6) Assign of Option to Purchase
erry cLL~t(. ~Lf; {LtF #510 f.-tcofLouD .:# 0
11111111111111111111111111111111 111111111 1111
CFN 20()~iH01. 77709
DR Bk 23105 P9i 0717 - 724; (Bp9;)
RECOf;:DED 021231200~5 09: 43: 41
DEED DOC TAX 44,816.40
SURTAX 33,612.30
HARVEY RUVHh CLERK Of COUfi:T
MIAMI-DADE COUNTY, FLORIDA
Recording Cover Page
Type of Document:
Assignment of Option to Purchase
First Party:
RDP Royal Palm Hotel Limited Partnership
Second Party:
Royal Palm Hotel Property, LLC
Total Number of Pages including cover page: 8
Prepared by:
Nathalie Legagneur, Esq.
Hunton & Williams LLP
1111 Brickell Avenue, Suite 2500
Miami, Florida 33131
Record and Return to:
Nathalie Legagneur, Esq.
Hunton & Williams
1111 Brickell Avenue, Suite 2500
Miami, Florida 33131
File Reference: 61760.5
62851.000002 MlAMl135337vl
ASSIGNMENT OF OPTION TO PURCHASE
.
This Assignment of Option to Purchase is dated as of February Jr. 2005 by RDP Royal
Palm Hotel Limited Partnership, a Florida limited partnership ("Assignor"), to and for the benefit
of Royal Palm Hotel Property, LLC, a Delaware limited liability company ("Assignee").
Background:
Assignor is the Tenant under that certain Agreement of Lease between Miami Beach
Redevelopment Agency and Assignor dated May 28, 1998 an recorded in Official Records Book
18170, page 893 of the Public Records of Miami-Dade County, Florida, relating to the property
described in Exhibit "A" attached hereto and made a part hereof (the "Lease").
Section 36 of the Lease grants to Assignor the option (the "Option") to purchase the
property which is the subject of the Lease for a purchase price and in accordance with the terms
of the Lease.
Assignor has agreed to assign and Assignee has agreed to accept an assignment of the
Option so that Assignee may exercise the right to acquire said property pursuant to Section
36.1 (b) of the Lease.
Now, therefore, in consideration of$IO.00 and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Assignor hereby transfers and assigns to Assignee all of Assignor's right, title and
interest in, under, and to the Option including, without limitation, the right to purchase the land
in accordance with the terms of Section 36.1 (b) of the Lease.
[Signature page follows.]
IN WITNESS WHEREOF, Assignor has executed this Assignment the day and year first
written above.
W/j'ca: . _
~t~~Ld
~ By
< .a,-~~ .~
Print Name: e .~)/~
RDP ROYAL PALM HOTEL LIMITED
PARTNERSHIP ,
a Florida limited partnership
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE) r/li~Ja"( 'F~YQ\'t N)9()QiS'@
BEFORE ME, the undersigned authority) personally appeared R. Donahue Peebles, as
President of P ADC HOSPITALITY CORPORATION I, a Florida corporation, on behalf of such
corporation, and as General partner of RDP ROYAL PALM HOTEL LIMITED P ARTNER-
SHIP, a Florida limited partnership, on behalf of such limited partnership. He is personallt
~own to me~r produced a valid Florida driver's license as identification.
~lf~,_ Nathalie Legagneur
I~~~. conrnissiOn # 00385416
:* ..: Febru8l'Y 5. 2009
~A fT.Li ~._1no.~701e
'lJ,lr,~' ...,..sTror
Print Name:
Notary Public-State of Florida at
Commission Number:
~r
(NOTARIAL SEAL)
My Commission Expires:
- 2 -
EXHIBIT A
DESCRIPTION OF THE LAND
RP LAND
The South 12.65 feet (measured along the lot line) of Lots 7 and 14, all of
Lots 6 and 15 and the North 10.0 feet (measured along the lot line) of Lots
5 and 16, all in Block 56, of FISHER'S FIRST SUBDIVISION OF ALTON
BEACH, according to the plat thereof, as recorded in Plat Book 2, at Page
77, of the Public Records of Dade County, Florida, together with that
certain parcel of land lying East and adjacent to the above described
parcel; said parcel bounded on the South by the South line of the above
described parcel extended Easterly; bounded on the North by the North
line of the above described parcel extended Easterly; bounded on the
East by the Erosion Control Line of the Atlantic Ocean and bounded on
the West by the East line of the above mentioned Block 56.
SHORECREST LAND
The South 40.00 feet (measured along the lot line) of Lots 5 and 16 and
the North one-half of Lots 4 and 17, all in Block 56, of FISHER'S FIRST
SUBDIVISION OF ALTON BEACH, according to the plat thereof, as
recorded in Plat Book 2, at Page 77, of the Public Records of Dade
County, Florida, together with that certain parcel of land lying East and
adjacent to the above described parcel; said parcel bounded on the South
by the South line of the above described parcel extended Easterly;
bounded on the North by the North line of the above described parcel
extended Easterly; bounded on the East by the Erosion Control Line of the
Atlantic Ocean and bounded on the West by the East line of the above
mentioned Block 56.
All lands described above located, lying and being in Section 34, Township 53 South,
Range 42 East, in the City of Miami Beach, Dade County, Florida.
This instrument prepared by, record
and return to:
Stuart K. Hoffman, Esq.
Hunton & Williams LLP
1111 Brickell Avenue
Suite 2500
Miami, Florida 33131
PARTNERSHIP AFFIDAVIT PURSUANT TO FLORIDA STATUTE 6689.045
BEFORE ME, on this day, personally appeared R. Donahue Peebles ("Affiant"), who
upon being duly sworn, deposed and said to the best of his actual knowledge (as well as any
knowledge he reasonably should have) as President and on behalf of PADe Hospitality
Corporation I, a Florida corporation, the general partner of RDP Royal Palm Hotel Limited
Partnership, a Florida limited partnership, on behalf of the partnership, and not personally:
1. Affiant is the President of P ADC Hospitality Corporation I, a Florida corporation,
(the "General Partner"), the general partner of RDP Royal Palm Hotel Limited Partnership, a
Plorida limited partllel-ship, (the "PartIl~ship"), on behalf of the partnership, and in such
capacity, Affiant has personal knowledge regarding the facts stated herein.
2. The Partnership is a limited partnership duly organized as of October 20, 1997.
3. The Partnership is currently validly existing and has not been dissolved.
4. No act or event has occurred which would require the dissolution of the
Partnership or the winding up of the business of the Partnership; provided, however that the sale
of the property described on Exhibit A ("the Property") attached hereto and made a part hereof,
to Royal Palm Hotel Property LLC, a Delaware limited liability company ("Purchaser") pursuant
to the Purchase and Sale Agreement dated December 2,2004 (the "Contract"), will constitute the
sale of substantially all of the Partnership's assets and therefore may constitute an event that will
trigger the winding up and dissolution of the Partnership.
5. The General Partner has not assigned its interest in the Partnership.
6. The General Partner has full power and authority under the partnership agreement
of the Partnership to execute all instruments on behalf of and to fully bind the Partnership on all
documents to sell and convey the Property to Purchaser including, without limitation, any deed
of conveyance with respect to such real property, which is owned by the Partnership.
7.
Statutes.
This Affidavit is given pursuant to the provisions of Section 689.045, Florida
8. Affiant further states that he is familiar with the nature of an oath, and with the
penalties as provided by the laws of the State of Florida for falsely swearing to statements made
in an instrument of this nature.
[Signature On Following Page]
. .
FURTHER AFFIANT SA YETH NOT.
RDP ROYAL PALM HOTEL LIMITED
PARTNERSHIP, a Florida limited partnership
By: P ADC Hospitality Corporation I, a Florida
co or ion, i s eneral partner
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me this l!!!a day of
February, 2005 by R. Donahue Peebles, as President and on behalf of PADC Hospitality
Corporation I, a Florida corporation, the general partner of RDP Royal Palm Hotel Limited
Partnership, a Florida limited partnership, on behalf of the partnership and as an act of the
limited partnership. He ~ personally kno~ to me or presented a as
identification and did not take an oath. -
If:.'I'lIt:~ Nathalie Legagneur
~ ~W *= Commission # 00386416
"'/,t.Wf!!I 11 expires February 5, 2009
,W.~'-_TIllY"oIn''-1no.1llI).3M.7019
Notary Public,
Print Name:
Commission No.
My Commission Expires:
61760.000005 MIAMI 265811vl
OR BK 23105 PG 0724
LAST PAGE
. ,
EXHIBIT A
DESCRIPTION OF THE LAND
RP LAND
The South 12.65 feet (measured along the lot line) of Lots 7 and 14, all of
Lots 6 and 15 and the North 10.0 feet (measured along the lot line) of Lots
5 and 16, all in Block 56, of FISHER'S FIRST SUBDIVISION OF ALTON
BEACH, according to the plat thereof, as recorded in Plat Book 2, at Page
77, of the Public Records of Dade County, Florida, together with that
certain parcel of land lying East and adjacent to the above described
parcel; said parcel bounded on the South by the South line of the above
described parcel extended Easterly; bounded on the North by the North
line of the above described parcel extended Easterly; bounded on the
East by the Erosion Control Line of the Atlantic Ocean and bounded on
the West by the East line of the above mentioned Block 56.
SHORECREST LAND
The South 40.00 feet (measured along the lot line) of Lots 5 and 16 and
the North one-half of Lots 4 and 17, all in BlocK 56, of FISHER'S FIRST
SUBDIVISION OF ALTON BEACH, according to the plat thereof, as
recorded in Plat Book 2, at Page 77, of the Public Records of Dade
County, Florida, together with that certain parcel of land lying East and
adjacent to the above described parcel; said parcel bounded on the South
by the South line of the above described parcel extended Easterly;
bounded on the North by the North line of the above described parcel
extended Easterly; bounded on the East by the Erosion Control Line of the
Atlantic Ocean and bounded on the West by the East line of the above
mentioned Block 56.
All lands described above located, lying and being In Section 34, Township 53 South,
Range 42 East, in the City of Miami Beach, Dade County, Florida.