Amendment to Covenant/RDP
AMENDMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS
This AMENDMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS
("Amendment") is made as of the IS- day of Ft;;.8Rt1#/Z.'/. 2005, by MIAMI BEACH REDE-
VELOPMENT AGENCY, a public body corporate and politic (the "Owner"), and RDP ROYAL
PALM HOTEL LIMITED PARTNERSHIP, a Florida limited partnership ("Tenant").
RECITALS:
A. Owner previously executed and recorded among the Public Records of Miami-
Dade County, Florida in Official Records Book 18170, at Page 883, that certain Declaration of
Covenants and Restrictions dated May 28, 1998 (the "Declaration") relating to the property
described in Exhibit "A" attached hereto (the "Property").
B. Tenant has leased the Property from Owner pursuant to an Agreement of Lease
recorded among the Public Records of Miami-Dade County 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 and Owner 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.
C. Subsequent to the recording of the Lease, Tenant began the construction of the
Royal Palm Crowne Plaza Hotel ("Hotel").
D. During the construction of the Hotel, Tenant 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 Tenant's refusal to pay certain
Rental due under the Lease and the Agency's refusal to pay claims related to said conditions and
alleged construction delays.
E. The parties respectively deny and dispute all such claims and allegations against
them, whether asserted or unasserted.
F. 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.
G. Agency and City 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 Tenant, 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.
H. The parties agree that any rights and obligations of Tenant created by the
Declaration and this Amendment shall run with the land and inure to, and be binding upon, any
future owner of the Premises.
I. Tenant and Owner wish to amend certain of the provisions of the Declaration as
hereinafter set forth.
NOW, THEREFORE, in consideration often dollars and other good and valuable consid-
eration, the receipt and adequacy of which are hereby acknowledged and intending to be legally
bound, the parties hereby amend the Declaration as follows:
1. Recitals. The foregoing recitals are true and correct and 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 Declaration.
3. Covenants and Restrictions on Premises. The Declaration is hereby amended to
provide that (a) Section 2.2 shall not apply to the Shorecrest Land portion of the Property, as
defined in the Lease, and legally described in Exhibit "A" attached hereto and made a part
hereof; (b) Section 2.3 of the Declaration shall have no further force or effect c;;xcept that if then
applicable zoning ordinances require a covenant in lieu of unity of title, the owner of the
Premises shall fully comply with such ordinances and any other Requirements; (c) despite the
payment of the Purchase Price and termination of the Lease, the Declaration shall not terminate;
and (d) in the event the owner of the Premises creates a condominium on the Shorecrest Land,
the owner of the Premises shall payor cause the condominium association to pay the
corresponding beach concession fees consistent with those fees charged other upland private
owners of hotel and condominium properties. Notwithstanding anything to the contrary in the
foregoing, the parties acknowledge and agree that the use of the Royal Palm Land, as legally
described in Exhibit "A" of the Declaration, for any ownership structure such as time share, time
interval, cooperative or condominium is strictly prohibited.
4. Additional Changes to Covenants and Restrictions. (a) Section 2.4 of the
Declaration is hereby amended to delete "restaurant portion of the Premises" and to substitute
"condominium units that may be permitted on the Shorecrest Land" is substituted therefor; (b)
Section 3.6(iv) of the Declaration is deleted; and (c) the last sentence of Section 3.6 of the Decla-
ration is deleted in its entirety.
5. No Further Modification. Except as otherwise set forth herein, the Declaration
remains unmodified and in full force and effect.
6. WAIVER OF JURY TRIAL. TENANT AND OWNER HEREBY KNOW-
INGLY, 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 DECLARATION, AND ANY AGREEMENT CONTEMPLATED 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 OWNER TO ENTER INTO THIS 7NDMENT. FURTHER, BOTH TENANT~
AND OWNER HEREBY CERTIFY TO EACH OTHER THAT NO REPRESENTATIVE
OR AGENT OF EITHER ONE OF THEM, NOR THEIR COUNSEL, HAS REPRE-
SENTED, 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.
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IN WITNESS WHEREOF, the parties have executed this Amendment to Declaration of
Covenants and Restrictions to be effective as of the day and year first set forth above.
Witnesses:
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STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
AGENCY
CH REDEVELOPMENT AGENCY,
Y. c orate and politic
I
By:
ATTEST:
By: _tattt r f ev.. c1t"
Robert Parcher, Secretary
BEFORE ME, the undersigned authority, personally appeared David Dermer, Chairman
and Robert Parcher, Secretary, of the MIAMI BEACH REDEVELOPMENT AGENCY, a public
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 personally known to me or produced a valid drive's license as identification.
C. Witness my hand and official seal in the County and State last aforesaid this / 51ay of
-+-~~ .2005.
(NOTARIA SEAL) c. ~~
e: YcUn,le)( r!7ort} es
My Commission Expires:
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" YAMILEX MORAlES
l~m'~' ..'<" Notary Public. Stol.. .f ,FIoIida,
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~~ ~i Commllllon # DO 36~"~8
I,?t,clr.f,\,"" 8on( lp< 1 Rv Nablal Notary Ass!'
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Notary Public-State of Florida at Large
Commission Number: ,])[) %~ 9 J g/
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
RDP ROYAL PALM HOTEL LIMITED PART-
NERSHIP, a Florida limited partnership
eeL!
By: P ADC HOSPITALITY CORPORA nON I,
a Florida corporation, as General Partner
By:
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 PARTNER-
SHIP, a Florida limited partnership, on behalf of such limited partnership. He is personally
known to me or produced a valid Florida driver's license as identification.
'-- - '
(NOTARIAL SEAL)
~VI~ Nathalie Legagneur
~": W .E Commission # DD385416
'f?;,'MI.Q Expires Febl\lary 5, 2009
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My Commission Expires:
eebles, President
Commission Number:
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EXHIBIT "A"
THE PROPERTY
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61760.000001 MIAMI 217811v8