Lease Agreement with MB Mixed Use Investment, LLC 2.0 i13-30
Prepared By&Return to:
Laura Gangemi Vignola,Esq.
Gangemi Law Group,PLLC
2665 S. Bayshore Drive
Suite 1025
Miami,Florida 33133
Property Appraiser's Parcel Identifying No.:
02-3227-000-0090
MEMORANDUM OF DEVELOPMENT AND GROUND LEASE AGREEMENT
THIS MEMORANDUM OF DEVELOPMENT AND GROUND LEASE AGREEMENT (this
"Memorandum"),dated as of May ,2020,is by and between CITY OF MIAMI BEACH,FLORIDA,a
municipal corporation (the "City") having its principal offices at 1700 Convention Center Drive, Miami
Beach,Florida 33139 and MB MIXED USE INVESTMENT,LLC,a Florida limited liability company(the
"Lessee")having an address at 2665 South Bayshore Drive, Suite 1020,Miami,Florida 33133.
1. Lease Agreement. The City and the Lessee are parties to that certain Development and Ground
Lease Agreement with an effective date of December 12, 2018 (the "Lease Agreement") regarding the
property legally described on Exhibit A attached hereto and by this reference made a part hereof(the
"Leased Property"). Capitalized terms not defined herein shall have the meanings assigned such terms in
the Lease Agreement.
2. Term. Section 4.1(a)of the Lease Agreement reads as follows:
"The City,as of the Possession Date,demises and leases to Lessee,and Lessee takes and hires from
the City, the Leased Property for a term of approximately ninety-nine (99) years ending on
December 31St of the last Lease Year prior to the 99th anniversary of the Possession Date (the
"Term"). Within thirty (30) days after the Possession Date, the City and Lessee, upon request of
either Party,shall execute a commencement date agreement and/or one or more written memoranda
in such form as will enable them to be recorded among the Public Records of Miami-Dade County,
in each case, setting forth the beginning and termination dates of the Term, determined according
to this Lease, and recording any such other documents as may be required under this Lease."
3. Easements. City and Lessee have agreed to establish certain easements as more particularly
described in Section 4.1(g) of the Lease, which easements shall be effective only if and when recorded in
the public records of Miami-Dade County,Florida.
4. Fee Mortgages. The Lease includes the following provisions: "City represents and warrants to
Lessee that no mortgages currently exist against its fee interest in the Leased Property, and acknowledges
that this Lease shall not be subordinate to any future mortgage against the fee interest in the Leased
Property. Notwithstanding anything to the contrary contained in this Lease, if all or any portion of the
interest of City in the Leased Property or this Lease shall be acquired by reason of foreclosure of any
mortgage, security agreement,lien or other encumbrance or other proceedings brought to enforce the rights
of the holder(s) thereof, by deed in lieu of foreclosure or by any other method, and as a result any Person
succeeds to such interests of City,this Lease and the rights of Lessee hereunder shall continue in full force
1
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and effect and shall not be terminated or disturbed except as otherwise expressly permitted by the terms of
this Lease."
5. Incorporation of Lease Terms. All of the terms,conditions,provisions and covenants of the Lease
Agreement are incorporated in this Memorandum by reference as though written out at length herein. In
the event of any inconsistency between the provisions of this Memorandum and those of the Lease
Agreement,the provisions of the Lease Agreement shall control.
6. Counterparts. This Memorandum may be executed in counterparts and by facsimile or PDF
signatures delivered via email, which taken together still constitute collectively one agreement. In making
proof of this Memorandum, it shall not be necessary to produce or account for more than one such
counterpart with each party's counterpart,facsimile or PDF signatures delivered via email.
IN WITNESS WHEREOF,the parties have caused this Memorandum to be duly executed as of
the day and year first above written.
[Signatures on following pages]
2
CITY
Witnesses: CITY OF MIAMI BEACH,FLORIDA,
a municipal •!•oration
By:
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STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoin .ipstrument w s acknowledged before me via X physical presence or online
notarization this /1`M day of✓_� , 2020 by bilk)( i_I ck- , as ,H D of
Rt f,i 13014(-f F L • He is personally known to me or has produced
as identification. p�
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No r 'Y PUBLIC
GUADAIUPE C AAMOS /�„r
•��e` Notary Public State of Florida v O fib/-LC/P C imos
Commission e*Ff 992352 Typed or Printed Name of Not
9 -%-- f My Comm.Expires Sep 8,.2020' My Commission Expires: - c �
�''__°.rt�'��_ Bonded through National-NotaryAssn.
Serial No.,if any:
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
•
On??for S ly 2"D
City Attorney Date
3
LESSEE
Witnesses: MB MIXED USE INVESTMENT, LLC, a Florida
limited liability company
By: MB Mixed Use Investment Holdings Member I,
LLC, a Florida limited liability company, as
Print Name: manager
By:
Print Name: David Martin,Manager
By: TB MBCC Hotel Investment,LLC,a Florida limited
Print Name: liability company, as manager
By:
Print Name: Name:
Title:
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me via physical presence or online
notarization this day of , 2020 by David Martin, as a manager of MB Mixed Use Investment
Holdings Member I, LLC, a Florida limited liability company, which is a manager of MB Mixed Use Investment,
LLC, a Florida limited liability company , on behalf of such company. Such person is personally known to me or
produced as identification.
NOTARY PUBLIC
Typed or Printed Name of Notary
My Commission Expires:
Serial No.,if any:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me via physical presence or online
notarization this day of ,2020 by ,as of TB MBCC
Hotel Investment,LLC,a Florida limited liability company,which is a manager of MB Mixed Use Investment,LLC,
a Florida limited liability company,on behalf of such company. Such person is personally known to me or produced
as identification.
NOTARY PUBLIC
Typed or Printed Name of Notary
My Commission Expires:
Serial No.,if any:
4
Exhibit A
Leased Property
A parcel of land lying in Section 34, Township 53 South, Range 42 East, City of Miami Beach,
Miami-Dade County, Florida,being more particularly described as follows:
Commence at the Southeast corner of Lot 1, Block 22, according to the AMENDED PLAT OF
GOLF COURSE SUBDIVISION OF THE ALTON BEACH REALTY COMPANY, as recorded
in Plat Book 6, Page 26, of the Public Records of Miami-Dade County, Florida; thence
N88°00'53"E, along the Easterly prolongation of the Northerly right of way line of 17th Street,
said right of way being 70 feet in width as shown on said Plat Book 6, Page 26, a distance 368.16
feet; thence NO2°04'00"W, along the Eastern edge of an existing 15 feet wide sidewalk lying on
the East side of Convention Center Drive as now laid out and in use, a distance of 39.94 feet to
the Point of Beginning; thence continue NO2°04'00"W along said existing sidewalk, a distance of
238.58 feet to the beginning of a curve concave to the Southeast having a radius of 40.00 feet, a
chord which bears N42°58'54"E; thence Northeasterly along the arc of said curve a distance of
62.90 feet, through a central angle of 90°05'48"; thence N88°01'48"E a distance of 13.05 feet to a
point hereinafter referred to as Point "A"; thence continue N88°01'48"E a distance of 297.49
feet; thence S01°56'26"E,to the intersection with said Easterly prolongation of the Northerly
right of way of 17th Street, a distance of 318.50 feet; thence S88°00'53"W, along said Easterly
prolongation of the Northerly right of way of 17th Street, a distance of 309.96 feet to the
beginning of a curve concave to the Northeast having a radius of 40.00 feet, a chord which bears
N47°01'33"W; thence Northwesterly along the arc said curve a distance of 62.78 feet, through a
central angle of 89°55'08" to the Point of Beginning.
TOGETHER WITH:
An airspace parcel being a parcel of land lying in Section 34, Township 53 South, Range 42
East, City of Miami Beach, Miami-Dade County, Florida,having as its lower boundary, a
horizontal plane at elevation 23.69 feet(North American Vertical Datum of 1988),having as its
upper boundary, a horizontal plane at elevation 52.44 feet(North American Vertical Datum of
1988),the perimetrical boundaries of which are more particularly described as follows:
Begin at said Point "A"; thence NO3°29'22"W a distance of 53.99 feet; thence N86°30'38"E a
distance of 30.00 feet; thence S03°29'22"E a distance of 54.78 feet; thence S88°01'48"W a
distance of 30.01 feet to the Point of Beginning said point also being Point "A".
A-1