RPH Hotel Assoc. Agreement
MODIFICATION OF SETTLEMENT AGREEMENT
DATED FEBRUARY 5, 2001, BY AND BETWEEN
RPH HOTEL ASSOCIATES, LLC SUCCESSOR BY MERGER TO RITZ
PLAZA HOTEL CORPORATION AND
THE CITY OF MIAMI BEACH
This Modification of Settlement Agreement, dated as of August 2Q, 2001, by and
between RPH Hotel Associates, LLC, successor by merger to Ritz Plaza Hotel Corporation
("Ritz Plaza") and the City of Miami Beach ("City") hereby modifies that certain Settlement
Agreement dated February 8, 2001, entered into by and between Ritz Plaza and the City (the
"Agreement"), as follows:
Paral!ranh 8.
The Parties agree that if a final, non-appealable approval of this Settlement Agreement
has not been granted by a court of competent jurisdiction by June 30, 2001, either party
may terminate this Settlement Agreement, by giving notice within five (5) business days,
except that if the only pending issue is a third party challenge, the Parties shall have an
"dJ;tivuid ';A lllVllth" until D~GGlllb(,l 30, 2001, to /G,olvG ,...dl diall';ll".; plivl to
eXcIGi,;ll"the issuance of a final non-appealable order bv a court of competent
iurisdiction: a) aflimling the Board of Adiustment ("BOA") approvaL or b) granting
approval of this Settlement Agreement to exercise their right to terminate this Settlement
Agreement, by giving llvt;~c l'Iitll;u five (5) business days' notice. In such event that the
onlv pending issue is a third partv challenge, all approvals set forth in paragraphs 3 and 4
herein shall be extended to one (1) vear aller the issuance of a final non-appealable order
bv a court of competent iurisdiction: a) affirming the Board of Adiustment ("BOA")
approvaL or b) granting approval of this Settlement Agreement. The Parties retain the
right to modify this Settlement Agreement as may be necessary to effectuate the intent of
the Parties in the future upon mutual written agreement.
Except as expressly modified herein, the Agreement is hereby ratified and affirmed, and all
representations, terms, and conditions set forth in the Agreement shall remain in full force and
effect. In the event of a conflict between the Agreement and this Modification, this Modification
shall control to the extent of any such conflict.
WHEREOF, the parties have read, understood and agreed to the terms of this
Amendment and by their signatures below bind themselves, their heirs, distributees, legacies,
assigns and any other successors in interest.
DATED THIS ~DAYOF AUGUST, 2001
CITY OF MIAMI BEACH
By:
N,i"~ JfJ""""
RPH HOTEL ASSOCIATES, LLC,
A Delaware limited liability company,
Successor by merger to Ritz Plaza Hotel
Corporation
By: W Miami Beach Holdings LLC, a
Delaware limited liability company,
its Managing Member
By:
Starwood Hotels
Worldwide,
Corporaf
& Resorts
a Maryland
ember
By:
A~~ ?~
Robert Parcher
City Clerk
APPROVED AS TO FORM AND
LANGUAGE AND FOR EXECUTION
Murra H. Dubbin rf
City Attorney
Date
ACKNOWLEDGMENT
STATE OF NEW YORK )
) ss:
COUNTY OF WESTCHESTER )
The foregoing instrument was acknowledged before me this i.,.", day of August, 2001,
by Steven R. Goldman, Executive Vice President of Starwood Hotels & Resorts Worldwide,
Inc., as Sole Member of W Miami Beach Holdings LLC, as Managing Member of RPH Hotel
Associates, LLC. He personally appeared before me and is personally known to me.
Cynthia Bromley
Notary Public, State ofNcw York
No.OlBR6043391
Qualified in WestchestcrCounty
Commission Expirellunc19.2002
~
rO VO'I (~
My Commission Expires: C, / 10/ (J L
[NOTARIAL SEAL]