TABLE OF CONTENTS

Page
1.
DEFINITIONS...... . .. . .. .. .. ............ ... ...................

HOTEL
1 2.
TERM. . . 2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.
OWNER'S COVENANTS AND
ADVERTISING AND
OBLIGATIONS ..................
3 4.
PROMOTIONAL

5
ACTIVITIES .....................
4 5. COVENANTS AND OBLIGATIONS OF OWNER .......................
DEFAULT. . . 6
........................
6.
7.
RECOGNIZED MORTGAGEE' S

NOTICE

AND
RIGHT TO

CURE

HOTEL

OWNER'S DEFAULTS ...........................................

7 8.
DAMAGE,DESTRUCTION AND

RESTORATION ......................

8
CONDEMNATION. . 8
. . . . . . . . . . . . . . . . . .10.
. . . . . . . . . . . . . . . . . . . . . . . . . ..
9.

10
INSURANCE........
... .. . 11.
....................NO
................
PARTNERSHIP. .'.10
. ... ... ...................................12.NOTICES.. ....... . .. . .. ......................................

10

20.
RECORDATION. 16
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . . . . . . . . . . . ..
21. UNAVOIDABLE

EXHIBIT 1(
a)
EXHIBIT

DELAY... 16................
3(
... . ..
. . . . .............
a)
LIST OF

PROJECT AGREEMENTS . . 18
. . . . . . . . . . . . .. LETTER AGREEMENT
BETWEEN HOTEL OWNER

AND

CONVENTION CENTER AGREEMENT

THIS CONVENTION CENTER AGREEMENT ( the " Agreement") is made and
as of the _
day of ,
1998, by and between RDP Royal

entered into

Palm Hotel

City of Miami

a Florida

"
Owner"),and the
limited partnership ( the Hotel
a Florida municipal corporation, in its capacity as owner of the

Limited
Beach,

Partnership,

Convention Center ( the "

Owner").
WITNESSETH: WHEREAS, the Miami Beach Redevelopment Agency ( the "
Agency' 1
and Hotel Owner have entered into that certain Agreement of Lease ( the "Lease")of
even date herewith, pursuant to which, among other things, Hotel Owner has agreed to

own and operate the Hotel in accordance

with the terms of the

Lease; and WHEREAS, Owner has from time to time adopted policies and
procedures with respect to bookings at the Convention Center and has advised Hotel Owner

of

such

policies and

procedures; and WHEREAS, Owner and the Agency desire Hotel Owner to enter into
(
make available Hotel
an agreement setting forth the terms on which Hotel Owner will a)
facilities and services for support of the Convention Center events and b)
( undertake
joint
marketing efforts. NOW, THEREFORE, in consideration of the
10.00)
dollars, the mutual covenants and payments hereinafter

other good

hereby

valuable

and
parties hereto

acknowledged, the

consideration, the receipt and sufficiency

intending to be legally

bound,
this Agreement, the terms defined

agree

payment often ($

set forth, and

of which are

as follows: 1.
DEFINITIONS: ( a)
For all purposes of

herein

meanings:Booking Arrangement" means a tentative agreement, letter

of intent,option or other arrangement (which may not be legally bind g) or a
definitive agreement ( i)
with the Hotel for ro ms at the Hotel,or ii)
(with the Convention Center
for an event to be held at the Convention Center,

shall have

as

the fol owing

case may be. Contract" means Hotel Owner' s

convention
standard
group room reservation agreement, which agreement includes
provisions regarding rooming lists,
release dates, rates, credit requirements and such other
and
c
o
ndi
t
i
o
ns
as
terms
are customarily included in such agreements in
the

the ordinary
center

located

the

date

Drive,

of business. Convention Center" means that certain convention

in Miami Beach, Florida that as of
hereof bear the following names: Convention Center
course

at the site bounded by the streets

Dade Boulevard,

Convention Center GrouPS" means a corporation, association or other group which

has entered into a Booking Arrangement with the Convention Center for a trade
show, conference, seminar, meeting, convention or other event to be held at the
Convention Center.
GMC&VB"

capacity

means

the Greater Miami Convention & Visitors Bureau,

of the Convention Center for the

representative
Center Groups.

as a

Convention

Hotel Owner Indemnified Parties" shall have the

Indemnified Parties" under the Lease, but

same

replacing ''

definition as '' Tenant

with " Hotel Owner".
Tenant''

Project Agreements" means those certain agreements, dated

as

between Hotel Owner and Owner and/ or the Agency, and which
1 (

a),
which is attached hereto

herein. Release

Date"means

acting in its
booking of certain

of the date hereof,

are

listed

on

Exhibit

and incorporated

the date

rooms included in a Room Block for

a particular month may be sold or otherwise dealt with by Hotel Owner in the
ordinary course of business, except for such room nights as to which Hotel Owner
has received a Contract. The Release Date is the date
two 2)
( years in advance
a
particular
month.
Thus, the Room Block for the month
of December
of
2000 has a Release
Date of December 1,
1998; from
and after December 1,1998, no Room Block
would apply
each

100

calendar

to

month 350

when

the month of December

rooms

per day (which shall

Block" means for

a minimum of

2000. Room
include

one bedroom suites)up

an aggregate

of fourteen (14)days in each calendar month.b)

Other Terms.All defined terms (denoted by capitalization or other indication of special definition such
as quotation marks)used in this Agreement which are not defined in this Article shall have the
meaning set forth elsewhere in this Agre ment or in the Lease. Definitions in the Lease
of
to

terms in this Agreement shall survive the termination of the Lease. 2.

TERM.
Subject to and upon the terms and conditions set forth herein, this Agreement
shall take effect on the date hereof (the "
Comenc t Date")
and shall terminate
on the earliest to occur ofthe following: i
March 31,
2023; ii)
(
(
)
the termination of the City Center Historic Convention Village Redevelopment and Revitalization Area Plan
without regard to any extensions thereof); and (iii)Owner' s failure to maintain the Convention Center, at
its location as of
the date hereof, with a gross building area of
no less than one
000, 000) square feet and exhibit hall
million 1,
(
capacity aggregating not less than five hundred thousand (500,000)square feet,
with no material adverse
if there exists such a material adverse
change in its condition or,
change,

HOTEL OWNER' S COVENANTS AND

3.
Availability. Hotel Owner agrees that it will cause the Room Block for
a)
each calendar month to be available for Booking Arrangements with Convention Center
Groups until the Release Date for such month;subject to the folwing:( i)
the number of
may
nights
be
booked
for
a
Convention
Group
which
has not
room
that
Center
previously booked convention rooms in the national convention meeting market may not exceed
one hundred seventyfive 175)
(
room nights, without the prior written consent of
room nights for which the Hotel has entered into a Booking Arrangement
Hotel Owner, and (ii)
in the ordinary course of business, prior to entering into a Booking Arangement
with a Convention Center Group for such rooms, shall not be available for
Convention
OBLIGATIONS.

Center Groups. Owner and

Hotel Owner has entered into

Hotel Owner acknowledge that, prior to the date hereof,

the tentative Booking Arrangements for Convention Center

Groups set forth in that certain letter agreement dated the date hereof between Hotel
Owner and GMC& VB,a copy of which is attached hereto
as Exhibit 3(
a)
and incorporated herein. Owner and Hotel Owner acknowledge and agree that all

such
a Contract as
in (

tentative

Booking Arrangements are within

the

Room Block, subject to the execution of

provided

b)
below.

b)Reservations. i)
A Convention Center Group wishing

to

book available rooms

in a Room Block shall enter into a Contract prior to the Release Date for the
applicable Room Block. Hotel Owner shall honor and comply with the terms
of
each Contract. ii)From time to time, if the Room Block for a particular
month has been exhausted, Hotel Owner will, if requested by GMC&
VB and subject
to projected availability and such other factors as Hotel Owner may deem appropriate,
meet with additional Convention Center Groups with regard to additional rooms at the Hotel,
it being recognized that Hotel Owner, GMC&VB and any such Convention Center Group shall
each retain the right,in their individual sole discretion, to determine whether to enter
into a Booking Arrangement for additional rooms and to determine the price and all
other terms
and

conditions thereof.
c)

Room Rates.i)
Hotel Owner

in bidding to provide lodging

for city- wide meetings on a competitive basis with other similar hotel properties
involved in housing city-wide groups, taking into account a premium for the Hotel' s
quality,location and proximity to
will

participate

ii) Hotel Owner shall make the Hotel meeting and function space available
to Convention Center Groups reserving through GMC& VB or the Convention Center
commensurate with the size of the group, on terms determined by Hotel Owner acting
reasonably in the ordinary course of business after consultation with the Convention Center
Group. Hotel Owner shall not be required to make any Hotel meeting and function space
available to Convention Center Groups which have not reserved rooms at the Hotel in a
quantity that is commensurate with the size of that group.
iii) Hotel Owner shall make the Hotel' s catering or restaurant facilities or
other food and beverage services available to Convention Center Groups commensurate
with the size of the group on terms determined by Hotel Owner acting reasonably in the
ordinary course of business after consultation with the Convention Center Group. Hotel
Owner shall not be required to make any Hotel catering or restaurant facilities or other food
and beverage services available to Convention Center Groups which have not reserved
rooms at the Hotel in a quantity that is commensurate with the size of that group.
4.
ADVERTISING AND PROMOTIONAL

a)
Hotel Owner will maintain membership in the GMC& VB. In addition,
Hotel Owner will actively participate in promotional activities with the GMC& VB and
the Convention Center, including, but not limited to,
trade shows and advertising. Hotel
Owner will also invite representatives of the GMC&VB and the Convention Center to
participate, where appropriate, in industry trade shows, sales blitzes, focus groups, and other
ACTIVITIES.

Hotel supported

industry

events.
b)
The parties acknowledge that it may be appropriate to promote the Hotel
and the Convention Center in common advertisements or other promotional efforts or

materials.

The parties further acknowledge the importance to the Hotel of maintaining its
public image.Accordingly, the parties shall observe the following requirements relative to
any advertising or promotional efforts or materials with respect to the Hotel and/ or
the Convention
Cent r:

i)
No advertisement

or promotional

effort

or material shall

be

developed

or published by the Owner, GMC&VB or the Convention Center which in any manner
infers the involvement of the Hotel in any event at the Convention Center, unless Hotel
Owner has first approved in writing its design, content, subject matter,method of promotion
and other features. No advertisement or promotional effort or material shall be developed
or published by Hotel Owner which in any manner infers the involvement of the Hotel in
any event at the Convention Center, unless Owner has first approved in writing its
design, content, subject matter, method of promotion and other
features.

by the

Any advertisement or promotional efforts or materials shall be paid for

ii)
party responsible for initating it or in such other manner as the parties may agree

As used in this

4,the term promotional

efforts or materials"
paragraph
"
shall include, without limitation, radio or television ads,electronic media, flyers,magazine
or newspaper ads,public announcements, news releases,promotional products and

writing.

bil board

or

other public

signs.

Intentionally
c)

Deleted.

d)
GMC& VB,Owner, and the Convention

Center acknowledge

that

none

has any consent or approval rights with respect to the Hotel' s marketing plan or the amount
of the Hotel marketing budget or how such amount is used. Hotel Owner acknowledges
that it

has

Owner' s or the
or approval rights with respect to GMC&VB' s,
plans
or
the
amount
of
individual marketing
their marketing budgets or how
are used,except for such rights, if any,given to a hotel as a member of

no

consent

Convention Center' s
such amounts

the GMC&
5.
VB.
COVENANTS AND OBLIGATIONS OF OWNER. Owner
and
agrees
and
cause
covenants
will
any third party operator of the Convention Center to comply
with the

covenants: a)Ooeration of
the Imorovements. Owner, at its expense,
shall operate, maintain and manage the Convention Center and any accessory use or shall
the Convention Center and
cause the operation, maintenance and management of,
any accessory use at a level at least equal to that level maintained on the
fol owing

hereof. b)
Standards. The Convention Center shall maintain the standards
of quality and operation comparable to other major convention centers in the group market
in the United States (

date

Standards").c)
Maintenance. Owner, at its expense, shall take good care

of,and
in
good
and
safe
order
and
condition,
and shall
Center
make all repairs therein and thereon, interior and exterior, structural and nonstructural,
ordinary and extraordinary, foreseen and unforeseen, necessary to keep the Convention Center
in good and safe order and condition, consistent with the Standards, however the
necessity or desirability therefor
the "

keep and maintain, the Convention

may

managed

Management. Owner shall cause the Convention Center to be

arise. d)
professi
o
nal
manager
by a
with the requisite experience in managing

major
convention

Security. Owner shall keep the Convention Center lighted and

centers. e)

shall maintain security in accordance with

the

Standards. f)
Continuous Ooeration.

open for business

in

the

ordinary course

of business

Owner shall keep the Convention Center

on a year

b)

Cure

Right.

The

Recognized Mortgagee shall

have

period of sixty (

60)days after receipt of a Notice of Failure to Cure, in the case of any Event of Default, to
cure the Event of Default referred to in the Notice of Failure to Cure or cause it to be
cured. Nothing contained herein shall be
any Recognized Mortgagee to so perform or
Owner.

Recognized

comply

as imposing any obligation upon

on behalf of Hotel

c)
AcceDtance. The Owner shall accept performance by a
Mortgagee of any covenant,condition or agreement on Hotel Owner' s part to be

performed hereunder with

Owner.

construed

the

same force and

d)
PrioritY. If there

effect

as though performed by Hotel

one Mortgagee, only that Mortgagee, to

the exclusion of all other Mortgagees, whose Mortgage is most senior in lien shall
unless such first
be recognized as having rights pursuant to this Section 7,
priority Mortgagee has designated in writing to Owner a Mortgagee whose Mortgage is junior in
lien to exercise
is

more

than

such right.
8.
DAMAGE,
AND RESTORATION a)
DESTRUCTION
Notice to Hotel Owner.If the Convention Center is
damaged or destroyed in whole or in any material part by fire or other casualty, Owner shall
notify Hotel Owner of same as soon as reasonably possible after Owner' s
.
Obligation to Restore.
of same. b)
If all or any portion of the
Convention Center is damaged or destroyed by fire or other casualty, ordinary or
extraordinary, foreseen or unforese n, Owner shall, in accordance with the provisions of this
Section restore the Convention Center to the condit on thereof as it existed immediately
before such casualty
a Casualty Restoration"),
" regardless of whether the Net Insurance
Proceeds shall be sufficient therefor; provided, however, Owner shall have no such
restoration obligation if the damage or destruction has no effect on the operation of the Convention
Center and is not visible
to the public. Net
"
Insurance Proceeds" shall mean the
actual amount of insurance proceeds paid or self- insurance reserves or proceeds funded following
a fire or

discovery

other

insured casualty. c)
Commencement of Construction

shall commence the construction work

the extent required by this

in

connection with

Work. Owner

Casualty Restoration, as and

days after
Agreement, within ninety (90)

to

the Casualty and

shall diligently pursue the completion

of
such

Casualty

Restoration.

9.CONDEMNATION

a)
Substantial

Taking. If all or Substantially All of

the Convention Center is taken for any public or quasi-public purpose by any lawful power or
authority by the exercise of the right of condemnation or eminent domain, this Agreement
shall terminate

as

b)

Definitions.

Taking" means the earlier of (A) the date on which actual

possession of all or Substantially All of the Convention Center, or any part thereof, as the
case may be, is acquired by any lawful power or authority by the exercise of the right of
condemnation or eminent domain and pursuant to the provisions of applicable law or (B)
the date on which title to all or Substantially All of the Convention Center, or any part
thereof, as the case may be, has vested in any lawful authority by the exercise of the right
of condemnation or eminent domain and pursuant to the provisions of applicable law.
i) "

Date of

ii) " Substantially All of the Convention Center" means a portion of the
Convention Center which, when so taken, would leave, in Hotel OWner's and OWner's
mutual good faith determination, a balance of the Convention Center that, due either to the
area so taken or the location ofthe part so taken in relation to the part not so taken, would
not, under economic conditions, physical constraints, zoning laws, building regulations or
other Requirements then existing, readily accommodate a new or reconstructed building
or buildings and other improvements of a type fully comparable to the Improvements
existing at the Date of Taking. If Hotel OWner and Owner do not determine that
Substantially All of the Convention Center" has been taken, then this Agreement shall not
terminate and expire but shall continue in force and effect, subject to the other provisions
of this Section. If Hotel OWner and OWner determine that " Substantially All of the
Convention Center" has been taken, then this Agreement shall terminate and expire on the
Date of Taking pursuant to subsection

9(

than Substantial y All of

public purpose by any lawful power
condemnation or eminent domain or by
agreement among Owner and those authorized to exercise such right, this Agreement shall
below)without diminution of
continue for the remainder of the term subj(ect to subsection ( d)
any of Hotel Owner' s obligations hereunder, but with a fair and equitable abatement of
a).

c)
Less

than

Substantial

Taking. If less

the Convention Center is taken for any public

orquasiby
the
exer
c
i
s
e
of
right
of
or authority
the

the Room
Obligation to Restore the Convention Center. If less than Substantial y
d)
OWner
9(
c),
subsection
All of the Convention Center is taken as provided in
shall,in accordance with the provisions of this Section, restore the remaining portion

Block.

of the Convention Center, to the extent feasible, to the condition of the Convention Center
" Restoration"),
(
as it existed immediately before such taking a
Condemnation
regardless of whether any condemnation award shall be
sufficient

therefor. e) Commencement of

Construction Work.

OWner

shall

commence the construction work in con ection with a Condemnation Restoration

within
days after receipt of the condemnation award for the damage or destruction
ninety (90)
which caused the need for such Condemnation Restoration and shall diligently pursue the
completion of

Temporary Taking. If the temporary use of the whole or any portion of the
Convention Center is taken for a public or quasi-public purpose by a lawful power or
authority by the exercise of the right of condemnation or eminent domain or by agreement
between Owner and those authorized to exercise such right, Owner shall give Hotel Owner
5)
notice within five (
business days thereof. If such temporary taking is for a period
consecutive days, then such taking shall
eighty 180)
(
in excess of one hundred
9( a)through
of subsections
be deemed a permanent taking and the provisions
9(
e),
t)

applicable, shall apply. g)

Intention of Parties. The existence of any present or
shall
future law or statute notwithstanding, it is the intention of the parties that Owner (i)

as

not consent to any condemnation or taking of all or any part of the Convention Center and
all rights to quit or surrender the Convention Center or any part thereof
by reason of any condemnation or taking of less than Substantially All

ii)waive

the
the City,
the City or the Agency is the Owner hereunder, such Owner

of
Agency

or

any

instrumentality

of

the

Convention

Center. 10.INSURANCE. For

so

long

as

insurance, in whole or in part, under any plan of selfinsurance, which plan shall cover liability, casualty and other coverages in a
may elect to carry any

manner substantially

similar

to the self-insurance plan in

effect

for the Convention Center

as of
in

this Agreement shall

be

the date hereof. 11.NO PARTNERSHIP. Nothing contained

deemed or construed to create a partnership or joint venture of

or
between
In Writing. Whenever it
and Hotel Owner. 12. NOTICES. a)
is provided herein that notice,
demand, request, consent, approval or other communication shall or may
be given to,
or served upon, either of the parties by the other (or any
Recognized Mortgagee),or whenever either of the parties desires to give or serve upon
the other any notice,demand, request, consent, approval or other communication with
other com unication ( referred
respect hereto, each such notice, demand, request, consent, approval or
"
shall be in writing and shall be effective for any
to in this Section 12 as a Notice")
certified or registered U. S.
purpose only if given or served by i)
(
Mail,postage prepaid, return receipt requested, ( ii) personal delivery with a signed receipt or (
the

iii)

Owner

if to Hotel Owner:
RDP Royal Palm Hotel Limited Partnership
c/
o Peebles Atlantic Development Corporation

Suite
4650 100 S.
E.
Second Street
Miami, Florida 33131 Attention: R.
Donahue Peebles, President in

each

case with

a copy to:RDP Royal Palm

HotelLimited Partnership c/
o Peebles
Development
Corporation
Atlantic
2600
Virginia Avenue, N.
Suite 606 Washington, D.
C.
20037 Attention:
S.P.

Newell,

Executive

Vice

President and
to:
Holland &
Knight LLP
Thirtieth Floor 701 Brickell

Avenue

Miami, Florida 33131

Hoffman,
Attention: Stuart K.
Esq.if

to Owner: City
of Miami Beach
City

Manager

1700

Convention Center Drive

Beach, Florida

Miami

33139 with copies

to:
City of

Miami

Beach City Attorney 1700 Convention

Drive
Center
Miami Beach,
and Joel

Florida 33139

capacity or any Person claiming through or under the Owner ( in its proprietary capacity
only), or ofthe contractors, agents, servants, employees, guests, invitees or licensees of
the Owner ( in its proprietary capacity only) or any Person claiming through or under such
Person, in, about or concerning the Convention Center either prior to, during, or after the
expiration of, the term of this Agreement, except to the extent any of the foregoing is
caused by the gross negligence or willful misconduct of any of the Hotel Owner Indemnified
Parties.

indemnify and hold the Owner Indemnified Parties

harmless from all loss, cost, liability, claim, damage and expense ( including reasonable
attorneys' fees and disbursements), penalties and fines, incurred in connection with or
arising from any acts, omissions or negligence of the Hotel Owner, in, about or conceming
the Convention Center either prior to, during, or after the expiration of, the term of this
Agreement, except to the extent any of the foregoing is caused by the gross negligence
ii)

or

Hotel Owner shall

willful misconduct of any of the Owner Indemnified Parties.

b)

Contractual

Liability.

14 shall not be
obligations of Hotel Owner under this Section
affected in any way by the absence of insurance coverage, or by the failure or refusal of
any insurance carrier to perform an obligation on its part under insurance policies affecting
the Hotel; provided, however, that if the Owner actually receives any proceeds of
Hotel Owner' s insurance with respect to an obligation of Hotel Owner under this Section,
the amount thereof shall be credited against, and applied to reduce, any amounts paid and/
or payable hereunder by Hotel Owner with respect to such
i) The

obligation.

ii)
The obligations of the Owner under this

Section 14 shall not

be affected in any way by the absence of insurance coverage, or by the failure or refusal
of any insurance carrier to perform an obligation on its part under insurance policies

Convention Center; provided, however, that if Hotel Owner actually receives

s insurance, including, but not limited to,any self-insurance
proceeds, with respect to an obligation of Owner under this Section,the amount thereof shall
be credited against,and applied to reduce,any amounts paid and/or payable hereunder by
Owner with respect to
affecting the

any proceeds of Owner'

obligation. c)Defense of

such

Claim.
subsection

claim,

action or proceeding

is

made or brought against

by reason of any event to which reference is made

14( a)(
ii),
then, upon demand by Owner or such Owner Indemnified Party,

any
in

Etc. i)
If any

Owner Indemnified

Party

Hotel Owner, as applicable, shall either resist, defend

such claim,action or proceeding in such Owner Indemnified Party' s name,by
the attomeys for, or approved by, Hotel Owner' s insurance carrier ( if such claim,action
or proceeding is covered by insurance) or such other attomeys as the Owner
Owner

Hotel
or satisfy

or any successor

of

such OWner Indemnified Party may at its own expense

engage its own attomeys to defend such Owner Indemnified Party, or to assist such Owner
Indemnified Party in such Owner Indemnified Party's defense of such claim, action or

The

foregoing notwithstanding,

proceeding,

as

the

case

may be.

ii) If any claim, action or proceeding is made or brought against any Hotel
OWner Indemnified Party by reason of any event to which reference is made in subsection
14( a)(
i),
then, upon demand by such Hotel Owner Indemnified Party, Owner, or
any successor of OWner, as applicable, shall either resist,defend or satisfy such claim,

or proceeding in such Hotel OWner Indemnified Party' s name, by the attomeys for,
or approved by,the OWner' s insurance carrier ( if such claim,action or proce ding is
covered by insurance) or by such other attomeys as Hotel OWner shall reasonably approve.
The foregoing notwithstanding, such Hotel Owner Indemnified Party may at its own
expense engage its own attomeys to defend such Hotel OWner Indemnified Party, or to assist
such Hotel Owner Indemnified Party in such Hotel Owner Indemnified Party' s defense of
such claim, action or proceeding, as the case may
action

be.

d)
Notification and

Indemnified Party shall promptly notify Hotel OWner of

the imposition of,
incurrence by or assertion against such Owner Indemnified Party of any
cost or expense as to which Hotel OWner has agreed to indemnify such OWner
Section 14.
Hotel OWner agrees to pay
Indemnified Party pursuant to the provisions of this
such OWner Indemnified Party all amounts due under
this Section
14 within sixty (
60)days after receipt of the notice from
Payment.

i)
Each OWner

Owner Indemnified Party shall

of,
by
or
assertion against such
the
the
incurrence
Hotel Owner Indemnified Party of any cost or expense as to which OWner has agreed to
provisions of this Section 14.
indemnify such Hotel OWner Indemnified Party pursuant to the
amounts due
OWner agrees to pay such Hotel OWner Indemnified Party all
under
days after receipt of the
this Section 14 within sixty 60)
(
such

promptly notify

OWner Indemnified Party.ii)

Each Hotel

OWner of

notice

from

such

imposition

Survival. The provisions of this

Hotel Owner Indemnified Party.e)

Section
of this Agreement. 15.INVALIDITY OF
the application thereof to any
any
pr
o
vi
s
i
o
n
this
Agr
e
ement
or
If
of
Person or circumstances is,to any extent,finally determined by a court of
competent jurisdiction to be invalid and unenforceable, the remainder of this Agreement, and
the application of such provision to Persons or circumstances other than those as to which
it is held invalid and unenforceable, shall not be affected thereby and each term and
shall survive the termination

CERTAIN

PROVISIONS.

provision of this Agreement shall

be valid and

SUC ES ORS. In the event of any transfer or assignment of any

16.
ownership interest in the Hotel by Hotel Owner or its successors or in the Convention Center
by Owner or its successors, the transferee or assignee shall succeed to the rights,
and assume the obligations, of Hotel Owner or Owner, as applicable,
hereunder. 17.
NO THIRD

PARlY

RIGHTS. Nothing

in this

Agreement,

express

or implied, shall confer upon any Person, including but not limited to the Convention
Center or GMC&
VB,other than the parties hereto and their respective successors and

assigns, any rights or remedies under or by reason of this

that a Recognized Mortgagee or its Designee shall be third
to the extent same are expressly granted
rights hereunder. 18.APPLICABLE LAW

Agreement

and

the

rights and

obligations

of the parties

Agreement; provided,

however,

party beneficiaries hereunder

AND

EXCLUSIVE VENUE. This

hereunder shall be govemed by

and construed in accordance with the laws of the State of Florida, both substantive

without reference to principles of conflict of

litigation or other dispute arising hereunder shall be
and remedial,

laws.The

Dade County, Florida. 19.ENTIRE

exclusive

venue

for

any

AGREEMENT; NO WAIVER. This

Agreement, together with the exhibits hereto,

contains all of the promises,

Hotel Owner and Owner concerning
the subject matter hereof, and there are no promises,
agreements, conditions, understandings, inducements, warranties or representations, oral or written, express or
implied, between them with respect to the subject matter hereof other than as expressly set forth
herein and in the exhibits hereto and in the Project Agreements. Notwithstanding
anything to the contrary set forth in this Agreement, the terms of this Agreement shall supersede
the terms of that certain Letter of Intent with respect to the development and
operation of
the Improvements, dated March 5,
1997, executed by the Agency,
Owner, RDP Royal Palm Hotel Limited Company and RDP Shorecrest
Hotel Limited Company, and any replacements, substitutions, restatements or amendments
thereof. No covenant, agreement, term or condition of this Agreement shall be
changed, modified, altered, waived or terminated except by a written instrument of
change, modification, alteration, waiver or termination executed by Hotel Owner and Owner. No waiver of any
default shall affect or alter this Agreement, but each and every covenant,
agreement,term and condition of this Agreement shall continue in full force and effect with respect
to any other then existing or subsequent default. This Agreement may be executed
in counterparts, each of which shall be deemed an original but all of

agreements, conditions, inducements and understandings between

which together shall represent one instrument. 20. RECORDATION. Owner

right to record this Agreement or a memorandum thereof in

shall have no

Records of Dade County, Florida. 21. UNAVOIDABLE DELAY.

the Public
per
f
o
r
m
ance
times
for
The
set forth in this Agreement ( other than for monetary obligations of

delayed by Unavoidable Delay, except

this Agreement.

performance

is

IN WITNESS WHEREOF, the

parties

as

otherwise

expressly

hereto have caused this

set forth in

Agreement

executed in their names by their duly authorized representatives and delivered

and deed, intending to be legally bound by its terms and provisions.

as

to be

their act

HOTEL OWNER
RCP Royal Palm Hotel .:::
Limited Partnership, a Florida

IimitectpartnejSbip ::".

By: PACC Hospitality Corporation I, a/ Florida

corporation as General Partner . - .
By:

ATTEST:

OWNER
a

B,_~(

f~~

Robert Parcher
City Clerk

Florida

on

By:
Neisen O. Kasdin

Mayor

APPROVED AS TO
FORM & LANGUAGE
FOR EXECUTION

q~'lY

Exhibit

3(

a)
JJ 1998 Greater
Visitors Bureau

Miami Convention &

701
Brickell Avenue
Suite

2700

Miami, FL

33131 Re:
RDP Royal Palm

and
Shorecrest Crowne Plaza Resort Dear

in this

letter

All defined

terms (as denoted by

agreement shall have the meanings set forth in

Center Agreement by and between RDP Royal Palm

of Miami Beach dated

Hotel Limited

capitalization)used
that certain Convention

Partnership C'RDP")and

the

City

as of the date hereof. This letter confirms that RDP has entered
Booking Arrangements for Convention Center Groups listed on Schedule
A attached hereto and incorporated herein.RDP further acknowledges and agrees that
all such Booking Arrangements are within the Room Block, subject to the execution of a
into those certain

of the Super
Contract. In addition, RDP hereby agrees that the Room Block for the weekend
Bowl in 1999 will be made available in accordance with the terms

and

provisions
of
RDP

the Convention Center Agreement. Sincerely,

Hotel

Royal Palm

Umited

Partnership,

a Florida
By:PADC Hospitality Corporation
I,

a Florida corporation, as
General
Partner Acknowledged
and agreed upon
this day
_

of ,
1998:

Greater

MiamiConventionVisitorsBureau
IVL'

By:Name:
Title:ATTCN.

limted

partnership

SCHEDULE A
ROYAL PALM CROWNE PLAZA
GROUP COMMITMENT SUMMARY
as

of

10/

97

13/
Contact (

unless
Date

peak

Dates Group #
CVB Decision

1999 Jan

1999 Alyn &

Bacon

75 180
$

Estela

ROOMS

othewise

nights)

noted)

Rate'"

Bode

12/97

1/
16-

22/
99

Boston Beer

Co 100 $
Estela Bode 6/

180
97
1/
282/
1/

99

Super Bowl

150

28/ 99

212/

mM

Corp 200 $

200

Estela Bode

LOST

Nat'l

Society

Fund

Raising Execs

Moskowitz Laura

Murray, Site

Services 714)

7526757 5/

24-28/

99

CardTechlSecurTech 150 $

BIZ 4/2129/
99

of
Barry

150 175
$

155Mark Ford 5/97

99

6/
3-

10/

00 General

2000 8/
12-17/
Conf

of

200 $

the

106

Cherai
Lewis 12/

97 7th

Day

1722/

00

10/23-

25/

Services

of

Adventists -K12
Teachers Convention 10/
National

150 $132

Pest

Mavie

McHale Fall 97

Control

00 Amer

Assn of 200

Mavie

McHale

Assn

Homes &

Aging

the

Berkely

Mid-Oct to

Lawrence
135
150 $

Arelis

Abatte Fall 97 Mid-

Nov

Lab

2001 March

2001

Amer

on

Society

Barry

100 $
150
Fall 97

Aging

01

Nat'

150
Barry

Nat' l

97 Equip
9/

Moskowitz 3/

5-12/

School

Supply

150

Assn Moskowitz

24/
01

Nat'l

Head
Start 200 $

135 sId

Cherai

Lewis

1998

Assn $155

27/
t1q 7/ 24-

01 Amer

Society

of

5/

12/

5or Entomological 150 $

13

Barry 12/ 97 12/

12-20/

02

175

Society

of

Amer Moskowitz
03

2003 4/ 6- 8/

Nat'

l Assn

of

175 $
130

Mark Ford

4/

9/
13-

98 College Stores

Amer Aca demy of 150 $

125

F/

U Otolaryngol gy

10/21-

Mavie McHale

25/03

ASTA

Mavie
McHale
room commit-

ment
fonn
to follow 2004

5/
23-

25/04 American
Jail Assn

225 $155

Mark
Nov 97

Ford Oct/

17/03

11/18-

20103 Bank

Administration

Ford Fall

97

150 $

175 Mark

Institute 12/9-

11103 6/

4/
00
2-

Textile
Greater

Miami

Messe

$
Mavie
Frankfurt, 100 110

McHale

Fall

97

Home

Show 617-9/ 01 F/ U means

Convention &Visitors

check status
follow- up"/

Rates

Bureau should

are

have

quoted

an

update

on

this

group...call

CVB

to "