Fifth Amendment Miami Beach Jewish Community Center10/10/2007 15:02 3053776222 BERCOW RADELL PAGE 04107
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FII~"T'H AMENDMENT TO AMENDED AND RESTATEDlCONSOLIDATED
LEASE
This Fifth Amendment to the Amended and Restated/Cansalidated Lease
A.g:ree:;nent, dated July 12, 2000, {the "Lease"), made and entered into at Miami Beach,
Miam: i-Dade County, Flari.da, this _ day of , 20U7 by and between:
CITY OF MIAMI BEACH,
a Florida rnunicipal corporation
{hereinafter referred to as "Lessor")
and.
MIA,J1~Z 13EA,Cl"I JEWISFI COMMUNITY C~VTER, INC.,
a Florida not-fox-profit corparatioz,
(hereinafter referred to as "Lessee'")
WITIVESSETS:
WHEREAS, on June 3, 19$1 the City fu~st leased to the Jewish Community
Centers of South Florida, Inc. ("JCCSF"), the City-owned property located at 4221 Pine
Tree l:lrive, also Imown as lots 5, 6 and 7 of Flamingo Bay Subdivision, as recorded in
Plat ::!cook 6 at Fage I01 of tb~e public retards of Miami-Dade County, Florida
("Pro~~~erry"} (Resolution 81-1G678); and
WHEREAS, JCCSF's lease was amended and e~ter~ded an three accasio;as, suclx
that t:~e Iease term extended through October 31, 2015, with two additional ten-year
option>, and was assigned to Miami Beach Jewish Community Center, Inc. ("JCC"), a
not-fe:°-profit corporation (Resolutions 84-17863, 85-182$0, and $$-19226); and
WHEREAkS, ort July 1.2, 2000, the Mayor anal City Cammissi.on adopted
Resolution No. 2000-23994 approving an Amended and RestatedlConsolidated Lease
Agree;:nent ("Lease") with the JCC for the Property, subject to referendum, which was
duly ln~ld axed approved, which included pxovi.sians in. Lease l~aragrapl~s ].5.$ and 15.11
that s~:t time limits for the obtaining of a final building permit and the commencement of
cvnstz•~.iction; and
WHEREAS, the City and JCC entered into a First Amendment to the Amended
and k~,estated/Consalidated Lease on October l5, 2003, extending certain dates as
provided. for therein; and
W]~E~REA,S, the City and JCC entered into a Second Amendment to the
Amended atad Restated/Consolidated Lease on October 13, 2004, extending the deadline
for su~;~mitting the design drawings for the proposed buildings to the Design Review
Board for review and approval; and
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WHEREAS, the City and. TCC entered into a Third A.rkaendment to the ,A.nr~ez~,ded
and R~astatedlConsolidated Lease on ,extending deadlines related to the
pravi.,ion of building permit plans to the City Manager and for the approval of the
require^d building permit; and
'WHEREAS, the City and JCC entered into a Fourth Amendment to the Amended
and R~stated/Consolidated Lease an ,extending deadlines related to the
provi, ion of a final building permit and the commencement of construction; and
V4rIi~REAS, permitting and funding delays have made it impassible for the JCC
to car.:iply with the Lease"s deadlines related to the issuance of a final building permit for
the de~~~elopment plan and the cotnmence~oaeot of cortstxucti.on; and
NpW TII;iEII~E>FORE, the Lesser and the Lessee, for an in consideration of the
mutur.l covenants, agreements and undertakings herein contained, and in further
consideration of the improvements herein mentioned, and to be made; do by these
preser.~ts rxlutually covenant and agree as follows.
1. Paragraph 15.5 is amended as follows:
15.8 Cozaditions Precedent to Lessee's Comz~aeracement of Construction of the
Proposed Improvements. Lessee shall obtain a final Building Permit in accdrdarace with
the D]~,.B approval, far the Proposed Improvements but not mare than sever years a~d~ix
montr~~, from the Commencement Date and failure to do so shall constitute a Default
under I:his 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 fo:: failure to follow the time schedule under this Article relaxed tv the Proposed
Irnpro~,~ements, shall be limited to a reversion of the duration of the Lease term to that last
provic[ed in tl~e Prior A,greementa, to a ten:tainatio~a date of October 31, 2015, with two
ten-ye:~r lease options by Lessee. In such event, all other remaining provisiozts of this
Lease shall remain in full farce and effect. Lessee shall not commence canstructior~ of
the Pr~rpased Improvements unless and until (a) Lessee shall have obtained and delivered
to Lei;;'or copies of all final Pez~n:its azxd Approvals required to commence construction,
(b) Le ~ ;see shall have delivered to Lessor original certificates of the policies o£ in~suraz~ce
requir~:d to be carried pursuant to this Lease, and (c) Lessee shall have submitted tp
Lessor: evidence satisfactory to the City Manager that Lessee has sufficient funds and/or
constxiaction fur~ancing commitments to timely commence and complete construction as
provicL~d herein.
2. Paragraph 15.11 is amended as follows:
i S.l. l Caz:aumencement and Completion of Construction of the Pmposcd
Impra~rements. Lessee shall at i.ts expense (a} commence construction on or before shy
~H9~dEi~ ozze hundred twenty (120) days after all permits and approvals necessary for the
commencement of construction are issued (tlae "Constz'uctaon Commencement Date") and
(b) th::reafter continue to prosecute constAVCtaon of the Proposed Improvements with
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10/10/2007 15:02 3053776222 BERCOW RADELL PAGE 06107
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diliger.~ce and continuity to completion. "Gonaznence Construction" ar "Commencement
of Construction" means the coxnrxaencernent of major work (such as pilings or
found":~tians} for construction of the Proposed Improvements. Promptly after
Comn;;encement of Construction, Lessee sha11 notify Lessor in. writing of the date of such
commencement. Any and all prelirn.inary site work (including, without limitation, any
envira~unental remediatian and ancillary demolition) shall not be deemed to be
Comn;.encement of Construction. If, after Lessee has commenced construction. Lessee
foals t~,~ cliliger~tly prosecute construction of the Proposed Improvements (subject to
unavo;dable delays), and such failure continues (subject to unavoid$ble delays) for thirty
(30) c ~~nsecutive days after Lessee's receipt of notice of such failure, Lessor shall, in
additi~:~n to all of i.ts other .remedies under this Lease, have the right to seek such equitable
relief (yither mandatory or injunctive in nature) as may be necessary to cause diligent and
eontin:,ious prosecution of constructions of the Proposed Improvements (subject to
unavo; dable delays) by Lessee, it being understood that construction of the Proposed
IAapra•ren~ents is a material inducement to Lessor to enter into the Lease and monetary
damal~~as shall be inadequate to compensate Lessor for harm resulting frazn such. failure.
Notwi~.hstaading aaything to the contrary contained herein, if Lessee foals to substantially
campl~~te construction of the Proposed Irx~provements by the date provided far in this
Lease., then the same shall. constitute a default under this Lease.
3. Except as otherwise specifically amended herein, all other terms and conditions of
the A.~nended and RestatedlConsoladated Lease Agreement, together with the First
Amen~3;naent to tl7,e Restated/Consolidated Lease Agreement, the Second Amendment to
the ;:;.estatedlConsoli.dated Lease Agreement, the Third .Amendment to the
R.estai~ d/Consolidated Lease Agreement, and the Fourth Amendment to the
Restal:~ ~dJConsalidated Lease .A,~neer;nent by and between the Lessor and Lessee shall
remaii;~ in fiill force and ef~'ect. In the event there is a conflict between the provisions
proviclyd herein and the Amended and RestatedJConsali.dated Lease Agreement and the
First 1's.mendanent to the Consolidated Lease A,gree;tx~ent, the Second Amendment to the
Restal~:.dlConsolidated Lease Agreement, the Thud Amendment to the
Restal~ad/Consolidated Lease Agreement, or the Fourth Amendment to the
Restai~~d/Consolidated Lease Agreement the provisions of this Fifth Amendment shall
goven:s,
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ARAla7"
IN W]:TNESS WHEREOF, tlr~e Tressor and Lessee have hexeunto 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
,A,ttest:
Witx~e~~ses:
CITY OF MIAMI BEAC~I
Dated: , 2047
ML4MI BEACH 3EWISH
COMMUNITY CENTER, INC.,
a Florida cvrpoxatioza not-for-profit
Print l~i ame:
Print ]~~ame:
AFPR~;7VED AS TO FORS![
ANA f ~.ANGUAGE
ANA I~QR EXECi.TTIGN:
City .~~ttorzxey
I?ated: , 2407
Ey: ,.,,_
Name:
Title:
Dated.: , 20U7
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