HomeMy WebLinkAboutExhibit-SUBTHIS DOCUMENT IS A
SUBSTITUTION TO ORIGINAL.
BACKUP. ORIGINAL CAN BE SEEN
AT THE END OF THIS DOCUMENT.
FOURTH MODIFICATION TO LEASE AND DEVELOPMENT AGREEMENT
THIS MODIFICATION TO LEASE AND DEVELOPMENT AGREEMENT
(the "Modification") is made this day of , 2009, between the CITY
OF MIAMI, a municipal corporation in the State of Florida, acting by and through
the City Manager (the "City Manager"), and with the approval of the City
Commission of Miami, having its offices at 3500 Pan American Drive, Miami,
Florida 33133 ("Lessor" or "City") and PARROT JUNGLE AND GARDENS OF
WATSON ISLAND, INC., a Florida corporation, f/k/a PARROT JUNGLE &
GARDENS, INC., a Florida corporation, whose principal office is located at 1111
Parrot Jungle Trail, Miami, Florida 33132 ("Lessee").
RECITALS
WHEREAS, Lessor and Lessee are parties to that certain Lease and
Development Agreement, dated as September 2, 1997, which, as amended, is
referred to, herein, as the "Lease", and
WHEREAS, due to unforeseen circumstances relating to the Subject
Property and surrounding area, Lessee has requested the City to grant it a
deferment of four (4) years of Minimum Annual Rent and Percentage Rent
obligation contained in the Lease in order to (1) allow Lessee to retain a
minimum of 400 existing full-time jobs, (2) secure the City's interest and
obligation under the $25 million Department of Housing and Urban Development
Section 108 loan that Miami -Dade County made to Lessee, and (3) protect the
City's interest in -the Community Development Block Grant ("CDBG") funding;
and
WHEREAS, the parties have agreed that it is in the best interest of the
City to allow such deferral of aforesaid Minimum Annual Rent and Percentage
Rent subject to certain conditions as hereinafter provided; and
WHEREAS, the parties have agreed to modify the terms of the Lease as
hereinafter set forth, and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Lessor and Lessee, agree to be legally bound, and hereby agree
as follows:
1. The above recitals are true and correct and are hereby incorporated and
referenced as if fully set forth herein. Unless otherwise indicated, all capitalized
terms used in this Modification shall have the respective meanings given them in
the Lease.
Page 1 of 3
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THIS DOCUMENT IS A
SUBSTITUTION TO ORIGINAL
BACKUP. ORIGINAL CAN BE SEEN
AT THE END OF THIS DOCUMENT.
2. Article V, Section 5.1 of the Lease is hereby amended to include a new
Subsection 5.1 (d), as follows:
(d) Deferral of Minimum Annual Rent and Percentage Rent.
Notwithstanding anything in the Lease to the contrary., Lessee is
hereby granted a forty-eight (48) month deferral of Minimum Annual Rent
and Percentage Rent (collectively, the "Deferred Rent") due and payable
retroactive from April 1, 2009 to March 31, 2013 (the "Deferral Period").
Lessor shall not require Lessee to pay Minimum Annual Rent in the
amount of Four Hundred Thousand and No/100 Dollars ($400,000.00)
annually for an aggregate amount of One Million Six Hundred Thousand
and No/100 Dollars ($1,600,000.00) or any Percentage Rent during the
Deferral Period. Nothing contained herein shall affect the payment of any
Impositions, including but not limited to sales tax and use tax, or any other
amounts due under the Lease during the Deferral Period.
(i) The payment of the Deferred Rent is due on or before
December 31, 2020.
(ii) Notwithstanding the above, if Lessee pays the Department
of Housing and Urban Development ("HUD") Section 108
loan on or before August 1, 2020, the Deferred Rent (for the
Deferral Period) minus $800,000 shall convert to and
become a permanent abatement. Lessee shall remain liable
for any Impositions, including but not limited to sales tax and
use tax, if due.
3. Article XXIV, Section 24.1 of the Lease is hereby amended to include a
new Subsection 24.1(g), as follows:
(g) In addition to the benefits listed in Subsections 24.1(a) through
24.1(f), above, Lessee agrees that all City sponsored events held at Parrot
Jungle and Gardens of Watson Island during any Lease Year shall be at a
reduced negotiated price for a ten (10) year period from the date of this
Modification. Any such City sponsored events shall be approved by the
City Manager and the City's Chief Financial Officer, and shall not be
eligible for a guaranteed booking until sixty (60) days prior to the event
date.
4. Lessee acknowledges that the Subject Property is subject to certain
restrictions contained in Deed No. 19447 made by the Trustees of the Internal
Improvement Fund of -the State of Florida ("Trustees") to the City dated February
24, 1949, as modified by that Partial Modification of Deed dated August 18, 1997
as it pertains to this Lease. Lessee shall remain responsible for any and all
payment of state fees and shall continue to pay such state imposed fees during
the Deferral Period, as such fees are due and payable to the Trustees under the
Lease and this Modification.
Page 2 of 3
THIS DOCUMENT IS A
SUBSTITUTION TO ORIGINAL
BACKUP. ORIGINAL CAN BE SEEN
AT THE END OF THIS DOCUMENT.
IN WITNESS WHEREOF, Lessor has caused this Modification to be
executed in its name and on its behalf by the City Manager of the City of Miami,
Florida, the City Clerk of the City of Miami, Florida, and the Lessee as signed as
of the date herein first above written.
"CITY"
CITY OF MIAMI, a municipal
ATTEST: corporation
Priscilla A. Thompson, City Clerk
Approved as to Form and
Correctness
Julie O. Bru
City Attorney
ATTEST:
Print Name:
Title:
Pedro G. Hernandez, City Manager
Approved as to Insurance
Requirements
LeeAnn Brehm, Director
Risk Management Department
"LESSEE"
PARROT JUNGLE AND GARDENS OF
WATSON ISLAND, INC., a Florida
corporation
Bernard M. Levine, President
Title:
Page 3 of 3
SUBSTITUTED
FOURTH MODIFICATION TO LEASE AND DEVELOPMENT AGREEMENT
THIS MODIFICATION TO LEASE AND DEVELOPMENT AGREEMENT
(th "Modification") is made this day of , 2009, between the CITY OF
M I, a municipal corporation in the State of Florida, acting by and through the City
Manag (the "City Manager"), and with the approval of the City Commission of
Miami, h ving its offices at 3500 Pan American Drive, Miami, Florida 33133 ("Lessor"
or "City") d PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC., a
Florida corpo tion, f/k/a PARROT JUNGLE & GARDENS, INC., a Florida corporation,
whose principa office is located at 1111 Parrot Jungle Trail, Miami, Florida 33132
("Lessee").
RECITALS
WHEREAS, LessorNiand Lessee are parties to that certain Lease and Development
Agreement, dated as Septemb Z, 1997, which, as amended, is referred to, herein, as the
"Lease"; and
WHEREAS, due to unforese circumstances relating to the Subject Property and
surrounding area, (i) Lessee has reque\anund
City to grant a deferment of four (4) years
of Minimum Annual Rent and Annuantage Rent in order to maintain existing job
retention and secure the City's interesbligation under the HUD 108 loan made to
Parrot Jungle in the Subject Propeprotect its interest in the Community
Development Block Grant ("CDBG") , i) the parties have agreed that it is in the
best interest of the City to allow suchal o aforesaid Minimum Annual Rent and
Annual Percentage Rent subject to cerdition as hereinafter provided, and (iii) the
parties have agreed to modify certain rovision of the Modification as hereinafter
set forth.
WHEREAS, Lessor is willing ify the terms o the Lease as hereinafter set
forth, and subject to the terms and conset forth herein.
NOW, THEREFORE, in consideration of the premises, aN for other good and
valuable consideration, the receipt and sufficiency of which is he by acknowledged,
Lessor and Lessee, agree to be legally bound, and hereby agree as follo
1. The above recitals are true and correct and are hereby incorporated IRd referenced
as if fully set forth herein. Unless otherwise indicated, all capitalize erms used
in this Modification shall have the respective meanings given them in the ease.
Article V, Section 5.1 of the Lease is hereby modified as follows:
A. Minimum Annual Rent and Percentage Annual Rent.
(i) Notwithstanding anything in the Lease to the contrary, Lessee is
hereby granted a forty-eight (48) month deferment of Minimum
ors:Docurnent Panot Jungle Amd 4 3-25-09.doc
SUBSTITUTED
Annual Rent and Annual Percentage Rent (collectively, the
"Deferred Rent") due and payable retroactive from April 1, 2009
to March 31, 2013 (the "Deferral Period"). Lessor shall not
require Lessee to pay Minimum Annual Rent in the amount of
Four Hundred Thousand and No/100 Dollars ($400,000.00)
annually for an aggregate of One Million Six Hundred Thousand
and No/100 Dollars ($1,600,000.00) or any Annual Percentage
Rent for the Deferral Period. Nothing contained herein shall affect
the payment of any Impositions, ;use tax, or any other amounts due
under the Lease during the Deferral Period.
ii) The payment of the deferred rent inclusive of percentage rent and
t\tDecember
on or before December 31, 2020.
(iii)ding the above, if Lessee pays the Department of
Urban Development ("HUD") Section 108 loan by no
ler 31, 2020, the Deferred Rent (for the Deferral
l convert to and become a permanent abatement.
remain liable for any Florida sales and use tax, if due.
3. Article XXIV, Section 24.1\(d) of the Lease is hereby modified as follows:
A. Additional Benefits to the, City of Miami.
(i) The amount paidXy Lessor to Lessee for all City of Miami
sponsored events heX at Parrot Jungle and Gardens of Watson
Island during any Lea Year shall be at "at cost" for a ten (10)
year period from the date f this Modification.
Lessee acknowledges that the Subject Property is s ect to certain restrictions contained
in Deed No. 19447 made by the Trustees of the Inte 1 Improvement Fund of the State
of Florida ("Trustees") to the City dated February 24, 49, as modified by that Partial
Modification of Deed dated August 18, 1997 as it pertai to this Lease. Lessee shall
remain responsible for any and all payment of state fees an shall continue to pay such
state fees during the Deferral Period that is due and payable the Trustees under this
Modification.
ors:Document Parrot Jungle Amd 4 3-25-09.doc
SUBSTITUTED
IN WITNESS WHEREOF, Lessor has caused this Modification to be executed in its
na and on its behalf by the City Manager of the City of Miami, Florida, the City Clerk
of the ity of Miami, Florida, and the Lessee as signed as of the date herein first above
written.
"CITY"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Priscilla A. Thompson, Ci Clerk Pedro G. Hernandez, City Manager
Approved as to Form and Approved as to Insurance
Correctness Requirements
Julie O. Bru
City Attorney
ors:Docurnent Parrot Jungle Amd 4 3-25-09.doc
LeeAnn Brehm, Director
Risk Management Department
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