AMENDMENT TO GARAGE EASEMENT AGREEMENT

into

as

This Amendment to Garage Easement

of the / S- day
OfTG'l3Ilt;. 4IU. t.

Partnership,

Miami Beach
and

assigns

Florida limited partn

2005,ship, its

Redevelopment Agency,

Agreement (" Amendment")

by and between RDP Royal

is made and entered

Palm Hotel Limited

and/ or assIgns (" Grantee"), and the

corporate and politic, and its successors

successors

Florida

body

( the " Agency").

RECITALS:

A.

Grantee and

Agency previously

entered into that certain

Garage Easement Agreerecorded among the Public Records of Miami-Dade County, Florida, in Official Records
Book
18170, at
Page 1082 (the "Agreement") and that certain Agreement of Lease
recorded
among
the
aforesaid Public Records in Official
Records Book
18170, at
as
Immediately after the execution and delivery of this Amendment and
Page 893 (the "Lease").
as a material inducement for and a condition of Agency entering into
this
Amendment, the Recognized Mortgage encumbering Tenant' s Interest in the Premises will be paid in full, the
Purchase Price will be paid and the

ment as

Lease
Subsequent to the recording of the Lease,Grantee began
will be terminated. B.
the constructionof the Royal Palm! Shorecrest
Crowne

C.During the construction of the Hotel,Grantee

Plaza Hotel ("Hotel").
the
Pr
o
per
ty which allegedly resulted in certain construction delays.
certain
at
A dispute arose amongst the parties regarding the
aforesaid conditions and delays resulting in Grantee'
s refusal to pay certain Rental due under the Lease and the
Agency' s refusal to pay claims
related to said conditions

encountered

conditions

and
alleged construction delays.D.The
claims and allegations against them,

whether

resolve all

asserted

parties

respectively deny and dispute

all such

or unasserted. E. The parties,wishing to avoid litigation and amicably

between them, entered into negotiations regarding the aforesaid

matters existing

disputes resulting in this

Amendment

and other agreements. F.Agency and Owner in their desire to maintain and fulfill
their commitment to provide the African American community with opportunities in the
hospitality industry, are willing to amend the
Royal Palm Crowne Plaza agreements and agree that the
Hotel shall continue to comply with the Convention Center Agreement ( which Grantee, as owner of
the Hotel and on behalf of the Hotel, has agreed
to do)which provides, among other things,
that the Hotel owner and its successors and assigns make available Hotel
facilities and services
for support of the Convention Center events and to
undertake

certain of

joint marketing

the

provisions

efforts.G.Grantee and Agency have

of the Agreement

agreed

to amend and

modify

NOW, THEREFORE, in consideration of the payment often dollars and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto intending to be legally bound agree as follows:
1.
Recitals. The foregoing

recitals

are

true and correct

and

are incorporated by

refer-ence

herein. 2.Definitions. All defined terms ( denoted

of
special definitions such as quotation marks) used in this
indication
in this instrument shall have the meanings set forth in

the Agreement. 3.
Facilitv Usage Pavrnent
November 25, 2003,

all references

capitalization or other

by
instrument

and Use Fees.

which are not defined

As of

to

relating to " Facility Usage

and all provisions and covenants
Payment",
"
Use
Fee",
"
Commencement
Date",
"
Excess
Use Fee
Usage Payment Amount"
Gross Parking Revenues" are hereby deleted from the
Agreement
as well as Sections 4
and "
and 8 of the Agreement in their entirety. The parties acknowledge that as of said date,
neither party owes the other party any monies relative to such fees and payments

for the period

a)
of

the

Agreement is

to delete therefrom
c)of
6(

the

prior

to such

date.4.Garage

Operator. Section 5(

amended

the

and approved

Charges for Garage. Section

by Grantee." 5.
amended to define the "self park rate"to mean either, as designated from
by Grantee, (i)
the rates charged to the general public at the Garage and

Agreement

phrase "

is

time to time
identified as the maximum

daily rate

the valet rate charged by the Hotel. 6. Default. The phrase "
or i
(i)
the
first
sentence
of
Section 9(a)of the Agreein
ment
is
hereby deleted and the remainder of this first sentence in Section 9(
a)remains
Use

Fee"

unchanged.

c)and Section 9(
e)of the Agreement are
Section 9(
in their entirety. Notwithstanding anything to the contrary contained in the Agreement, Grantee
shall

have no

affirmative obligation to use

hereby

deleted

Garage for parking for its

Employees. 7.Hotel Condominium. In the event that a condominium is created on
the
Shorecrest Land,as defined
in the Lease, Grantee and the Agency agree that there are
no rights or agreements under the Agreement which will
be transferred to,or inure to,
the condominium association or the unit owners of such condominium. This paragraph shall not be construed
to

Hotel Guests

the

and

prohibit use
through the Hotel operator. 8.

of the

Garage as provided

in

the Agreement by Hotel

Notices. Section 16 of the

is amended

to provide

Agreement
for new

addresses for notices

to Grantee as
follows: RDP Royal Palm Hotel

guests

with

copy to:

Hunton & Williams LLP

1111 Brickell Avenue,

Suite 2500

Miami, Florida 33131 Attention:

Stuart

K. Hoffman, Esq. In addition, for purposes of copies of

or to the Agency, the address of Bloom &
Minsker is

hereby

notices to the City

of

Miami

Beach

changed to: Bloom &

Minsker, P.
L.
1110 Brickell

Avenue, Suite 700 Miami, Florida 33131

Attention: Joel N.
Minsker,

P.

9.
No Further
A.

Modification.

Except as provided herein, the Agreement remains

unmodifed

and in full force

and

effect.

O.

WAIVER

OF JURY TRIAL. GRANTEE AND AGENCY

HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONAL Y WAIVE THE RIGHT EITHER MAY HAVE TO A
TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON,OR ARISING
OUT

OF, UNDER OR
IN CONNECTION WITH THIS
AMENDMENT AND THE AGREEMENT, AND ANY AGREEMENT CONTEM- PLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF

CONDUCT, COURSE OF DEALING, STATEMENTS ( WHETHER VERBAL OR WRITTEN) OR ACTIONS

OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR AGENCY TO ENTER INTO THIS AMENDMENT. FURTHER, BOTH GRANTEE AND
AGENCY HEREBY CERTIFY TO EACH OTHER THAT NO REPRESENTATIVE OR AGENT
OF EITHER ONE OF THEM, NOR THEIR COUN-SEL, HAS
REPRESENTED, EXPRESSLY OR OTHERWISE THAT EITHER ONE OF THEM WOULD NOT, IN
THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE

THIS

WAIVER
OF RIGHT TO JURY TRIAL

PROVISION.

Witnesses:

GRANTEE: RDP

ROYAL

PALMHOTEL

LIMITED

PARTNERSHIP,
a

Florida limited

STATE OF FLORIDA )
SS:

COUNTY OF MIAMI-DADE)

undersigned authority, personally appeared R. Donahue Peebles, as

President ofPADC HOSPITALITY CORPORATION I, a Florida corporation, on behalf of such
corporation, and as General partner of RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, a Florida limited partnership, on behalf of such limited partnership. He is personally
BEFORE ME, the

known to

me or

NOTARIAL

pm<!
uced

valid Florida driver' s license

DD385416
W~ commission #
j expires FebrUary
In.
F.

L(
r

fr:

5,

lI"

Inc.lO_l

identification.

SEAL)

Nathalie Legagneur

V'1I~

as

2009 T-

I_,

MIAMI-

Print Name: Notary Public- State

of

DADE)

Florida

at Large

iI'ggf......
My

....,

Commis ion
RED VELOPMENT

Number:
C

AGENCY i corporate

andpolit c

B' i
Commission

k:

L
PrintName:"

Expires:H~/ ~<~ AT

Z3evw'/..:1F..rF"ff~

t,/

EST:By:

fmx

p Liu,,~Robert

l J STATE
OF

FLORIDA )SS:COUNTY OF
Parcher, Secretary BEFORE

ME,
the undersigned authority, personally appeared David
Parcher,
Secretary,
of the MIAMI BEACH REDEVELOPMENT
Robert
AGENCY, a Florida body corporate and politic, to me known to be the persons who signed
the foregoing instrument and acknowledged the execution thereof to be the act and deed of said Agency
Dermer, Chairman and

the uses and purposes therein mentioned, and that they affixed thereto the official seal
rsonally known to me or produced a valid drive' s
of said Agency. Each such individual is p~
license
for

as identification. APPROVED
AS TO
FORM &LANGUAGE

EXECUTION 4nY
Rede elopment

FOR

witness my hand and official seal in the County and State last aforesaid this /

nl- . .
ofW'M.

51: y

Q,

By National Notary Assn. 61760.000001 MIAMI

217813v6 Notary

Public-

Stateof

2005. SEAL)My

Com is ion

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Expires:YAMILEX

Public.
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Notory
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MORALES
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Ii Commis ion # 00 362988 r.

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