Resolution 2021-31809 RESOLUTION NO. 2021-31809
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, FOLLOWING SECOND
READING/PUBLIC HEARING, PURSUANT TO SECTION 82-37(A)(2) OF THE
CITY CODE, AN AMENDMENT TO THE CITY'S LONG-TERM LEASE (THE
"AMENDMENT") WITH THE GREATER MIAMI JEWISH FEDERATION, INC., A
FLORIDA NOT-FOR-PROFIT CORPORATION (THE "FEDERATION") FOR
THE HOLOCAUST MEMORIAL SITE LOCATED AT 1933-1945 MERIDIAN
AVENUE (THE "MEMORIAL"), ATTACHED AS AN EXHIBIT TO THE
COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION,
WHICH AMENDMENT: (1) EXTENDS THE TERM OF THE EXISTING LEASE
FOR AN ADDITIONAL TWENTY-ONE (21) YEARS; AND (2) EXPANDS THE
LEASED PREMISES TO INCLUDE THE ADJACENT MUNICIPAL PARKING
LOT AT 775 19TH STREET (THE "ADDITIONAL PREMISES"), FOR THE SOLE
PURPOSE OF PERMITTING THE FEDERATION, AT ITS SOLE COST AND
EXPENSE, TO DEVELOP, CONSTRUCT, OPERATE, AND MAINTAIN A STATE
OF THE ART HOLOCAUST MEMORIAL COMMUNITY LEARNING CENTER ON
THE ADDITIONAL PREMISES, FOR THE PRESENTATION OF EXHIBITS,
LECTURES AND OTHER INTERACTIVE PROGRAMMING THAT CONNECTS
THE HOLOCAUST EXPERIENCE TO CONTEMPORARY CIVIC LIFE AND
PROMOTES TOLERANCE, REMEMBRANCE AND GLOBAL HUMAN RIGHTS;
FURTHER, WAIVING, BY 5/7TH VOTE, THE COMPETITIVE BIDDING AND
APPRAISAL REQUIREMENT OF SECTION 82-39 OF THE CITY CODE,
FINDING THAT THE PUBLIC INTEREST WOULD BE SERVED BY WAIVING
SUCH REQUIREMENTS; FURTHER, WAIVING, BY 5/7TH VOTE, THE ART IN
PUBLIC PLACES CONTRIBUTION REQUIREMENT, PURSUANT TO SECTION
82-587(C)(1) OF THE CITY CODE, FINDING THE WAIVER TO BE IN THE BEST
INTEREST OF THE CITY; FURTHER, PROVIDING THAT THE AMENDMENT
SHALL BE SUBJECT TO THE APPROVAL BY A VOTE OF AT LEAST SIXTY
PERCENT OF THE CITY'S VOTERS VOTING IN A CITY-WIDE REFERENDUM,
IN ACCORDANCE WITH SECTION 1.03(6)(3) OF THE CITY CHARTER.
WHEREAS, the City is the owner of the property located at 1933-1945 Meridian Avenue,
the current site of the Holocaust Memorial ("Memorial"); and
WHEREAS, on January 26, 2000, the City entered into a 99-year lease agreement with
the Holocaust Memorial Committee, Inc. (the "Lease"), to operate and maintain the Holocaust
Memorial located at 1933-1945 Meridian Avenue; and
WHEREAS, on January 16, 2008, the Lease was assigned to the Greater Miami Jewish
Federation, Inc. ("Federation") pursuant to Resolution No. 2008-26732; and
WHEREAS, the Federation has successfully operated and maintained the Memorial
since that time, and the Federation's existing Lease for the Memorial expires in 78-years, on
March 8, 2099; and
WHEREAS, the Memorial is dedicated to teaching and inspiring through Holocaust
education, cultural programs and initiatives, visitations to the Memorial, and outreach to the
community, and the goal of the Memorial is to illuminate the dangers of antisemitism, racism,
persecution and other hatreds through the lens of the murder of 6 million Jews and others who
perished during the Holocaust in Europe from 1939-1945; and
WHEREAS, the Memorial is a solemn gathering place for our community, a symbol of
strength that expresses the Holocaust through art and beauty, and the Memorial serves as a
reminder for the future, encouraging visitors to learn about the Holocaust, remember and honor
its victims and survivors, and confront issues of genocide, anti-semitism, and unchecked,
divisive movements grounded in hatred; and
WHEREAS, there is no entrance fee to visit the Memorial, and all of its programming for
the community is free to the general public, and the Memorial is open every day, including
holidays; and
WHEREAS, over the years, the Memorial has served as a focal point for Holocaust-
related education efforts, serving thousands of schoolchildren, teachers, college students, and
the City's residents and visitors; and
WHEREAS, prior to the COVID-19 pandemic, the Memorial concluded the year with over
100,000 visitors, including more than 11,000 students from South Florida, primarily from Miami-
Dade County, and this does not include the Memorial's robust social media, new initiatives for
teachers, and materials that are widely distributed throughout the U.S.; and
WHEREAS, although the visitor experience at the Memorial is impactful, the Memorial
lacks facilities that would permit the presentation of changing exhibits, lectures and other
programming and related activities, and, as a result, many local and regional visitors to the
Memorial rarely visit the Memorial more than once; and
WHEREAS, at the State of the City address on February 24, 2020, Mayor Gelber
announced that he intended to sponsor a proposed transaction for a modest expansion of the
Memorial, which would include the footprint for the adjacent parking lot at 775 19th Street,
currently used as a surface parking lot with only 22 parking spaces (5 of which are already
designated for the Memorial); and
WHEREAS, the Federation has proposed an expansion of the existing Memorial site, and
a corresponding modest extension of the existing Lease, to allow the Federation to expand the
Memorial and develop a community center to activate the Holocaust Memorial through interactive
experiences; and
WHEREAS, the Federation has proposed that the current Lease for the Memorial be
amended to include a portion of the City owned surface parking lot, adjacent to the Memorial,
located at 775 19th Street, Miami Beach, equal to approximately 12,000 square feet ("Additional
Premises"), as more particularly in the Memorandum Accompanying this Resolution; and
WHEREAS, the proposed transaction would be structured as an amendment to the
existing Lease (the "Lease Amendment"), which would extend the term of the existing Lease for
an additional 21 years, for a total term of 99-years from the effective date of the Lease
2
Amendment, and include the Additional Premises as part of the Lease, for the sole purpose of
providing the Federation with the ability to design, construct, operate and maintain a community
learning center at the Memorial, at the Federation's sole cost and expense ("Project"); and
WHEREAS, the Project is intended to activate the Memorial through interactive and other
programming to reach broader audiences by educating students and the public about tolerance,
human rights and the need for global understanding and community, and the Concept Plan for
the Project is attached to the Memorandum accompanying this Resolution; and
WHEREAS, as consideration to the City for the Lease Amendment, the Federation shall
develop, construct, operate, and maintain the Project, at its sole cost and expense, with no City
funding whatsoever for the Project; and
WHEREAS, the Lease Amendment is attached to the Commission Memorandum
accompanying this Resolution, and as further set forth in the Lease Amendment, the Lease
Amendment:
(1) Extends the term of the existing Lease for an additional 21 years;
(2) Includes the Additional Premises, as part of the Lease Amendment;
(3) Provides for the development of the Project at the Federation's sole cost and expense
(with the development related terms set forth more fully below);
(4) Ensures the Additional Premises are used solely as a community center providing
educational and cultural exhibits, events and programming compatible with and
complementing the Memorial, as well as for ancillary uses consisting of a gift pavilion
for the sale of commemorative pictures and similar personal items, and a café serving
light fare and not to exceed 1,000 square feet;
(5) Requires that the Federation accept the Additional Premises in its as-is condition,
including with respect to environmental conditions;
(6) Ensures the City will have the right to continue to use the Additional Premises as a
surface parking lot until commencement of construction;
(7) Indemnifies the City for losses in connection with the Project;
(8) Includes termination rights for each party, the Federation having the right to terminate
the Lease Amendment for convenience prior to issuance of the building permit for the
Project, and the City having the right to terminate the Lease Amendment as a result of
any default by the Federation, including failure to satisfy the conditions precedent to
commencement of construction and/or achieve the outside dates for commencement
of construction and completion of construction; and
WHEREAS, the Federation's obligations with respect to development and construction of
the Project, and the City Commission's approval of the Concept Plan and design for the Project
are also expressly set forth in the Lease Amendment; and
WHEREAS, the Federation's possession of the Additional Premises and commencement
of construction will be subject to the satisfaction of certain conditions, including (1) approval by
the City's Design Review Board ("DRB"); (2) delivery of acceptable payment and performance
bonds naming the City as a co-obligee; (3) delivery of a budget for the costs of construction; (4)
3
City's approval of the general contractor/design builder for the Project; (5) delivery of the general
construction contract with the approved general contractor/design builder; and (6) the City's
receipt of satisfactory evidence that the Federation has sufficient funds to build the Project; and
WHEREAS, the Lease Amendment sets certain target milestones for the timely
completion of the Project which include: (1) target date for DRB approval within 24-months after
the effective Date; (2) final building permit within 21-months following DRB approval (3)
commencement of construction within 24-months of DRB approval; and (3) completion of
construction within 36 months after DRB approval; and
WHEREAS, the Project will not require any funding to be provided by the City, and does
not contemplate changing any of the terms of the existing Lease, except as provided in the Lease
Amendment; and
WHEREAS, in furtherance of the Federation's commitment that the City will not be
required to provide funding for the Project, the Federation has signed a reimbursement
agreement with the City, and has agreed to reimburse the City for its out-of-pocket costs and
expenses in connection with the due diligence and negotiation of the proposed Lease
Amendment, including parking rate consulting fees, outside counsel, surveys, and other reviews,
as may be reasonably required by the City; and
WHEREAS, at the March 26, 2021 Finance and Economic Resiliency Committee
("FERC") meeting, following a presentation by the Federation of the proposed Project and Lease
Amendment, the members of the Committee unanimously recommended that the Mayor and City
Commission approve a Lease Amendment consistent with the Terms Sheet; and
WHEREAS, at the April 21, 2021 City Commission meeting, the Mayor and City
Commission adopted Resolution No. 2021-31688, accepting the recommendation of the City's
Finance and Economic Resiliency Committee to approve the Term Sheet for the Lease
Amendment; and
WHEREAS, pursuant to Section 82-37 of the City Code, the Lease Amendment would
require two readings before the City Commission, with the second reading being a public hearing;
and
WHEREAS, at the June 23, 2021 City Commission Meeting, the Mayor and City
Commission approved the Lease Amendment on First Reading; and
WHEREAS, as the Federation holds the existing Lease for another 78-years and the
Federation is the only party in a position to develop the Project in a manner that is integrated with
the Holocaust Memorial, the Lease Amendment requires the waiver of the bidding and appraisal
requirement under Section 82-39 of the City Code, by a 5/7ths vote by the City Commission; and
WHEREAS, additionally, the Lease Amendment contemplates a waiver of the Art in Public
Places contribution requirement, pursuant to Section 82-587(C)(1) of the City Code, with a finding
that such waiver is in the best interest of the City; and
4
WHEREAS, the Planning Department's analysis, required pursuant to Section and 82-
38 of the City Code, is attached to the Memorandum accompanying this Resolution; and
WHEREAS, pursuant to Section 1.03(b)(3) of the City Charter, the Lease Amendment
shall require approval by sixty percent (60%) of the voters voting in a Citywide referendum; and
WHEREAS, for the reasons outlined in the Commission Memorandum accompanying this
Resolution, the Administration recommends approval of the Lease Amendment on second
reading.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, hereby approve, following second
reading/public hearing, pursuant to Section 82-37(A)(3) of the City Code, an Amendment to
the City's long-term lease (the "Amendment") with the Greater Miami Jewish Federation, Inc.,
a Florida not-for-profit corporation (the "Federation") for the Holocaust Memorial site located
at 1933-1945 Meridian Avenue (the "Memorial"), attached as an exhibit to the Commission
Memorandum Accompanying this Resolution, which Amendment: (1) extends the term of the
Existing Lease for an additional twenty-one (21) years; and (2) expands the Leased Premises
to include the adjacent municipal parking lot at 775 19th Street (the "Additional Premises"),
for the sole purpose of permitting the Federation, at its sole cost and expense, to develop,
construct, operate, and maintain a state of the art Holocaust Memorial community learning
center on the Additional Premises, for the presentation of exhibits, lectures and other
interactive programming that connects the Holocaust experience to contemporary civic life
and promotes tolerance, remembrance, and global human rights; and further, waiving, by
5/7th vote, the competitive bidding and appraisal requirement of Section 82-39 of the City
Code, finding that the public interest would be served by waiving such requirements; further,
waiving, by 5/7th vote, the Art in Public Places contribution requirement, pursuant to Section
82-587(C)(1) of the City Code, finding such waiver to be in the best interest of the City; and
further, providing that the Amendment shall be subject to the approval by a vote of at least
sixty percent of the City's voters voting in a City-wide referendum, in accordance with Section
1.03(B)(3) of the City Charter.
PASSED and ADOPTED this A day of 1'4 2021.
ATTEST: Dan Gelber, Mayor
Rafael EV
g , ity Clerk APPROVED AS TO
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MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Rafael Paz, Acting City Attorney
DATE: July 28, 2021
1:45 p.m. Second Reading Public Hearing
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING, FOLLOWING SECOND
READING/PUBLIC HEARING, PURSUANT TO SECTION 82-37(A)(2) OF
THE CITY CODE, AN AMENDMENT TO THE CITY'S LONG-TERM LEASE
(THE "AMENDMENT") WITH THE GREATER MIAMI JEWISH
FEDERATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION (THE
"FEDERATION") FOR THE HOLOCAUST MEMORIAL SITE LOCATED AT
1933-1945 MERIDIAN AVENUE (THE "MEMORIAL"), ATTACHED AS AN
EXHIBIT TO THE COMMISSION MEMORANDUM ACCOMPANYING THIS
RESOLUTION, WHICH AMENDMENT: (1) EXTENDS THE TERM OF THE
EXISTING LEASE FOR AN ADDITIONAL TWENTY-ONE (21) YEARS; AND
(2) EXPANDS THE LEASED PREMISES TO INCLUDE THE ADJACENT
MUNICIPAL PARKING LOT AT 775 19TH STREET (THE "ADDITIONAL
PREMISES"), FOR THE SOLE PURPOSE OF PERMITTING THE
FEDERATION, AT ITS SOLE COST AND EXPENSE, TO DEVELOP,
CONSTRUCT, OPERATE, AND MAINTAIN A STATE OF THE ART
HOLOCAUST MEMORIAL COMMUNITY LEARNING CENTER ON THE
ADDITIONAL PREMISES, FOR THE PRESENTATION OF EXHIBITS,
LECTURES AND OTHER INTERACTIVE PROGRAMMING THAT
CONNECTS THE HOLOCAUST EXPERIENCE TO CONTEMPORARY
CIVIC LIFE AND PROMOTES TOLERANCE, REMEMBRANCE AND
GLOBAL HUMAN RIGHTS; FURTHER, WAIVING, BY 5/7TH VOTE, THE
COMPETITIVE BIDDING AND APPRAISAL REQUIREMENT OF SECTION
82-39 OF THE CITY CODE, FINDING THAT THE PUBLIC INTEREST
WOULD BE SERVED BY WAIVING SUCH REQUIREMENTS; FURTHER,
WAIVING, BY 5/7TH VOTE, THE ART IN PUBLIC PLACES CONTRIBUTION
REQUIREMENT, PURSUANT TO SECTION 82-587(C)(1) OF THE CITY
CODE, FINDING THE WAIVER TO BE IN THE BEST INTEREST OF THE
CITY; FURTHER, PROVIDING THAT THE AMENDMENT SHALL BE
SUBJECT TO THE APPROVAL BYA VOTE OF AT LEAST SIXTY PERCENT
OF THE CITY'S VOTERS VOTING IN A CITY-WIDE REFERENDUM, IN
ACCORDANCE WITH SECTION 1.03(6)(3) OF THE CITY CHARTER.
ANALYSIS
See attached Commission Memorandum.
Page 1497 of 2012
SUPPORTING SURVEY DATA
N/A
Applicable Area
Citywide
Is this a "Residents Right Does this item utilize G.O.
to Know" item. pursuant to Bond Funds?
City Code Section 2-14?
Yes No
Legislative Tracking
Office of the City of Attorney
ATTACHMENTS:
Description
o Memo- Holocaust Memorial
❑ Reso- Holocaust Memorial 2nd Reading
❑ Exhibit A- Holocaust Memorial Amendment No. 2 to Lease
❑ Exhibit B -Additional Premises
o Exhibit C - Concept Plan
❑ Exhibit D - Planning Analysis
Page 1498 of 2012
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139,
www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manag:
DATE: July 28, 2021
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING, FOLLOWING
SECOND READING/PUBLIC HEARING, PURSUANT TO SECTION 82-
37(A)(2) OF THE CITY CODE, AN AMENDMENT TO THE CITY'S LONG-
TERM LEASE (THE "AMENDMENT") WITH THE GREATER MIAMI
JEWISH FEDERATION, INC., A FLORIDA NOT-FOR-PROFIT
CORPORATION (THE "FEDERATION") FOR THE HOLOCAUST
MEMORIAL SITE LOCATED AT 1933-1945 MERIDIAN AVENUE (THE
"MEMORIAL"), ATTACHED AS AN EXHIBIT TO THE COMMISSION
MEMORANDUM ACCOMPANYING THIS RESOLUTION, WHICH
AMENDMENT: (1) EXTENDS THE TERM OF THE EXISTING LEASE
FOR AN ADDITIONAL TWENTY-ONE (21) YEARS; AND (2) EXPANDS
THE LEASED PREMISES TO INCLUDE THE ADJACENT MUNICIPAL
PARKING LOT AT 775 19TH STREET (THE "ADDITIONAL
PREMISES"), FOR THE SOLE PURPOSE OF PERMITTING THE
FEDERATION, AT ITS SOLE COST AND EXPENSE, TO DEVELOP,
CONSTRUCT, OPERATE, AND MAINTAIN A STATE OF THE ART
HOLOCAUST MEMORIAL COMMUNITY LEARNING CENTER ON THE
ADDITIONAL PREMISES, FOR THE PRESENTATION OF EXHIBITS,
LECTURES AND OTHER INTERACTIVE PROGRAMMING THAT
CONNECTS THE HOLOCAUST EXPERIENCE TO CONTEMPORARY
CIVIC LIFE AND PROMOTES TOLERANCE, REMEMBRANCE AND
GLOBAL HUMAN RIGHTS; FURTHER, WAIVING, BY 5/7TH VOTE, THE
COMPETITIVE BIDDING AND APPRAISAL REQUIREMENT OF
SECTION 82-39 OF THE CITY CODE, FINDING THAT THE PUBLIC
INTEREST WOULD BE SERVED BY WAIVING SUCH REQUIREMENTS;
FURTHER, WAIVING, BY 5/7TH VOTE, THE ART IN PUBLIC PLACES
CONTRIBUTION REQUIREMENT, PURSUANT TO SECTION 82-
587(C)(1) OF THE CITY CODE, FINDING THE WAIVER TO BE IN THE
BEST INTEREST OF THE CITY; FURTHER, PROVIDING THAT THE
AMENDMENT SHALL BE SUBJECT TO THE APPROVAL BY A VOTE
OF AT LEAST SIXTY PERCENT OF THE CITY'S VOTERS VOTING IN A
CITY-WIDE REFERENDUM, IN ACCORDANCE WITH SECTION
1.03(B)(3) OF THE CITY CHARTER.
Page 1499 of 2012
BACKGROUND
The City is the owner of the property located at 1933-1945 Meridian Avenue, the current site of
the Holocaust Memorial ("Memorial").
On January 26, 2000, the City entered into a 99-year lease agreement with the Holocaust
Memorial Committee, Inc. (the "Lease"), to operate and maintain the Holocaust Memorial located
at 1933-1945 Meridian Avenue (the "Memorial"), which Lease was assigned to the Greater Miami
Jewish Federation, Inc. ("Federation") on January 16, 2008, pursuant to Resolution No. 2008-
26732. The Federation has successfully operated and maintained the Memorial since that time.
Importantly, the Federation's existing Lease for the Memorial expires in approximately 78 years,
on March 8, 2099.
The Memorial is dedicated to teaching and inspiring through Holocaust education, cultural
programs and initiatives, visitations to the Memorial, and outreach to the community. The goal of
the Memorial is to illuminate the dangers of antisemitism, racism, persecution and other hatreds
through the lens of the murder of 6 million Jews and others who perished during the Holocaust in
Europe from 1939-1945. The Memorial is a solemn gathering place for our community, a symbol
of strength that expresses the Holocaust through art and beauty. The Memorial serves as a
reminder for the future, encouraging visitors to learn about the Holocaust, remember and honor
its victims and survivors, and confront issues of genocide, anti-Semitism, and unchecked, divisive
movements grounded in hatred. There is no entrance fee to visit the Memorial, and all of its
programming for the community is free to the general public. The Memorial is open every day,
including holidays.
Over the years, the Memorial has conducted significant educational programming for students. A
visit to the Memorial for students centers on the experience of our community's Holocaust
survivors. After viewing the Memorial's Emmy award winning movie, students meet with a
Holocaust survivor to hear of their experience, what life was like before and during the war, and
how hatred of a particular group can grow into something extremely dangerous and
catastrophic. Over the years, the Memorial has served as a focal point for Holocaust-related
education efforts, serving thousands of schoolchildren, teachers, college students, and the City's
residents and visitors.
Prior to the COVID-19 pandemic, the Memorial concluded the year with over 100,000 visitors,
including more than 11,000 students from South Florida, primarily from Miami-Dade County. This
does not include the Memorial's robust social media, new initiatives for teachers, and materials
that are widely distributed throughout the U.S.
OVERVIEW OF THE PROPOSED HOLOCAUST PROJECT
Although the visitor experience at the Memorial is impactful, the Memorial lacks facilities that
would permit the presentation of changing exhibits, lectures and other programming and related
activities. As a result, many local and regional visitors to the Memorial rarely visit the Memorial
more than once.
At the State of the City address on February 24, 2020, Mayor Gelber announced that he intended
to sponsor a proposed transaction for a modest expansion of the Memorial, which would include
the footprint for the adjacent parking lot at 775 19'n Street, currently used as a surface parking lot
with only 22 parking spaces (5 of which are already designated for the Memorial).
Page 1500 of 2012
The Federation has proposed an expansion of the existing Memorial site, and a corresponding
modest extension of the existing Lease, to allow the Federation to expand the Memorial and
develop a community center to activate the Holocaust Memorial through interactive experiences.
The Federation has proposed that the current Lease for the Memorial be amended to include a
portion of the City owned surface parking lot, adjacent to the Memorial, located at 775 19th Street,
Miami Beach, equal to approximately 12,000 square feet ("Additional Premises").
The proposed transaction would be structured as an amendment to the existing Lease(the "Lease
Amendment"), which would extend the term of the existing Lease for an additional 21 years, for a
total term of 99 years from the effective date of the Lease Amendment, and include the Additional
Premises as part of the Lease, for the sole purpose of providing the Federation with the ability to
design, construct, operate and maintain a community center at the Memorial, at the Federation's
sole cost and expense, as further described below.
The proposed community center would consist of approximately 7,000 square feet for learning
and education space, exhibition space (both temporary and permanent), performance space and
outdoor landscaped areas (collectively, the 'Project"). The Project is intended to activate the
Memorial through interactive and other programming to reach broader audiences by educating
students and the public about tolerance, human rights and the need for global understanding and
community.
The proposed transaction does not contemplate any amendments to the City's Comprehensive
Plan or Land Development Regulations pertaining to height, floor area, or allowable uses. In
addition, the Project will not require any funding to be provided by the City, and does not
contemplate changing any of the terms of the existing Lease.
On March 26, 2021, following a presentation by the Federation for the proposed Memorial
expansion and Lease Amendment, the Finance and Economic Resiliency Committee,
unanimously recommended that the City Commission approve a Lease Amendment consistent
with the Terms Sheet. At the April 21, 2021 City Commission meeting, the Mayor and City
Commission adopted Resolution # 2021-31688, accepting the recommendation of the City's
Finance and Economic Resiliency Committee to approve the Term Sheet for the Lease
Amendment.
THE LEASE AMENDMENT AND DEVELOPMENT OF THE PROJECT
The Lease Amendment. The Lease Amendment is attached hereto as Exhibit "A". As
consideration to the City for the Lease Amendment, the Federation shall develop, construct,
operate, and maintain the Project, at its sole cost and expense, with no City funding whatsoever
for the Project. In addition, the City and the Federation do not intend to modify the terms of the
existing Lease, except as may be necessary to accommodate the Project. As the lessee under
the Lease Amendment, the Federation would be responsible for the development, design and
construction of the entire Project, at the Federation's sole cost and expense. Subject to and
contingent upon voter referendum approval, the Lease Amendment:
• Extends the term of the existing Lease for an additional 21 years (for a total term
of 99 years from the effective date of the Lease Amendment);
• Includes the Additional Premises as part of the Lease, more particularly described
in the attached Exhibit "B";
Page 1501 of 2012
• Provides for the development of the Project at the Federation's sole cost and
expense (with the development related terms set forth more fully below);
• Restricts the use of the Additional Premises as a community center providing
educational and cultural exhibits, events and programming compatible with and
complementing the Memorial, as well as ancillary uses consisting of a gift pavilion
for the sale of commemorative pictures and similar personal items, and a cafe
serving light fare and not to exceed 1,000 square feet;
• Requires that the Federation accept the Additional Premises in its as-is condition,
including with respect to environmental conditions;
• Ensures the City will have the right to continue to use the Additional Premises as
a surface parking lot until commencement of construction;
• indemnifies the City for losses in connection with the Project; and
• Includes termination rights for each party, the Federation having the right to
terminate the Lease Amendment for convenience prior to issuance of the building
permit for the Project, and the City having the right to terminate the Lease
Amendment as a result of any default by the Federation, including failure to satisfy
the conditions precedent to commencement of construction and/or achieve the
outside dates for commencement of construction and completion of construction.
Development of the Project. The Federation shall be solely responsible for developing,
constructing, operating and maintaining the Project. The Federation's obligations with respect to
development and construction of the Project, and the City Commission's approval of the Concept
Plan and design for the Project are also expressly set forth in the Lease Amendment. The
Concept Plan is attached to this Memorandum as Exhibit "C". The Federation has selected
Arquitectonica as the architect to design the Project.
The Federation's possession of the Additional Premises and commencement of construction will
be subject to the satisfaction of certain conditions, including: (1) approval by the City's Design
Review Board ("DRB"); (2) delivery of acceptable payment and performance bonds naming the
City as a co-obligee; (3) delivery of a budget for the costs of construction; (4) City's approval of
the general contractor/design builder for the Project; (5) delivery of the general construction
contract with the approved general contractor/design builder; and (6) the City's receipt of
satisfactory evidence that the Federation has sufficient funds to build the Project.
The Federation has agreed to establish certain Project milestones, including target dates for DRB
Approval, commencement of construction and completion of construction and outside dates for
commencement of construction and completion of construction.
Following any termination for default by the City after commencement of construction, the
Federation will restore the Additional Premises to the condition existing prior to execution of the
Lease Amendment so that the Additional Premises may be fully utilized by the City as a surface
parking lot and the Federation shall reimburse the City for any losses it may suffer as a result of
the Federation's failure to complete construction.
Page 1502 of 2012
Project Milestones
Target Date for DRB Approval: 24 months after the Effective Date (plus 1
11 month to exhaust all appeals)
}
Target Date for issuance of final building 21 months after DRB Approval
permit:
Target date for completion of construction 36 months after DRB Approval
and issuance of TCO:
� I
Outside date for commencement of 24 months after DRB Approval
construction: _
Outside date for completion of 36 months after commencement of
construction and issuance of the construction
Certificate of Occupancy:
Reimbursement of City Expenses. In furtherance of the Federation's commitment that the City will
not be required to provide funding for the Project, the Federation has signed a reimbursement
agreement with the City, and has agreed to reimburse the City for its out of pocket costs and
expenses in connection with the due diligence and negotiation of the proposed Lease
Amendment, including parking bond consulting fees, outside counsel, surveys, and other reviews,
as may be reasonably required by the City.
APPROVALS REQUIRED FOR THE PROJECT
City Commission Approval. Pursuant to Section 82-37 of the City Code, the Lease Amendment
will require two readings before the City Commission, with the second reading being a public
hearing. At the City Commission Meeting on June 23, 2021, the Mayor and City Commission
approved the Lease Amendment on First Reading.
The Lease Amendment will require the waiver of competitive bidding and the appraisal
requirement under Section 82-39 of the City Code, by a 5/7ths vote of the City Commission.
Additionally, the Project will require a waiver, by 5/7th vote of the Mayor and City Commission, of
the Art in Public Places Contribution requirement pursuant to 82-587(C)(1) of the City Code.
The Administration strongly recommends the foregoing waivers, as the Federation holds the
existing Lease for the next 78-years and is the only party who could develop the Project in a
manner which could be integrated with the Memorial itself. In addition, such waivers would be
consistent with prior waivers the City has granted to not-for-profit entities in other leases or
management agreements, as the purpose of the proposed transaction is to promote charitable
and educational interests, for the benefit of the general public.
Voter Referendum Requirement. Pursuant to Section 1.03(b)(3) of the City Charter, which
requires voter referendum approval for the sale or lease of ten years or more of certain City-
owned property located in the Civic and Convention Center District (the "CCC District'), including,
specifically, all City-owned surface parking lots located in the CCC District, the Lease
Amendment will require approval by sixty (60%) of the voters voting in a Citywide
referendum.
Page 1503 of 2012
PLANNING ANALYSIS
The Planning Department's analysis, as required pursuant to Section and 82-38 of the City Code,
is attached hereto as Exhibit "D".
CONCLUSION
The Administration recommends that the Mayor and City Commission waive, by 5/7' vote, the
formal competitive bidding requirement and appraisal requirement of Section 82-39 of the City
Code and the Art in Public Places contribution requirement of 82-587(C)(1) of the City Code,
finding the public interest would be served and that such waivers would be in the best interest of
the City; and approve, on Second Reading, the Lease Amendment, which shall be subject to and
contingent upon the approval by a vote of at /east sixty percent of the City's voters voting in a
City-wide referendum, pursuant to Section 1.03(b)(3).
Attachments
Exhibit A - Lease Amendment
Exhibit B - Additional Premises
Exhibit C - Concept Plan
Exhibit D - Planning Analysis
Page 1504 of 2012
Page 1510 of 2012
EXHIBIT A
AMENDMENT NO. 2
TO THAT CERTAIN LEASE AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA AND
THE GREATER MIAMI JEWISH FEDERATION
This AMENDMENT NO. 2 TO LEASE AGREEMENT (this "Amendment") is made
effective as of the day of , 2021, by and between the CITY OF
MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida (the "City" and/or
"Lessor"), and THE GREATER MIAMI JEWISH FEDERATION, INC., a Florida Non-Profit
Corporation (the "Lessee").
WITNESSETH
WHEREAS, on January 26, 2000, the Mayor and Commission adopted Resolution No.
2000-23776, approving a Lease Agreement between the City and the Holocaust Memorial
Committee, Inc. ("Original Lessee") to operate and maintain the Holocaust Memorial (the
"Memorial"), located at the Southeast Corner of Meridian Avenue and Dade Boulevard, in Miami
Beach, Florida, for a term of ninety-nine (99) years, expiring on March 7, 2099 (the "Original
Lease"); and
WHEREAS, on January 16, 2008, pursuant to Resolution No. 2008-26732, the Mayor and
City Commission approved an assignment of the Original Lease from Original Lessee to The
Greater Miami Jewish Federation, Inc., a Florida Non-Profit Corporation (the "Assignment"); and
WHEREAS, on July 20, 2010, the City and Lessee entered into that certain Amendment
No. 1 ("Amendment No. 1" and together with the Assignment and the Original Lease, collectively,
the "Lease") granting Lessee the use of five (5) free dedicated parking spaces as further
described therein (the "Dedicated Spaces"); and
WHEREAS, the City and Lessee desire to amend the Lease to expand the premises
leased thereunder to include a portion of the surface parking lot located at 775 19'h Street, Miami
Beach, Florida consisting approximately twelve thousand (12,000) square feet as further
described herein and on Exhibit A-1 attached hereto, which is adjacent and contiguous to the
Memorial, for purposes of developing, constructing, operating and maintaining the Project (as
defined herein) and to extend the term of the Lease for an additional period of twenty-one (21)
years; and
WHEREAS, the City, after having fully considered this Amendment at two duly noticed
public meetings, in compliance with Chapter 82 of the City Code of Ordinances (the "City Code"),
and having further determined that it is in the City's best interest to address the issues covered
by this Amendment in a comprehensive manner, in compliance with all applicable laws,
ordinances, plans, rules and regulations of the City, the City has agreed to enter into this
Amendment with Lessee, subject to the terms and conditions herein; and
WHEREAS, on July 28, 2021, pursuant to Resolution No. 2021-31309, the Mayor and City
Commission approved the execution of this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
conditions contained in this Amendment, and other good and valuable consideration, the receipt
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and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to
be legally bound, agree as follows:
1. Recitals; Capitalized Terms. The above recitals are true and correct and are
incorporated herein as if set forth in full. Capitalized terms used and not defined herein have the
same meaning given to such terms in the Lease, unless otherwise specifically indicated or unless
the context clearly indicates to the contrary.
2. Voter Referendum. The parties acknowledge and agree that, pursuant to Section
1.03(b)(3) of the City Code, this Amendment and the rights and obligations herein are subject to
and contingent upon the approval of this Lease by vote of sixty percent(60%) of the voters voting
thereon in a City-wide referendum on November 2, 2021 (the "2021 Referendum") or such later
date in 2022 as further described in this Section (each, a "2022 Referendum" and together with
the 2021 Referendum, each, a "Referendum"). In the event that the 2021 Referendum is not
successful, or if the ballot question is removed or election results are invalidated by a court of
competent jurisdiction, then Lessee may, within 90 days after the date on which it is determined
that the 2021 Referendum was not successful, request that the City Commission consider
adopting a resolution calling for a special election for approval of this Amendment in a 2022
Referendum. If(a) the City Commission declines to adopt a resolution calling for approval of this
Amendment in a 2022 Referendum or (b) within such 90 day period, Lessee either fails to so
notify the City or notifies the City that it wishes to terminate this Amendment, then in any such
event, this Amendment shall be deemed null and void and the parties shall have no obligations
or liabilities of any kind or nature whatsoever hereunder except as set forth below. In the event
that, following Lessee's request, the City Commission adopts a resolution calling for a 2022
Referendum and the 2022 Referendum is not successful, or if the ballot question is removed or
election results are invalidated by a court of competent jurisdiction, in each case following the last
date on which a 2022 Referendum occurred, this Amendment shall be deemed null and void and
the parties shall have no obligations or liabilities of any kind or nature whatsoever hereunder.
3. Effective Date. If a Referendum is successful and all requirements of the City
Code and applicable law are satisfied, this Amendment shall be effective upon the City
Commission's adoption of a resolution accepting the certification of the official results of the
applicable election with respect to the applicable Referendum (the "Effective Date").
4. Definitions; Interpretation.
(a) All capitalized terms used in this Amendment shall have the definitions set forth in
this Section 4(a).
"2021 Referendum" has the meaning set forth in Section 2.
"2022 Referendum" has the meaning set forth in Section 2.
"Additional Premises" has the meaning set forth in Section 5.
"Amendment" has the meaning set forth in the Preamble.
"Approval," "Approve" or"Approved" means the written approval or consent of a Party,
which unless otherwise specified herein by reference to "sole discretion" or words of
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similar effect, shall be commercially reasonable and made in good faith and with due
diligence.
"Approved D&D Plans" has the meaning set forth in 9(c)(i).
"Approved Plans" has the meaning set forth in Section 9(c)(iii).
"Architect" means Arquitectonica International Corporation, a Florida corporation.
"Assignment" has the meaning set forth in the Recitals.
"Budgeted Improvement Costs" means the estimated costs, fees and expenses incurred
or to be incurred in connection with the design, permitting, development and construction
of the Project, as of the estimated date of Commencement of Construction through the
date of Completion of Construction.
"Building Permit" means the building permit issued by the Building Department of the
City of Miami Beach in its governmental and regulatory capacity permitting construction of
the Project in accordance with applicable Governmental Requirements.
"Certificate of Occupancy" means a certificate of occupancy or certificate of completion,
as applicable, for the Project and shall include any such certificate designated as
"temporary" in nature, provided such temporary Certificate of Occupancy permits
beneficial use and occupancy of the Additional Premises for their intended and permitted
uses.
"City" means the City of Miami Beach, a Florida municipal corporation, having its principal
offices at 1700 Convention Center Drive, Miami Beach, Florida 33139. In all respects
hereunder, City's obligations and performance is pursuant to City's position as the owner
of the Additional Premises acting in its proprietary capacity. In the event City exercises
its regulatory authority as a governmental body, the exercise of such regulatory authority
and the enforcement of any rules, regulations, laws and ordinances (including through the
exercise of the City's building, fire, code enforcement, police department or otherwise)
shall be deemed to have occurred pursuant to City's regulatory authority as a
governmental body and shall not be attributable in any manner to City as a party to this
Amendment or in any way be deemed in conflict with, or a default under, the City's
obligations hereunder.
"City Commission" shall mean the governing and legislative body of the City.
"City Delays" means the number of days in which the City performs any obligation under
Section 9(c) in excess of the number of days set forth for such performance therein.
"City's Representative" has the meaning set forth in Section 9(I)(ii).
"Claims" means all claims, demands, actions, suits, causes of actions, proceedings,
charges, complaints, orders, liabilities, actual damages, losses, fees, reasonable, out-of-
pocket costs and expenses of every kind and nature (including any reasonable attorneys'
fees and costs of litigation).
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"Commencement of Construction" or "Commence Construction" or words of similar
import means commencement of any work for construction of the Project, other than
preliminary site work, such as demolition, in accordance with the Approved Plans and
pursuant to the Building Permit.
"Completion of Construction" or "Complete Construction" or words of similar import
means the date on which Lessee has completed the Project substantially in accordance
with the requirements of the Approved Plans for the Project and this Amendment and all
conditions of permits and regulatory agencies to obtain a Certificate of Occupancy have
been satisfied and all applicable governmental authorities have issued a Certificate of
Occupancy.
"Commencement of Construction Conditions" has the meaning set forth in Section 9(i).
"Concept Plan" has the meaning set forth in Section 9(b).
"D&D Plans" has the meaning set forth in Section 9(b).
"Dedicated Spaces" has the meaning set forth in the Recitals.
"DRB" means the City's Design Review Board.
"DRB Approval" means the final, non-appealable approval of DRB of the Approved D&D
Plans.
"Effective Date" has the meaning set forth in Section 3.
"General Construction Contract" means the construction contract between Lessee and
the General Contractor for the construction of the Project in accordance with the Approved
Plans for the Project, within the contract time specified therein for completion of the Work,
for a guaranteed maximum price that as of the date of Commencement of Construction
will not exceed the sum allocated for construction of the Work as reflected in the Budgeted
Improvement Costs, and that includes provisions requiring a Performance Bond and
Payment Bond and all other terms or conditions required under this Amendment.
"General Contractor" means the duly licensed general contractor or design builder
engaged by Lessee for the construction of the Project and completion of the Work in
accordance herewith.
"Governmental Approvals" means all permits, approvals, certificates of occupancy,
notifications, certifications, registrations, authorizations and other rights and privileges that
are required by any Governmental Authority. Notwithstanding anything to the contrary in
this Amendment, Lessee retains its rights in accordance with applicable Governmental
Requirements to challenge or appeal any denial of Governmental Approvals.
"Governmental Authority" means any federal, state, county, municipal or other
governmental department, entity, authority, commission, board, bureau, court, agency, or
any instrumentality of any of them, with jurisdiction over the Additional Premises, the
Project, or the Work.
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"Governmental Requirements" means any law, enactment, statute, code, order,
ordinance, rule, regulation, judgment, decree, writ, injunction, franchise, permit, certificate,
license, or other similar requirement of any Governmental Authority, now existing or
hereafter enacted, adopted, promulgated, entered, or issued, affecting the Additional
Premises or the construction and operation of the Project.
"Lawsuit" means any lawsuit, action, proceeding, appeal or petition for writ of certiorari
challenging the validity, legal propriety, issuance or execution, as applicable, of this
Amendment or any Governmental Approvals of the Project or any such challenge relating
to any approval required under the City Code and/or City Charter.
"Lease" has the meaning set forth in the Recitals.
"Lessee" has the meaning set forth in the Preamble.
"Lessor" has the meaning set forth in the Preamble.
"Memorial" has the meaning set forth in the Recitals.
"Original Lease" has the meaning set forth in the Recitals.
"Original Lessee" has the meaning set forth in the Recitals.
"Outside Commencement of Construction Date" means the deadline for issuance of
the final building permit for the Project and Commencement of Construction of the Project,
which shall be no later than twenty-four (24) months after DRB Approval.
"Outside Completion of Construction Date" means the deadline for Completion of
Construction of the Project and issuance of the Certificate of Occupancy, which shall be
no later than thirty-six (36) months after Commencement of Construction.
"Outside Dates" means any or all of the Outside Commencement of Construction Date
and Outside Completion of Construction Date, as the context may require.
"Parties" means City and Lessee, and "Party" is a reference to either City or Lessee, as
the context may indicate or require.
"Performance Bond and Payment Bond" means a performance bond and a payment
bond with regard to the General Construction Contract in the full amount of the guaranteed
maximum price thereof, with a good and sufficient surety, in compliance with all applicable
Governmental Requirements, in compliance with Florida Statutes Section 713.23 and
otherwise in form and content Approved by the City Manager, or such other security as is
reasonably acceptable to the City Manager, after consultation with the City Attorney. Any
Approval by the City Manager is for the City's own benefit in its proprietary capacity as the
owner of the Additional Premises and shall not be construed as being, or relied upon as a
determination that such bond complies with Florida Statutes Section 713.23.
"Permit Plans" has the meaning set forth in Section 9(d)(i).
5
"Plans and Specifications" means the plans and specifications for the design,
development and construction of the Project at the final design completion stage, which
shall include fully detailed drawings showing the location, character, dimensions and
details of the Work to be done, and specifications relating to the Project, comprising all of
the written directions, provisions and requirements for the Project and describing the Work
required to be performed, including detailed technical requirements as to labor, materials,
supplies, equipment and standards to which such Work is to be performed, prepared by
the Architect and consistent with the Approved Plans.
"Project" has the meaning set forth in Section 9(a).
"Project Improvements" means any and all permanent buildings, improvements,
structures, machinery, equipment and fixtures, which are to be erected or located on the
Additional Premises, and as further described in Section 9(a).
"Referendum" has the meaning set forth in Section 2.
"Section," "Subsection," "Paragraph," "Subparagraph," "Clause," or "Subclause"
followed by a number or letter means the section, subsection, paragraph, subparagraph,
clause or subclause of this Amendment so designated.
"Target Building Permit Date" means the date targeted for issuance of the Building
Permit, which is twenty-one (21) months after DRB Approval, as such Target Building
Permit Date shall be reasonably extended for (a) Unavoidable Delay, (b) City Delays
and/or (c) during the pendency of any Lawsuit in accordance with this Amendment.
"Target Commencement of Construction Date" means the date targeted for
Commencement of Construction, which is twenty-four (24) months after DRB Approval,
as such Target Commencement of Construction Date shall be reasonably extended for
(a) Unavoidable Delay, (b) City Delays and/or (c) during the pendency of any Lawsuit in
accordance with this Amendment.
"Target Completion of Construction Date" means the date targeted for Completion of
Construction, which is thirty-six (36) months after DRB Approval, as such Target
Completion of Construction Date shall be reasonably extended for(a) Unavoidable Delay,
(b) City Delays and/or (c) during the pendency of any Lawsuit in accordance with this
Amendment.
"Target DBR Approval Date" means the date targeted for DRB Approval,which is twenty-
four (24) months after the Effective Date (plus one month to exhaust all appeals), as such
Target DRB Approval Date shall be reasonably extended for (a) Unavoidable Delay, (b)
City Delays and/or (c) during the pendency of any Lawsuit in accordance with this
Amendment.
"Target Dates" means any or all of the Target Building Permit Date, Target
Commencement of Construction Date, Target Completion of Construction Date and
Target DRB Approval Date, as the context may require.
"Unavoidable Delay" means a delay that (a) if occurring after Commencement of
Construction, directly impacts the progress of the Work, (b) is beyond the reasonable
6
control of such Party incurring the delay, and (c) is not due to a negligent or intentional
act, error or omission of such Party; provided that the Party claiming such Unavoidable
Delay shall deliver written notice to the other Party of such Unavoidable Delay within 14
days after first becoming aware of the commencement of such Unavoidable Delay, which
notice shall describe in reasonable detail the events giving rise to the Unavoidable Delay.
Time is of the essence with respect to Unavoidable Delays and any failure by a Party to
timely deliver such notice of an Unavoidable Delay shall be deemed a waiver of such
Party's right to delay performance as a result of such Unavoidable Delay. Subject to the
foregoing criteria, "Unavoidable Delay" includes any Force Majeure Event which prevents
or actually delays performance. "Unavoidable Delay" shall not include technological
impossibility, failure of equipment supplied by Lessee or General Contractor, receipt of
and incorporation of defective materials into the Work, shortage of funds, failure of
suppliers to deliver equipment and materials except where such failure is itself the result
of an Unavoidable Delay, or failure of Lessee or General Contractor to secure the required
permits for prosecution of the Work. If two or more separate events of Unavoidable Delay
are concurrent with each other, Lessee shall only be entitled to an extension of time for
each day of such concurrent critical path delay, and Lessee shall not be entitled to double
recovery thereon. For illustration purposes only, if two events of Unavoidable Delay are
concurrent for two days, Lessee shall only receive an extension of time, if at all, of a total
of two days, and not four days. In no event shall (i) any Party's financial condition
constitute an "Unavoidable Delay"with respect to such Party, (ii) nor shall any delay arising
from a Party's default under this Amendment, the General Construction Contract or any
other construction agreements, constitute an "Unavoidable Delay" with respect to such
Party's obligations hereunder.
"Work" means the design, permitting, development and construction of the Project in
accordance with the Approved Plans, including all design, architectural, engineering and
other professional services, demolition and construction services, supervision,
administration and coordination services and the provision of all drawings, specifications,
labor, materials, equipment, supplies, tools, machinery, utilities, fabrication,
transportation, storage, insurance, bonds, permits and conditions thereof, zoning
approvals, changes required to comply with building codes and Governmental Approvals,
licenses, tests, inspections, surveys, studies, and other items, work and services that are
necessary or appropriate for the demolition of existing structures and other preparatory or
remediation work on the Additional Premises, as applicable; utility relocations,
installations, hook-ups or other infrastructure as may be required in connection with the
Project and to obtain the Certificate of Occupancy; total design, construction, installation,
and functioning of the Project to the extent necessary to obtain the Certificate of
Occupancy, and together with all additional, collateral and incidental items, work and
services required for Completion of Construction.
(b) Interpretation. The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Amendment shall refer to this Amendment as a whole and not to any
particular provision of this Amendment. References herein to Sections, subsections, Schedules,
Exhibits and the like are to Sections and subsections of, or Schedules or Exhibits attached to,
this Amendment unless otherwise expressly provided. The words "include," "includes" and
"including" and words of similar import when used in this Amendment shall be deemed to be
followed by the phrase "without limitation." References herein to "days" shall mean calendar
days unless otherwise expressly provided. Unless the context in which used herein otherwise
7
clearly requires, "or" has the inclusive meaning represented by the phrase "and/or." Defined
terms include in the singular number, the plural, and in the plural number, the singular.
5. Additional Premises. The City hereby leases to Lessee, and Lessee hereby
leases from the City, for the purposes and upon the terms and conditions set forth in this
Amendment and in the Lease, that certain real property located in the City of Miami Beach and
legally described on Exhibit A-1 attached hereto (the "Additional Premises"). From and after
the Effective Date, for all purposes of the Lease and this Amendment, the Additional Premises
are and shall be part of the Demised Premises, the Premises and/or the Property, as each such
term is defined in the Lease and shall be subject to all terms of the Lease, except to the extent
expressly modified pursuant to this Amendment.
6. Consideration to the City. As consideration for this Amendment and the lease
of the Additional Premises to Lessee, Lessee shall be solely responsible for developing,
constructing, operating and maintaining the Project and the Additional Premises.
7. Use. Following Completion of Construction of the Project in accordance herewith,
the Additional Premises shall be used by Lessee solely and exclusively as an educational center
to provide educational and cultural exhibits, events and programming compatible with and
complementing the Memorial, including expanding the education of the public on issues of
fundamental human rights and tolerance. The permitted ancillary uses shall be limited to a gift
pavilion for the sale of commemoratives, pictures and other like items of personal property and a
cafe/concession not to exceed one thousand (1,000) square feet serving light fare. Except as set
forth in this Section 7, no other uses or purposes of the Additional Premises shall be permitted.
8. Extension of Term. The term of the Lease shall be extended for an additional
period of approximately twenty-one (21) years, expiring on March 7, 2120.
9. Development of the Project.
(a) Description of the Project. The project shall be a community learning center
consisting of approximately 7,000 square feet of enclosed, "under air" space for learning and
educational space, exhibition space (both temporary and permanent), performance space and
outdoor areas all located primarily within the Additional Premises (collectively, the "Project") for
the uses described in Section 7 above.
(b) Approved Concept Plan. An approved concept plan for the Project is attached
hereto as Exhibit B (the "Concept Plan"). The Concept Plan shall not be modified or amended
without the prior written consent of the City which may be granted or withheld in the City's sole
discretion. Promptly following the Effective Date, Lessee shall cause the Architect to prepare
detailed design development plans (the "D&D Plans") for the Project in accordance with the
Concept Plan and submit the same to the City Manager for Approval.
(c) Design Development Plans. The D&D Plans shall consist of a detailed site plan,
elevations, floor plans and landscape plan, all with site specific data required for review by the
DRB.
(i) Lessee shall submit the D&D Plans to the City Manager for its Approval.
The City Manager shall notify Lessee in writing within 30 days after receipt thereof of any
comments to the D&D Plans, including, to the extent inconsistent with the Concept Plan,
8
a detailed description of any inconsistencies. Lessee, at Lessee's sole cost and expense,
shall within 30 days after receipt of such written notice from the City, cause the Architect
to revise the proposed D&D Plans to be consistent with the Concept Plan and otherwise
to reflect the City Manager's comments, and resubmit same to the City Manager pursuant
to the foregoing process until such D&D Plans are Approved by the City Manager (the
"Approved D&D Plans").
(ii) The City's approval of the Approved D&D Plans is for the City's benefit in
its proprietary capacity as the owner of the Additional Premises and shall not be construed
as being, or relied upon as a determination that such plans and specifications comply with
any other Governmental Requirements providing for review and approval of such plans
and specifications by any Governmental Authority (in its regulatory or governmental
capacity as opposed to its proprietary capacity).
(iii) Promptly following the City Manager's Approval of the Approved D&D
Plans, Lessee shall submit same to the DRB and diligently pursue DRB Approval. In the
event that the DRB requires material revisions to the Approved D&D Plans as a condition
to the Approval, Lessee shall submit same to the City Manager, for review and Approval,
which shall not be unreasonably withheld provided that such changes are consistent with
the Concept Plan, as determined by the City Manager in its sole and reasonable discretion.
The DRB Approved D&D Plans, as Approved by the City in accordance with this clause
(iii), are referred to as the "Approved Plans."
(iv) Any proposed changes to the Approved D&D Plans and/or Approved Plans
that are not consistent with the Concept Plan shall be subject to the City Commission's
review and approval in its sole and absolute discretion.
(v) Modifications to the Approved D&D Plans and/or Approved Plans shall be
indicated by "ballooning," "highlighting," blacklining or describing such modifications in
writing in reasonable detail in an accompanying memorandum. The City shall not be
responsible for, and shall not be deemed to have approved, any modifications to the
Approved D&D Plans or Approved Plans that are not indicated as required by this Section
9(c)(v).
(d) Permit Plans and Specifications.
(i) Promptly following DRB Approval of the Approved Plans, Lessee will
prepare permit plans and specifications consistent with the Approved Plans and the
Concept Plan (the "Permit Plans"), and initiate and diligently pursue in good faith the
required Building Permit for the Project. Lessee shall be solely responsible for obtaining
the Building Permit and all related development permits for the Project. Lessee shall
cause the Permit Plans to comply with City Code, the Florida Building Code and all other
applicable Governmental Requirements. No extension of any time period herein, if any,
shall be deemed to be an extension of any time periods contained within the Building
Permit. Lessee shall be solely responsible for obtaining the Building Permit and to the
extent any such approvals result in any proposed changes to the Approved Plans, such
changes shall be submitted to the City Manager for its review and approval, which shall
not be unreasonable withheld so long as such changes are consistent with the Concept
Plan as determined by the City in its sole and reasonable discretion.
9
(e) Offsite Improvements. The Project is intended to include certain off-site
improvements to the dedicated right-of-way (19th Street), which improvements may include
modification to the existing median to allow for parallel parking along the street and which
improvements are intended to replace as many of the surface parking spaces previously existing
on the Additional Premises as reasonably practicable. These improvements are shown on the
Concept Plan and will be shown in the D&D Plans, and are subject to approval and permitting by
the City's Parking and Public Works Departments, as well as the approval by the City Manager in
the City Manager's sole and absolute discretion. The Lessee shall have the sole obligation and
responsibility for obtaining said approvals and permits and shall construct all off-site
improvements in accordance therewith. For the avoidance of doubt, the parallel parking
constructed by Lessee shall not be exclusive to the Memorial; however, the Lessee may apply to
the City's Parking Department for posting of restricted hours and drop-off activities.
(f) Lessee's Project Obligations and Payment of Costs. Lessee, at its sole cost and
expense, shall:
(i) Design, permit, construct and complete, in a good and workmanlike
manner, the Project in accordance with and subject to all of the terms and provisions of
this Amendment, and pay all costs and expenses in connection therewith, including
demolition of any existing improvements on the Additional Premises, including asphalt
paving, construction bonding and insurance, the cost of Lessee's consultants,
accountants, financing charges, legal fees, furnishings, equipment, and other personal
property of the Lessee and all other Lessee direct or indirect costs associated with the
approvals, design and construction of the Project Improvements, and the subsequent use
and maintenance of the Project and the Additional Premises;
(ii) Be exclusively responsible for all matters relating to and required for
underground utility lines and facilities, including locating, grounding, installing, relocating
and removing within the Additional Premises, as applicable: all necessary connections
between the Project Improvements, and the water, sanitary and storm drain mains and
mechanical and electrical conduits whether or not owned by the City; new facilities for
sewer, water, electrical, and other utilities as needed to service the Project; and install or
cause to be installed inside the property line of the Additional Premises, any and all
necessary utility lines, with adequate capacity and the sizing of utility lines for the Project,
as contemplated on the Permit Plans and all in compliance with all Governmental
Approvals and Governmental Requirements; provided that Lessee shall not remove,
disturb, or relocate any existing utilities on the Additional Premises, except as shown on
the Permit Plans;
(iii) Secure all Governmental Approvals for the Work and pay any and all fees
and charges due to and collected by the City or any other Governmental Authority
connected with issuing such Governmental Approvals, if any;
(iv) Obtain a certificate of the LEED Status in accordance with Section 133-6
of the City Code and provide reasonable evidence of such certification to City within a
reasonable period following the Outside Completion of Construction Date; and
(v) Following Completion of Construction, maintain, use, repair and
reconstruct, as applicable, the Project and the Additional Premises in accordance with and
subject to all of the terms and provisions of the Lease and this Amendment.
10
Lessee acknowledges that the City shall have no maintenance responsibility for any of the
Additional Premises, the Project, the utilities and infrastructure to be constructed by Lessee, and
the City shall have no responsibility for paying the cost of, or otherwise reimbursing Lessee for,
relocation, removal, or payment of charges to utility companies for, any utility lines or facilities
lying on, under, or around the Additional Premises. City shall provide reasonable cooperation
and assistance to Lessee, at Lessee's cost, in the resolution of issues associated with existing
underground utilities.
(g) Financing Matters. Lessee shall not enter into or incur any financing in connection
with the Project. The City is not and shall not be required to provide any funding or financing for
the Project, including any tax credits or subsidies.
(h) Pre-Commencement of Construction Obligations.
(i) Prior to Commencement of Construction, Lessee shall deliver to the City(i)
a Performance Bond and Payment Bond, with all premiums paid, in favor of Lessee with
an obligee rider in favor of the City and (ii) a demolition bond or other form of financial
instrument reasonably acceptable to City to assure the availability of funds for demolition
or removal of any uncompleted facility in the event Lessee, after receipt of a written
demand from City after a termination of this Amendment in accordance herewith, fails to
demolish and remove any uncompleted Project Improvements following Lessee's failure
to substantially complete the Project as required herein.
(ii) Lessee's selection of the General Contractor for the Project shall be subject
to the prior written Approval of the City Manager, after consultation with the City Attorney,
as to the qualifications and responsibility of such proposed General Contractor to perform
the contract, based on such General Contractor's licensure, bonding capacity, financial
capacity, history of compliance with laws, and satisfactory past performance on similar
projects. Provided that the General Contractor proposed by Lessee does not have a
significant history of material non-compliance with the law, City agrees to Approve the
General Contractor proposed by Lessee that satisfies each of the following:
(A) Has a State of Florida Building and Business License;
(B) Has completed at least two projects of similar size and
scope to the project within the last five (5) years; and
(C) as total bonding capacity in excess of$25,000,000.00;
(i) Conditions Precedent to Commencement of Construction. Lessee's possession
of the Additional Premises and Commencement of Construction, shall be subject to satisfaction
of the following conditions precedent (the "Commencement of Construction Conditions"):
(i) Lessee shall have delivered the Performance Bond and Payment Bond in
accordance with Section 9(h)(i).
(ii) Lessee shall have delivered to the City, and received the City Manager's
approval of, the Approved Plans in accordance with Section 9(c).
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(iii) Lessee shall have entered into, and delivered to the City a duly executed
copy of, the General Construction Contract (and all then existing change orders thereto)
with a General Contractor Approved by the City Manager in accordance with Section
9(h)(ii) and reflecting a guaranteed maximum price for completion of the Project that does
not exceed the Budgeted Improvement Costs;
(iv) Lessee shall have delivered to the City a budget reflecting the Budgeted
Improvement Costs;
(v) Lessee shall have delivered to City written evidence reasonably
satisfactory to the City of the existence and availability of sufficient funds to Complete
Construction of the Project in accordance herewith and with the budget reflecting the
Budgeted Improvement Costs;
(vi) Lessee shall have obtained, and shall have delivered to City a copy of, all
Governmental Approvals, including the building permit for the Project and DRB Approval,
necessary for the Commencement of Construction and for the demolition of any existing
improvements on the Additional Premises, including asphalt paving;
(vii) Lessee shall have presented evidence reasonably acceptable to the City
that all insurance coverages required under this Amendment and the Lease are in place;
(viii) the representations and warranties made by the Lessee in this Amendment
pursuant to Section 16(a)remain true and correct on and as of the date of Commencement
of Construction;
(ix) Lessee shall have obtained any and all required Governmental Approvals
with respect to maintenance of traffic for the staging of the Work during the construction
period;
(x) Lessee shall have obtained any and all required Governmental Approvals
with respect to a parking and transportation plan for the off-site parking and transportation;
and
(xi) Lessee shall have delivered written notice to the City certifying that all
Commencement of Construction Conditions have been satisfied.
At all times prior to Commencement of Construction, the City and the public shall have the right
to use the Additional Premises as a surface parking lot.
(j) Prosecution of the Work.
(i) Promptly following Lessee's satisfaction of the Commencement of
Construction Conditions, Lessee shall promptly Commence Construction of the Project
and prosecute completion of the Work substantially in accordance with the Approved
Plans (with only such changes as have been approved by the City in accordance herewith)
with all commercially reasonable diligence and in good-faith, in good and workmanlike
manner and in compliance with all Governmental Requirements.
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(ii) Lessee shall endeavor, through the use of diligent, good-faith efforts, to
cause the prosecution of the Work in accordance with the Target Dates and the Outside
Dates, but failure to meet any Target Date shall not be a default under this Amendment.
(iii) Lessee shall Commence Construction on or before the Outside
Commencement of Construction Date.
(iv) Lessee shall Complete Construction on or before the Outside Completion
of Construction Date.
(k) Construction Obligations. From and after Commencement of Construction and
until Completion of Construction, Lessee shall, or shall cause its General Contractor to:
(i) Select the means and methods of construction. Only adequate and safe
procedures, methods, structures and equipment shall be used;
(ii) Furnish, erect, maintain and remove such construction plant and such
temporary work as may be required; and be responsible for the safety, efficiency and
adequacy of the plant, appliance and methods used and any damage which may result
from failure, improper construction, maintenance or operation of such plant, appliances
and methods;
(iii) Provide all architectural and engineering services, scaffolding, hoists, or
any temporary structures, light, heat, power, toilets and temporary connections, as well as
all equipment, tools and materials and whatever else may be required for the proper
performance of the Work;
(iv) Order and have delivered all materials required for the Work and shall be
responsible for all materials so delivered to remain in good condition;
(v) Maintain the Additional Premises in a clean and orderly manner at all times,
and remove all paper, cartons and other debris from the Additional Premises;
(vi) Protect all Work prior to its completion and acceptance;
(vii) Restore and repair any properties adjacent and leading to the Additional
Premises damaged as a result of construction of the Project, whether such properties are
publicly or privately owned;
(viii) Implement, and maintain in place at all times, a comprehensive hurricane
and flood plan for the Additional Premises and the Work, and provide a copy of same to
the City;
(ix) Upon the issuance of a Certificate of Occupancy for the Project, deliver a
copy thereof to the City;
(x) Promptly after Completion of Construction, deliver to the City as-built
survey and drawings of and plans and specifications for the Project;
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(xi) Upon Completion of Construction, deliver to the City a certification of the
Architect (certified to the City on the standard AIA certification form), that it has examined
the Approved Plans and that, in its professional judgment, after diligent inquiry,
Construction of the Project has been substantially Completed in accordance with the
Approved Plans applicable thereto, and as constructed, the Project Improvements comply
with all applicable Governmental Requirements;
(xii) Upon Completion of Construction, ensure that the Additional Premises are
free of all liens and encumbrances for all work performed or materials supplied in
connection with construction of the Project; and
(xiii) Lessee shall carry on any construction, maintenance or repair activity with
diligence and dispatch and shall use diligent, good-faith efforts to complete the same in
accordance with this Amendment.
(I) Progress of Construction/City's Representative.
(i) Lessee shall keep the City apprised of Lessee's progress regarding the
Work, including Lessee's progress towards meeting the Target Dates and Outside Dates.
After Commencement of Construction, Lessee shall keep the City reasonably apprised,
not less frequently than monthly, of the progress of construction;
(ii) Prior to Completion of Construction, the City may, from time-to-time,
designate one or more employees or agents to be the City's representative ("City's
Representative"), who may, during normal business hours, in a commercially reasonable
manner, visit, inspect and monitor the Project, the materials to be used thereon or therein,
contracts, records, plans, specifications and shop drawings relating thereto, whether kept
at Lessee's offices in Miami-Dade County, or at the Additional Premises, as often as may
be reasonably requested. Lessee will provide safe access to the Project, and reasonably
cooperate with the City to enable City's Representative to conduct such visits, inspections
and monitoring. Lessee shall make available to City's Representative for inspection, with
commercially reasonable notice, daily log sheets covering the period since the
immediately preceding inspection showing the date, weather, subcontractors on the job,
number of workers and status of construction. To the fullest extent permitted by law, City
shall protect from disclosure any records that are confidential and exempt from disclosure
under Florida law, provided, however, that nothing herein shall preclude the City or its
employees from complying with the disclosure requirements of the Public Records Act,
and any such compliance shall not be deemed an event of default by the City under this
Amendment. City shall use its good-faith, diligent efforts to provide timely written notice
to Lessee of any public records request seeking any records of Lessee that may be within
the City's custody, possession or control, to permit Lessee the opportunity to seek to
protect such information from disclosure. Nothing contained herein shall or is deemed to
limit the City's inspection rights in its governmental and/or regulatory capacity.
(m) City and Lessee to Join in Certain Actions. Upon receipt of written request from
Lessee that is consistent with all Governmental Requirements, the City, at Lessee's sole cost and
expense (including City's reasonable attorneys' fees in reviewing any agreements), shall join
Lessee when required by law in any and all applications and agreements for Governmental
Approvals as may be commercially reasonably necessary for developing and constructing the
Project, which applications and agreements are necessary because City is the fee owner of the
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Additional Premises and/or the properties surrounding the Additional Premises, and which
applications and agreements may include easement agreements and demolition permits and
applications for DRB Approval.
(n) Compliance with Laws. Lessee will comply with all Governmental Requirements
in constructing and operating the Project.
(o) Art in Public Places. Lessee may seek a waiver by the City Commission of any
requirements of the Lessee to comply with the City's Art In Public Places (AIPP) program
requirements under Section 82-536 through 82-612 of the City Code, as applicable. As a
condition to such waiver, Lessee agrees to install a decorative architectural screening or wrap
around the existing generator located immediately east of the Additional Premises, and Lessee
shall incorporate such screening or wrap into the plans to be approved by the City pursuant to
Section 9 above.
10. Parking. From and after the date of Commencement of Construction and for the
remainder of the term of the Lease, Lessee hereby waives and releases any and all rights to the
Dedicated Spaces.
11. Access Easement. The City hereby grants Lessee a non-exclusive easement for
pedestrian and vehicular ingress and egress on, over and across the easement area legally
described on Exhibit A-2 attached hereto (the "Access Easement Area"). The City reserves for
itself and the Miami Beach Botanical Gardens and their respective agents, employees and
invitees all rights with respect to the Access Easement Area, including without limitation, rights of
ingress and egress on, over and across the Access Easement Area to access, maintain, repair
and replace the existing generator located adjacent thereto. The City agrees to maintain the
Access Easement Area in good condition and repair and unobstructed; provided that the City shall
have the right to temporarily close portions of the Access Easement Area upon reasonable prior
notice to Lessee (except in the case of emergencies) for purposes of performing maintenance
and repair of the Access Easement Area. Moreover, the City may allow the Easement Area to be
improved by Lessee with a decorative paving material approved by the City in its sole and
absolute discretion, all at the Lessee's sole cost and expense, including without limitation in
connection with repair and restoration. Notwithstanding the foregoing, at such time as the City
designates all or a portion of the Access Easement Area as a public right of way, which the City
may elect to do in its sole and absolute discretion, the access easement granted hereunder shall
terminate with respect to such designated public right of way and the Lessee shall have the same
rights of ingress and egress over such public right of way as all other members of the public.
12. Naming Rights. Naming rights for the exterior of the Additional Premises and any
significant interior areas within the Project Improvements shall require City Commission approval,
which shall not be unreasonably withheld.
13. Risk of Loss. The risk of loss to any of the Work and to any goods, materials and
equipment provided or to be provided under this Amendment, shall remain with the Lessee.
Should any of the Work, or any such goods, materials and equipment be destroyed, mutilated,
defaced or otherwise damaged prior to Completion of Construction, Lessee shall repair or replace
the same at its sole cost. The Performance Bond and Payment Bond or other security or
insurance protection required by this Amendment or otherwise provided by the Lessee or the
General Contractor shall in no way limit the responsibility of the Lessee under this Section 13.
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14. Insurance.
(a) Insurance Requirements. After the Effective Date and prior to any activity by
Lessee on the Additional Premises, Lessee, at its sole cost and expense, shall procure and
maintain all insurance coverage and otherwise satisfy the requirements of Exhibit C attached
hereto. Prior to entering the Additional Premises and Commencement of Construction, Lessee
shall furnish the City at the City's Department of Procurement Management, City of Miami Beach,
1700 Convention Center Drive, 3rd Floor, Miami Beach, Florida 33139, certificate(s) of insurance
evidencing that Lessee has obtained all insurance coverage satisfying the requirements of
Exhibit C. At the request of the City, Lessee shall provide copies of such insurance policies.
(b) General Contractor Insurance. In addition, Lessee shall require any General
Contractor to maintain the insurance coverages set forth on Exhibit C attached hereto (excluding
property insurance but including builder's risk insurance). All policies must be executable in the
State of Florida. All insurers must maintain an AM Best rating of A- or better. The terms and
conditions of all policies must be equivalent to the policy forms issued by the Insurance Services
Office (ISO) or the National Council on Compensation Insurance (NCCI). Said insurance policies
shall be primary over any and all insurance available to the City whether purchased or not and
shall be non-contributory. Lessee and any General Contractor shall be solely responsible for all
deductibles contained in their respective policies. All policies procured pursuant to this Section
14 shall be subject to maximum deductibles reasonably acceptable to the City. The City of Miami
Beach will be included as an "additional insured" on the commercial general liability and
automobile liability (to the extent available), and as loss payee on the builder's risk policy.
15. No Liens; Discharging and Contesting Liens; Indemnification.
(a) No Liens.
(i) Lessee shall not create, or cause to be created, or, with respect to work
performed by or on behalf of Lessee, suffer to exist any lien, encumbrance or charge upon
the right, title and interest of the City in the Additional Premises or any part thereof or
appurtenance thereto, or, in connection therewith, any lien, encumbrance or charge upon
any assets of, or funds to be appropriated to, the City. Nothing contained in this
Amendment shall be deemed or construed to constitute the consent or request of the City,
express or by implication or otherwise, to any contractor, subcontractor, laborer or
materialman for the performance of any labor or the furnishing of any materials for any
specific improvement of, alteration to, or repair of the Project, or any part thereof, nor as
giving Lessee or any other Person any right, power or authority to contract for, or permit
the rendering of, any services or the furnishing of materials that would give rise to the filing
of any lien, mortgage or other encumbrance against City's interest in the Additional
Premises, or any part thereof, or against assets of the City, or City's interest in any
monetary obligations of Lessee as set forth in this Amendment.
(ii) Notice is hereby given, and Lessee shall cause all construction agreements
entered into between Lessee and the General Contractor or other contractor in privity with
Lessee or subcontractor in privity with the General Contractor or any other subcontractor
to provide that (A) the City shall not be liable for any work performed or to be performed
at the Project or any part thereof for or on behalf of the Lessee or any other Person or for
any materials furnished or to be furnished to the Project, or any part thereof, for any of the
foregoing, and (B) no mechanic's, laborer's, vendor's, materialman's or other similar
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statutory lien for such work or materials shall be attached to or affect City's interest in the
Additional Premises, or any part thereof, or any assets of, or funds to be appropriated to,
the City.
(b) Discharging and Contesting Liens.
(i) If any such lien as described in Section 15(a) is filed against the City's
interest in the Premises, or any part thereof, including the Additional Premises, or if any
public improvement lien created, or caused or, with respect to work performed by or on
behalf of Lessee, suffered to be created by Lessee shall be filed against any assets of, or
funds appropriated to, the City, Lessee shall, within 30 days after Lessee receives notice
of the filing of such mechanic's, laborer's, vendor's, materialman's or similar statutory lien
or public improvement lien, cause it to be discharged of record by payment, deposit, bond,
order of a court of competent jurisdiction or otherwise.
(ii) If Lessee desires to contest any such lien, it shall notify the City of its
intention to do so within 30 days after Lessee has notice of the filing of such lien. In such
case, Lessee, at Lessee's sole cost and expense, shall furnish a cash deposit or surety
bond in an amount sufficient to pay such lien and any cost (including interest and
penalties), liability or damage arising out of such contest. The lien, if Lessee timely
provides the bond described above, shall not be an Event of Default hereunder until 30
days after the final determination of the validity thereof provided that, within that time,
Lessee shall satisfy and discharge such lien to the extent held valid; provided, however,
that the satisfaction and discharge of any such lien shall not, in any case, be delayed until
execution is had on any judgment rendered thereon, or else such delay shall be
considered an "Event of Default" hereunder. In the event of any such contest, Lessee
shall protect and indemnify the City and its officers, employees and agents against any
Claims resulting therefrom as provided in Section 15(c). Notwithstanding anything to the
contrary contained in this Section 15(b), in the case of a public improvement lien which
provides for installment payments as a means of satisfying such lien, Lessee shall be
required only to pay, on a timely basis, all installments when due. In the event of any such
contest, Lessee shall protect and indemnify the City and the City and its officers,
employees and agents against all Claims resulting therefrom as provided in Section 15(c).
(c) Indemnification.
(i) Lessee acknowledges and agrees that this Amendment is not an
agreement between City and any architect, engineer, general contractor, subcontractor,
sub-subcontractor, or materialman or any combination thereof for the construction,
alteration, repair, or demolition of a building, structure, appurtenance, or appliance on the
Additional Premises, and therefore that the limitations on indemnity provisions in Section
725.06, Florida Statutes, as such statute may be amended from time to time, do not apply
to this Amendment. Accordingly, to the fullest extent permitted by law, Lessee shall and
does hereby indemnify and hold harmless the City and its officers, employees and agents,
from any and all Claims arising out of, relating to or resulting from any of the following
occurrences or events, whether by Lessee or its employees, agents, directors, or
contractors: (i)the development, construction, use and operation of the Project or any part
thereof which is not in compliance with the terms of this Amendment; or (ii) the negligent
acts or omissions of Lessee or its employees, agents, directors or contractors, except to
the extent any liabilities, losses or damages are caused by the gross negligence or willful
17
misconduct of the City or its officers, employees or agents, each acting in their official
capacities, and as instrumentalities of the City. Lessee covenants and agrees that any
contracts entered into by Lessee and the General Contractor for the Work shall include
the indemnities required by this Section 15(c)(i) from the General Contractor in favor of
Lessee and the City.
(ii) In the event of any Lawsuit, Lessee shall defend any such Lawsuit at its
sole cost and expense using legal counsel reasonably acceptable to the City. Lessee
shall further indemnify and hold the City and its officers, employees and agents harmless
from and against all Claims of any and every kind arising out of, relating to or resulting
from any Lawsuit.
(iii) Lessee shall investigate and defend all Claims of any kind or nature in the
name of the City which are covered by this indemnity obligation, where applicable,
including appellate proceedings, and shall pay reasonable costs, judgments, and
reasonable attorney's fees which may issue thereon. Lessee expressly understands and
agrees that any insurance protection required by this Amendment or otherwise provided
by Lessee shall in no way limit the responsibility to indemnify, keep and save harmless
and defend the City and its officers, employees and agents as herein provided. The City
shall give to Lessee reasonable notice of any such Claims.
(iv) The provisions of this Section 15 shall survive the expiration or early
termination of this Amendment.
16. Representations.
(a) Lessee's Representations. Lessee represents to the City that has consulted with
advisors who are experienced in the development, construction and operation of projects similar
to the Project, and that Lessee has independently determined the merits and risks of electing to
proceed with the development of the Project, and that Lessee is not and, will not be relying upon
any information that may have been or hereafter be provided to Lessee by the City. Lessee
further represents and warrants that Lessee has not made, created or suffered any assignment,
transfer, sublease, subconcession, or license of the Premises or the Lease, or any transfer or
other change in structure of Lessee (each, a "Transfer") as of the date of this Agreement. No
Transfer may or shall be made, created or suffered by Lessee, its successors, assigns or
transferees without complying with the terms of Article XIII of the Lease. Any Transfer in violation
of this Amendment or the Lease shall be null and void and of no force and effect.
(b) No Representation or Warranties By the City. Lessee acknowledges and agrees
that it has been given the opportunity to perform all inspections and investigations concerning the
Additional Premises, and (i) the City is not making and has not made any representations or
warranties, express or implied, of any kind whatsoever with respect to the Additional Premises,
including any representation or warranty of any kind with respect to title, survey, physical
condition, suitability or fitness for any particular purpose, the financial performance or financial
prospects of the Project, its value, or any other economic benefit that can be realized or expected
therefrom, the presence or absence of Hazardous Substances, the zoning or other Governmental
Requirements applicable thereto, taxes, the use that may be made of the Additional Premises, or
any other matters with respect to this Amendment); (ii) Lessee has relied on no such
representations, statements or warranties, and (iii) City will in no event whatsoever be liable for
any latent or patent defects in the Additional Premises (including any subsurface conditions).
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(c) "AS IS" Condition of Additional Premises. Lessee acknowledges it has relied
solely on Lessee's own inspections, tests, evaluations and investigations of and related to this
Amendment and the Additional Premises in its determination of whether to proceed with this
Amendment and the Project. As a material part of the consideration of this Amendment, Lessee
agrees to accept the Additional Premises in their "AS IS" and "WHERE IS" condition "WITH ALL
FAULTS" and latent or patent defects, and without representations and warranties of any kind,
express or implied, or arising by operation of law.
(d) Survival. The provisions of this Section 16 shall survive the termination of this
Amendment.
17. Termination by Lessee. Notwithstanding anything to the contrary set forth in this
Amendment, Lessee shall have the right to terminate this Amendment and all rights and
obligations of the parties hereunder, by written notice delivered to the City at any time prior to the
issuance of the building permit for the Project.
18. Events of Default; Remedies.
(a) Events of Default. Each of the following occurrences shall constitute an "Event of
Default" of Lessee that shall entitle the City to exercise its remedies as set forth in Section 18(b):
(i) if Lessee takes possession of the Additional Premises or Commences
Construction prior to satisfying all of the Commencement of Construction Conditions and
such action continues for a period of 30 days after written notice thereof by the City to
Lessee, following which the City has the right to institute a "stop work" order for all
construction on the Additional Premises until such time as all Commencement of
Construction Conditions are satisfied;
(ii) if Lessee fails to Commence Construction on or before the Outside
Commencement of Construction Date;
(iii) if Lessee fails to Complete Construction on or before the Outside
Completion of Construction Date;
(iv) if Lessee fails to maintain or provide evidence of all insurance in
compliance in all material respects with Section 14 and Exhibit C hereof (any lapse in
required coverage shall be deemed a failure to comply with Section 14 and Exhibit C
hereof) and such failure continues for a period of ten days from the date of written notice
thereof from City;
(v) if Lessee discontinues the prosecution of the Work for more than 30
consecutive days other than as a result of an Unavoidable Delay;
(vi) If Lessee makes, creates or suffers to exist any Assignment (as defined in
the Lease) in violation of the Lease or any Transfer in violation of this Amendment;
(vii) if Lessee fails to observe or perform one or more of the other terms,
conditions, covenants or agreements of this Amendment not otherwise addressed in this
Section 18(a) and such failure continues for a period of 30 days after written notice thereof
by City to Lessee specifying such failure, unless such failure requires work to be
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performed, acts to be done, or conditions to be removed which cannot by their nature
reasonably be performed, done or removed, as the case may be, within such 30 day
period, in which case no Event of Default will be deemed to exist as long as Lessee (i)
commences curing the same within such 30 day period, (ii) advises the City of the steps
being taken by Lessee to remedy such failure (which steps shall be reasonably designed
to effectuate the cure of such failure in a professional manner) and thereafter, from time
to time, upon the City's request, updates the City as to the status of such cure, and (iii)
diligently prosecutes such cure to completion; or
(viii) an event of default shall occur under the Lease after the expiration of any
applicable notice and/or cure period.
(b) Remedies.
(i) If an Event of Default occurs hereunder, without prejudice to any other
rights or remedies of the City, whether provided by this Amendment, the Lease or
otherwise provided at law or in equity, the City may elect any one or more of the following
remedies, without limitation:
(A) Terminate this Amendment and take possession of the
Additional Premises;
(B) Maintain an action for specific performance and injunctive
relief to enforce the terms, covenants, conditions and other provisions of
this Amendment against Lessee as a result of or arising out of such Event
of Default;
(C) Recover damages for Lessee's breach of this Amendment;
or
(D) In the case of an Event of Default under Section 18(a)(ii)for
failure to Commence Construction on or before the Outside
Commencement of Construction Date, Lessee may request in writing that
the City forbear from immediately terminating this Lease and in the City's
sole and absolute discretion on such conditions as the City may determine,
accept liquidated damages from Lessee through the actual date of
Commencement of Construction. If the City so elects, Lessee shall pay to
the City liquidated damages of$250.00 per calendar day from the Outside
Commencement of Construction Date through the actual date on which
Lessee Commences Construction, as compensation to the City for
Lessee's failure to Commence Construction by the Outside
Commencement of Construction Date and not as a penalty, which
liquidated damages shall be paid on or before Commencement of
Construction and as a condition to the issuance of the Building Permit; and
(E) In the case of an Event of Default under Section 18(a)(iii)for
failure to Complete Construction on or before the Outside Completion of
Construction Date, Lessee may request in writing that the City forbear from
immediately terminating this Lease and in the City's sole and absolute
discretion on such conditions as the City may determine, accept liquidated
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damages from Lessee through the date of actual Completion of
Construction. If the City so elects, Lessee shall pay to the City liquidated
damages of $250.00 per calendar day from the Outside Completion of
Construction Date through the actual date on which Lessee Completes
Construction, as compensation to the City for Lessee's failure to Complete
Construction by the Outside Completion of Construction Date and not as a
penalty, which liquidated damages shall be paid on or before
Commencement of Construction and as a condition to the issuance of the
Certificate of Occupancy.
(ii) The parties hereby agree and acknowledge that the liquidated damages
described in clauses (D) and (E) above are not a penalty and are reasonable in the light
of the anticipated or actual losses to be incurred by the City due to Lessee's failure to meet
the milestones provided herein. In the event a court of competent jurisdiction determines
that any liquidated damages herein are unenforceable, notwithstanding Lessee's
agreement herein that such amounts are fair and reasonable, Lessee shall not be relieved
of its obligations to the City for the actual damages resulting from Lessee's failure to meet
the milestones provided herein. The City's election of a right or remedy hereunder with
respect to any one or more Events of Default shall not limit or otherwise affect the City's
right at any time to terminate this Agreement or elect any of the other remedies available
to it hereunder or as provided by law and/or in equity with respect to that or any other
Event of Default.
(iii) Upon termination of this Amendment after an Event of Default, the City
shall have all rights and remedies hereunder, and Lessee shall quit and peaceably
surrender the Additional Premises (which includes all improvements thereon, subject to
the City's right to require Lessee to demolish any such improvements as provided herein)
and all property related thereto in its possession to the City, and all rights and interests of
Lessee created under this Amendment in and to the Additional Premises and the Project
(which includes all improvements thereon, subject to the City's right to require Lessee to
demolish any such improvements as provided herein) and every part thereof shall cease
and terminate.
(iv) In connection with any termination by the City after Commencement of
Construction, Lessee shall restore the Additional Premises to the condition existing prior
to the execution of this Amendment so that the Additional Premises may be fully utilized
by the City as a surface parking lot, and Lessee shall reimburse the City for any and all
liabilities, losses or damages suffered as a result of Lessee's failure to Complete
Construction in accordance with this Amendment.
(v) If Lessee fails to surrender the Additional Premises in accordance herewith
the City, without notice, may re-enter and repossess the Additional Premises, as
applicable, without process of law, subject to applicable Governmental Requirements.
19. City Manager's Delegated Authority. Notwithstanding any provision to the
contrary in this Amendment, nothing herein shall preclude the City Manager from seeking
direction from or electing to have the City Commission determine any matter arising out of or
related to the Project, including any approval contemplated under this Amendment (within the
timeframe specified therefor as if the Approval was being determined by the City Manager).
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20. Miscellaneous.
(a) Counterparts. This Amendment may be executed in counterparts, each of which
shall be considered an original and all of which taken together shall constitute one document.
This Amendment may be executed and delivered via facsimile, PDF, or other electronic
transmission, and any facsimile, PDF or electronic signature shall have the same force as an
original.
(b) Ratification. City and Lessee hereby ratify and affirm the Lease, as modified by
this Amendment, and except as expressly modified by this Amendment, all terms and conditions
of the Lease shall remain unmodified and in full force and effect. In the event of any conflict
between the terms of the Lease and the terms of this Amendment, the terms of this Amendment
shall control.
(c) Severability. If any clause or provision of this Amendment is illegal, invalid or
unenforceable under present or future laws, then and in that event, it is the intention of the parties
hereto that the remainder of this Amendment shall not be affected thereby. It is also the intention of
the parties to this Amendment that in lieu of each clause or provision of this Amendment that is illegal,
invalid or unenforceable, there be added, as a part of this Amendment, a clause or provision as similar
in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal,
valid and enforceable.
(d) Entire Agreement. This Amendment and the Lease constitute the complete
agreement of the City and Lessee with respect to the subject matter hereof and thereof. No
representations, inducements, promises or agreements, oral or written, have been made by the City
or Lessee, or anyone acting on behalf of the City or Lessee, which are not contained herein, and any
prior agreements, promises, negotiations, or representations are superseded by this Amendment and
the Lease.
(e) Amendment and Modification. The Lease, as modified by this Amendment, may
not be modified, supplemented or amended, except in writing signed by all parties hereto.
(f) Benefit and Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the Parties to this Amendment, their legal representatives, successors and permitted
assigns.
[Signatures on following page]
22
IN WITNESS WHEREOF, Lessee has caused this Amendment to be duly signed in
its name, and the City has caused this Amendment to be signed in its name by the Mayor,
and duly attested by the City Clerk, and approved as to form and sufficiency by the City
Attorney, on the day and year first above written.
WITNESSES: CITY:
CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation of the State of
Florida
Print name: By:
Name:
Title:
Print name:
ATTEST:
By:
Name:
Title:
Approved as to form and language and for
execution
By:
Name:
Title:
LESSEE:
THE GREATER MIAMI JEWISH
FEDERATION,
a Florida Non-Profit corporation
Print name: By:
Name:
Title:
Print name:
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
7i28i2021
City Attorney QA Z Date
EXHIBIT A-1
Legal Description of the Additional Premises
[see attached]
SNMT C11 MO ACCOM 4\N
EXHIBIT "A"
,,-„ ,01‘9-oprtr
N -oLOT 2 I
ORIGINAL LEASE PREMISES
'411101 \,O LEASE AGIIEEMENT r
" (.\ x (O.R.B._19624 PG. 2665
p -�-\u/, ) a ��I( AS ASSIGNED O.R.B. 26450 Pt J2 2) T
7 -.--t7
\,`y 1 ' BLOCK 7A
A. / ¢, I AMENDED PLAT OF GOLF r1
¢ SUBDIVISIGN OF THE ALTON NEAT 6
F E.N 0‘ W COMPANY i-�
LOCATION MAP 0 (P.B. 6,PG. 26) gt
1"=100' I j i e
MIAMI BEACH,FLORIDA I R I LOT 1 g1
ka
W i//
J /// // /
19TH STREET
SURVEYOR'S NOTES: SURVEYOR'S CER77FICATE:
- LEGAL DESCRIPTION LIMITS WERE DETERMINED BY I HEREBY CERTIFY THAT THE ATTACHED "SKETCH TO ACCOMPANY
INSTRUCTIONS PROVIDED BY THE CLIENT. LEGAL DESCRIPTION" WAS PREPARED UNDER MY RESPONSIBLE
CHARGE AND COMPLIES WITH THE STANDARDS OF PRACTICE FOR
- THIS IS NOT A SURVEY. SURVEYING AND MAPPING AS SET FORTH BY THE STATE OF FLORIDA
BOARD OF PROFESSIONAL SURVEYORS AND MAPPERS IN CHAPTER
- THIS SITE LIES IN SECTION 34, TOWNSHIP 53 SOUTH, 5J-17, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO CHAPTER
RANGE 42 EAST, MIAMI-DADE COUNTY, FLORIDA. 472027, FLORIDA STATUTES
NOT VALID WITHOUT THE ORIGINAL SIGNATURE AND SEAL OF A
- BEARINGS SHOWN HEREON ARE BASED ON LEGAL FLORIDA LICENSED SURVEYOR AND MAPPER.
DESCRIPTION OF THE ORIGINAL LEASE PREMISES
RECORDED IN O.R.B. 19624, PG. 2665, ASSIGNED O.R.B. THIS IS NOT A SURVEY.
26450, PG. 3252, AND ARE REFERENCED TO THE NORTH
RIGHT OF WAY LINE OF 19TH STREET, HAVING AN BISCAYIVE ENGINEERING COMPANY, INC.
ASSUMED BEARING OF N89•59'40-E. 529 WEST FLAGLER STREET, MIAMI, FL 33130
(305)-324-7671
- THE PURPOSE OF THIS SKETCH TO ACCOMPANY LEGAL LB-TE OF FLORIDA DEPARTMENT OF AGRICULTURE
LB-0000129
DESCRIPTION IS TO DESCRIBE THE AREA SOUTH OF AND DATE: 05-24-2021
ADJACENT TO "THE ORIGINAL LEASE PREMISES" AT THE
HOLOCAUST MEMORIAL ("THE ADDITIONAL PREMISES"),
BEING A PORTION OF THE LANDS, IDENTIFIED AS FOLIO:
02-3234-007-0040,
- THE HEREIN DESCRIBED LANDS CONTAIN AN AREA OF WOLFGANG S. HUECK, PSM, FOR THE FIRM
11,549 SQUARE FEET (0.265 ACRES) MORE OR LESS. PROFESSIONAL SURVEYOR AND MAPPER NO. 6519
STATE OF FLORIDA
THIS SKETCH TO ACCOMPANY LEGAL DESCRIPTION IS VALID ONLY WHEN
ALL SHEETS ARE COMBINED, FORMING THE COMPLETE DOCUMENT.
DATE: An m. 2021-4.87en EST FILE:F:\SM NEYNPRRECIIMPL S,\aro2T CREMES u MI OM ETDERA11011\2 C D\2.ow\ems?-xaom.st*Modal Mahn el Prem -Welch a uyoia y
DRAWING No. 2325—SS-13 BwH/AJR FIELD BOOK:N/A THIS IS NOT A SURVEY
PROJECT: "ADDITIONAL PREMISES"AT THE HOLOCAUST MEMORIAL
DATE: REV DATE: BEC ORDER# SHEET DRAWN BYCLIENTGREATER MIAMI JEWISH FEDERATION
05-24-21 03-87057 1 OF 3 VVH/AJR
BISCAYNEMOINR5 529 W.FLAGLER ST,MIAMI,FL 33130 449 NW 35TH ST,BOCA RATON,FL 33431
PLANNERS TEL. (305) 7671 TEL. (581)609-2329
ENGINEERING •SINCE 1898• E-MAIL:INFO6BISCAYNEENGINEERING.COM •WEBSITE WWW.BISCAYNEENGINEERING.COM
SX!L CH 1'O ACCOMPANY
L I4L DESCI'PMION
EXHIBIT "A"
LEGAL DESCRIPTION (ADDITIONAL PREMISES):
A portion of Lot 1, Block 7A, together with a portion of the 30 foot wide BRIDLE PATH (PRIVATE
PROPERTY) lying east of and adjacent thereto, all as shown on AMENDED PLAT OF GOLF
COURSE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 6, at Page 26, of
the Public Records of Miami-Dade County, Florida, being more particularly described as follows:
Commence at the intersection of the centerlines of 19th Street and Meridian Avenue; thence South
89°59'40" East along the centerline of 19th Street a distance of 35.00 feet;thence North 00°00'00"
East, departing said centerline a distance of 20.00 feet to the intersection of the the southerly
prolongation of the West line of said Lot 1 with the westerly prolongation of the South line of said
Lot 1; thence South 89°59'40" East along the westerly prolongation of said South line, a distance
of 3.00 feet to a point on the East Right-of-Way line of Meridian Avenue, according to the Deed
Book 4349, Pages 439, 440, 442, and 443 of the Public Records of Dade County (now
' Miami-Dade County), Florida; thence continue South 89°59'40" East along said westerly
prolongation and along the South line of said Lot 1, a distance of 36.05 feet to the POINT OF
BEGINNING of the herein described parcel of land; the following two courses are along the Limits
of the Original Lease Premises (1) thence North 00°25'00"West, a distance of 63.26 feet; (2)
thence North 89°35'00" East, across a portion of said Lot 1 and a portion of said BRIDLE PATH
(PRIVATE PROPERTY), a distance of 180.95 feet to a point being 15.00 feet west of the most
southeasterly corner of said Original Lease Premises; thence South 00°05'22"West, across said
BRIDLE PATH a distance of 64.59 feet;thence North 89°59'40"West, along the South line of said
Lot 1 and the easterly prolongation thereof, a distance of 180.38 feet to the POINT OF
BEGINNING.
Said LANDS located, lying and being in the CITY OF MIAMI BEACH, FLORIDA, and containing an
area of 11,549 square feet (0.265 acres) more of less.
THIS SKETCH TO ACCOMPANY LEGAL DESCRIPTION IS VALID ONLY WHEN
ALL SHEETS ARE COMBINED, FORMING THE COMPLETE DOCUMENT.
DATE: U.OE 2021-9:570n(SI FLE F:\AN1EAPPOEC15\8700Uf\9751 CREAM 11M9 DM FEOEPA9011\T CAD\2.01O\97057-Helmut teemed AddNond Prenioe}Sketch&Legoldeg
DRAWING No. 2325 SS 13 BwH/AJR FIELD BOOK:N;A THIS IS NOT A SURVEY
PROJECT: "ADDITIONAL PREMISES"AT THE HOLOCAUST MEMORIAL
DATE: REV DATE: BEC ORDER# SHEET DRAWN BY CLIENT MIAMI JEWISH FEDERATION
05-24-21 03-87057 2 OF 3 VVH/AJR
BISCAYN E SURVEYORS 529 W FLAGLER ST.MIAMI,FL 33130 449 NW 35TH ST,BOCA RATON,FL 33431
ENGINEERS
PLANNERS TEL. (305)324-7671 TEL. (561)609-2329
ENGINEERING •sw::e 1898• EMAIL:INFO@BISCAYNEENGINEERING.COM •WEBSITE:WWW.BISCAYNEENGINEERING.COM
ETj+yPO CO
�y� Sz�rJ i
LEHCfrA
CRIWINIONI
EXHIBIT "A" N
" hi__IR
- GRAPHIC SCALE
/ X0 20 40
Y \ •�
swo 1 inch = 40 ft.
M I I ( ( '
3 �
-_�
xz� - 40' 30'H
oJa
✓ ORIGINAL LEASE PREMISES _ t'
_ 40' LEASE AGREEMENT r. �,,,,
�� (O.R.B. 19624 PG. 2665, AS ASSIGNED O.R.B. cc c, a3, E.^
,--o 26450 PG.3252) N o�, W N
W Qao �v , a,
J n [roti 5
2 a
LOT 1, BLOCK 770 o¢ q R a t,
4:11 111 0 AMENDED PEAT OF GOLF COURSE SUBDIVISION W ui¢a a.I0 00 N
L,i i = OF THE ALTON BEACH REALTY COMPANY z ,-Z 6 w vw_i
Q e a< (P.B. 6, PC. 25) J o c A Q �w
2 2a ZI Q mu�I ry�.. \� Ola
Qy 0 p ^V W
tzls a 9 LIMITS OF THE ORIGINAL LEASE PREMISES „,5 �. m a
r w al N89'3500'E ylr La
f o; (O.R.B. 19624 PAGE 2665
Lu v AS ASSIGNED O.RB. 26450 PG.32521 15.00
u z 3
3• Z a `-' N89'35.00°E 18a951 I` \ N M
f3 0 6 CO 3
a ¢c ws3p 3 <:11 O
—35' 35' w O �p • 5 s
e a w ADDITIONAL PREMISES IA PORTION OF� N o L
�n w p I BRIDLE PATM`'� O2 w _
INTER ECTION OF THE w a O to A PORTION OF LOT 1 P =A 2
SOUTHERLY PROLONGATION o s w .r p
OF TH WEST LINE OF ..L..;
J J Z (P.B. 6, PG. 26) oz O .' R
LOT 1 WITH THE WESTERLY m o .0.B. N N k.J
PROLONGATION OF THE
00 SOUTH LINE 1- 2
SOUTH LINE OF LOT 1 N M
OF LOTI
\}
N89'59.40-W 180.38'589'59'40"E • f \BEARING BASIS ILNORTH R/W LINE
3.00' NORTH R/W UNE o0
_
P.O.C.- NO0'00'00'E - OF 19TH STREET N NORTH R/W LINE OF 19TH STREET OF 19111 STREET N
20.00' _
LS89.59'40"E WESTERLY 19TH STREET EASTERLY
35.00' PROLONGATION OF THE N PROLONGATION OF THE- N
I SOUTH UNE OF LOT 1 1 SOUTH LINE OF LOT 1
1 -- - -- -- - - - - -
LEGEND & ABBREVIATIONS UNE TYPES:
q = CENTER LINE D.B. = DEED BOOK UMITS OF LEGAL DESCRIPTION =
PG. = PAGE O.R.B. = OFFlCIAL RECORDS BOOK R/W LINE = —
P.B. = PLAT BOOK R/W = EXISTING RIGHT OF WAY CENTER LINE _ -
P.O.B. = POINT OF BEGINNING (P) = PER PLAT LOT LINE _
—
P.O,C. = POINT OF COMMENCEMENT LB = UCENSED BUSINESS
THIS SKETCH TO ACCOMPANY LEGAL DESCRIPTION IS VALID ONLY WHEN
ALL SHEETS ARE COMBINED, FORMING THE COMPLETE DOCUMENT.
DATE: Jet OB, 2021-9:57am EST FEC F,\9BWEY\PR0.ECTDT,V a\37057 GREATS LIMO.E`IDI EEOERAII011\2.CAD\2 0110\070117-atlxwat Memorial Aedtlond Wells-Sketch 0 LeIaLd q
DRAWING No. 2325—SS-13 BWH/AJR FIELD BOOK:N//A THIS IS NOT A SURVEY
PROJECT: "ADDITIONAL PREMISES"AT THE HOLOCAUST MEMORIAL
DATE:21 REV DATE: ECORDER# S3 EF3 D1RAAWNRBYCLIENTGREATER MIAMI JEWISH FEDERATION
05- BISCAYNE SURVEYORS529 W.FLAGLER ST,MIAMI,FL 33130 449 NW 35TH ST,BOCA RATON,FL 33431
ENGINEERS
PLANNERS TEL. (305)324 7671 TEL. (561)609-2329
ENGINEER 1 N G •SINCE t89a• EMAIL:INFOQBISCAYNEENGINEERING.COM •WEBSITE:WWW.BISCAYNEENGINEERING.COM
EXHIBIT A-2
Legal Description of the Access Easement Area
[see attached]
StSMT-IC+E -8_OCqCONEPppR N �=
JMOIAL DE CI XPPIONI
EXHIBIT "A"
N o Lor 2
�- ORIGINAL LEASE PREMISES
\•O -I LEASE AGREEMENT ,n,2,..,1-
0,,
m /A\ Z _ (O.R.B. 19624 PG. 2665
�"?
p /(� AS ASSIGNED O.R.B. 264.50 PG32�2) S_
7'\ ' 1.� - I BLOCK 7A �,-1,-
4-
4- ' " 4 I AMENDED PLAT OF GOLF COURSE
+4,' ',ti SUBDIVISION OF THE ALTON BEACH REALLY 6
ENG LLI COMPANY ►-
g (P.B. 8, PG. 28) E
LOCATION MAP In
1"=100' as --
MIAMI BEACH,FLORIDA I R LOT 1 g ti
m yz
WW
I7 UQ
/M QW
/
,,..14.1 ADDITIONAL PREMISES 7 -.
- I I
19TH STREEL
SURVEYOR'S NOTES: SURVEYOR'S CERTIFICATE:
- LEGAL DESCRIPTION LIMITS WERE DETERMINED BY I HEREBY CERTIFY THAT THE ATTACHED 'SKETCH TO ACCOMPANY
INSTRUCTIONS PROVIDED BY THE CLIENT. LEGAL DESCRIPTION" WAS PREPARED UNDER MY RESPONSIBLE
CHARGE AND COMPLIES KITH THE STANDARDS OF PRACTICE FOR
- THIS IS NOT A SURVEY. SURVEYING AND MAPPING AS SET FORTH BY THE STATE OF FLORIDA
BOARD OF PROFESSIONAL SURVEYORS AND MAPPERS IN CHAPTER
THIS SITE LIES IN SECTION 34, TOWNSHIP 53 SOUTH, 5J-17, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO CHAPTER
-
RANGE 42 EAST, MIAMI-DADE COUNTY, FLORIDA. 472.027, FLORIDA STATUTES.
NOT VALID WITHOUT THE ORIGINAL SIGNATURE AND SEAL OF A
- BEARINGS SHOWN HEREON ARE BASED ON LEGAL FLORIDA LICENSED SURVEYOR AND MAPPER.
DESCRIPTION OF THE ORIGINAL LEASE PREMISES
RECORDED IN O.R.B. 19624, PG. 2665, ASSIGNED O.R.B. THIS IS NOT A SURVEY.
26450, PG. 3252, AND ARE REFERENCED TO THE NORTH
RIGHT OF WAY LINE OF 19TH STREET, HAVING AN BISCAYNE ENGINEERING COMPANY, INC.
ASSUMED BEARING OF N89 59'40"E. 529 WEST FLAGLER STREET, MIAMI, FL. 33130
(305)-324-7671
- THE PURPOSE OF THIS SKETCH TO ACCOMPANY LEGAL STATE OF FLORIDA DEPARTMENT OF AGRICULTURE
LB-OD00129
DESCRIPTION IS TO DESCRIBE THE AREA ADJACENT TO DA TE: 05-24-2021
"THE ORIGINAL LEASE PREMISES" AND "THE ADDITIONAL
PREMISES" AT THE HOLOCAUST MEMORIAL ("THE ACCESS
EASEMENT"), BEING A PORTION OF THE LANDS, IDENTIFIED
AS FOLIO: 02-3234-007-0040,
- THE HEREIN DESCRIBED LANDS CONTAIN AN AREA OF WOLFGANG S. HUECK, PSM, FOR THE FIRM
970 SQUARE FEET (0.022 ACRES) MORE OR LESS. PROFESSIONAL SURVEYOR AND MAPPER NO. 6519
STATE OF FLORIDA
THIS SKETCH TO ACCOMPANY LEGAL DESCRIPTION IS VAUD ONLY WHEN
ALL SHEETS ARE COMBINED,FORMING THE COMPLETE DOCUMENT,
DATE: In re. 2021-+0::6 EST ilk F:\S1E@EV\PRO,ECI3\87D0007027 CEAIT0 UM AVM FEOER171DR\2.GD\Z.DWG\97057-Hd,m„1 EI0,oS1 xmn Easement-9 tth&l,gd.My
DRAWING No. 2325—SS-18 BwHiAJR FIELD BOOK:N/A THIS IS NOT A SURVEY
PROJECT: "ACCESSS EASEMENT"AT THE HOLOCAUST MEMORIAL
DATE: REV DATE: BECORDER# SHEET DRAWN BYCLIENTGREATER MIAMI JEWISH FEDERATION
05-24-21 03-87057 1 OF 3 WH/AJR
BISCAYNE R= 529 W.FLAGLER ST,MIAMI,FL 33130 449 NW 35TH ST,BOCA RATON,FL 33431
PLANNERS TEL. (305)324-7671 TEL. (561)609-2329
ENGINEERING •SINCE 1898• E-MAIL:INFOQBISCAYNEENGINEERING.COM •WEBSITE WWW.BISCAYNEENGINEERING.COM
SSM!''CIL '� O CCQ PA '
EXHIRI1 "A"
LEGAL DESCRIPTION (ACCESS EASEMENT):
A portion of the 30 foot wide BRIDLE PATH (PRIVATE PROPERTY) as shown on AMENDED
PLAT OF GOLF COURSE SUBDIVISION, according to the plat thereof, as recorded in Plat Book
6, at Page 26, of the Public Records of Miami-Dade County, Florida, together with a portion of
Section 34, Township 53 South, Range 42 East, Miami-Dade County, Florida, lying east of and
adjacent thereto, being more particularly described as follows:
Commence at the intersection of the centerlines of 19th Street and Meridian Avenue; thence South
89°59'40" East along the centerline of 19th Street a distance of 35.00 feet; thence North 00°00'00"
East, departing said centerline a distance of 20.00 feet to the intersection of the the southerly
prolongation of the West line of said Lot 1 with the westerly prolongation of the South line of said
Lot 1;thence South 89°59'40" East along the westerly prolongation of said South line, a distance
of 3.00 feet to a point on the East Right-of-Way line of Meridian Avenue, according to the Deed
Book 4349, Pages 439, 440, 442, and 443 of the Public Records of Dade County(now
Miami-Dade County), Florida; thence continue South 89°59'40" East along said westerly
prolongation and along the South line of said Lot 1 and along the easterly prolongation thereof, a
distance of 216.43 feet to the POINT OF BEGINNING of the herein described parcel of land;
thence North 00005'22" East, a distance of 64.59 feet. thence North 89°35'00" East, along the
Limits of the Original Lease Premises, across a portion of said said BRIDLE PATH (PRIVATE
PROPERTY) and across a portion of said Section 34, a distance of 15.00 feet,to the most
southeasterly corner of said Original Lease Premises; thence South 00°05'22'West, across said
Section 34, a distance of 64.70 feet;thence North 89°59'40"West, along the easterly prolongation
of the South line of said Lot 1, a distance of 15.00 feet to the POINT OF BEGINNING.
Said LANDS located, lying and being in the CITY OF MIAMI BEACH, FLORIDA, and containing an
area of 970 square feet (0.022 acres) more of less.
THIS SKETCH TO ACCOMPANY LEGAL DESCRIPTION IS VALID ONLY WHEN
ALL SHEETS ARE COMBINED, FORMING THE COMPLETE DOCUMENT.
DAIS: An OB. 2021-I0:9a0 EST RIE FASIm%€A RGEc15\9700rs\17057 GREATER WWI Ew91 RnERATION\2 GD\r.PMC\H057-Rdowel Manand Aman Emyn.8-Sketch!Legd.hg
DRAWING No. 2325—SS-18 BWH/AJR FIELD BOOK:N/A THIS IS NOT A SURVEY
PROJECT: "ACCESSS EASEMENT"AT THE HOLOCAUST MEMORIAL
DATE: REV DATE: BEC ORDER# SHEET DRAWN BY',CLIENTGREATER MIAMI JEWISH FEDERATION
05-24-21 03-87057 2 OF 3 WH/AJR
BISCAYN E SURVEYORS 529 W FLAGLER ST,MIAMI,FL 33130 449 NW 35TH ST.BOCA RATON.FL 33431
ENGINEERS
PLANNERS TEL. (305)324-7671 TEL. (561)609-2329
ENGINEERING • n - • , E-MAIL:INFOOBISCAYNEENGINEERING.COM • WEBSITE WWW.BISCAYNEENGINEERING.COM
S !F CI TO ACCOMPANY'
LDQPL DESCRIPTION
EXHIBIT "A"
N0005'22'E ae5fln DETAIL
IDED
BRIDLE PATH (p)---.....------ >EC.
NOTT 34-53-42SF
ACCESS ON GRAPHIC SCALE N
EASEMENT N. N 0 0.5 1 GRAPHIC SCALE
csa• In
� ° 20 40
N89.59'40"W 15.00' $ '
0 1 inch = 1 ft. o �- / A.
—0.55' In '1 _ - 4 1 inch = 40 ft.
19TH STREET ` '
4. 1C N o‘+
I
�a
ORIGINAL LEASE PREMISES, LEASE AGREEMENT Z
(O.R.B. 19624 PG. 2665, AS ASSIGNED w L'N E, O 0
W O.R.B. 26450 P0.3252) a �Q. I ON
40' LOT I, BLOCK 7A z a c I w w
AMENDED PLOT OF GOLF COURSE SUBDIVISION 11 N Tr a
14.1 z OF THE ALTON BEACH REALTY COMPANY z,LIJ wii I +1 •
m I w CC
--"8
(P.B. 6, PC. 28) z w ►'^tea' vwi
2 `L-__.6_...:
LIMITS OF THE ORIGINAL LEASE PREMISES m ll``� w
Ly"` (O.R.B. 19624 PAGE 2665 N89.35'DO � JJ
O
J
/AS ASSIGNED O.R.B. 26450 PG.3252)
Z
15.CC ACN N•
! 3 -..a�I c. `--BUILDING LINE(P) N•
..e a a^ ADDITIONAL PREMISES VI
o a wbq EASEMENT �_ o
—35' 35' - ;n o J A PORTIOG. 26) 1 SEE DETAIL 3 O 9
v z (POB. 6, PG. 26) N n Sa
u ¢ wo w TOP LEFT) O N
INTER CTION OF HE �o y �n� J Q
SOUTHERLY PROLONGATION ,`:a �E wl BEARING BASIS NOO 5'22 E_/ t0 p
LOT OWI H THE TH T LINE OF WESTERLY w a c a NORTH R/W LINE OF 19TH ST4. . 64,59' I 0 05
PROLONGATION OF HE
SOUTH LINE OF LOT 1 P•0.B• 0
SOUTH'LINE OF LOT 1
589'59'40"E /[NORTH R/W LINE OF 19H ST. 216.43' _
589'59'40"EJ } EASTERLY i T
3.00' NORTH R/W LINE 0 PROLONGATION OF THE O
P•Q(,• NOO'OO'OO"E O-F 19TH STREET "+ SOUTH LINE OF LOT 1w
20.00' p
1 19TH STREET N89,9 40'W J `
L S89'59'40'E
35.00' 1N 15.00' N
LEGEND & ABBREVIATIONS LINE TYPES;
c. = CENTER LINE D.B. = DEED BOOK LIMITS OF LEGAL DESCRIPTION =
PG. = PAGE O.R.B. = OFFICIAL RECORDS BOOK R/W LINE =
P.B. = PLAT BOOK R/W = EXISTING RIGHT OF WAY CENTER LINE _
P.O.B. = POINT OF BEGINNING (P) = PER PLAT LOT LINE = — —
P.O,C. = POINT OF COMMENCEMENT LB = LICENSED BUSINESS BUILDING LINE =
THIS SKETCH TO ACCOMPANY LEGAL DESCRIPTION IS VALID ONLY WHEN
ALL SHEETS ARE COMBINED,FORMING THE COMPLETE DOCUMENT.
WE Li OE, 2021-10:21on EST FIE F:\99lEYV.RO,ECTS\E700f,\61057 IREM R WRI EY91 ITDERA1IO1\2 CAO\2.0119 V111:57-HAoowtl*MOM Leen EoesnnI-9elce&leld4e2
DRAWING No. 2325—SS-18 BwHIAJR FIELD BOOK:N/A THIS IS NOT A SURVEY
PROJECT: "ACCESSS EASEMENT"AT THE HOLOCAUST MEMORIAL
DATE: REV DATE. BEC ORDER# SHEET DRAWN BY CLIENT MIAMI JEWISH FEDERATION
05-24-21 03-87057 3 OF 3 VVH/AJR
BISCAYNE iRS
S 529 W.FLAGLER ST,MIAMI,FL 33130 449 NW 35TH ST,BOLA RATON,FL 33431
PLANNERS TEL. (305)324-7671 TEL. (561)609-2329
ENGINEERING •SINCE 1898• E-MAIL:INFO@BISCAYNEENGINEERING.COM •WEBSITE WWW.BISCAYNEENGINEERING.COM
EXHIBIT B
Concept Plan
[see attached]
"4_.,J 4
�,,� -� '\
.� GARDEN CENTER �
.E.:0 7--.4.;.4., .� . ` CONSERVATORY ...
Aiiiiiiiii
••• 4
I.
- I Alit
- , '' f I ,. HOLOCAUST l 4
. 1 MEMORIAL
\ _ .
' ' •" ,.
,_ 1
f
•
)' c 4' I BOTANICAL GARDEN 1
L----j 2 , •-4 ), c0NV:Kn0N
- f•
.%. - -� a .
— a...
PROPOSED BUILDING -. "
.. it
APPROX.7,000 SF '1j" : - '•,- ''° _ - ' 19TH STREET
441gt ''...111401111111
'44
P-OPOSED PARALLEL - •- 1 I
1- rk• P,k
ROPOSED PARALLEL .. .
.__
- PRIDE PARK ' ARKING
1,.
Aid. •
• „.. t
z
0 -. - 14
.' ' 1. ' ' s ,JA.,--ut-, '''''' -. , At- likilli.Ait ...if ii
4 Alinglif4:',
ARQUITECTONICA I H3 HOLOCAUST MEMORIAL CENTER A-002C CONCEPT PLAN a mi
1933-1945 Mendian Ave,Miami Beach.FL 33139 1) am +n+
NO COVES TRN4MSSRA REPRCOuCTIO S CR ELECTRONIC IIAEIIPUATION OF ANY PORTION OF'NESE DRAWINGS El WROTE OR N PART ARE TO M 140E W IMOUT TIE EXPRESS W WREN PEWI6SION OF NT OARTIERS.All DESIGNS INDICATED N THESE DRAWINGS ARE PROPERTY OF NJ PARTNERS All COPYRGNIS SERN ID414X,
EXHIBIT C
Insurance Requirements [City to confirm]
1. Evidence of Insurance. After the Effective Date and prior to any activity by Lessee
on the Additional Premises, and thereafter promptly following the City's request,
Lessee shall deliver satisfactory evidence of the required insurance to the City.
Satisfactory evidence shall be: (a) a certificate of insurance for all required coverage;
and (b) a copy of the actual insurance policy for builder's risk coverage. The City, at
is sole option, may request a certified copy of any or all insurance policies required
by this Amendment. All insurance policies must specify they are not subject to
cancellation or non-renewal without a minimum of 30 days notification by the insurer
to the City and the City's Risk Management Division, with a minimum of ten days'
notification by the insurer to the City and the City's Risk Management Division prior
to cancellation or non-renewal for non-payment of premium. Lessee will deliver to
the City, at least 30 days prior to the date of expiration of any insurance policy, a
renewal policy replacing any policies expiring during the Term of the Lease, or a
certificate thereof, together with evidence that the full premiums have been paid.
Premiums may be paid in annual installments. All certificates of insurance shall (i)
be in a form acceptable to the City, (ii) name the types of policies provided, (iii) refer
specifically to the Lease and this amendment; (iv) evidence the waiver of subrogation
in favor of the City as required by Section 9 below; and (v) evidence that coverage
shall be primary and noncontributory, and that each policy includes a Cross Liability
or Severability of Interests provision, with no requirement of premium payment by the
City. Lessee shall deliver, together with each certificate of insurance, a letter from
the agent or broker placing such insurance, certifying to the City that the coverage
provided meets the coverage required under this Amendment. The official title of the
certificate holder is "City of Miami Beach, Florida." Additional insured certificates for
the City shall read "City of Miami Beach, Florida", and shall be addressed to 1700
Convention Center Drive, Miami Beach, FL, 33139, Attn: Risk Management, 3rd
Floor.
2. Required Coverages. After Effective Date and prior to any activity by Lessee on the
Additional Premises, and thereafter, at all times during the Term, in addition to such
insurance as may be required by law, the Lessee shall procure and maintain, or
cause others to procure and maintain, without lapse or material change, the following
insurance, which may be provided through master blanket insurance policies:
(a) Commercial General Liability Insurance on a comprehensive basis, including
contractual liability, to cover the Additional Premises and Lessee's operations
and indemnity obligations, in an amount not less than $5,000,000 combined
single limit per occurrence for bodily injury and property damage. Such
insurance may be provided through a combination of primary and
excess/umbrella liability policies.
(b) Automobile Liability Insurance covering all owned, non-owned and hired vehicles
used by Lessee in connection with its operations under the Lease and this
Amendment in an amount not less than $1,000,000 combined single limit per
occurrence for bodily injury and property damage. Coverage must be afforded
equivalent to the latest edition of the Business Automobile Liability policy, as filed
by the Insurance Services Office (ISO).
(c) Builders Risk Insurance during the course of construction, issued in the name of
Lessee, the General Contractor and the City as their interests may appear, in
amount(s) not less than 100% of the insurable value of the Project completed
structure(s), covering perils on an "All Risk" basis, including flood, earthquake,
and windstorm. Policy(s) must clearly indicate that underground structures (if
applicable) and materials being installed are covered. Any deductibles are the
sole responsibility of Lessee.
(d) Workers' Compensation and Employers Liability Insurance with limits sufficient to
respond to Florida Statute §440. In addition, Lessee shall obtain Employers'
Liability Insurance with limits of not less than: (i) $500,000 Bodily Injury by
Accident, (ii) $500,000 Bodily Injury by Disease and (iii) $500,000 Bodily Injury by
Disease, each employee.
(e) Professional Liability. Lessee shall cause any architects or engineers to maintain
architects and engineers errors and omissions liability insurance specific to the
activities or scope of work such consultants will perform. If coverage is provided
on a "claims made" basis, the policy shall provide for the reporting of claims for a
period of five (5) years following the completion of all construction activities. The
minimum limits acceptable shall be $1,000,000 per occurrence and $3,000,000 in
the annual aggregate.
3. Premiums and Renewals. Lessee shall pay as the same become due all premiums
for the insurance required by this Exhibit C, shall renew or replace each such policy
and deliver to the City evidence of the payment of the full premium thereof prior to
the expiration date of such policy, and shall promptly deliver to the City all original
certificates of insurance and copies of all such renewal or replacement policies.
4. Adequacy Of Insurance Coverage. The adequacy of the insurance coverage
required by this Exhibit C may be reviewed periodically by the City in its sole
discretion. Except with respect to "CCIP" and "OCIP" policies, the City reserves the
right, but not the obligation, to review and reasonably revise the insurance
requirements every three (3) years, (including but not limited to deductibles, limits,
coverages and endorsements) provided such revisions are commercially reasonable,
customary and commonly available regarding properties similar in type, size, use
and location to the Additional Premises and the Project Improvements and further
provided that such coverage is available at commercially reasonable rates (including
fiduciary liability and directors and officers liability insurance). Lessee agrees that
City may, if it so elects, at City's expense, have the Project Improvements and
Additional Premises appraised for purposes of obtaining the proper amount of
insurance hereunder. Any review by the City shall not constitute an approval or
acceptance of the amount of insurance coverage.
5. City May Procure Insurance if Lessee Fails To Do So. If Lessee refuses,
neglects or fails to secure and maintain in full force and effect any or all of the
insurance required pursuant to this Amendment within 30 days after written notice
from the City to Lessee, the City, at its option, may procure or renew such insurance.
In that event, all commercially reasonable amounts of money paid therefor by the
City shall be paid by Lessee, together with interest thereon at the rate of four percent
(4%) per annum above the above the highest annual prime rate of interest published
from time to time in the Wall Street Journal "Money Rates" section or any successor
publication reasonably selected by the City, from the date the same were paid by the
City to the date of payment thereof by Lessee. Such amounts, together with all
interest accrued thereon, shall be paid by Lessee to the City within ten days of
written notice thereof.
6. Effect of Loss or Damage. Any loss or damage by fire or other casualty of or to
any of the Project Improvements on the Additional Premises at any time shall not
operate to terminate the Lease or this Amendment or to relieve or discharge Lessee
from the performance and fulfillment of any of Lessee's obligations pursuant to the
Lease and this Amendment. No acceptance or approval of any insurance agreement
or agreements by the City shall relieve or release or be construed to relieve or
release Lessee from any liability, duty or obligation assumed by, or imposed upon it
by the provisions of the Lease and this Amendment.
7. Proof of Loss. Whenever any Project Improvements, or any part thereof,
constructed on the Additional Premises shall have been damaged or destroyed,
Lessee shall promptly make proof of loss in accordance with the terms of the
insurance policies and shall proceed promptly to collect or cause to be collected all
valid claims which may have arisen against insurers or others based upon any such
damage or destruction.
8. Insurance Proceeds. All sums payable for loss and damage arising out of the
casualties covered by the property insurance policies shall be payable to Lessee for
restoration of the Project. Waiver of Subrogation. Where permitted by law, each
Party hereby waives all rights of recovery by subrogation or otherwise (including
claims related to deductible or self-insured retention clauses, inadequacy of limits of
any insurance policy, insolvency of any insurer, limitations or exclusions of
coverage), against the other Party and its respective officers, agents or employees.
9. Inadequacy of Insurance Proceeds. Lessee's obligations hereunder with respect
to Completion of Construction shall be absolute, irrespective of whether insurance
proceeds received, if any, are adequate to pay for said restoration.
10. No City Obligation to Provide Property Insurance. Lessee acknowledges and
agrees that the City shall have no obligation to provide any property insurance on
any Project Improvements or property of Lessee located on the Additional Premises.
If the City does maintain any property insurance coverage, Lessee acknowledges
that such insurance shall be for the sole benefit of the City and Lessee shall have no
right or claim to such proceeds.
11. Compliance. Lessee's compliance with the requirements of this Exhibit C shall not
relieve Lessee of its liability, or be construed to relieve or limit, Lessee of any
responsibility, liability or obligation imposed under any other portion of this
Amendment, the Lease, or by law, including, any indemnification obligations which
Lessee owes to the City.
12. Right to Examine. The City reserves the right, upon reasonable notice, to examine
the original or true copies of policies of insurance (including binders, amendments,
exclusions, riders and applications), or applicable portions of any master insurance
policy, to determine the true extent of coverage. Lessee agrees to permit such
inspections and make available such policies or portions thereof at the offices of the
City.
13. Personal Property. Any personal property of Lessee or of others placed on the
Additional Premises shall be at the sole risk of Lessee or the owners thereof, and the
City shall not be liable for any loss or damage thereto for any cause except as a
result of the gross negligence or willful misconduct of the City or its employees,
agents or contractors.
4826-2491-4150,v. 11
Page 1548 of 2012
witzrz'Oii To ACCOM PANT •
LRQAL DiallICIEUINP1011 .
EXHIBIT "A" •
Lor2
N o�/.
ORIGINAL LEASE PRESSES
4• 1►' O>G Y LEASE AGREEMENT
m I A / _ (O.R.D. 1964PC 6S_
Ef :707\\./ al I AS 11SSKi4ED QR.B. 26450 PG3252)
7 /I_► r i � ADCC 7A T OF 001F p
+e B R o,A4) ` _144
9UmM90N OFFAMED�1 BEAQ1 REALTY a
LOCATION MAP (P.B. •Pa.28) I a• t.)
1"=100' d '�
MIAMI BEACH,FLORIDA 'QLOT 1 k'
.1
i t
-E''
CC
C ,
/i
90DITIONAL PRE(IIISESY/ •
_19TH STREET_
SURVEYOR'S NOTES: SURVEYOR'S CERTIFICATE:
- LEGAL DESCRIPTION LIMITS WERE DETERMINED BY 1 HEREBY CERTIFY THAT THE ATTACHED 'SKETCH TO ACCOMPANY
INSTRUCTIONS PROVIDED BY THE CLIENT. LEGAL DESCRIPTION" WAS PREPARED UNDER MY RESPONSIBLE
CHARGE AND COMPLIES A17H THE STANDARDS OF PRACTICE FOR
- THIS IS NOT A SURVEY. SURVEYING AND MAPPING AS SET FORTH BY THE STATE OF FLORIDA
BOARD OF PROFESSIONAL SURVEYORS AND MAPPERS IN CHAPTER
THIS SITE LIES IN SECTION 34, TOWNSHIP 53 SOUTH, 5,1-17, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO CHAPTER
RANGE 42 EAST, MIAMI-DADE COUNTY, FLORIDA. 472.027, FLORIDA STATUTES
NOT VALID WITHOUT THE ORIGINAL SIGNATURE AND SEAL OF A
- BEARINGS SHOWN HEREON ARE BASED ON LEGAL FLORIDA LICENSED SURVEYOR AND MAPPER.
DESCRIPTION OF THE ORIGINAL LEASE PREMISES
RECORDED IN O.R.B. 19624, PG. 2665, ASSIGNED O.R.B. THIS IS NOT A SURVEY.
' 26450, PG. 3252, AND ARE REFERENCED TO THE NORTH
RIGHT OF WAY LINE OF 19TH STREET, HAVING AN BISCAYNE ENGINEERING COMPANY, INC.
ASSUMED BEARING OF N89 59'40'E. 529 WEST FLAGLER STREET, MUNI, FL 33130
(305)-324-7671
• - THE PURPOSE OF THIS SKETCH TO ACCOMPANY LEGAL STATE OF FLORIDA DEPARTMENT OF AGRICULTURE
LB-0000129
, DESCRIPTION IS TO DESCRIBE THE AREA SOUTH OF AND DATE: 05-24-2021
' ADJACENT TO THE ORIGINAL LEASE PREMISES" AT THE
HOLOCAUST MEMORIAL ("THE ADDITIONAL PREMISES"),
BEING A PORTION OF THE LANDS, IDENTIFIED AS FOLIO:
i
02-3234-007-0040,
- THE HEREIN DESCRIBED LANDS CONTAIN AN AREA OF WOLFGANG S. HUECK, PSM, FOR THE FIRM
' 11,549 SQUARE FEET (0.265 ACRES) MORE OR LESS. PROFESSIONAL SURVEYOR AND MAPPER NO. 6519
STATE OF FLORIDA
I THIS SKETCH TO ACCOMPAN, LEGAL DESCRIPTION:S HALD ONLY WHEN
I ALL SHEETS ARE COMBINED.FORMING THE COMPLETE DOCUMENT.
DATE Ln M. BM-Sflan EST ME:FASNUENPY6R'S\970M.V7057 32E0E9 ANA,E11191 FEOE.ATWAS EAOu.09S\19,057-"aeLaat aa,ITa Mane.Emma-WH !Laptev,
DRAWNG No. 2325—SS-13 BWH/AJR; FIELDBOOK:N/A -�- S IS NOT A SURVEY I�
PROJECT: "ADDITIONAL PREMISES"AT THE HOLOCAUST MEMORIAL
DATE: ;REV DATE: BEC ORDER#! SHEET DRAWN BY'CLIENT
05-24-21 1 0387057 1OF3 VVH/AJR GREATER MIAMI ,;SWISH FEDERA-ION
I� BISCAYNE SU VEYORB' 529 W.FLAGLER ST,MIAMI,FL 33130 449 NW 35TH ST,BOCA RATON,FL 33431
ENGINEERSTEL. (305)324.7671 I TEL. (561)609-2329
PIANNON
ENGINEERING •S'NCE 1E98• E-MAIL:INFO@BISCAYNEENGINEERING.COM •WEBSITE:WWW.BISCAYNEENGINEERING.COM
Page 1549 of 2012
*XETC�I TO ACCOMPANY
LEGAL DESCRIPTION
EXHIBIT "A"
LEGAL DESCRIPTION (ADDITIONAL PREMISES):
A portion of Lot 1, Block 7A, together with a portion of the 30 foot wide BRIDLE PATH (PRIVATE
PROPERTY) lying east of and adjacent thereto, all as shown on AMENDED PLAT OF GOLF
COURSE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 6, at Page 26, of
the Public Records of Miami-Dade County, Florida, being more particularly described as follows:
Commence at the intersection of the centerlines of 19th Street and Meridian Avenue;thence South
89°59'40" East along the centerline of 19th Street a distance of 35.00 feet;thence North 00°00'00"
East, departing said centerline a distance of 20.00 feet to the intersection of the the southerly
prolongation of the West line of said Lot 1 with the westerly prolongation of the South line of said
Lot 1;thence South 89°59'40" East along the westerly prolongation of said South line, a distance
of 3.00 feet to a point on the East Right-of-Way line of Meridian Avenue, according to the Deed
Book 4349, Pages 439, 440, 442, and 443 of the Public Records of Dade County(now
iMiami-Dade County), Florida;thence continue South 89°59'40" East along said westerly
prolongation and along the South line of said Lot 1,a distance of 36.05 feet to the POINT OF
BEGINNING of the herein described parcel of land;the following two courses are along the Limits
of the Original Lease Premises: (1)thence North 00°25'00"West, a distance of 63.26 feet; (2)
thence North 89°35'00" East, across a portion of said Lot 1 and a portion of said BRIDLE PATH
(PRIVATE PROPERTY), a distance of 180.95 feet to a point being 15.00 feet west of the most
southeasterly corner of said Original Lease Premises; thence South 00°05'22"West, across said
BRIDLE PATH a distance of 64.59 feet;thence North 89°59'40" West, along the South line of said
Lot 1 and the easterly prolongation thereof, a distance of 180.38 feet to the POINT OF
BEGINNING.
Said LANDS located, lying and being in the CITY OF MIAMI BEACH, FLORIDA, and containing an
area of 11,549 square feet (0.265 acres) more of less.
' I
THIS SKETCH TO ACCOMPANY LEGAL DESCRIP^ON IS VALID ONLY OMEN
ALL SHEETS ARE COMDtNED,FORMING'IE COMPLETE DOCUMEN.
WR Jan ON 7021-P57an ENT Ru[:FASM:ARRACINUmm'AI7O57 GRFAIFR WNN,EW911IDERATION',L CAO\7.ONC\07057-Mtlxarrt*mai/Milford Premium-SSe$th a leplaq
DRAWING No. 2325—SS 3 BY
WHAAJR FIELD BOOK:N/A THIS IS NOT A c PVEV
'PROJECT: "ADDITIONAL PREMISES"AT THE HOLOCAUST MEMORIAL
DATE:
'REV DATE: I BEC 03-87057R# SHEET 20F3 'DRAWNRBY'CLIENTGREATER MIAMI JEWISH l DERATiO
�A BISCAYN E SURVEYORS I 529 W.FLAGLER ST,MIAMI,FL 33130 449 NW 35TH ST,BOCA RATON,FL 33431
ENGINEERS TEL. (305)324-7671 TEL. (561)609-2329
PLANNERS
ENGINEERING s- E-MAJL:INFO .BISCAYNEENGINEERING.COM •WEBSITE:WWW.BISCAYNEENGINEERING.COM
Page 1550 of 2012
sXCE'I'CH TO ACCONEPANY
LEGAL DECfIPPIO t
EXHIBIT "A" N
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it '
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4a a n o ] iach = 40 ft.
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, I
ORIGINAL LEASE PREMISES p
w 40, LEASE AGREEMENT J? .. ...-•.
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I .- (0.R.8. 19624 PG. 2665, AS ASSIGNED O.R.B. W o /)
H 26450 PG.3252) In w to, W ��
*6 ... 1 w fn l" O
g LOT 1, BLOCK 7A 8 o.! y 4 I E
tij ].2 o AMENDED PLAT OF GOLF COURSE SUBDMSIO.'Y y ,W a w 1d , 0 N
- '`< OP THE ALTON BEACH REALTY COMPANY i z`�/'{• . f; L T
a Y (P.B. 6, PC. 26) c. 82 S 4 A .
a
,I Z ,`,�': 6a
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r S "NITS OF THE ORIGINAL EASE PREM:SES B I fes
z , (O.R.B. 19624 PAGE 2665 N89'35'00"E --�
Lu 6 d As ASS O.R.B. 2645C PG.3252; \ 'S.0
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wo 6a In N ADDITIONAL PREMISES A PORTION OF. N o 4
mJ w N P'.1 BRIDLE PATH ., 01 in y
!NTERiEC',ON 0- 'HE w� y c to _n
aD�*.ERLY PROLDNcar:DN : o aL. g A PORTION OF LOT 1 fpps
OF THE1 WEST :NE OF v J�z (P.B. 6. PG. 26) to p 0
LOT 1 WITH THE WESTERLY = ,n In �' � rn o
PR0LON♦;'.ATION OF THE co P.O.B. SOUTH ;:NE 2
SOU:-r-NE OF _0' '111111G 0 co
i / N8959'40"W ,c` -c.. /80.38'
58959'40` , it f - }
L t.BEARING BASIS LNORTH R/W LINE
3.00' : NOR'h R/W L'NE c OF;9-1.1 S-RFE' -0
PAC ` Noonno E or '9TH STREE' n NORTH R/W LINE OF 19TH STREET N
PAC)
20.c(' • f —1 _ I
1 S89'S9'a0"'c I WESTERLY 19TH STREET EASTERLY !
35.OD' 'ROLCNGA'ON OF THE cai RRO_DNGATON OF THE- N
SOU' .INE OF.0?' SOI.'- -.NE OF LOT '
4N -- ------ �_i—I
LEGEND & ABBREVIATIONS UNE
P{ = CENTER LINE
D.B. = DEED BOOK OMITS OF LEGAL DESCRIPTION =
PG. = PAGE O.R.B. = OFTIGAL RECORDS BOOK R/W UNE = --—
P.B. - PLAT BOOK R/W = EXISTING RIGHT OF WAY CENTER UNE _ - -
P.0.5. = POINT OF BEGINNING (P) = PER PLAT LOT UNE _ — — —
P.O,C. = POINT OF COMMENCEMENT LB = UCENSED BUSINESS
THIS SKETCH TO ACCOMPANY LEGAL DESCRIPTION IS VALID ONLY WHEN
ALL SHEE'S ARE COMBINED,FORMING THE COMPLETE DOCUMENT.
OME As CA mtl-Apes ESE NE:EASJ YyFMGECISW AIIOSI DEAtEM OM LSO IIDEMAOOM\T SAV.Olf\i E7C57-Meemut Mestrd Additlans.P'es.MF Won E..wV eA
DRAWING No. 2325—SS-1 3 !BwHiAJR1 FIELDBOOK:N/A THS IS NOT A SURVEY
PROJECT: "ADDITIONAL PREMISES"AT THE HOLOCAUST MEMORIAL
DATE: REV DATE: BEC ORDER#' SHEETDRAWNBY'CLIENTGREAT-R MIAMI vEVVISH FEDERATION
05-24-21 03-87057 3 OF 3 I WHIAJR
BI�SCAYN E SURVIVOR,I 529 W.FLAGLER ST.MIAMI,FL 33130 I 449 NW 35TH ST.BOCA RATON,FL 33431
ArlAN14 TEL. (305)324-7871 TEL. (561)609-2329
ENGINEERING •$INCE 1$99-; EMAIL:INFO4IBISCAYNEENGINEERING.COM •WEBSITE:WWWBISCAYNEENGINEERING.COM
Page 1551 of 2012
Page 1552 of 2012
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ARQUI TECTONICA /H3 HOLOCAUST MEMORIAL CENTER A-002C CONCEPT PLAN 3 430 5' 9GEE
' CATE 061521
'x,9 lgit53 PONif2 Ave,Miami Beach,FL 33139
NO COPES.TRANSMISSION REPRODUCTIONS OR ELECTROVC MAIPIAATION or ANY PORTION OF MESE DRAWINGS IN WHOLE OR IN PART ARE TO SE MADE WITHOUT THE EXPRESS WRITTEN PERMISSION Of 143 PARTNERS.AEE DESIGNS INDICATED W THESE DRAW NGS ARE PROPERTY OF RI PARTNERS.ML COPYRIGHTS RESERVEO1C)2021
Page 1554 of 2012
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City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov
PLANNING DEPARTMENT MEMORANDUM
TO: Alina T. Hudak, City Manager
FROM: Thomas R. Mooney, AICP
Planning Director
DATE: June 23, 2021
SUBJECT: Planning Analysis of Proposed Amended Lease Agreement — Holocaust
Memorial
BACKGROUND
Section 82-38 of the Code of the City of Miami Beach requires that any proposed sale or lease
of City-owned land be analyzed from a planning perspective so that the City Commission and
the public are fully apprised of all conditions relating to the proposed sale or lease.
The proposed amended lease agreement applies to the Holocaust Memorial site, located at
1933-1945 Meridian Avenue. The Memorial was opened in 1990. Since 2008, the Memorial
has been successfully operated and maintained by the Greater Miami Jewish Federation, Inc.
(the "Federation"). Although the visitor experience at the Memorial is impactful, the Memorial
lacks facilities that would permit the presentation of changing exhibits, lectures and other
programming and related activities. The proposal is to extend the lease to include the
adjacent City-owned surface parking lot located at 775 19th Street, which is approximately
12,000 SF, and provide the Federation with the ability to design, construct, operate and
maintain a cultural center at the Memorial, at the Federation's sole cost and expense. The
proposal also extends the lease agreement for an additional 21 years, for a total term of 99
years.
The proposed cultural center would consist of approximately 7,000 square feet for learning
and education space, exhibition space (both temporary and permanent), performance space
and outdoor landscaped areas (collectively, the "Project"). The Project is intended to activate
the Memorial through interactive and other programming to reach broader audiences by
educating students and the public about tolerance, human rights and the need for global
understanding and community.
The proposal requires approval by the City Commission and approval by sixty (60%) of the
voters in a Citywide referendum. The following is an analysis based on the criteria delineated
in the Code:
ANALYSIS
1. Whether or not the proposed use is in keeping with city goals and objectives
Page 1555 of 2012
Planning Analysis of Proposed Amended Lease Agreement—Holocaust Memorial
June 23, 2021 Page 2 of 3
and conforms to the city comprehensive plan.
Consistent- The site will continue to be used in the same fashion as it is today and
conforms with the City's goals and objectives and conforms to the City's
Comprehensive Plan.
2. The impact on adjacent property, including the potential positive or negative
impacts such as diminution of open space, increased traffic, noise level or
enhanced property values, improved development patterns and provision of
necessary services. Based on the proposed use of the property, the city shall
determine the potential impact of the project on city utilities and other
infrastructure needs and the magnitude of costs associated with needed
infrastructure improvements. Should it become apparent that further evaluation
of traffic impact is needed, the proponent shall be responsible for obtaining a
traffic impact analysis from a reputable traffic engineer.
Consistent - Since the proposal allows for the continuation of an existing use that
has proven to be successful and a small expansion for a cultural center, no negative
impacts are anticipated by the proposal. The area will continue to be used in the same
manner as it is today. The community center will be built on a surface parking lot so
there will be no diminution of useable open space. Pursuant to the ITE 9th Edition Trip
Generation Manual, the 7,000 SF facility would likely generate 1 vehicle trip during
peak hours, as such, there would be a de minimis impact on traffic. Property values
and the provisions for services will not change.
3. A determination as to whether or not the proposed use is in keeping with a
public purpose and community needs, such as expanding the city's revenue
base, creating jobs, creating a significant revenue stream, and improving the
community's overall quality of life.
Consistent- This proposal is in keeping with a public purpose and community needs
by educating the community on the history of the Holocaust with the goal of illuminating
the dangers of antisemitism, racism, persecution, and other hatreds through the lens
of those who perished during the Holocaust in Europe from 1939 to 1945. The
Memorial has conducted significant educational programming for students, and the
community center will allow for additional educational opportunities.
4. A determination as to whether or not the development is in keeping with the
surrounding neighborhood, will block views or create environmental intrusions,
and evaluation of the design and aesthetic considerations of the project.
Consistent - The surrounding neighborhood will not be negatively affected. The site
will continue to operate in the same fashion as it does today. The proposed community
center will be adjacent to the existing memorial, the Miami Beach Botanical Garden,
and Pride Park, and will not obstruct views or create environmental intrusions to
adjacent properties.
5. The impact on adjacent properties, whether or not there is adequate parking,
We are committed'o provid'ng excellent oubttc service^r::so`e'✓ .vho :ve work,and play n ar vibrant, tropicar, historic community.
Page 1556 of 2012
Planning Analysis of Proposed Amended Lease Agreement—Holocaust Memorial
June 23, 2021 Page 3 of 3
street and infrastructure needs.
Consistent— The proposal is to utilize an existing surface parking lot which contains
22 public parking spaces, of which 5 are designated for the memorial. While there will
be a small loss of a surface parking spaces, the site is in very close to proximity to the
City Hall Garage, 17th Street Garage, and the new Convention Center parking. As
such, there are sufficient spaces in the immediate vicinity to meet the needs of the
expanded memorial. Additionally, it is expected that many of the visitors to the
memorial will get to the site via alternative means of transportation such as walking or
biking. Therefore, the proposed lease amendment and extension will not affect the
parking or infrastructure needs of adjacent properties.
6. Such other issues as the city manager or his authorized designee, who shall be
the city's planning director, may deem appropriate in analysis of the proposed
disposition.
Not applicable - The Planning Department has no other issues it deems appropriate
to analyze for this proposal.
CONCLUSION
The proposed amended and extended lease agreement is consistent with the Goals,
Objectives, and Policies based on the proposals for the property. The lease amendment will
generate no negative impacts for the surrounding area. The property would continue to serve
in the same fashion as it does today.
We ore comm,rted to providing excellent public service and so`e i to al who,ive work,and p!ay in our vibrant tropical,historic community.
Page 1557 of 2012