LTC 149-2003
CITY OF MIAMI BEACH
Office of the City Manager
Letter to Commission No. /4Q-ct:o:1,
m
From:
Mayor David Dermer and
Members of the City Commission
Jorge M. GonzaleZl~~
City Manager . ()
RDP ROYAL P M HOTEL LIMITED PARTNERSHIP - TOLLING
AGREEMENT AND JUNE 2003 RENTAL PAYMENT
Date: July 1, 2003
To:
Subject:
Attached please find a copy ofthe executed Tolling Agreement between RDP Royal Palm
Hotel Limited Partnership, the City of Miami Beach and the Miami Beach Redevelopment
Agency and a copy of the base and additional rent payment for the month of June 2003
from the lessee. The City Attorney, Administration and Commissioner Jose Smith, as
appointed liaison, will be meeting with Mr. Peebles on Thursday, July 3rd, 2003 to discuss
the remaining outstanding issues relative to the April 30, 2003 Letter of Intent (LOI)
presented to the City Commission.
If you have any questions, please contact me.
JMG\CAAb\rar
F:\cmgr\$All\L rC-03\RDPRoyaIPalm TollAgmt&JunePymt.CMC.rar .doc
attachments
TOLLING AGREEMENT
'J...? "-'-)VJ\ I .
This Tolling Agreement ("Agreement") is made this -L.L day of I ___ , 2003,
by and between the RDP Royal Palm Hotel Limited Partnership and R. Donahue Peebles,
(collectively, the "Royal Palm") and the Miami Beach Redevelopment Agency (the "Agency')
and the City of Miami Beach ("the City"). The Royal Palm, the Agency, and the City shall be
collectively referred to as the "Parties."
WHEREAS, the Royal Palm contends it has grounds to assert, in a United States Court
and/or appropriate state court, certain federal and/or state claims against the Miami Beach
Agency and the City of Miami Beach concerning the Agreement of Lease among the Parties,
and the circumstances surrounding the RFP issued by the City of Miami Beach for the
development of a convention center hotel (the "Royal Palm's Claims"); and
WHEREAS the City and the Agency contend they, or each of them, have grounds to
assert claims or counter-claims against the Royal Palm in a United States Court and/or
appropriate state court arising out of the same or related transactions and surrounding
circumstances as those contended by the Royal Palm (the "Agency/City Claims"); and
WHEREAS the Parties have engaged and wish to continue to engage in settlement
discussions regarding (i) the Royal Palm's Claims that may be brought by the Royal Palm
against the Agency and the City, and (ii) the Agency/City Claims that may be brought by the
Agency and/or the City against the Royal Palm; and
WHEREAS the Parties desire to establish a period ("the Tolling Period") during which
they can consider and explore the possibility of resolving the Royal Palm's Claims and the
Agency/City Claims without litigation and without concern as to the effect of the passage of time
during the Tolling Period, upon claims, charges, defenses or counter claims which either party
may have available as of June 11, 2003.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
herein, the Parties agree as follows:
1. The recitals above are incorporated herein by reference.
2. This Agreement shall be effective upon its execution and delivery by all Parties
(the "Effective Date"). The Tolling Period shall commence as of June ll, 2003 (the "Tolling
Date") and shall terminate as provided in paragraph 4, below. The period of time between the
Tolling Date and the termination date shall be referred to as the "Tolling Period."
3. Whatever rights, claims, charges, defenses or counter charges or claims which
either party has available for assertion as of June II, 2003 shall be fixed as of that date and the
running of any statute of limitation, laches or estoppel by delay as affects either party shall be
tolled during the Tolling Period.
4. Any Party may terminate this Agreement at any time by giving thirty days'
advance written notice to the other Parties. This Agreement shall expire on the thirty-first (31st)
day after delivery of such notice as provided in paragraph 9 below. This Agreement shall
terminate automatically at such time as all of the Closing Documents, as defined in the Letter of
Intent to Amend Royal Palm Crowne Plaza Resort Agreements between RDP, the Agency and
the City, currently being negotiated, have been duly authorized, executed and delivered to all
parties.
5. This Agreement does not constitute an admission of fact, law, and/or liability on
the part of any of the Parties. This Agreement shall not be construed as an admission against
interest or as a waiver of any right presently available to the Parties. This Agreement does not
constitute any admission regarding jurisdiction over the Parties, venue, the Parties' standing to
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bring suit, or the validity or justifiability of any of the Royal Palm's Claims or any of the
Agency/City Claims.
6. This Agreement may be executed in counterparts.
7. This Agreement and the obligations of the Parties hereto may not be altered,
amended, modified, extended, or renewed in any respect, except by a writing duly executed by
each of the Parties and the Parties agree that this Agreement constitutes the entire Agreement
between the Parties regarding the tolling of any and all statutes of limitation, contractual bars,
equitable bars or other time bars purporting to limit the time within which either party may
commence any lawsuit or claim against the other.
8. This Agreement and all terms, provisions and covenants contained herein are
binding on and shall inure to the benefit of the Parties hereto, their subsidiaries, affiliates, parent
companies, subsidiaries, predecessors, successors and assigns.
9. Any notice under this Agreement shall be in writing and shall be delivered by
overnight courier, certified mail or any other method that verifies the date of delivery.
10. The Royal Palm shall serve the Agency with written notice under this Agreement
to the following address:
Miami Beach Redevelopment Agency
General Counsel
1700 Convention Center Drive, 4th Floor
Miami Beach, Florida 33139
Tel: (305) 673-7470
Fax: (305) 673-7002
With a copy to:
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Joel N. Minsker, Esq.
Bloom & Minsker, P.L.
1110 Brickell Avenue, 7th Floor
Miami, Florida 33131
Tel: (305) 371-6800
Fax: (305) 908-3445
11. The Royal Palm shall serve the City with written notice under this Agreement to
the following address:
City of Miami Beach
City Attorney
1700 Convention Center Drive, 4th Floor
Miami Beach, Florida 33139
Tel: (305) 673-7470
Fax: (305) 673-7002
With a copy to:
Joel N. Minsker, Esq.
Bloom & Minsker, P.L.
1110 Brickell Avenue, 7th Floor
Miami, Florida 33131
Tel: (305) 371-6800
Fax: (305) 908-3445
12. The Agency and the City shall serve the Royal Palm with written notice under this
Agreement to the following address:
Marty L. Steinberg, Esq.
Stuart K, Hoffman, Esq.
HUNTON & WILLIAMS
Mellon Financial Center, Suite 2500
1111 Brickell Avenue
Miami, Florida 33131
Tel: (305) 810-2500
Fax: (305) 810-2460
13. The Parties represent that they have authority to execute this Agreement and have
obtained any and all approvals necessary to enter into this Agreement.
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RDP Royal Palm Hotel Limited Partnership Miami Beach Redevelopment Agency
By: P ADC Hospitality Corporation I, as GP
By:
Dated:
Dated:
City of Miami Beach
BY:--&~~ l (AAftJF\
Dated: tR J~I D1
Dated: 2-' 63
/
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61760.000001 MIAMl155352vl
HUNTON
WILLIAMS
June 27, 2003
Via Hand Delivery
Donald Papy, Esq.
Miami Beach City Attorney's Office
City of Miami Beach
1700 Convention Center Drive
4th Floor
Miami Beach, FL 33139
HUNTON & WILLIAMS LLP
I II J BRICKELL AVENUE
SUITE 2500
MIAMI. FLORIDA 3313 I - I 802
TEL 305 . 810 . 2500
FAX 305.810.2460
STUART K HOFFMAN
DIRECT DIAL: 305-810-2594
DIRECT FAX: 305-810-1603
EMAIL: shoffman@hunton.com
FILE NO: 61760.1
Re: RDP Royal Palm Hotel Limited Partnership lease
with the Miami Beach Redevelopment Agency
Dear Don:
In accordance with our telephone conversations, I am delivering four (4) copies
of the Tolling Agreement which have been executed by R. Donahue Peebles on behalf of Royal
Palm (as defined in the Agreement). In accordance with our discussions, you have agreed that
upon receipt of the copies signed by Mr. Peebles, you will either have Christina Cuervo
execute the enclosed Agreements and return two fully executed copies to me or, alternatively,
return two of the enclosed Agreements signed by Mr. Pe'ybles and two counterpart Agreements
signed by Ms. Cuervo. /
I have also enclosed a check from P Royal Palm Hotel, LP in the amount of
$41,291.52 representing rent due the Agency fo June, 2'003. As we have discussed and as
stated by Mr. Peebles at the Commission me ti , the delivery of this check is without waiver
and is with reservation of all rights.
cc: R. Donahue Peebles
61760.000001 MIAMI 156060vl
/
RDP ROYAL PALM HOTEL, L.P.
2495
REFERENCE NO. DESCRIPTION INVOICE DATE INVOICE AMOUNT DISCOUNT TAKEN AMOUNT PAID
RP-0306 June 2003 6/26/03 41,291.52 41,291.52
CHECK DATE CHECK NO. PAYEE DISCOUNTS TAKEN CHECK AMOUNT
6/26/03 2495 Miami Beach Redevelopment Agency $41,291. 5~
_,...._,.,'_..,.~..."..~"'...,."'__....~_.'",,..,....._,_.,~_~.,__"_...'"'c...__~.......,_"'_......____~_"""~______.
RDP ROYAL PALM HOTEL, L.P.
100 S.E. 2ND ST., STE. 4650
MIAMI. FL 33131
UNION PLANTERS BANK
MAIN OFFICE. 1221 BRICKELL AVE.
MIAMI, FLORIDA 33131
63-841/670
2495
CHECK NO.
2495
DATE
Jun 26, 2003
AMOUNT
***$41,291.52
Memo:
PAY Forty-One Thousand Two Hundred Ninety-One
~~ Miami Beach Redevelopment Agency
OF: 1700 Convention Center Drive
Miami Beach, FL 33139
and 52/100 Dollars
VOID AFTER 90 DAYS
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