Miami Beach Jewish Community
:l 00'/ - 2- $"'72- tJ
SECOND AMENDMENT TO AMENDED AND RESTATED/CONSOLIDATED
LEASE
This Second Amendment to the Amended and Restated/Consolidated Lease
Agreement, dated July 12, 2000, (the "Lease"), made and entered into at Miami Beach,
Miami-Dade County, Florida, this J31t.o.ay of OCTlJ~{rfl..., 2004 by and between:
CITY OF MIAMI BEACH,
a Florida municipal corporation
(hereinafter referred to as "Lessor")
and
MIAMI BEACH JEWISH COMMUNITY CENTER, INC.,
a Florida not-for-profit corporation
(hereinafter referred to as "Lessee")
WITNESSETH:
WHEREAS, on June 3, 1981 the City first leased to the Jewish Community
Centers of South Florida, Inc. ("JCCSF"), the City-owned property located at 4221 Pine
Tree Drive, also known as lots 5, 6 and 7 of Flamingo Bay Subdivision, as recorded in
Plat Book 6 at Page 101 of the public records of Miami-Dade County, Florida
("Property") (Resolution 81-16678); and
WHEREAS, JCCSF's lease was amended and extended on three occasions, such
that the lease term extended through October 31, 2015, with two additional ten-year
options, and was assigned to Miami Beach Jewish Community Center, Inc. ("JCC"), a
not-for-profit corporation (Resolutions 84-17863, 85-18280, and 88-19226); and
WHEREAS, on July 12, 2000, the Mayor and City Commission adopted
Resolution No. 2000-23994 approving an Amended and Restated/Consolidated Lease
Agreement ("Lease") with the JCC for the Property, subject to referendum, which was
duly held and approved, which included provisions in Lease Paragraphs 15.4 and 15.5
that the JCC present Preliminary Plans and Specifications to the City, and make
application to the City's Design Review Board ("DRB") for review and approval of
same, no later than "three years from the Commencement Date" of the Lease, which is
November 8, 2003; and
WHEREAS, while the JCC timely submitted the Preliminary Plans and
Specifications as required, they were not accepted by the Administration, which cited
inconsistencies with the originally approved Concept Plan, the City Commission has not
yet reviewed and approved such plans, and the JCC has requested that the City allow it
additional time to work with the City on approving the Preliminary Plans and
Specifications, and consider extending the deadline of its requirement to make
application to the DRB; and
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WHEREAS, the City and JCC entered into a First Amendment to the Amended
and Restated/Consolidated Lease on October 15, 2003, extending certain dates as
provided for therein; and
WHEREAS, the City and JCC have agreed to continue working towards a
mutually acceptable set of Preliminary Plans and Specifications, and to extend the
deadline for the JCC to make application to the DRB, as per amendments provided for
herein; and
NOW THEREFORE, the Lessor and the Lessee, for an in consideration of the
mutual covenants, agreements and undertakings herein contained, and in further
consideration of the improvements herein mentioned, and to be made; do by these
presents mutually covenant and agree as follows:
1. Paragraph 15.4 is amended as follows:
15.4 Lessee shall submit its Preliminary Plans and Specifications to Lessor's City
Manager for approval within three yeafG ef the Cemmeaeemeat Date on or before
February 8. 2005. The City Manager shall have twenty (20) Business Days to review the
Preliminary Plans and Specifications. If the City Manager concludes that the Preliminary
Plans and Specifications are materially inconsistent with the Concept Plan, the City
Manager shall, and in any event the City Manager may, submit the Preliminary Plans and
Specifications to the City Commission for its review and approval as Lessor (acting in its
proprietary capacity as owner of the Property), at a the next available City Commission
meeting that is mutually agreeable to Lessor and Lessee, which agreement shall not be
unreasonably withheld, not to extend beyond March 31, 2005. along with a written report
of the Administration's review and recommendations, including a review and
recommendation from the City's Planning Director. The City Commission may refer the
matter to the City's Planning Board for its review and recommendations before acting
thereon. If Lessor disapproves the Preliminary Plans and Specifications, then Lessee
shall, at its election, either (a) submit Lessor's disapproval to mediation as provided in
this Lease, as to the reasonableness of the disapproval, or (b) submit a revised
modification to the Preliminary Plans and Specifications to meet Lessor's objections,
which revised modification shall be submitted and reviewed as provided above. Failure
of the Lessee to seek mediation or submit revised Preliminary Plans and Specifications
within sixty days from the date of Lessor's disapproval, shall constitute a Default under
this Lease. Along with the Preliminary Plans and Specifications. Lessee shall submit to
Lessor a funding plan showing that Lessee will have sufficient funds to timely commence
and complete construction as provided herein.
2. Paragraph 15.5 is amended as follows:
15.5 Lessee shall, within two months of Lessor's approval of the Preliminary
Plans and Specifications, but no later than Neyember 8, 2004 May 6. 2005, submit an
application for approval of the design for the Proposed hnprovements to the City's
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Design Review Board and to other City boards, as applicable. Failure of the Lessee to
submit its application, as provided in this Section, to the DRB, by the date wmeh is two
momhs Hom the reeeiflt of Lessor's fiaal aJ'lflfO'/a-l as aseye flrovided shall constitute a
Default under this Lease. Lessee shall pursue approval of its applications to the City
boards, as applicable, diligently and in good faith.
3. Paragraph 15.7 is amended as follows:
15.7 Plans and Specifications. Upon receipt of the DRB's approval of the
Proposed Improvements, and all other City boards' approvals, as applicable, Lessee shall
prepare for review by Lessor construction Plans and Specifications for construction of the
Proposed Improvements, consistent with the Preliminary Plans and Specifications, as
approved by the Lessee, the DRB, and other City boards, as applicable. The Plans and
Specifications shall be submitted to the Lessor (acting in its proprietary capacity as owner
of the Property) within twelve months from the date on which the DRB approves the
Proposed Improvements, slit fie later thaR five years Hem the COHlffiooeemeRt Date (if
appealed by third parties, the time shall run from the issuance of a final nonappealable
order). The Plans and Specifications, or modifications thereto, shall be reviewed by the
City Manager, within twenty (20) business days, except for modifications thereto, which
shall be reviewed within ten (10) business days, solely for consistency with the
Preliminary Plans and Specifications as the same may have been modified by the DRB or
other City boards, as applicable. If Lessor disapproves the Plans and Specifications, then
Lessee shall, at its election, either (a) submit Lessor's disapproval to mediation as
provided for in this Lease, as to the reasonableness of the disapproval, or (b) submit a
revised modification to the Plans and Specifications to meet Lessor's objections, which
revised modification shall be submitted and reviewed as provided above. Lessee shall
pursue approval by the City of the Plans and Specifications diligently and in good faith.
4. Paragraph 15.8 is amended as follows:
15.8 Conditions Precedent to Lessee's Commencement of Construction of the
Proposed Improvements. Lessee shall obtain a final Building Permit in accordance with
the DRB approval, for the Proposed Improvements by but not more than fWe six years
from the Commencement Date and failure to do so shall constitute a Default under this
Lease. Lessee shall pursue issuance of a building permit by the City diligently and in
good faith. Lessor's remedy for this Default, and for all defaults under this Article 15 for
failure to follow the time schedule under this Article related to the Proposed
Improvements, shall be limited to a reversion of the duration of the Lease term to that last
provided in the Prior Agreements, to a termination date of October 31, 2015, with two
ten-year lease options by Lessee. In such event, all other remaining provisions of this
Lease shall remain in full force and effect. Lessee shall not commence construction of
the Proposed Improvements unless and until (a) Lessee shall have obtained and delivered
to Lessor copies of all final Permits and Approvals required to commence construction,
afHi (b) Lessee shall have delivered to Lessor original certificates of the policies of
insurance required to be carried pursuant to this Lease, and (c) Lessee shall have
submitted to Lessor evidence satisfactory to the City Manager that Lessee has sufficient
MIA:250402:2
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funds and/or construction financing commitments to timely commence and complete
construction as provided herein.
5. Paragraph 15.11 is amended as follows:
15.11 Commencement and Completion of Construction of the Proposed
Improvements. Lessee shall at its expense (a) commence construction on or before sixty
(60) days after all permits and approvals necessary for the commencement of
construction are issued, bl:lt no later tfum five years from the COmHI.6fle6m6Bt Date (the
"Construction Commencement Date") and (b) thereafter continue to prosecute
construction of the Proposed Improvements with diligence and continuity to completion.
"Commence Construction" or "Commencement of Construction" means the
commencement of major work (such as pilings or foundations) for construction of the
Proposed Improvements. Promptly after Commencement of Construction, Lessee shall
notify Lessor in writing of the date of such commencement. Any and all preliminary site
work (including, without limitation, any environmental remediation and ancillary
demolition) shall not be deemed to be Commencement of Construction. If, after Lessee
has commenced construction, Lessee fails to diligently prosecute construction of the
Proposed Improvements (subject to unavoidable delays), and such failure continues
(subject to unavoidable delays) for thirty (30) consecutive days after Lessee's receipt of
notice of such failure, Lessor shall, in addition to all of its other remedies under this
Lease, have the right to seek such equitable relief (either mandatory or injunctive in
nature) as may be necessary to cause diligent and continuous prosecution of construction
of the Proposed Improvements (subject to unavoidable delays) by Lessee, it being
understood that construction of the Proposed Improvements is a material inducement to
Lessor to enter into the Lease and monetary damages shall be inadequate to compensate
Lessor for harm resulting from such failure. Notwithstanding anything to the contrary
contained herein, if Lessee fails to substantially complete construction of the Proposed
Improvements by the date provided for in this Lease, then the same shall constitute a
default under this Lease.
6. Except as otherwise specifically amended herein, all other terms and
conditions of the Amended and Restated/Consolidated Lease Agreement, together with
the First Amendment to the Restated/Consolidated Lease Agreement by and between the
Lessor and Lessee shall remain in full force and effect. In the event there is a conflict
between the provisions provided herein and the Amended and Restated/Consolidated
Lease Agreement and the First Amendment to the Consolidated Lease Agreement, the
provisions of this Second Amendment shall govern.
SIGNATURES ON NEXT PAGE
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IN WITNESS WHEREOF, the Lessor and Lessee have hereunto affixed their
respective hands and seals at the place, and on the day and date first hereinabove written.
Signed, sealed and delivered in the presence of:
Attest:
~<rf~
Witnesses:
IJ~~
Print Name: ])C{ r, n 7), /} e'-:
\/I11kf;~/f~~
Print Name: ~A f'[)hfilf fc-/~
APPROVED AS TO FORM
AND LANGUAGE
AND FOR EXECUTION:
#/1 fdJuJJ---
City Attorney 1ff-
Dated: Ie - 9'- () L( ,2004
,2004
M~IBEACHJE~SH
COMMUNITY CENTER, INe.,
a Florida corporation not-for-profit
By, ~..J,
Name:' . yt',H
Title: rer tt'u:;
Dated: }/{}lI /0
,2004
F:\attoIHELG\AgreementsVCC\City of Miami Beach Lease_ICC by City 100404.DOC
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