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Transcript of 451-2003 RDA Reso (1)
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8/15/2019 451-2003 RDA Reso (1)
1/35
City
of
Miami Beach -
City
Clerk '
sffice
R9Q
Status
Report
On
The Letter O Intent (
LOI)
Negotiated
Between
The
City
O
Miami
Beach,
The Miami Beach
Redevelopment Agency
And
RDP
Royal
Palm
Hotel
Limited
Partnership (RDP ).
City
M a n a g e rs
ffice)
ACTION: Discussion
held.
Mayor
Dermer
to
meet
with
Mr.
Peebles
to
give
a
good
faith
effort
to
see
if
an
agreement
canbe reached
and to
report
back
at
the next
Commission
meeting.
Jorge
Gonzalez,
City Manager,
stated that this
is a
report
on
the status of the
LOI
and
referenced
several letters
Mr.
Peebles has transmitted
to the
City.
One
of the letters
was
distributed
at
t o d a y
s
ommission
Meeting.
He stated
that the
way
he reads the
letter,
Mr.
Peebles is
asserting
that
his
claim
exceeds
the
amount
of rent
owed to
the
City,
herefore,
he
should
not have to
pay
the
City
rent
until
such time
as
the claims
balance
out.
He
is
proposing
to
begin
current
rent
payment
as
of
July
1,
2003.
This
clearly
deviates
from the
LO. The
Administration
is
here
to
receive
any
guidance
the Commission
would
like to
give.
Discussion
held.
Mayor
Dermer
asked
if
the
odginal
LOI
was
presented
to
Mr.
Peebles
again
would
he
accept
it.
Discussion
continued.
Commissioner
Cruz stated
that in a
recent conversation
with
Mr.
Peebles,
he asked
him
if he
would be
wlling
to
accept
the
LOI as
presented
at the last
Commission
Meeting.
He
stated
that
Mr.
Peebles
stated,
no
Main motion
made
by
Commissioner
Bower
to
approve
the
original
Letter
of Intent (
LOI)
presented
at
the4
0103
Commission
Meeting
without
any
of
the
changes
and
transmit
it
to
Mr.
Peebles;
seconded
by
Commissioner
Gross.
Discussion
continued.
Commissioner
Cruz
stated
that the
Mayor
should
meet with
Mr.
Peebles
Commissioner
Gross
agreed
that
the
Mayor
should take
the
original
LOI to
Mr.Peebles
tosee
if he is
willing
to
sign
it.
Commissioner
Steinberg
stated
that
he
will vote
against
this
because
of
the
tolling
agreement.
He
explained
the
potential
problems
with the
tolling
agreement.
Discussion
was
held.
Joel
Minsker,
Esq.,
nd
the
C i t ys
utside
counsel,
stated
that
the
tolling agreement
was
to toll
the
statute
of limitation
during
negotiations.
If
negotiations
are
started
and the
LOI
is
signed,
and then
negotiations
breakdown,
that means
the
tolling
agreement
gets
terminated
and
if
you
look
at
the
tolling
period,
May
8,
2002
to
the
day
the
final
negotiations
are
stopped,
he
City
has
stayed
the statute
of
limitations.
On
that
day
Mr.
Peebles
is back
to
May
8,
2002.
Murray
Dubbin,
City
Attorney,
stated
that
the
statute
of limitations
is
in
effect
right
now
There
are
two (
2
laims
he
is
aware
of that he
would
want to
assert:
1)
The environmental
claims,
and
2)
His claim
that he
was
kept
from
examning
the
building
before
he
bought
it.
These
Printed
by
the
City
Clerk'
sffice
Date
Printed:66
003
Time
Printed:3507
M
Source
Database:
M
MBTYCLER
oo4
erkoio
no
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City
of
Miami
Beach -
City
Clerk '
s
ffice
would
be
four
year
statutes
from the
date of
discovery
and
he stated
that
he thinks the
statute
has
run.Discussion
continued.
Commissioner
Steinberg
offered
the
amendment
to
change
the
effective
date
of
the
tolling
agreement
to
be
the
date
of
the
signing
of the
LOI [
as
opposed
to
the
May
8,
2002].
Commissioner
Bower
did
not
accept
the
amendment;
amendment
seconded
by
Commissioner
Gross.
Discussion
continued.
Vote
on
the
amendment:
Ballot:
25
Opposed:
Mayor
Dermer,
Vice-
Mayor
Garcia
and
Commissioners
Bower,
Cruz
and Smith.
Amendment
motion
failed.
Jorge
Gonzalez,
City
Manager,
advised
that
a
time
frame be
added
to
the
motion
such as
the
next
Commission
Meeting.
Commissioner
Bower
agreed.
Murray
Dubbin,
City
Attorney,
stated
that
because
of
the
length
of time
to
the
next
Commission
meeting,
the
Mayor
should
transmit
the
results of
his
meeting
with
Mr.Peebles
if
any
actions
need
tobe
taken.
Vote
on
the
main
motion:
Ballot
Voice
vote:
3-4;
Opposed:
Mayor
Dermer and
Commissioners
Cruz,
Smith
and
Steinberg.
Motion
failed.
Discussion
continued.
Motion
made
by
Commissioner
Gross
to instruct
the
Legal
Department
to
collect
the
rent
onthe
lease;
seconded
by
Commissioner
Steinberg.
Discussion
continued.
Commissioner
Cruz
stated
that
Mayor
Dermer,
along
with
the
City
Manager,
should
meet
with
Mr.
Peebles
to
establish
a
dialogue
and
see
ifan
agreement
can
be
reached.
Mayor
Dermer
stated
that
he would
meet
with
Mr.
Peebles
and
give
it
a
good
faith
effort
to
see
if an
agreement
can
be
reached
and to
report
back
at the
next Commission
meeting.
Commissioner
Steinberg
withdrew
his second.
Handout
o
Reference
Materials
1.
Letter
from
R.
Donahue
Peebles
to
Mr.
Jorge
M.
Gonzalez,
dated
May
21,
2003,
RE:
Royal
Palm
Crowne
Plaza
Resort -
Rent
Payments
2Roll
call
Ballots
City
Clerk'
s
ote:
663
oss-
eference:
40/03-
7B/
RDA
3B and
5
1003 -
9Q.
For
the
record
it
is
noted
that
althought
the
City
Commission
approved
the
Letter
of Intent (
LOI),
Mr.Peebles
informed
the
City
that
he would
not
sign
the
LO.
Pdnted
by
the
City
Clerk's
ffice
Date Printed:
66
003
Time
Printed:3507
M
Source
Database:
M
MBTYCLERoo4
erkfoio
no
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RESOLUTION
NO.
45 ].-
2003
A
RESOLUTION
OF
THE
CHAIRMAN
AND
MEMBERS
OF
THE
BOARD
AUTHORIZING
THE
CHAIRMAN
AND
SECRETARY
TO
AUTHORIZE
EXECUTION
OF
THE
LETTER
OF
INTENT
NEGOTIATED
BETWEEN
THE
CITY
OF
MIAMI
BEACH,
THE
MIAMI
BEACH
REDEVELOPMENT
AGENCY
AND
RDP
ROYAL
PALM
HOTEL
LIMITED
PARTNERSHIP (
RDP )
ND
FURTHER
AUTHORIZING
THE
CITY
ATTORNEY
TO
PROCEED
IN
PREPARATION
OF
THE
CLOSING
DOCUMENTS
TO
REFLECT
THE
TERMS
OUTLINED
IN
THE
LETTER
OF
INTENT.
WHEREAS,
over
the
past
year,
the
Administration,
Vice-Mayor
Simon
Cruz,
as
appointed
liaison
by
the
City
Commission,
the
City
Attorney
and
outside
counsel,
Joel
Minsker,
have
met
with
Don
Peebles
and
his
representatives
to
address
the
outstanding
issues
in
connection
with
the
Royal
Palm
Crowne
Plaza
Hotel (
RDP);
nd
WHEREAS,
on
November
13,
2002,
he
City
Commission
discussed
the
progress
of
the
negotiations
and
was
provided
a
summary
of the
outstanding
issues
at
that
time
and
since
that
date,
he
parties
have
continued
to address
the salient
issues
and
the
proposed
negotiated
terms
are
summarized
and
reflected
in
the Letter
of
Intent (
LOI);
nd
WHEREAS,
the LOI
addresses:
1)
Back
Rennvironmental
Delay
Claim/Sales
Taxes;
2)
Conversion
of
the
Shorecrest
Hotel
to condominium/hoemshaepon
payment
of
the
Purchase
Price
in
full,
i.
. $
10,
000000
lus
the
annual
return;
3
m e n d i n g
the Convention
Center
Agreement
to
reduce
the Room
Block
requirement,
as
defined,
rom
350
rooms
to
257
rooms
per
day,
as
the
Royal
Palm
contains
257
rooms;
4)
Refinancing;
5)
FFE
Reserve;
6)
Outstanding
Disputes;
7)
Restaurant
Agreement;
8)
Release
of
all
Claims
by
RDP,
RDA
and
City
of
Miami
Beach;
9)
mendments
tothe
Garage
Easement
Agreement
to
eliminate
the
payment
of
a
Use
Fee
from
RDP
to
Agency
and
a
Facility
Usage
Payment
from
Agency
to
RDP
annually,
deleting
the
provision
that
requires
RDP's
approval
of
the
garage
operator,
and
defining
the
Self
Park
Rate;
10)
Beach
Concession
Agreement;
11)
t t o r n e y s
Fees;
12)pecial
Indemnification;
13
e r m i n a t i o n ;
and
providing
for
14)
Tolling
Agreement
amongst
the
parties;
and
WHEREAS,
based
upon
the
resolution
ofall
outstanding
claims
and
issues,
pending
the
settlement
with
Clark
Construction,
and
the
agreement
to allow
the
conversion
of
the
Shorecrest
Hotel
to
a
condominium/
hoemshaenly
upon
payment
in full
of
the
Purchase
Price,
t
is
recommended
the
Chairman
and
Members
of
the
Board
adopt
the
attached
resolution.
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NOW,
THEREFORE,
BE IT
DULY
RESOLVED
BY
THE
CHAIRMAN
AND
MEMBERS
OF
THE
MIAMI
BEACH
REDEVELOPMENTAGENCY,
hat
the
Chairman
and
Secretary
hereby
authorize
the
execution
of
the Letter
of
Intent
negotiated
between
the
City
of
Miami
Beach,
he Miami
Beach
Redevelopment
Agency
and
RDP
Royal
Palm
Hotel
Limited
Partnership
and
further
authorizing
the
City
Attorney
to
proceed
in
preparation
of
the
closing
documents
to
reflect
the
terms
outlined
in the
letter
of intent.
SECRETARY
PASSED
and
ADOPTED
this
30th
day
2003
IA
MAN
JMGCMCra
T~GE
NDA~03~
d 3 0 0 3 ~
rdao y a l
Pa
m
LO.
RESdoc
FOR
EXE~TKIN
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REDEVELOPNENT
AGENCY
I
E M
SUMMARY
Condensed
Title:
negotiated
between
the
City
of Miami
Beach,
the
Miami
Beach
Redevelopment
Agency
and
RDP
Royal
IA
Resolution
authorizing
the
Chairman
and
Secretary
to authorize
execution
of
the Letter
of
Intent
Palm
Hotel
Limited
Partnership (
RDP )
nd
further
authorizing
the
City
Attorney
to
proceed
in
preparation
of
the
closing
documents
to
reflect
the
terms outlined
in
the Letter
of
Intent.
Issue:
the Chairman
and Members
of the
Board authorize
the
execution
of
the Letter
of Intent?
Item
Summary/ e c o m m e n d a t i o n :
Based
upon
the resolution
of
all
outstanding
claims
and
issues,
pending
the
settlement
with
Clark,
and
the
agreement
to
allow
the
conversion
of
the
Shorecrest
Hotel
toa
condominium/
hoe
mshae
nly
upon
payment
in full
of the
Purchase
Price,
t
is
recommended
the
Chairman
and
Members
of
the
Board
adopt
the
attached
resolution.
Advisory
Board
Recommendation:
N/A
Financial
Information:
Source
of
Amount
Account
Approved
Funds:
1
2
3
4
Finance
Dept.
Total
City
Clerk's
fice
Legislative
Tracking:
Christina
muervo
Sign-Offs:
Department
Director
T~
GENDA~003~p3003~
da~
oyalPalm
OLSUMdoc
Assistant
City
Manager
City
Manager
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CITY
OF
MIAMI
BEACH
CITY
HALL 1700
CONVENTION
CENTER
DRIVE
MIAMI
BEACH,
FLORIDA
33139 ·
www
iamibeachfl.
gov
REDEVELOPMENT
AGENCY
MEMORANDUM
To
From:
Subject:
Date:
April
30,
2003
Chairman
David
Dermer and
Members
of
Miam Beach
Redevelopment
Agency
Jorge
M.
Gonzalez ~ ~
Executive
Director
A
RESOLUTION
OF
THE
CHAIRMAN
AND
MEMBERS
OF
THE
MIAMI
BEACH
CITY
COMMISSION
AUTHORIZING
THE
MAYOR
AND CITY
CLERK
TO
AUTHORIZE
EXECUTION
OF
THE LETTER
OF
INTENT
NEGOTIATED
BETWEEN
THE
CITY OF
MIAMI
BEACH,
THE
MIAMI
BEACH
REDEVELOPMENT
AGENCY
AND
RDP
ROYAL
PALM
HOTEL
LIMITED
PARTNERSHIP (
RDP )
ND FURTHER
AUTHORIZING
THE
CITY
ATTORNEY
TO
PROCEED
IN PREPARATION
OF
THE CLOSING
DOCUMENTS
TO
REFLECT
THE
TERMS
OUTLINED
IN
THE
LETTER
OF
INTENT,
Administration
Recommendation:
Adopt
the
Resolution.
Analysis:
As
you
are
well
aware,
over
the
past
year,
he
Administration,
Vice-
Mayor
Simon
Cruz,
as
appointed
liaison
by
the
City
Commission,
the
City
Attorney
and outside
counsel,
Joel
Minsker,
have
met
with
Don
Peebles
and his
representatives
to
address
the
outstanding
issues
in
connection
with
the
Royal
Palm
Crowne
Plaza
Hotel (
RDP).
On
November
13,
2002,
he
City
Commission
discussed
the
progress
of the
negotiations
and
was
provided
a
summary
of
the
outstanding
issues
at
that
time.
Since
that
date,
he
parties
have
continued
to address
the salient
issues
and
the
proposed
negotiated
terms
are
summarized
below
and reflected
in
the
attached
Letter
of
Intent (
Le).
1)
Back
Ren/nvironme ntal
Delay
Claim:
Although
not
specifically
referenced
in the
attached
Lei,
nowill
it be
reflected
in
the
final
closing
documents,
as
reported
on
November
13,
2002,
the
parties
agree
to
unavoidable
delays
attributed
to
reconstruction
and
environmental
damages
during
488
days
that
will be
applied
to
back
rent
prior
toHotel
Opening
Date,
hereby
reducing
the rent
due
by
50%
or
a
total
reduction
of $
326,664
during
such
time
period,
as
permtted
in
the
Lease
Agreement. (
Refer
to
Attached
Worksheet)
The
remaining
Unpaid
Back
Rent ,
otaling $
279,99662
will be
applied
as
a
credit
to the
outstanding
environmental
claims.
Said
rent
credit
will not
apply
to
the8%
eturn
on
the
Purchase
Price
of
the
land.
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Apdl
3O,
2OO3
Redevelopment
Agency
Memorandum
Royal
Palm -
Letter
of Intent
Page
2of5
RDP
agrees
to
reimburse
the
City/
RDA
for
50%
f
the
Unpaid
Back
Rent ,
approximately
140,000,
rom
net
receipt
of
funds
upon
settlement
with
Clark
the
Clark
Credit ).
Rent
from
the
Hotel
Opening
Date (
May
2002-April
30,
2003)
totaling
469,583.41
ill
be
paid
within
five (
5)
ays
from
the last execution
of
the LO.
RDP 's
ounsel
has submitted
a
Request
for
Technical
Assistance
Advisement
TAA)
egarding
the
payment
ofsales
tax
onthe
ground
lease rental
payments,
for
which
a
response
is stil l
pending
from
the Office
of
the
General
Counsel
of
the State
of
Florida.
RDP
will
pay
a
portion
of the
sales
taxes
pursuant
to the
pending
TAA
request
on
the full
amount
of Rent
within
five (
5)
ays
of
the
last
execution
of the
LOI.
If
the final
TAA
has not
been
received
prior
to
the
C i t y
s
June
20,
2003,
submission
ofsales
tax
tothe
State,
RDP
will
provide
any
unpaid
amount
to
equal
a
full
7%
n
thetotal Rent
by
June
15,
2003.
Upon
receipt
and
pursuant
to the
TAA,
he
City
will refund
a
portion
of
the sales
tax,
f
applicable.
2)
Shorecrest
Hotel:
Upon
Payment
of
the Purchase
Price
in
full,
i.. $
10,00000
lu s
the
annual
retum,
the
City/RDA
will
agree
to
amend:
The Declaration
of Covenants
and
Restrictions
to
allow
for the
Shorecrest
property
to
be sold
as
a condominium/
hoe
mshae
The Declaration
of
Covenants
and
Restrictions
to
allow
for
the
property
to
be
released
from a
unity
of
title and
RDP will
provide
a
Covenant
in
lieu
of
Unity
of
Title
as
described
in Section
1 1 8 -5
f
the Miami
Beach
City
Code.
The
Convention
Center
Agreement
will
be amended
to reduce
the
Room
Block
requirement,
as
defined,
from
350
rooms
to 257
rooms
per
day,
as
the
Royal
Palm
Hotel
contains
257
rooms.
RDP
is
responsible
to
comply
with
all
applicable
zoning
requirements
in
connection
with
the
sale
of the Shorecrest
Hotel Condominium
units.
3)
Reflnancinq:
Within
5
years,
RDP
will
refinance
the
Recognized
Mortgage
with
subsequent
refinancing
occurring
every
1 0 t h
Lease
year
thereafter.
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10/35
April
3O,
2OO3
Redevelopment
Agency
Memorandum
Royal
Palm -
Letter
of Intent
Page
3
of
5
4)
FFE Reserve:
The
FFE
Reserve
requirements
for
the
Royal
Palm
and
the
Shorecrest
Hotels
will
be
amended
to
mirror
the Loews
Hotel
Agreement commencing
in the
second
Lease
Year that
sets
forth:
5)
Lease
Year
Percentage
of Hotel
Revenues
1
0%
2
1%
3
2%
4
3%
5
4%
Outstanding Disputes:
RDP
agrees
to
cue
all
outstanding disputes (
ist
attached
as
Exhibit
B)
ithin
30
days
of the
execution
of
the LOI.
The
outstanding
liens/
claims
o
other
obligations
with
Clark
Construction (
isted
separately
asthe
Clark
Disputes )
ill
be satisfied
upon
settlement
of
litigation
with
Clark.
Any
future defaults
will
immediately
terminate
the LO.
6)
Restaurant
Ar e e m e n t :
The
City/
R D A
agree
to eliminate
the Restaurant
Agreement
Requirement
and
will
allow
RDP
to construct
a
Spa,
additional
meeting
space
o
other
ancillary
Hotel
uses,
subject
to all
applicable
zoning
requirements.
The
corresponding
300,000
Letter
of
Credit
requirement
has been
eliminated.
7)
Release
of
all Claims
by
RDP,
RDA and
City
of
Miami
Beach
In consideration
of
the terms
negotiated
herein,
he
parties
agree
to release
all
claims
against
each
other
upon
execution
of
the
Closing
Documents.
8)
Gara,qe
Easement
Ar e e m e n t :
The
City/R D A
has
agreed
to
delete
Section
4
of
the
Garage
Easement
Agreement
that
provides
for
the
payment
of
a Use
Fee
fromRDP
to
Agency
and
a
Facility
Usage
Payment
from
Agency
to
RDP
annually.
For
clarification
purposes,
the
Use
Fee
and
Facility
Usage
Payment
represent
an
equivalent
amount (
i..
wash)
up
until
the
gross
parking
revenues
exceed $
12
million;
at
which
time,
he
Agency
was
obligated
to
pay
RDP
6
6%
f
the
gross
revenues
that
exceed $
12
million
in the
form
of
an
additional
Facility
Usage
Payment.
For
the last
fiscal
year
2002,
the
Garage
reflected
gross
parking
revenues
of
1
8552
nd
had
the Hotel
been
opened
during
the same
time
pedod,
RDP
would
have been
entitled
to
receive
approximately $
37,
95.
This
will
represent
an
annual
recurring
savings
to the
City/
R D A
as
long
as
the
Garage
Revenues
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Ap#30,
2003
Redevelopment
Agency
Memorandum
Royal
Palm -
Letter
of
Intent
Page
4
of
5
exceed $
12
million,
which
is
the breakeven
point.
The
provision
that
requires
RDP 's
approval
of
the
garage
operator
has
been
deleted.
The
parties
have
agreed
to
define
the
Self
Park
Rate,
as
set forth
in the
Garage
Easement
Agreement,
as
the
rate
charged
to the
general
public
at the
Garage
Facility
and identified
as
the
Maximum
Daily
Rate.
9)
Beach
Concession
Agreement:
Concurrent
with
the
sale of
the Shorecrest
Hotel
Property,
applicable
beach
concession
fees
will
apply.
Attorneys
Fees:
RDP
has
agreed
to
reimburse
the
City/
RDA'
egal
fees
up
to
the
first $
6000
charged
by
the
C i t ys
utside
counsel
in connection
with
this Settlement.
11)
Special
Indemnification:
RDP
shall
indemnify
the
City/
RDA
from
any
third
party
challenges
in connection
with
the amendment
proposed
herein,
except
for
challenges
arising
out
of
the
settlement
of
back
rent,
environmental
claims,
delay
damages
and
the
Clark
Credit.
12)
Completion
Guarantee:
The
Completion
Guarantee
will be
terminated
upon
delivery
of the
Certificate
by
the
Architect
and
the
Final
CO
which
are
pending
to
comply
with
the
terms
of
the
agreement.
13)
Termination:
The
LOI
may
be terminated
by
either
party
if the
Closing
Documents
have
not
been
executed
within
six (
6)
onths
of
execution
of
the
LOI.
14)
Standstill:
In
connection
with
the
execution
of
the
LOI,
a
Tolling
Agreement
is attached
as
Exhibit
Dhat
will
establish
a
period,
the
Tolling
Period ,
uring
which
the
parties
can
continue
to
negotiate
and
finalize
Closing
Documents
to
resolve
the
Royal
Palm'
s
otential
claims
and
the
Agency/City
claims
without
litigation.
During
the
Tolling
Period,
he
parties
agree
that
the
allegations
of
laches
and/
or
estoppel
and
the statute
of
limitations
are
tolled
as
to the
outstanding
issues
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April
30,
2003
Redevelopment
Agency
Memorandum
Royal
Palm -
Letter
of Intent
Page
5
of5
between
the
parties.
The
Tolling
Period
shall
commence
as
of
May
8,
2002,
as
this
was
the
date
the
City
Commission
first
discussed
and authorized
negotiations
on
the
conceptual
settlement
terms,
and
shall
terminate
31
days
after
either
party
delivers
advance
written
notice
to
theother
party
of its
desire
to
terminate
same,
o
automatically
upon
execution
of
the
Closing
Documents.
The
most
substantive
changes
from
the
items
presented
to
the
City
Commission
in
November
13,
2002,
relate
to the
City/
RDA's
greement
to
release
of the
Shorecrest
Property
for
condominium/
hoemshae
pon
full
payment
of
the Purchase
Price
in
full,
i.
. $
10
million,
instead
of
the
previously
negotiated
position
upon
payment
of
the
Shorecrest
portion
of
the Purchase
Price,
of $
4.5
million
within
five
years.
Additionally,
he
elimination
of
the excess
Facility
Usage
Payment
will
represent
an
annual
recurring
savings
to
the
Anchor
Shops
Garage/
RDA.
Based
upon
the
resolution
of
all
outstanding
claims
and
issues, pending
the settlement
with
Clark,
and
the
agreement
to allow
the
conversion
of the Shorecrest
Hotel
to
a
condominium/hoe
mshae
nly
upon
payment
in
full
of
the Purchase
Price,
it
is
recommended
the Chairman
and
Members
of
the
Miami
Beach
Redevelopment
Agency
adopt
the
attached
resolution.
JMGCMC/
ra
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G
ENDA~
003',
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r3003~rdaoyalPalm
LO.CMdoc
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This
communication
is
a
privileged
settlement
communication
and
strictly
inadmissible
for[
any
pUrpoSe
pursuant
to
Section
90.408,
Fa.Stat,
and
Rule
408,
Fed,
1L
Evd~
I
LETTER
OF
NTENT
TO
AMEND
ROYAL
PALM
CROWNE
PLAZA
RESORT
AGREEMENTS
Subject:
Parties:
Royal
Palm Crowne
Plaza
Hotel
RDP
Royal
Palm Hotel
Limited
P artnership (
RDP )
City
of
Miami
Beach (
he
Cty )
Miami
Beach
Redevelopm ent
Agency (
he
Agency )
Date: ,
2003
RECITATIONS:
A
On
May
28,
1998,
the
parties
entered
into
an
Ag reem en t
of Lease
regarding
the
land
moe
fully
described on
ExhibitA (
Land )
ttached
hereto
and made a
part
hereof
as
if
fully
set forth
herein,
as
recorded
on
July
1,
1998
in
Oficial
Records
Book
18170,
at
Page
0893,
in
the
Public Records
of
Miami-
Dade
County,
Florida (
Lease ).
B
Subsequent
to
the
recording
of the
Lease,
RDP
began
the
construction
of
the
Royal
Palmhorecrest
Crowne
Plaza
Hotel (
Hoel ).
C.
During
the
construction
of
the
Hotel,
RDP
encountered
structural
prob lem s
with
the
original
Royal
Palm Hotel
and
soil contamination
problem s
regarding
the
Land
which
alleg-
edly
resulted
in certain construction
delays.
A
dispute
arose
amongst
the
parties
regarding
the
aforesaid
prob lem s
and
delays
resulting
in
R DP 's
efusal
to
pay
certain
Rental
due
under
the
Lease
and
the
A g e n c ys
efusal
to
pay
claims
related
to
said
contamination
and
alleged
construc-
tion
delays.
D The
parties
respectively
deny
and
dispute
ali
such
claims
and
allegations
against
them,
whether asserted
o
unasserted.
E
The
parties,
wishing
to
avoid
litigation
and
amicably
resolve all
matters
existing
between
them,
entered
into
negotiations
regarding
the
aforesaid
disputes.
This
letter sets
forth
the
understanding
reached
as
a
result
of
such
negotiations.
Capitalized
terms
which
are
not
defined
in
this Letter
of
Intent to
Amend
Royal
PalmCrowne
Plaza Resort
Agreem ents (
LO )
shall
have the
m eanings
ascribed
to
them
in
the
existing, applicable
documents.
Agency
means,
as
appropriate,
he
Agency
o the
City
o
both,
as
the case
may
be.
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
subject
to
the
Hotel'
s
ontinuing
com p liance
with
the Convention
Center
Agreement
which
provides,
among
other
things,
that
the
Hotel
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owner
and
its
successors
and
assigns
make
available
Hotel
facilities
and
services
for
support
of
the
Convention
Center
events
and
to undertake
joint
m arket ing
efforts.
1
BACK
RENT
AND
REAL
ESTATE
TAXES:
1.1
Back
Rent
Prior
To
The
Hotel
Opening
Date.
RDP
and
the
Agency
agree
that
unavoidable
delays
attributed
to
the
environmental
and reconstruction
delays
occurred
prior
to
the
Hotel
Opening
Date.
RDP
has
previously
paid
128373.38
n
Back Rent
prior
to
the
Hotel
Opening
Date;
i.
.,
rom October
31,
2000
to
May
14,
2002,
and
the
Agency
shall
retain
said
amount
in full settlement
of
all
amounts
due
for
Back
Rent
for the
period
prior
to
May
15,
2002.
Additionally,
RDP
shall
pay
within
five (
5)
ays
from
the
last
execution
of
this
LO
any
and
all
applicable
sales
tax
due
and
owing
on
said
amount
plus
any
interest
and
penalty
assessed
by
the
State
of
Florida
against
the
City
and/or
the
Agency
for
failure
to
pay
applicable
sales
tax
on
said
amount
prior
to
the
Hotel
Opening
Date.
1.2
Clark
Credit.
Sub jec t
to the
conditions
set
forth
in this Section
1.2,
RDP
shall
pay
to
the
Agency
an
amount
up
to $
140,000.
00(
he
Clark
Credit )
plus
applicable
sales
tax
when,
and
if,
t settles
its
present
litigation
with
The
Clark
Construction
Group
styled
RDP
Royal
Palm
Hotel,
LP,
Et A.
vs
he
Clark
Construction
Group,
Inc. vs.
Arquitectonica
International
Corp.,
Et
A.,
.
S
District
Court,
Southern
District
of
Florida,
Case
No.
01
130
Viddlebmoks
Clark
Litigation )
o
ifit obtains
a final
non-
p p e a l a b l e
judgment
in
the
Clark
Litigation.
RDP
shall
pay
this
amount
to
the
Agency
within
ten (
10)
ays
of
its
receipt
of funds
from,
and
to the
extent,
either
the
settlement
o the
judgment
provides
excess
funds
after
RDP
pays
its
attorneys'
fees
and costs
for
the
Clark
Litigation.
Article
4 of
the
Lease
entitled
Late
Charges
shall
not
apply
to
the
payment
of
the Clark
Credit.
The
application
of
the Clark
Credit
shall
be
treated
as
additional
Bank
Rent
which
shall
be
due
only
if
he
conditions
set
forth
in this
Section
are
met and
then
only
to that
extent.
Any
amounts
paid
to
the
Agency
under
this
Section
1.2
shall
not
apply
to
the
eight percent (
8%
eturn
calculation
as
a
component
of
the Purchase
Price
as
defined
in
Section
36.
1(
ii)
f
the
Lease (
the
Return ).
his
provision
shall
survive
the
payment
of
the Purchase
Price.
1.3 Back
Rent
After
The
Hotel
Opening
Date.
RDP shall
pay
the
Agency
within
five (
5)
ay s
from
the
last
execution
of
this
LO
the sum
of
469583.
41
lus
applicable
sales
tax,
epresenting
the
Back
Rent (
Post
Opening
Back
Rent )
rom
the
period
of
May
15,
2002
to
April
1,
2003.
1.4
Real
Estate
Taxes.
The
parties
acknowledge
that
the
2002
real
estate
taxes
on
the
Improvements
are
unpaid
and
that
said
taxes
are
being
appealed.
On
orbefore
the date
the
Closing
Documents
are
executed,
RDP
shall
provide
to
the
Agency
proof
that it
has
com p lied
with
the
requirem ents
of
Section
32.
2(
b
f the
Lease
as
to said
taxes.
Further,
o
the
extent
that
sales
taxes
are
due
on
real
estate
taxes
which
were
the
responsibility
ofRDP
prior
to the
date
of
the
2
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Lease
Year
Pem en tages
of
Hotel
Revenues
I
O%
2
1%
3
2%
4
3%
5
and
thereafter
4%
6
SHORECREST
RESTAURANT:
6.1
Changes
to
Article
33
of the
Lease.
Article
33
of the
Lease
shall
be amended
to
delete
therefrom
subsections (
a)
hrough (
f)
nd
to
permt
in
the
area
originally
contem plated
for
the
Restaurant (
the
Space )
he
construction
of
a
spa,
additional
m eet ing
space
o other
im provem ents
for
any
reasonable
hotel
purpose
that
will
benefit
the
operation
of
the
Hotel;
provided,
however,
hat
such
uses
are
perm issible
under
all
applicable
local
laws
and
zoning
ordinances.
The
sizes
and
dimensions
of
all
such
facilities
within
the
Space
shall
be as
reasonably
determined
by
the
RDP
and
the
Operators (
defined
below)
of
the
respective
facilities.
Subsection (
g
hall
be
amended
to
relate
to
any
Operator.
The
amended
Lease
shall
provide
that
such
facilities
shall
not be
subject
to
any
further
approval
by
the
Agency
except
as
provided
in
paragraphs
6.3
and
6.5,
below,
but
the
use
and
operation
of said
facilities
shall
be
consistent
with
that
of a
first
class
hotel.
6.2
Fees
and
Costs.
RDP
shall
be
solely
responsible
for,
and
shall
pay,
at
its sole
cost
and
expense,
any parking
im p ac t
fees
and
any
other
costs,
including
but
not
limited
to
concurrency
fees,
permit
fees
and
the
like
resulting
from
the
newfacilities.
6.3
The
Space
as
a
Condominium
Unit.
If
the
Space
is
located
on
the
Shorecrest
Land,
and
if
RDP
elects
to
create
a
condominium
unit
for the
Space
as
perm itted
under
the
terms
of the
Lease,
RDP shall
cause
the
Declaration
of
Condominium
to contain
provisions
that (
i)
he
sale
or lease
of
the
Space
unit
shall
be
subject
to
the
A g e n c y
s
pproval
and (
ii)
he
Space
unit
shall
be
operated
in
accordance
with
the
quality
standards
referred
to
in
paragraph
6
of
this
LOI.
6.4
Non-
isturbance
Agreement.
Upon
request
of
RDP,
he
Agency
shall
execute
a
non-isturbance
agreement
in
favor
of
a third
party
Space
operator
an
Operator )
ontaining
terms
general ly
found
in
such
agreements
in form
and
content
reasonably
acceptable
to
the
Operator
and
the
Agency,
but
the
term
of
which shall
be
no
longer
than
the earlier
to
occu
of (
i)
he
expiration
of
the
third
party
Space
agreement
o (
ii)
wenty (
20) ears.
6.5
Operator
Agreement.
In the
event
the
Space
is
m anaged
o
operated
by
an
Operator
pursuant
to
an
agreement
between
RDP
and
Operator,
said
agreement
shall
be
deemed
to
be Sublease
under
the
Lease
requiring
Agency
4
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approval
under Section
102(v
f
the
Lease,
the
agreem en t
shall
contain
quality
standards
pertaining
to
the
operation
and
physical
condition
ofthe
Space
which shall
be
enforced
by
RDP,
which
standards
and
the
selection
of
the
Operator
shall
be
subject
to
approval
by
the
Agency.
7 EXISTING
DISPUTED
ITEMS:
7.1
List Of
Disputed
Items.
Exhibit
B
ntitled
Lst
of
Disputed
Items
s
attached
hereto
and
incorporated
by
reference
herein
as
a
list of
the
cur-
rent
disputed
items
under
the
Lease and
other
related
documents
as
of the
date
of
last
execution
of
this
LO (
RDP
Items ).
7.2
Curing
of
RDP Items.
RDP
shall
cure
all
of the
RDP
Items
on
o
before
thirty (
30)
ays
from
the
date
of execution
of
this
LO
except
for
those
items
listed
in Exhibit
C
ttached
hereto
and
specif ical ly
incorporated
herein.
RELEASES OF
ALL
CLAIMS
BY
RDP~
THE
AGENCY
AND
THE
CTY
8.1
RDP Claims.
RDP
shall
waive
and
release
any
and
all
alleged
delay
claims,
environmental
dam age
claims
and
any
other
claims
of
any
kind
whatsoever
against
the
City
and/or
the
Agency
arising
o
accruing prior
to
the
date
of
execution
of
the
Closing
Documents
upon
the
execution
of
the
Closing
Documents.
8.2
Agency
and
City
Claims.
The
Agency
and
the
City
shall
waive
and
release
their
Owner's
xcess
contribution
claim
and
any
other
claims
of
any
kind
whatsoever
against
RDP
upon
the
execution
of
the
Closing
Documents.
8.3
Acknowledgement.
Provided
that
all of
the
terms
and
conditions
of
this
LOI have
been
satisfied
by
all
parties,
the
amendment
to the
Lease
shall
contain
a written
acknowedgment
that
all
alleged
claims
and other
alleged
defaults
have
been
cured,
settled
and
o
waived,
hat
all
controversies
between
the
parties
have been
settled
and
that
the Lease
is
in
good
standing
and
in
full
fome
and
effect.
9
GARAGE
EASEMENT
AGREEMENT:
9.1
The
Garage
Easement
Agreement
shall
be
amended
as
appropriate
to
provide
for
and
incorporate
the
following
concepts:
A
The
parties
shall
have
no
further
obligation
for
the
payment
of
Use
Fees
and
Facility
Usage
Paym en ts
and
no
such
payments
are due
either
party
as
of
the
date
of
the execution
of
this
LOI.
B
The
words
and
approved
by
Grantee
in Section
5(a)
hall
be
deleted.
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C.
RDP shall
have
no
affirmative
obligation
to
use
the
Garage
for
its
Hotel
guests
and
em p loyees .
D
Section
9(a)
hall
be deleted
and
the
Garage
Easement
Agreement
shall
be
removed
from
any
cross
default
provisions
contained
in
any
of the
Hotel
related
documents.
E
The
term
self
park
rate
shall
mean (
i)
he
rates
charged
to
the
general
public
at
the
Garage
facility
and
identified
as
the
maximum
daily
rate
o (
ii)
he
valet
rate
charged
by
the
Royal
Palm
Hotel
at
RDP'
s
election.
9.2
The
remainder
of
the
Garage
Easement
Agreement
shall
remain
in
full
force
and effect.
9.3
In
the event
that
RDP
creates
a
hotel
condominium
on
the
Shorecrest
Land,
hen,
in
that
event,
he
parties
to
this
LO
agree
that
there
are
no
rights
o
agreements
under
the
Garage
Easement
Agreement
which
will
be
transferred
to the
Shorecrest
Hotel Condominium
unit
owners.
10.
CONCESSION
AGREEMENT
UNDER
THE
LEASE:
1 0 .
1
Fee
Payment.
RDP
shall
pay
the
Concession
Fees
due
and
owing,
if
any,
under
the
Concession
Agreement
described
in
Exhibit
14.5
of
the
Lease
on
o
before
five (
5)
ays
after
the
last
execution
of this
LOI.
The
parties
are
not
now
aware
of
any
such
outstanding
fees.
10.
2
License
Fees. RDP
shall
pay
o
cause
to
be
paid
the
corresponding
occupational
license
fee in
connection
with the beachfront
concession
operation
for the
Hotel.
10.3 Shorecrest
Condominium.
In
the
event
that
RDP
creates
a
hotel
condominium
on
the Shorecrest
Land,
hen,
n that
event,
RDP
shall
pay (
or
cause
the
Shorecrest
hotel
condominium
association
to
pay)
the
corresponding
applicable
beach
concession
fees consistent
with
those
fees
charged
other
upland
private
owners
ofhotel
and
condominium
properties.
11. CLARK
CONSTRUCTION
LITIGATION
LIENS:
The
existing
Clark
Litigation
liens
and
future
liens,
ncluding
liens
filed
o
which
may
be
filed
by
subcontractors,
relating
solely
to
the
Clark
Litigation,
if
any,
against
the leasehold
interest
of
RDP
in the
Lease
shall
not
be
considered
an
Event of
Default
under
any
of
the Hotel
Documents
so
long
as
RDP
diligently
and
in
good
faith
continues
to
prosecute
its claims
to resolve
all issues
under
the Clark
Litigation;
provided
however,
that
nothing
contained
herein
shall
relieve
RDP
of
its
responsibility
to remove
these
liens
and
to resolve
those
matters
contained
in
Exhibit
C ,
ither
by
resolution
of
the
Clark
Litigation
o
otherwise.
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12.
ATTORNEYS
FEES:
Each
party
shall
bear
its own
legal
fees
relating
to
this LO
and
the
Closing
Documents
except
that RDP
shall
reimburse
the
Agency
at the time
of the
execution
date
of
the
Closing
Documents
its
legal
fees
up
to
the first $
60
00
charged
by
Bloom &
Minsker,
P
L,
ased
upon
an
hourly
rate
of $
50.
00
Agency
shall
provide
to
RDP
detailed
statements
for
professional
services
showing
time
and
activity
ona
daily
basis
supporting
said
reimbursement.
13.
ADDITIONAL
TERMS~
CONDITIONS
AND
ISSUES
NOT
COV-
ERED
IN
THIS
LO:
Because
of the
co m p lex
nature
of
the
documents
involved
and
the
changes
being
considered
as
a result
of this
LO,
RDP,
he
Agency
and
the
City
shall
have
the
right
to
raise
additional
terms
and
conditions
and
issues
not
covered
in
this
LO
and
which
are
not
inconsistent
with
the
terms
of
this
LO
as
the actual
draft-
ing
of the
documents
occus
and
continues.
14.
SPECIAL
INDEMNIFICATION
BY
RDP:
RDP
shall
indemnify
and
hold
harmless
and shall
provide
defense
for the
Agency
and
the
City
by
counsel
reasonably
acceptable
to
the
Agency
and
the
City
regarding
any
and
all
matters
arising
out
of,
o
relating
directly
o
indirectly
to,
any
chal lenges
by any
third
parties
to this
LO
and the
Closing
Documents
except
for
those
challenges
arising
out of
the
Clark
Credit,
the
payment
and
partial
waiver of
Back
Rent
and
the settlement
of
alleged
delay
claims
attributed
to
the
environmental
dam age
and
reconstruction
delays
referred
to in
paragraph
1.1
of
this
LO.
15.
COMPLETION
GUARANTEE:
1 5.1
The
Agency
and
the
City
acknowledge
that
the
Guarantor
under
the
Completion
Guarantee
given
to the
Agency
and
the
City
shall
be terminated
upon
delivery
to the
Agency
and
the
City
of the
certificate
by
the
Architect
described
in
Section
2(i)
f
said
Guarantee
and
Final
C O '
s
re
issued
as
contem plated
by
Section
2
i)
f said
Guarantee.
In
all
other
respects,
Guarantor
has
complied
with its
obligations
under
the Guarantee.
The
Completion
Deadline
is
tolled
until
said
certificate
is
delivered
and the
Final
C O 's
re
issued.
16.
DECLARATION
OF
COVENANTS
AND
RESTRICTIONS:
1 6.1
The
parties
acknowledge
that the
payment
in full
by
RDP
of
the
Purchase
Price to
the
Agency
shall
not
terminate
the
Declaration.
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17. CLERICAL
CHANGES
TO THE
LEASE
AND
RELATED
EXIST-
lNG
DOCUMENTS:
Non
ubstantive
clerical
changes
such
as
current
mailing
addresses
in
the
notice
provisions
and
gram m atica l
erros
in the
Hotel
Documents
shall
be
cor-
rected
in
the
Closing
Documents.
18.
GENERAL:
1 8.1
Definitive
Agreements.
Upon
execution
of
this LO
by
RDP,
he
approval
of
the terms
hereof
by
the
appropriate
Agency
and
City
governing
bodies
and
the execution
of
this LO
by
thc
appropriate
Agency
and
City
officials,
the
Closing
Documents
shall
be
drafted.
The
Closing
Documents
will
contain,
among
other
things, representations,
warranties,
conditions,
covenants
and
indemnities
and
the
like
typical
in
similar
transactions,
subject
to the
terms hereof.
Furthermore,
the
parties
to this
LO
recognize
that
due
to
the
complexity
of
the
structure
of
these
transactions,
not
all
of the
m ajor
legal
issues have
been
covered
by
this
LOI.
The
consummation
of
the
transactions
contem plated
hereby
is
con-
ditioned
upon
the
negotiation
and
execution
of
the
Closing
Documents
with
terms,
provisions
and
conditions
mutually
acceptable
to
RDP,
he
Agency
and
the
City
as well
as
the
obtaining
of
all
necessary
lender
approvals
and the
satisfaction
of
the
parties
with all other
agreements
and
matters
necessary
o
desirable
with
respect
to
the
transactions
contem plated
hereby.
The
parties
shall
comply
with
all
applicable
laws,
statutes,
regulations
and
requirem ents
and
p e r f m m a n c e
by
the
Agency,
the
City
and
RDP
under
this
LO
and
the
Closing
Documents
shall
be
subject
thereto.
The
following
is
a
list of
the documents
which
may
need
to
be
amended
o
created (
said
list
is
not
meant
to be
inclusive
of all
required
agree-
ments
and
additional agreements
shall
be
executed
by
the
parties
to this
LO
as
required:
LIST OF
AGREEMENTS
A
ROUND
LEASE
AMENDMENT
B
CONVENTION
CENTER
AGREEMENT
AMENDMENT
C.
DECLARATION
OF
COVENANTS
AND
RESTRICTIONS
AMENDMENT
D GARAGE
EASEMENT
AMENDMENT
E
AGENCY'S
ELEASE
OF
CLAIMS
F.
C I T Y 'S
ELEASE
OF
CLAIMS
G.
R D P 'S
ELEASE
OF
CLAIMS
H
SPECIAL
INDEMNIFICATION
BY RDP
I.
ERMINATION
OF
COMPLETION
GUARANTY
J.
UCC
FINANCING
STATEMENTS -
to
renew
lease
UCC-I s
s
amended
by
Ground
Lease
Amendment
K
SCROW
AGREEMENT.
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18.12
LO
In
Effect.This LO
shall
remain
in
effect
as
provided
herein-
above
provided
that RDP
shall
maintain
the
Lease
and
related
existing
documents
in
good
standing
and free
of
any
defaults (
he parties
agreeing
that
the
issues
cov-
ered
elsewhere
in this
LO
shall
not be
deemed
defaults
for
purposes
of
this
para-
graph
18.12)
during
the
pendency
of this
LO;
he
failure
of
which shall automati-
cally
result
in
this
LO
being
terminated
and of
no
further
force
and
effect
other
than the
specif ic
binding
paragraphs
as
provided
in
paragraph
18.
4ofthis LOI.
18.13
Privileged
Settlement
Communication.
This LO
is
a
privileged
settlement
communication
except
for
the
specific
binding
paragraphs
as
provided
in
paragraph
18.
4
of this
LOI.
The
remainder
of
this
LO
is
strictly
inadmissible
for
any purpose
pursuant
to
Section
90.408,
Florida
Statutes
and Rule
408,
Federal
Rules
of
Evidence.
18.14 Statements
Against
Interest.
Any
statements
made
by any party
to
this LO
contained
in
this LO
have
been made
solely
for
the
purpose
of
resolving
all
matters
existing
between
the
parties
to
this
LOI.
All
parties
to
this
LOI
recog-
nize and
agree
that
any
such
statements
may
not be correct
as
applied
to
any
other
person
o
entities
not a
party
to this LO
and
moe
specifically,
all
parties
to
this
LO
recognize
and
agree
that
any
such
statements
may
not be
correct
as
applied
to
the Clark
Litigation.
18.15
Recording
Fees
and
the Like.
RDP
shall
pay
all
recording
fees
and
the
like for
all
of
the
Closing
Documents
o
any
other
documents
contem plated
by
this
LOI.
18.16
Waiver
of
Jury
Trial. All
of
the
Closing
Documents
shall,
where
applicable,
contain
a waiver
of
jury
trial
provision.
18.17
Cross
Default.
The Convention
Center
Agreement
shall
be
amended
to
provide
that
a default
in
the
Declaration
shall
be
a default
in
the
Convention
Center
Agreement.
CONTINUED
ON
NEXT
PAGE]
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AGREED
AND
ACKNOWLEDGED:
RDP
ROYAL
PALM
HOTEL
LIMITED
PARTNERSHIP,
aFlorida
limited
partnership
By:
By:
PADC
HOSPITALITY
CORPORATION
I,
a
Florida
corporation,
as General
Partner
Name:
R
Donahue
Peebles
Title:
President
MIAMIBEACHREDEVELOPMENT
AGENCY
By:
Name:
David
Dermer
Title:
Chairman
Attest:
Name:
Robert
Parcher
Title:
Secretary
APPROVED:
CITY
OF
MIAMI
BEACH
By:
Name:
David
Dermer
Title:
Mayor
Attest:
Name:
Robert
Parcher
Title:
City
Clerk
Dated:
Dated:
Dated:
2003
2003
2003
11-
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EXHIBIT
B
The
following
is
a
list of
outstanding
disputes
regarding
the
Hotel
Development
Agreement:
ARTICLE
2
CONSTRUCTION
23.
Completion
of
Construction
of
the
Project
b)
pon
Substantial
C om plet ion
of
Construction
of
the
Project
Developer
shall
furnish
the
Owner
with
the
following:
vi)
evidence
that
all
FF&
E
ecessary
to
use
and
operate
the
Hotel
in
accordance
with
Ground
Lease,
Management
Agreement,
Plans
and
Specs,
and
the
Development
Budget
has
been
installed
in
the
Hotel
Developer
will
provide
evidence
to
satisfy
Owner.
ARTICLE
4
OWNER
PARTICIPATION
4.2
Owner's
.ht
to
Notice,
Access
and
Review
a) (
v)
the
delivery
by
Developer
to
the
Owner
of
two (
2
opies
of:
1)
all
agreem en ts
with
contractors (
that
will
be
provided
upon
settlement
with
Clark
Construction),
ubcontractors,
suppliers,
vendors
and
other
Persons
supplying
materials
o
services
in
connection
with
the
Construction
of
the
Project
in
excess
of
Two
Hundred
Fifty
Thousand
Dollars ($
250,000),
hich
shall
be
aggregated
with
respect
toeach
Person
supplying
materials
o
services;
5)
all drawdowns
of
equity
and
loan
proceeds
under
the
Loan
Docs.
7)
Updated
Development
Budget
8)
all
interior
design
control
books
ARTICLE
5
MISCELLANEOUS
CONSTRUCTION
PROVISIONS
5.2
Names
of
Contractors,
Materialmen,
etc. -
Developer
shall
furnish
to
Owner,
with
a
list
of
each
contractor,
subcontractor,
vendor
and
supplier
who
is
perform ing
any
labor
o
supplying
material
in excess
of $
00,000 (
except
for
FF&
E)...
The
items
listed
in
Article
4
and
Article
5
above,
will
be
satisfied
by
the
D e v e l o p e r
s
delivery
of
an
itemized
Project
Cost
Summarization
and
Debt/Equity
Capital
Investment
Summary (
Project
Capitalization
Recap )
egarding
the
Project.
The
following
is
a list
of
outstanding
disputes
regarding
the
Agreement
of
Lease:
ARTICLE
11
O R T G A G E S
11.13.
Refinancing
of
Debt
b)
e f i n a n c i n
q
ot
Related
to
a
Default -
If
Tenant
refinances
its
Debt
in
the
ordinary
course
of
business,
and
not
related
to
any
Event
of
Default,
he
Net
Refinancing
Proceeds
shall
be
applied
in
the
following
order:
i)
o
Owner
to
pay
the
Purchase
Price
for
O w n e rs
nterest
in
the
Premises;
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EXHIBIT
C
LIST
OF
CLARK
CONSTRUCTION
ITEMS
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EXHIBIT
C
CLARK
EXHIBIT)
The
following
is
a
list
of
outstanding
Clark
issues
disputes
regarding
the
Hotel
Development
Agreement:
ARTICLE
2
CONSTRUCTION
23.
Completion
of
Construction
of
the
Project
b)
pon
Substantial
Completion
of
Construction
of the
Project
Developer
shall
furnish
the Owner
with
the
following:
i)
ertificate
of
the
Architect
re:
Substantial
Completion
iii)
lien
waivers
in
form
and
substance
reasonably
satisfactory
to
Owner,
other
than
Clark
Construction
lien waivers
that
will
be
provided
upon
settlement
with
Clark
Construction
v)
o n t r a c t o r
s
inal
Affidavit,
o
be
provided
upon
settlement
with
Clark
Construction
ARTICLE
4 OWNER
PARTICIPATION
4.2
Owner's
.
ht
to
Notice,
Access
and
Review
b)
The
final
critical
path
method (
CPM
Schedule )
The
Developer
will
provide
the
last
CPM
Schedule
provided
by
Clark
in
the
D e v e l o p e rs
ossession.
To
the
extent
the
Final
CPM
Schedule
is
provided
as
a
result
of
the
settlement
of
litigation
with
Clark,
he
Developer
will
provide
same.
ARTICLE
14.DISCHARGE
OF
LIENS
14.2
D i s c h a r .
qe
f
Liens
a)
f
any
m e c h a n i cs
a b o r e r
s
e n d o rs
a t e r i a l m a n
s
similar
statutory
lien
including
tax
liens)
s
filed
against
the
Project
Ste..
eveloper
shall
cause
it
to
be
discharged.
However,
Developer
shall
not
be
required
to
discharge
any
such
lien
if
Developer
has
furnished
Owner
with,
at
D e v e l o p e rs
ption,
a
cash
deposit,
bond,
letter
of credit
from
an
Institutional
Lender
o
other
security.
As
to
liens
filed
by
Clark
Construction,
the
Developer
agrees
that
upon
settlement
of
litigation
with
Clark
Construction,
all
liens
will
be
discharged.
~m~
LLHRISTIN~
DAoyalpalm
lark
Exhibit
B
423
oc
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TOLLING
AGREEMENT
This
Tolling
Agreement (
Agreement )
s
made
this __
da y
of ,
003,
by
and
between
the
RDP
Royal
Palm
Hotel
Limited
Partnership
and
R
Donahue
Peebles, (
collectively,
the
Royal
Palm )
nd
the
Miami
Beach
Redeve lopm ent
Agency (
he
Agency )
nd
the
City
of
Miami
Beach (
the
Cty ).
he
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
potential
federal
and/
or
state
claims
against
the
Miami
Beach
Agency
and
the
City
of
Miami
Beach
concerning
the
Agreement
of
Lease
among
the
Parties,
as
well
as
the circumstances
surrounding
the RFP
issued
by
the
City
of
Miami
Beach
for
the
development
ofa
convention
center
hotel (
he
Royal
Palm's
otential
Claims );
nd
WHEREAS
the
City
and
the
Agency
contend
they,
o
each
of
them,
have
grounds
to
assert
claims
o
appropriate
state
counter-claims
against
the
Royal
Palm
in a
United
States
Court
and/
or
court
arising
out
of the
same
o
related
transactions
and
surrounding
circumstances
as
those
contended
by
the
Royal
Palm (
he
Agency/Cty
Claims );
nd
WHEREAS
the
Parties
have
engaged
and
wish
to continue
to
engage
in settlement
discussions
regarding (
i)
he
Royal
Palm '
s
otential
Claims
that
may
be
brought
by
the
Royal
Palm
against
the
Agency
and
the
City,
and (
ii)
he
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 (
he
Tolling
Period )
uring
which
they
canconsider
and
explore
the
possibility
of
resolving
the
Royal
Palm 's
otential
Claims
and
the
Agency/City
Claims
without
litigation.
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8/15/2019 451-2003 RDA Reso (1)
32/35
NOW,
THEREFORE,
in
consideration
of the
mutual
covenants
and
conditions
set
forth
herein,
he
Parties
agree
as follows:
1.
The
recitals
above
are
incorporated
herein
by
reference.
2
This
Agreement
shall
be effective
upon
execution
and
delivery
by
all Parties (
he
Effective
Date ).
he
Tolling
Period
shall
commence
as
of
May
8,
2002 (
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.
The
Parties
agree
that
the
allegations
of
laches
and/
or
estoppel
and
the
statute
of
limitations
are tolled
during
the
Tolling
Period
as to
the
Royal
Palm 's
otential
Claims
and
the
Agency/
City
Claims.
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
Agreem ents
between
RDP,
he
Agency
and
the
City,
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
anadmission
against
interest
o
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
bring
suit,
o
the
validity
o
justifiability
of
any
of
the
Royal
Palm 's
otential
Claims
o
any
of
the
Agency/
City
Claims.
6
This
Agreement
may
be
executed
in
counterparts.
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8/15/2019 451-2003 RDA Reso (1)
33/35
7
This
Agreement
and
the
obligations
of the
Parties
hereto
may
not
be
altered,
amended,
modified,
extended,
o 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
