AND .3 AFOREMENTIONED.
PARCEL IV:
LOTS 9, la, n, 12 AND NORTH 1'2 OF' LOT 8 N-4O THE NORTH Yz OF' lOT 13, BLOCI<
56 OF FISHER'S F'IRST SUBDIVISION OF AlTON BEACH FLORIDA. A SUBOIVISION IN
F'RACTlON..... SECTION .34, TOWNSHIP ~3 SOUTH. RANCE 42 EAST, ACCORDINC TO
THE PLAT THEREOF, RECORDED IN PLAT BOOK 2, AT PACE 77, OF THE PUBLIC
RECORDS OF DADE COUNTY, FlORIOA.
PARCEL v:
BECINNINC AT THE NORTHEAST CORNER OF' LOT 9, IN BLOCK 56 OF' FIS~R'S
FIRST SUBDIVISION OF' AL. TON BEACH. AS THE S,tME IS SHOWN WARKED AND
DESIGNATED ON A PLAT OF S~O SUBDIVISION RECORDED IN PLAT BOOI< 2, AT
PACE 17, IN THE OF'FICE OF THE CLERK OF' tHE CIRCUIT COURT IN .,..0 FOR DADE
COUNTY, F'LORIOA; THENCE RUN IN ~ EASTERLY DIRECTION AlONe THE
NORTH L.INE OF LOT 9 OF SLOCK 56, PROOUCED TO THE HIGH WATER LINE OF'
THE ATLANTIC OCEAN;-THENCE RUN IN A SOUTHERl. Y OIRECTION "E~OERING
SAID HIGH WATER LINE It DISTANCE OF 76.05 FEET PLUS OR ~NUS TO It POINT,
SAID POINT BEING AT THE INTERSECTION OF' THE lAST ..cENTIONED COURSE
WITH THE CENTER LINE OF' LOT 8 OF' BLOCK 56 PROOUCED TO THE HIGH WATER
LINE OF THE It TLANTIC OCEAN; THENCE RUN IN A wESTERLY DIRECTION ALONG
SAID CENTER LINE OF' LOT 8. BLOCK 56 PRODUCED TO TI-€ HKiH WATER LINE OF'
THE ATLANTIC OCE.ANi THENCE RUN IN A WESTERl. Y OfRECTION AL.ONG SAID
CENTER LINE OF LOT S. BlOCK 56 PRODUCED TO THE EAST lINE Of BLOCK 55. AT
ITS INTERSECTION WITH THE CENTER lINE OF lOT S. IN BLOCK 54. T"'ENCE RUN
IN A NORTHERLY DIRECTION ALONe S~O EAST liNE OF' BLOCK 5S. A DISTANCE
OF 76.05 FEET PLUS OR MINUS TO A POINT OF BE,GINNING.
2 of 1 '3
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BEGINNING AT THE SOUTHEAST CORNER or LO T '0. IN SlOCK ~6 A5 SHOWN 8-..
TI-1E PLAT ENTITLEO "FISHER'S FIRST SUBDIVISION OF' ~TON BEACH", S~D ~llr
SEING RECORDED IN PLAT BOOK 2. AT PACE ", OF' TME PUBLIC ~ECOROS Of:"
DADE COUNTY, F'LORIOA; RUN IN A NORTHERL Y DIRECTION AlONCi THE EAST
LINE OF" S~D LOT 10. A OIST ANCE OC" 50.1 FEET TO THE NORTHEAST CORNE:~ Or
~OT 10; THENCE RUN IN AN EASTERL Y DIRECTION AlONCi THE NORTH LINE OF'
SAJO LOT '0, I=ROOUCEO EASTERL Y TO THE HIGH wATER LINE OF THE AT L AN~I:
OCE~; THENCE RUN IN A SOUTHERLY DIRECTION. WE.tNCERlNCi S.A.IO H'CiH
WATER LINE A DIST ~CE OF '50.7 FEET. PLUS OR "'NUS. TO A POINT; THENCE
RUN IN A wESTERLY DIRECTION ~ONC TME SOUTH LINE OF LOT lO, IN BLOCK
56. PROOUCED EASTERLY. TO THE: POINT OF' BE GlNNNC.
PARCEL VII:
THE SOUTM 'I: OF" LOTS 8 AND lJ N>#O AlL. OF LOTS 7 N<J 14, LESS TME SOUT,
12.65 FEET OF' S~D LOTS 1 AND 14, TOGE:T~R WITH TMAT PIECE OF P.-RCEl o~
LAND LYING BETWEEN TM( NORTH AND SOUTH BOUNOARIES OF' SAlO
PROPERTy EXTENDING EASTWAAD TO THE ATL.ANTIC OCEAN. AlL L rING ANO
SEINCi IN BLOCK 56, OF' F'ISHER'S F'IRST SU80lVlSlON OF Al. TON BEACH,
~CCOROINC TO THE PLAT THEREOF', AS RECORDED IN PlAT BOOt< 2. AT PAGE: 77,
OF' THE l:lUBLIC RECORDS OF DADE COUNTY. FLORIOA.
PARCEL VIII:
TI-1AT PORTION OF AVENUE C (AlK./A 16TM STREET> AS SMOWN IN FISHER'S FIRST
SUBDIVISION OF' ~ TON BEACH, RECORDED AT PLAT SOOt< 2, AT PACE 77, OF Tlo€
PUBLIC RECORDS OF D,tDE COUNTY, F'LORtDA.. N-fD ITS EASTERL Y E~TENSiON
BOUNOED ON T~ WEST BY THE EASTERLY RtGH:T-Of'-WAY LINE OF' COLLINS
AVENUE AJ'.IO BOUNDED ON THE EAST BY THE EROSION CONiROL LlNE. ALL OF'
WMICM IS MORE PARTICUL.ARL Y OESCR/BED .s FOLLOWS:
COMMENCE:. AT THE NORTHWEST CORNER OF LOT 11, BLOCK ~6. F'ISHER'S F'IRST
SUBDIVISION OF' ~ TON BEACH, PLAT BOOK 2. AT PAGE 77. Of THE "USL/C
RECORDS OF' DADE COUNTY. F'L.ORIO~ S~O POINT BEING THE POINT OF'
eEGINN/NG: THENCE NORTH 88 DECREES 00 ~JNUTES 4i SECONDS EAST ALONe
THE NORTH LINE OF' SAJO BLOCK 56 ANO ITS EAST(RL Y EXTENSION FOR ~
DIST "NCE OF' 576.20 FEET TO THE POINT OF' INTERSECTION WITH THE EROSION
CONTROL LINE OF' THE A TL.-NTIC OCE.-N; THENCE NORTM 8 DECREES 5.
MINUTES 5.3 SECONDS EAST, AlONG THE EROSION CONTROL LINE F'OR It.
DIST -'NCE OF' 71.28 F'EET TO THE POINT OF' INTERSECTION WITH THE EASTERL 'f
EXTENSION OF' THE SOUTH LINE OF' BLOCK. 55 OF' THE ~OVE MENTIONED
rISHER'S F'IRST SUBDIVISION OF' AlTON BEACH; THENCE SOUTH 88 DEGREES 00 S
MINUTES 49 SECONDS WEST. AlONG THE SOUTH LINE or SAI) BLOCk 55 AND IT
EASTERL Y EXTENSION F'OR It. DIST -'NCE OF' 577.88 FEET TO THE POINT OF'
INTERSECTION WITH THE EASTERLY RIGHT-OF-WAY OF' COLLINS AVENUE:
THENCE SOUTH 07 DEGREES 35 ~INUTES 04 SECONDS WEST, Al.ONG TME
EASTERLY RIGHT-OF-WAY LINE OF' COLLINS AvENUE F'OR A DISTANCE OF' 70.98
FEET TO TM( POINT Of' BEGINNING.
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ROBERT PARCHER
~~he City of Miami Beach, Florida f)
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By: Deputy