CITY OF MIAMI BEACH

Office of the
Letter to

City Manager
Commission No. /
4Q- ct:o:

RENTAL

David Dermer
and Members of the City

Date:

From:Mayor

Commission Jorge
GonzaleZl~~City

M.

P M HOTEL LIMITED
ROYAL
Manager . RDP
()
JUNE 2003
TOLLING AGREEMENT AND

July

1,
PAYMENT

PARTNERSHIP -

Agreement
1,
2003 To:Subject: Attached please find a copy ofthe executed Tolling
between RDP Royal Palm Hotel Limited Partnership, the City of Miami Beach and
payment for
the Miami Beach Redevelopment Agency and a copy of the base and additional rent
Attorney, Administration
City
the month of June 2003 from the lessee. The
Mr.
Peebles on
and Commissioner Jose Smith, as appointed liaison, will be meeting with
to
relative
i
s
sues
outstanding
di
s
cuss
the
remaining
Thursday,
3rd,2003 to

July

the

April 30,2003 Letter

of Intent ( LOI)presented

If
any

questions,

to the

City

you have
pleasecontactme.

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Commission.

TOLLING AGREEMENT
J...?
- L
Tolling Agreement (" Agreement") is made this L.
day of

This

2003,

by and between the

Agency') and

the Royal
"

collectively,

Peebles,

referred

to

Parties."WHEREAS,

and

Beach Agency

the

the

or

claims

appropriate

surrounding

circumstances

City and

or counter-

court

state

Palm

against

Beach

arising

as those

contended

regarding(

discussions

Agency, and

the

against

by

issued

Palm'

by

the

the Royal

have
Palm'

the

s
they,

Royal Palm

the

claims

the Agreement

the Royal
"

out of

i)
the Royal

Agency and

the

concerning

the Agency contend

claims

and WHEREAS the Parties

settlement

Agency (

the "

the

City shall

grounds to assert, in a United States

has

surrounding the RFP

circumstances

the

R.
Donahue

Beach Redevelopment

court, certain federal and/ or state

development of a convention center hotel (

assert

to

Royal Palm contends it

City of Miami

and WHEREAS

Partnership and

the

I ___ ,

the "

as

the

Parties, and the

Limited

City").
The Royal Palm,

Beach ("the

appropriate state

or

Royal Palm Hotel

Palm")and the Miami

City of Miami

the

be collectively

Court and/

RDP

"-'-)
VJ\I

same

Palm (

against the Miami

of Lease among the

City of Miami Beach for

Claims");

or each of them,
in

have

grounds

a United States Court and/

or related

transactions

the Agency/
" City

and

Claims");

engaged and wish to continue to engage in

s Claims that may

City, and ( ii)

the

Agency/

be brought

by

City Claims that may

the

Royal

be brought

by

the Agencyand/ or the City against the Royal Palm;

and WHEREAS the Parties desire to

which

they

can consider

the Agency/ City

time

during

and

Claims

the Tolling

party may have

available

explore

the

without

possibility

litigation and

Period, upon

as of

establish

claims,

of
without concern

period ("the Tolling

resolving

the Royal

Palm'

Period")during
s Claims and

as to the effect of the passage of

charges, defenses or counter claims which either

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth

herein, the Parties agree

as

follows:

1.
The recitals

reference.

The
Date").

and
2003 ( the "Tolling Date")

of

are incorporated herein

This Agreement shall

2.

Parties the " Effective

all

above

shall

affects

either

party

party

provided

on

Closing Documents, as

Plaza

be

June

ll,

4,below. The period

paragraph

referred

delivery by

to

of

assertion as of

any statute of

limitation,

June

II,2003 shall be fixed

laches or estoppel by delay

shall
during the Tolling

31st)
the thirty- first (

in

shall

has available for

Period. 4. Any

at any time by giving thirty days' advance

expire

commence as of

provided in

as

of that date and the running

be tolled

shall

Period shall

execution and

Whatever rights, claims, charges, defenses or

the "Tolling Period." 3.

counter charges or claims which either

as

be effective upon its

time between the Tolling Date and the termination date

as

as

terminate

Tolling

by

day

paragraph 9 below. This Agreement shall terminate

defined in

written
after

delivery

automatically

the Letter of

notice

Party

may terminate this Agreement

to

the

of

at

such

Parties. This
notice

Agreement

as

time as all of the

such

Intent to

Resort Agreements between RDP, the Agency and

other

Amend Royal

Palm

Crowne

the City,currently being negotiated, have

been
duly

authorized, executed

an admission of fact, law, and/ or

Agreement

shall not be

construed as an

presently available to

liability

and delivered

to

on the

admission against

all parties. 5.This Agreement does

part of any

interest or as a

the Parties.This

Agreement does

of the

waiver

not

not

constitute

Parties. This

of

constitute any

any right

admission

regarding

bring

suit,

the

or

Agency/City

validity

or

justifiability

of any of the

Royal

Palm'

Claims

or

any of the

Claims.
6.
This Agreement may be executed in
counterparts.

This Agreement and

7.

be altered, amended,

modified,

extended, or renewed in any

executed by each of the Parties and the Parties agree

entire Agreement between

contractual

bars,

party

equitable

herein

Parties

bars or other

may commence

the

contained

the

any

lawsuit

the obligations of the Parties hereto may not

regarding

respect,

bars purporting to limit the time within

which either

or claim against

other.8.This

be delivered by

under

date

Agreement

and

companies, subsidiaries,

overnight

all terms, provisions and

covenants

predecessors,

Royal Palm shall serve

this

the following

address:Miami

Beach Redevelopment Agency

1700 Convention Center
Drive,
4th
Beach, Florida

shall be in writing

and

courier, certified mail or any other method that verifies

of delivery. 10.The

Agreement to

Miami

duly

are binding on and shall inure to the benefit of the Parties hereto, their

the

Floor

writing

that this Agreement constitutes the

successors and assigns. 9.Any notice under this Agreement

written notice

by a

the tolling of any and all statutes of limitation,

time

subsidiaries, affiliates, parent

shall

except

General

Counsel

the Agency

with

Joel N. Minsker,

Esq.

Bloom & Minsker, P. L.

Avenue,

1110 Brickell

7th

Floor Miami,
Florida
33131

Tel: 305)
(
371-6800

the

City

Fax:305)
(

908-3445

11.
The Royal Palm

shall

serve

with

written notice under

Agreement to

this
City

the following address:

of

Miami Beach City

Attorney
1700

Convention

Center

Drive, 4th

Floor Miami Beach, Florida

33139

Tel:305) 673(
305)

7470 Fax: ( 6737002 With

a
copy
1110 Brickell Avenue, 7th Floor Miami,
to:Joel N.Minsker, Esq. Bloom &Minsker, P.L.

Florida

37133131 Tel: 305)

(

6800

Fax: (305)908-

3445 12. The

and

Agency

the

City shall serve the

Royal Palm

with written
notice
under

this Agreement to the

Esq.HUNTON &WILLIAMS Mellon

Financial

following

address:

Marty

Center,Suite 2500 1111 Brickell

L.Steinberg, Esq. Stuart K,Hoffman,

Avenue

RDP

Royal

Palm Hotel Limited

P ADC

By:

Partnership
Hospitality Corporation I, as GP

Miami Beach

By:
Dated:

Dated:

City

of Miami Beach

l AAftJF\
(

BY:--&~~
Dated:

tR

J~ I

D1

2-' 63

Dated:

Redevelopment Agency

Miami

HUNTON

Beach,FL

3 139 HUNTON & WIL AMS LLP I

II
J BRICKELL

WILLIAMS

AVENUE SUITE

2500

MIAMI.

FLORIDA 3313 I

I 802
TEL 305 .
810 .2500

FAX

June
305.810.

27,2003
Hand

Via

Delivery Donald

Papy, Esq.Miami

s Office City

Beach

City

Attorney'

of

Miami Beach 1700

Convention

Center

Drive 4th Floor

2460

STUART

HOFFMAN DIRECT DIAL:305810-

2594 DIRECT FAX:305-8101603

EMAIL: shoffman@hunton.
RDP Royal
com FILE NO:61760. 1 Re:

Miami Beach Redevelopment Agency

Partnership lease

Palm

Don: In accordance

Hotel

Limited

our telephone conversations,

Dear
with the
am delivering four ( 4)
copies of the Tolling Agreement which have been executed by
R.Donahue Peebles on behalf of Royal Palm ( as defined in the Agreement). In accordance
with our discussions, you have agreed that upon receipt of the copies signed by
Agreements and return two
Mr.Peebles, you will either have Christina Cuervo execute
theenclosed
to
fully executed copies
with

me or,alternatively, return

counterpart
P

Royal

Agreements

signed by

of the

Ms.Cuervo. /

Palm Hotel,LP in the

As we
fo June, 2'003.

discussed

two

and as stated

by

Mr.

have

amount

of

enclosed

Agreements

signed by Mr. Pe' ybles and two

have

291.

41,

also

enclosed a check

from

52 representing rent due the Agency

RDP ROYAL PALM HOTEL, L.P.

NO.

2495 REFERENCE

DESCRIPTION INVOICE

TAKEN AMOUNT

AMOUNT DISCOUNT

DATE INVOICE

RP-

PAID

0306 June

03 41,

26/

2003 6/

41, 291.

291.52

52 CHECK

DATE

CHECK NO.PAYEE DISCOUNTS TAKEN CHECK

Redevelopment Agency 41,

$
RDP
c...__~
291.5~

2495

AMOUNT 6/ 26/ 03
Miami Beach

ROYAL PALM

S.

P.

HOTEL,L.

100
E.
2ND

670

STE. 4650 MIAMI. FL 33131 UNION 841/

ST.,
PLANTERS BANK MAIN OFFICE.

2495 CHECK

BRICKELL AVE. MIAMI,

1221

FLORIDA

33131

63-

2495

DATE

Jun26, 2003

AMOUNT

41,

291.

NO.