FIFTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT

(RETAIL PARCEL)

This Fifth Amendment to Amended and Restated Lease Agreement (Retail Parcel) (this
"Amendment") is made and entered into this day of , 2019 ("Effective
Date") , by and between the CITY OF MIAMI, a municipal corporation of the State of Florida ("City")
and BAYSIDE MARKETPLACE, LLC, a Delaware limited liability company, successor by merger
to Bayside Center Limited Partnership ("Developer" ).

WI TN E S S E T H:
WHEREAS , City and Developer are the current landlord and tenant, respectively, under that
ce1iain Amended and Restated Lease Agreement dated as of October 15, 1985, as amended by that
ce1iain First Amendment to Amended and Restated Lease Agreement dated as of August 19, 1986,
as further amended by that certain Second Amendment to Amended and Restated Lease Agreement
dated as of November 24, 1987, as further amended by that certain Third Amendment to Amended
and Restated Lease Agreement dated as of April 15, 1993, as further amended by that certain Release
and Settlement Agreement dated as of December 30, 2008, and as further amended by that certain
Fourth Amendment to Amended and Restated Lease Agreement dated September 24, 2014
(collectively and together with any attachments, exhibits or riders thereto, the "Lease") for certain
premises located at Bayside Marketplace in Miami, Florida, as more particularly described in the Lease
(the " Leased Property"). A memorandum of the Lease was recorded in Book 12684, at Page 157, and
supplemented in Book 13492, at Page 3199, both of the Public Records of Miami-Dade County,
Florida; and
WHEREAS, City and Developer desire to modify certain provisions of the Lease, on the
terms and conditions set forth herein, and subject to approval from the Miami City Commission; and
WHEREAS, City and Developer hereby acknowledge that the operation of the temporary
Ferris Wheel, and all uses related directly or indirectly to this Agreement, shall be subject to Section 53-1
of the Code of the City of Miami, pertaining to ticket surcharges on paid admissions to events within the
City, as may be amended;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, City and Developer
hereby agree that the foregoing recitals are true and correct, and further agree as follows:
1. Definitions
All capitalized terms used in this Amendment shall have the definitions ascribed to such terms
in the Lease, unless defined or amended in this Amendment. The term "Lease" shall refer to the Lease
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(as defined in the first recital above), as modified by this Amendment. The term "Lease Term" shall
refer to the Original Term (as modified in this Amendment) and any applicable Renewal Terms.
2. Section 2.l(a) Premises
The first sentence of the third paragraph of Section 2. l (a) Premises is amended and restated
as follows:
"The temporary Ferris Wheel shall be limited to a maximum height not to
exceed one hundred eighty (180) feet above grade.”
3. Notices
Wherever any notice is required or permitted under the Lease, such notice shall be in writing.
Any notice or document required or permitted to be delivered under the Lease shall be deemed to be
delivered when it is actually received by the designated addressee or, if earlier and regardless of
whether actually received or not, when it is either (i) deposited in the United States mail, postage
prepaid, certified mail, return receipt requested, or (ii) delivered to the custody of a reputable
messenger service or overnight courier service, addressed to the applicable party to whom it is being
delivered at the respective address for such party as is set out below, or at such other address as such
applicable party may have theretofore specified to the delivering party by written notice:

If to City at: If to Developer at:

City of Miami Bayside Marketplace, LLC

444 SW 2nd Avenue, 10th Floor c/o Ashkenazy Acquisition Corp.
Miami, FL 33130-1910 150 East 58th Street 39th Floor
Attention: City Manager New York, NY 10155

with a copy to: Attention: Asset Management with a copy to:

City of Miami Bayside Marketplace , LLC
444 SW 2nd Avenue, 3rd Floor c/o Ashkenazy Acquisition Corp.
Miami, FL 33130-1910 150 East 58th Street, 39th Floor
Attention: DREAM Director New York, New York 10155
Attention: Legal Department

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 4. Indemnification
Notwithstanding any indemnity provision in the Lease, Developer agrees to indemnify, defend (at
its own cost and expense), covenant not to sue, and hold harmless the City, their respective officers,
officials, and employees, in their individual or official capacity (hereinafter collectively referred to as the
“INDEMNITEES”) from and against all present or future Liabilities arising out of, resulting from, or in
connection with the proposed temporary Ferris wheel to be erected and operated on the premises and/or (ii)
the direct or indirect performance or non-performance of this Agreement, whether it is, or is alleged to be,
directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active
or passive) of the Indemnitees, or any of them (except for the intentional, criminal or wrongful acts, or gross
negligence or willful misconduct committed by such Indemnitees), or (iii) the failure of Developer to
comply with any of the provisions contained herein, or to conform to statutes, ordinances, rules, regulations,
conditions of approval, permits or requirements of the City, or any governmental authority, federal or state,
in connection with the procuring or performance of this Agreement, including, without limitation all actions
and omissions by the Developer taken as a result of or in connection with this Agreement. This
Indemnification shall cover liabilities in tort, liabilities in contract, liabilities alleging statutory or regulatory
violations including, but not limited to claims resulting from noise, light, nuisance, traffic, and/or liabilities
derived from any other actions or omissions alleged to impact the quiet enjoyment of residents, tenants, or
commercial entities in the Downtown Business District, surrounding neighborhood, or otherwise who
reside within 1 mile of the leasehold. Developer expressly agrees that this indemnification shall include all
personnel of the City. In addition, Developer expressly agrees to indemnify, covenant not to sue, and hold
harmless the Indemnitees, or any of them, from and against all Liabilities which may be asserted by an
employee or former employee of Developer, or any of its subcontractors, agents, representatives, or
consultants as provided above, for which Developer’s liability to such employee or former employee would
otherwise be limited to payments under state Workers’ Compensation or similar laws. This Indemnification
provision shall survive the expiration, termination, failure to renew, or cancellation of this Agreement and
shall continue in effect until the expiration of the corresponding statute of limitations or the tolling thereof.
5. Termination for convenience
This Lease Amendment is subject to a termination for convenience, by either party, with one
hundred eighty (180) days written notice.
6. Miscellaneous
a. Each of City and Developer hereby acknowledges and agrees that neither is presently
aware of any continuing defaults by reason of any act or omission on the part of the other party under
the Lease and that as of the date of execution each party has fulfilled all of its duties and obligations
under the Lease to date.
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 b. This Amendment shall be construed and governed in accordance with the laws of the
State of Florida. Venue in any actions or proceedings between the parties shall be in Miami- Dade
County, Florida. In order to expedite such actions or proceedings the parties knowingly and
voluntarily waive their right to a jury trial in any such actions or proceedings. Developer and City
each agree to pay their own attorneys' fees in connection with any such actions or proceedings.
c. This Amendment may be executed in any number of counterparts and by the
separate parties hereto in separate counterpart s, each of which shall be deemed an original , but
all of which shall constitute one and the same instrument.
d. Each party hereby represents and warrants to the other party that (i) it has the full right
and authority to enter into this Amendment, and (ii) this Amendment is a binding and valid document
enforceable in accordance with its terms.
e. This Amendment shall be deemed a part of but shall take precedence over and
supersede any provisions to the contrary contained in the Lease. Except as modified hereby, all of
the provisions of the Lease, which are not in conflict with the terms of this Amendment, shall remain
in full force and effect, and, as modified hereby, the Lease is hereby ratified and confirmed in all
respects.
f. This Amendment shall be binding upon the parties hereto and their respective
successors and permitted assigns.
g. At the request of Developer, City agrees to enter into a memorandum of this
Amendment to be placed of record in the Public Records of Miami-Dade County in such form as
Developer and City shall mutually agree. Developer shall be responsible for all recording costs with
respect to such memorandum.
h. The terms "business day" or "business days" , as used herein , shall mean, individually
or collectively, as the case may be, each calendar day of the week other than Saturday, Sunday and
any nationally recognized legal holidays.

[Remainder of Page Left Blank Intentionally}

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 IN WITNESS WHEREOF, the patties have executed this Amendment as of the
Effective Date.

ATTEST: CITY OF MIAMI, a municipal

corporation of the State of Florida

By: By:
Todd B. Hannon Emilio T. Gonzalez , Ph.D.
City Clerk City Manager

APPROVED AS TO LEGAL FORM APPROVED AS INSURANCE

AND CORRECTNESS: REQUIREMENT

By: By:
Victoria Mendez, City Attorney Ann-Marie Sharpe, Director
Office of the City Attorney Risk Management

WITNESSES: BAYSIDE MARKETPLACE, LLC,

a Delaware limited liability company

By:
Print Name: Print Name:
Title: Title:

STATE OF ____________ )
) SS.:
COUNTY OF __________ )

The foregoing instrument was acknowledged before me this _____ day of _______________,
2019, by ________________________ as ______________________ of Bayside Marketplace, LLC,
in the capacity aforesaid; such person is personally known to me.

By:
Notary Public

My Commission Expires: ____________

[NOTARY SEAL]