Amendment to Garage Easement
AMENDMENT TO GARAGE EASEMENT AGREEMENT
This Amendment to Garage Easement Agreement ("Amendment") is made and entered
into as of the /S- day OfTG'l3Ilt;.4IU.t. 2005, by and between RDP Royal Palm Hotel Limited
Partnership, a Florida limited partn ship, its successors and/or assIgns ("Grantee"), and the
Miami Beach Redevelopment Agency, a Florida body corporate and politic, and its successors
and assigns (the "Agency").
RECITALS:
A. Grantee and Agency previously entered into that certain Garage Easement Agree-
ment as recorded 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 as recorded
among the aforesaid Public Records in Official Records Book 18170, at Page 893 (the "Lease").
Immediately after the execution and delivery of this Amendment and 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 Lease will be terminated.
B. Subsequent to the recording of the Lease, Grantee began the construction of the
Royal Palm!Shorecrest Crowne Plaza Hotel ("Hotel").
C. During the construction of the Hotel, Grantee encountered certain conditions at
the Property which allegedly resulted in certain construction delays. 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 condi-
tions and alleged construction delays.
D. The parties respectively deny and dispute all such claims and allegations against
them, whether asserted or unasserted.
E. The parties, wishing to avoid litigation and amicably resolve all matters existing
between them, entered into negotiations regarding the aforesaid disputes resulting in this
Amendment and other agreements.
F. Agency and Owner in their desire to maintain and fulfill their commitment to pro-
vide 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 joint marketing efforts.
G. Grantee and Agency have agreed to amend and modify certain of the provisions
of the Agreement as hereinafter set forth.
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 by capitalization or other indication of
special definitions such as quotation marks) used in this instrument which are not defined in this
instrument shall have the meanings set forth in the Agreement.
3. Facilitv Usage Pavrnent and Use Fees. As of November 25, 2003, all references
to and all provisions and covenants relating to "Facility Usage Payment", "Use Fee", "Use Fee
Commencement Date", "Excess Usage Payment Amount" and "Gross Parking Revenues" are
hereby deleted from the Agreement as well as Sections 4 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 prior to such date.
4. Garage Operator. Section 5(a) of the Agreement is amended to delete therefrom
the phrase "and approved by Grantee."
5. Charges for Garage. Section 6(c) of the Agreement is amended to define the "self
park rate" to mean either, as designated from time to time by Grantee, (i) the rates charged to the
general public at the Garage and identified as the maximum daily rate or (ii) the valet rate
charged by the Hotel.
6. Default. The phrase "Use Fee" in the first sentence of Section 9(a) of the Agree-
ment is hereby deleted and the remainder of this first sentence in Section 9(a) remains
unchanged. Section 9( c) and Section 9( e) of the Agreement are hereby deleted in their entirety.
Notwithstanding anything to the contrary contained in the Agreement, Grantee shall have no
affirmative obligation to use the Garage for parking for its Hotel Guests and 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
prohibit use of the Garage as provided in the Agreement by Hotel guests through the Hotel
operator.
8. Notices. Section 16 of the Agreement is amended to provide for new addresses for
notices to Grantee as follows:
RDP Royal Palm Hotel Limited Partnership
c/o Peebles Atlantic Development Corporation
550 Biltmore Way, Suite 970
Coral Gables, Florida 33134
Attention: R. Donahue Peebles, President
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with a 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 notices to the City of Miami Beach or to the
Agency, the address of Bloom & Minsker is hereby changed to:
Bloom & Minsker, P.L.
1110 Brickell Avenue, Suite 700
Miami, Florida 33131
Attention: Joel N. Minsker, P.A.
9. No Further Modification. Except as provided herein, the Agreement remains
unmodified and in full force and effect.
1 O. WAIVER OF JURY TRIAL. GRANTEE AND AGENCY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY 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 PALM HOTEL LIMITED
PARTNERSHIP, a Florida limited partnership
c.J.\
By:
By:
e Peebles, President
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STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
BEFORE ME, the 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 PARTNER-
SHIP, a Florida limited partnership, on behalf of such limited partnership. He is personally
known to me or pm<!uced a valid Florida driver's license as identification.
(NOTARIAL SEAL)
~V'1I~ Nathalie Legagneur
='W~fr: commission # DD385416
~~~.j expires FebrUary 5, 2009
~'"' .--~T-F.In.I_,Inc. _lOll
lI"iI' ggf...... ....,
My Commission Expires:
~H~/ ~<~k:L
Print Name:" Z3evw'/..:1 F.. rF"ff~ t,/l
J
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
L(r
Print Name:
Notary Public-State of Florida at Large
Commission Number:
C REDEVELOPMENT AGENCY
'i corporate and politic
B'i
AT EST:
By: fmx p ~Liu,,-
Robert Parcher, Secretary
BEFORE ME, the undersigned authority, personally appeared David Dermer, Chairman
and Robert Parcher, Secretary, of the MIAMI BEACH REDEVELOPMENT 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 for the
uses and purposes therein mentioned, and that they affixed thereto the official seal of said
Agency. Each such individual is p~rsonally known to me or produced a valid drive's license as
identification. APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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~ ~=nY
Rede elopment Agency
General Coun~\ \--
,
nl- . .witness my hand and official seal in the County and State last aforesaid this /51:y of
W'M.Q, 2005.
SEAL)
My Commission Expires:
-
\,'I'~".J"', YAMILEX MORALES
....'\..." (,I.',
f....~. '~'~Notory Public. SIale 01 Florida
~ . . EMvCanmllllon Elq:jeIFeb 15, 2Ct1/
\~>. {Ii Commission # 00 362988
"",,~r.f,~,""" Bonded By National Notary Assn.
61760.000001 MIAMI 217813v6
Notary Public-State of Florida at Large
Commission Number: DD36Jq<t?
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