Letter from RDP Royal Palm
February 16,2005
RDP Royal Palm Hotel Limited Partnership
550 Biltmore Way
Suite 970
Coral Gables, FL 33134
RE: Reciprocal Access, Use, Development and Easement Agreement between RDP Royal Palm Hotel
Limited Partnership, Jefferson Plaza, Limited, The City of Miami Beach, Florida, and the Miami
Beach Redevelopment Agency, recorded in Official Records Book 18170, Page 1156 of the
Public Records of Miami-Dade County, Florida (the "Agreement")
Gentlemen:
This is an estoppel letter as contemplated by Section 10(M) of the Agreement in response
to your request.
There is no money due the undersigned pursuant to Paragraph 3(D) of the Agreement. To
the best of our knowledge, there is no breach of any of the obligations contained in the Agreement by any
of. the other parties thereto, except for those alleged breaches set forth by 1500 Ocean Drive
Condominium Association, Inc. in its estoppel letter, dated January 17, 2005, requested by you in
connection with the proposed sale of the Hotel, and attached as Exhibit "A" hereto,
Notwithstanding the foregoing, the undersigned does not waive any default or claim not
currently known to the undersigned or which arises after the date hereof,
We acknowledge that this estoppel letter has been requested by you in connection with
your proposed sale of the Hotel, as defined in the Agreement, to The Falor Companies Inc. or its assignee,
The Falor Companies, Inc, and its assignee may rely upon the contents of this letter in connection with
said purchase.
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
By:
By:
~4-t,.. 2--1 r"e>>S
i A torney~,~", Date
61760.000001 MIAMI 26101 Ivl
1500 OCEAN DRIVE, SUITE 100
MIAMI BEACH, FLORIDA 33139
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TEl 3055340165
FAX 305,534,8465
January 17, 2005
RDP Royal Palm Hotel Limited Partnership
550 Biltmore Way
Suite 970
Coral Gables, FL 33134
RE: Reciprocal Access, Use, Developmenl amI East:IIlt:ul Agrt:t:1I1t:lIllJelweell RDP Royal
Palm Hotel Limited Partnership C"RDP"), Jefferson Plaza, Limited, The City of Miami Beach,
Florida, and the Miami Beach Redevelopment Agency, recorded in Official Records Book 18170,
Page 1156 oflhe Publie Records of Miami-Dade County, Florida (the "Agreement")
Gentlemen:
This is an estoppel letter as contemplated by Section 10(M) of the Agreement in response
to your request.
There is no money due the undersigned pursuant to Paragraph 3(D) of the Agreement. To
the best of our knowledge, the only breach of any obligation contained in the Agreement, by any of the
parties thereto, involves RDP's violation of the permitted use of the areas described in Paragraph 3(B) of
the Agreement. Specifically, RDP continues to allow its vendors, agents, invitees and employees to use
those areas for parking vehicles and other activities which exceed the permitted ingress and egress usage
as provided for in Paragraph 3(B),
Furthermore, RDP and its successor in interest should be on notice of continuing
problems with noise from exhaust fans in the RDP garage and from outdoor activities conducted on the
RDP property, These issues have been subject of prior communications, but have not been fully resolved,
We acknowledge that this estoppel letter has been requested by you in connection with
your proposed sale of the Hotel, as defined in the Agreement, to The Falor Companies Inc, or its assignee.
The Falor Companies, Inc., its assignee, and its lenders may rely upon the contents of this letter in
connection with said sale,
448 I 74_l.DOC