Amendment to Convention Center
AMENDMENT TO CONVENTION CENTER AGREEMENT
THIS AMENDMI;:NT to Convention Center Agreement ("Amendment") is made and
entered into as of the /Slfijay of fOil tlAMl . 2005, by and between RDP Royal Palm Hotel
Limited Partnership, a Florida limited partnership (the "Hotel Owner"), and the City of Miami
Beach, a Florida municipal corporation, in its capacity as owner of the Convention Center (the
"Owner").
RECITALS:
A. Hotel Owner and Owner previously entered into that certain Convention Center
Agreement dated May 28, 1998 (the "Agreement") and that certain Agreement of Lease as
recorded among the Public Records of Miami-Dade County, Florida in Official Records Book
18170, at Page 893 (the "Lease"). Immediately after the execution and delivery of this Amend-
ment and as material inducement for and a condition of 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.
B. Subsequent to the recording of the Lease, Hotel Owner began the construction of
the Royal Palm/Shorecrest Crowne Plaza Hotel ("Hotel").
C. During the construction of the Hotel, Hotel Owner 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 Hotel Owner'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.
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 Hotel Owner, 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. Hotel Owner and Owner wish to amend certain of the provisions of the Agree-
ment as hereinafter set forth.
NOW, THEREFORE, in consideration of the payment of ten dollars and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:
tV
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 Agreement..
3. Modification of Room Block. The definition of "Room Block" contained in the
Agreement is amended to read as follows:
"Room Block" means for each calendar month two hundred fifty seven (257)
rooms per day up to an aggregate offourteen (14) days in each calendar month.
4. Notices. Section l2(a) of the Agreement is amended to change the addresses for
notices to the Hotel Owner as follows:
RDP Royal Palm Hotel Limited Partnership
c/o Peebles Atlantic Development Corporation
550 Biltmore Way, Suite 970
Coral Gables, Florida 33134
Attn: R. Donahue Peebles
In each case with a copy to:
Hunton & Williams
1111 Brickell Avenue, Suite 2500
Miami, Florida 33131
Attn: Stuart K. Hoffman, Esq.
In addition, for purposes of copies of notices to Owner and to the Miami Beach Redevel-
opment 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.
5. Cross Default. In the event of a default by Hotel Owner under that certain
Declaration of Covenants and Restrictions recorded in Official Records Book 18170, at Page
883, of the Public Records of Miami-Dade, Florida, as amended from time to time, such default
shall be deemed to be an Event of Default hereunder.
6. No Further Modification. Except as provided herein, the Agreement remains
unmodified and in full force and effect.
7. WAIVER OF JURY TRIAL. HOTEL OWNER AND OWNER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER
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(;I
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMEND-
MENT AND AGREEMENT, AND ANY AGREEMENT CONTEMPLATED TO BE EXE-
CUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITIEN) OR ACTIONS OF
EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR OWNER TO
ENTER INTO THIS AMENDMENT. FURTHER, BOTH HOTEL OWNER AND OWNER
HEREBY CERTIFY TO EACH OTHER THAT NO REPRESENTATIVE OR AGENT OF
EITHER ONE OF THEM, NOR THEIR COUNSEL, 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 PROVI-
SION.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Conven-
tion Center Agreement to be executed by their duly authorized representatives and delivered as
their act and deed, intending to be legally bound by its terms and provisions.
Lc2
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
Hotel Owner:
RDP ROYAL PALM HOTEL LIMITED
PARTNERSHIP, a Florida limited partnership
ul
By: P ADC HOSPITALITY CORPORATION I,
a Florida corporation, as General Partner
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 oersonally
~ow~o me or produced a valid Florida driver's license as identification.
(NOTARIAL SEAL)
~~lI!u" Nathalie Legagneur
gWY:': CommiSSion # DD385416
~Jlf9.Jj expires FebN8ry 5. 2009
~fr.~"-8ondIdTl'O'/flln~lneuranoe, 1nG. 8CJO.385.1019
My Commission Expires:
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IV
Owner:
CITY OF MIAMI BEACH,
a F a municipal corporation, in its capacity
o the Convention Center
Witnesses:
2.L Q Os "-
Print Name: ~ I ~. f.l..J....\ )r-
~~fed7 )-~ .lJeAd..l
<7 ~ - '/' ,,d
Print Name: W-K'~/ 1-, c.rN'.::>lf
~
ATTEST:
By: lUkua fa,~ ~
Robert Parcher, City Clerk
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
BEFORE ME, the undersigned authority, personally appeared David Dermer, Mayor and
Robert Parcher, City Clerk of the CITY OF MIAMI BEACH, a Florida municipal corporation, in
its capacity as owner of the Convention Center, 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 City
for the uses and purposes therein mentioned, and that they affixed thereto the official seal of said
City. Each such individual is personally known to me or produced a valid drive's license as
identification.
Witness my hand and official seal in the County and State last aforesaid this 15~ay of
2005.
( .... ~v II '1. X MORALES
l"JJm' ~<:Notary Publlc . State of FIoIlda
~ . . !MfCo....1IIIb .ElcJieII'eb 15, 2009
'!.~~ 7A.$ COmmission (I DO 362988
',,;""Oftf'.$'......
"'''"'',, Bonded By NatIonal Notay Atsn.
~~
2m;1 ex. rn lJ .'7.~ /es
Notary Public-State of Florida at Large
Commission Number: 1> j) 3~;;J C; J g'
My Commission Expires:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
TO
FORM & LAN UAGE
& FOR UTION
61760.000001 MIAMI 217812v5
1q1ti~4t~A 'J-~/\~C6
City Attomey~" I '"' Date
,~~'4 -
Redevelopme
General