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AMENDMENT TO CONVENTION CENTER AGREEMENT

NT to Convention Center Agreement (" Amendment") is made and


AMENDMI;:
entered into as of the / Slfijay of fOil tlAMl .
2005, by and between RDP Royal Palm
Owner"),and the City of
" otel
Hotel Limited Partnership, a Florida limited partnership ( the H
Convention Center (
of
the
cor
p
or
a
t
i
o
n,
capaci
t
y
as
owner
Miami Beach, a Florida municipal
in its

THIS

the
Owner").

A.
Hotel Owner and

RECITALS:

Center

Agreement

May

dated

Owner previously entered into that certain Convention


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,
" Immediately after the execution
at Page 893 (the Lease").
and delivery

of

this Amend-ment and

Owner

as

material inducement for

Amendment,

and

a condition of

Recognized Mortgage encumbering Tenant' s Interest

entering into this


be paid in full, the Purchase Price will be paid and
the

Owner

began

Lease

will

be

terminated. B.Subsequent

the construction of the Royal

Shorecrest

Crowne

the

to the recording

of

in

the Premises will

the Lease,Hotel

Palm/

Plaza Hotel Hotel").


("
C.During the construction of the Hotel,

Hotel Owner

encountered certain conditions at the Property which allegedly resulted in certain construction
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
delays.

pay claims
conditions

related
and

amicably resolve

said

alleged construction delays. D.The

such claims and


them,

to

allegations

parties respectively deny and

dispute all

against

whether

asserted or unasserted. E.
The parties, wishing to avoid litigation and
all matters existing between them, entered into negotiations regarding the

aforesaid disputes resulting in


this

Agency and Owner in their desire to maintain and


Amendment and other agreements. F.
fulfill their commitment to provide 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
the provisions

undertake joint marketing efforts. G.Hotel Owner and Owner wish

to

amend certain

of

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

Recitals.
1.

The

foregoing

recitals are

true and correct

and incorporated

by

refer-ence

herein. 2.Definitions. All defined

indication

of special

in this instrument shall

such
have the meanings set forth

the Agreement. 3.
Modification

contained

in the Agreement is

read as
hundred

fifty

follows:

seven (257) rooms

days

the

per

amended

for

by

instrument

capitalization or other
which are not defined

in

of Room Block. The definition

of Room "
Block"

to

Room Block" means for each calendar

day up

in each

amended to change the addresses


to

terms ( denoted

as quotation marks) used in this

definitions

calendar

to

month

two

an aggregate offourteen (14)

month. 4.Notices.Section l2(


a)of the Agreement is

notices

Hotel Owner as

RDPRoyal Palm Hotel

follows:
Limited Partnership

c/
o Peebles
Atlantic Development Corporation
550

Biltmore Way,Suite

970 Coral

Gables, Florida 33134

Donahue

Attn:R.

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
and to the Miami Beach
of copies of notices to Owner

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
deemed to be an Event of Default

time

to

time,such

default

shall be

hereunder. 6. No Further
Modification. Except as provided herein,
the Agreement remains unmodified and in full force

and

MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED

HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT AND 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

EITHER PARTY.

OF

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 PROVISION.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Convention 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.

Hotel Owner:
RDP ROYAL PALM HOTEL LIMITED
PARTNERSHIP,

Florida limited

partnership

ul
By:

Lc2

P ADC HOSPITALITY CORPORATION I,


a

Florida

corporation, as General

Partner

Print Name:

STATE OF FLORIDA )
SS:

COUNTY OF MIAMI- DADE)


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 PARTNERSHIP, 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
CommiSSion #
gWY:':

Jj expires FebN8ry
Jlf9.
2009

DD385416

5.
lneuranoe,

fr.~"8ondIdTl' O'/flln~

1nG.

My

Commission

8CJO. 385.
1019

Expires:

Owner:

CITY OF MIAMI BEACH,

Witnesses:

2.
LQ

Os Print
"-

Name: ~

municipal corporation,
o

If.~.

J....\

l..

in its

capacity

the Convention Center

c.

fed7lJ)-~eAd...

r7d
~

'/'

PrintName:

,,

W-K'~/

rN'.::>

l
1-,

lf ATTEST:
lUkua
By:

Robert~
fa,~

Parcher, City Clerk

STATE
OF FLORIDA ) SS:COUNTY
OF MIAMI- DADE) BEFORE

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'

ME,the undersigned

authority, personally

license as identification. Witness my hand and official

this 15~

20 5v.

in the County and State

last aforesaid

ay of
1.X MORALES l"
Notary
~<:
PubllcSt. ate

II '

JJm'

of

ElcJieII'

seal

FIoIlda MfCo.... 1IIIb .


eb 15,2009 7A.$
COmmission (

DO

362988 Oftf'.$'......

Bonded

By NatIonal Notay Atsn.2m;1 ex.


rn lJ

7.~
.'

/es Notary Public-State

of Florida at

Large Commission Number:


C;
j) J g' My
1>
J
3~;;
Expires:
Commission

TOFORM & LANGUAGE

FORM &LAN

EXECUTION

FOR

UAGE

TO
FOR

UTION
61760.

APPROVED

AS