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HomeMy WebLinkAbout3rd Amendment to JCC Lease Agreement P (JO f:, - ;2 ''< ~:; ~/~t THIRD AMENDMENT TO AMENDED AND RESTATED/CONSOLIDATED LEASE This Third 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 !l!!-day of ..rUNe ,2006 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 15.7 and 15.8 that set time limits for the completion of construction plans and the obtaining of a final building permit*; and 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 entered into a Second Amendment to the Amended and Restated/Consolidated Lease on October 13, 2004, extending the deadline for submitting the design drawings for the proposed buildings to the Design Review Board for review and approval; and fif WHEREAS, while the JCC secured Design Review Board approval for its new design, changes to the internal layout and program of the proposed buildings have delayed the completion of the construction drawings; and WHEREAS, the re-design of the internal layout of the buildings has made it impossible for the JCC to comply with the Lease's deadlines related to the submittal of construction plans to the City Manager and the obtaining of a final building; 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 15.7 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 t'vvelve sixteen months from the date on which the DRB approves the Proposed Improvements (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. 2. 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 approvat for the Proposed Improvements but not more than six years and three months 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 2 J1I- 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, (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 funds and/or construction financing commitments to timely commence and complete construction as provided herein. 3. 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 and the Second 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 or the Second Amendment to the Restated/Consolidated Lease Agreement, the provisions of this Third Amendment shall govern. SIGNATURES ON NEXT PAGE 3 rfIf- 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: CITY OF MIAMI BEACH I!fkuf ftLtck ~~ ] Vice-Mayor Jerry Libbin Dmr;;u:,4ut/'".t.,.,1If I ' 2006 Robert Parcher, City Clerk Witnesses: MIAMI BEACH JEWISH COMMUNITY CENTER, INC., a Florida corporation not-for-profit 8Y~~ Name: .:r~. Sp;\\ Title: {>les\cL:~T" ~- '- ..0 Print Name: '..uuA OR.0Ci\l':" "c ~~.a)2 . , Print Name: 6~. cUG- (1)tJ Dated: ~ .5 { ,2006 APPROVED AS TO FORM AND LANGUAGE AND FOR EXECUTION: (2~__ ~ ~ cid;;~ Dated: ~ d" , 2006 4 ~