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002 ROl)

ROYAL PAl,;,\,{
HOTEL, LP 100

SE Second
d,

Stn:

Suite
4650

fL

Mlaml,

33131 Tel3:05- 995-

5330 Fax:305-

9955340 July
VIA (
j
20,1999
ACSTMILE 8f,
1'
TS MAll, Ms.
J.
Cuervo Assistant City Managa City

Christina

of Miami

Beach 1700 ConventionCenter

Christina:
workingdilgently

with

Drive

us

Palm Crnwlle Plaza Hotel Dear

your tea.m have been
among other things, modify
to negotia. te an agreement that woul(~

Mi,uni Beach, FL33139 Rc:Roved

As

youa.re
since

Decemher,

1998

aware,you and

the
for a deferral of a pOli on of the ground rent for
project. Two weeks ago it appeared that we had
the
agreement to
atentaiv
conclude our negotiations and the City auministmtiun
reached
agreement to tht::City Comm. issionfhr its July 14, 1999 meeting. Fil al
submitted an outline ofthat
lsc and provide
Le<

above- referenced

action on the approval was deferred until the

of the C0l11111is:: ion's decision

July21,

1999 Commission meeting. As a result

n opportunity to discuss further the proposed agreement

to defer the matter, we have had a.
with our lenders and counsel. You will recall that one ofthe last issues to be
a
resolved in our discussions related to environmental damages incun' ed by usas

result of
r

RDP

contaminated

soil

the property.The proposed agreement

on
Palm Hotd,Limited P<
Royal
lrtnership to waive its rights to

provided fi)

nvironmt:.'
as defined in th,:
000, 000 in Environmental Damages (
nearly 1,
$
Lease);l':
lltal
as set fOlth in Section 35.
s inuemni fication
Damages that are expressly covered under the City'
3 of Ollr Lease. For
sedion (

see subsections

your

and (c)),
ac;
35.3 (b)

reference, T

hav!::
enclosed

a copy

of

this

UI~
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C. Cuervo

Page

2 Upon fhrther discussion

with our

contractors, consulLan1s and Holla.nd

Knight,

our

legal

counsel,
City is fully liable lor these damages and we expect ta
imprudent ::or us
be fully reimbursed by thc Agency. Thus, upon rcllection, it would bl::
of these ciaims.
a
waivcr
to proceed with further negotiations with the City that involves
we are

Th(;re! ore,

the

convinced that the

must request thal

July 21,

Administration

remove

the praposcd

agreement fron

will be

CODlmission meeting. Withregard 10 the environmt. iltal indemllity, our

jth the City directly in all effort to achieve a prompt resolution to this
communicating v'
confirming our damages relative
maUer and will be submitting additional documentation
belm able to
not
yet
have
to the second soil contamination. T am disappointed that we
ining to
reach a l 1utuaily aeceptahle resolution of all issues pert. 1.
counsel

1999

the

advancing negotiations

your tiroe and elTort in

Royal Palm project. I appreciate all o[
i and other
workwith you on thi!'
thus far, and loo~ 10rward to continuing to

matters
in tlJe future.

R.
@)

Donahue
Peebles

Managing Member RDPlgj cc:Simon Cruz,Commissioner,

City of Miami Beach David Demler, Commissioner,
City of Miami Beach Susan GoUlieb, Commissioner,
City of Miami Beach Nancy Liebman,
Commissioner, City ofMiumi

Beach

Martin Shapiro, Commissioner,

City of Miami Beach Jose SmitlJ, Commissioner,

7 , 1

lU

55J,

UJU5~

r.

I' ll!:.
1J:, lJ

Ot',' ~U/ gg

tfD OO!manufacture,
handling

distribution,

use, treatment,

storage,

Hazardous
of

Material:);

safety

processing,

DC

P :\.

of

employees

and

ii)
all

Requirements

pertaining

to

disposhl, tr.lllSPOri

the protection

or

public; c)
"shall mean
Environment"
land, stream sediments, surface or subsurface strata and
the

soil,

or

of th:health and

surface waters, ground

waters,

ambient

air;

Premises,

i d)
"
Envirorunental Condition"
shall mean any condition with re5pecuo the
yet
not
discovered, which' could or does result in any

whether or

Damages, including

any

Environmental

condition resulting

from

the

operation of

Tenant'

business

or the operation of

the business of any subtenant or occupant of the Premises or that

otl':
any
of
er property Owne: r
or operator in the vicinity of the Premises or any activity or operation formc: rly conducted by
any PerSOll on or off the
i

e)
Environmental

including punitive

damages),

losses,

shall mean all

Damages" "

penalties, fines,

claims, judgmenr::, damages (

encumbranc:
liabilities (including strict lial:. iIity),

es, liens, costs and expenses

of investigation and defense of any claim, wtlerher or nor such
is ultimately defeated, and of any settlement or judgment, of whatever
kind 01 nature,

contingent or

otherwise, marured or unmatured, foreseeable

or unforese able, any of wbi: h are incurred
as a result of
assessment,
moni
t
o
ri
n
g,
the
remediation or mitigatioD of
an Environmental Condition ( and shall include any damages for the failure to
so),
includirg,

at

any time

do

without limitation, fees incurred for the

services of attorneys, consultants, contractors, expert),laboratories
and all other costs incurred in
connection with investigation and remediation, including

the preparation

Premise;

of any feasibility srudies or reports and

restoration or

the perfonnance of any remedial,

abatement, conuinment, closure,

work; f)
"
Permit" shall
mean any environmental permit, license,
consent or aurhorization issued by a federal, scate
or local governmental or quasi-go\

monitoring

ipproval,

entity; g)
"
Release"
ernmental
shall mean any releasing, seeping. spilling, lealcin.~,
pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping

of a Hazardous Material into the

Environment;

and h)Threat
"

wbieh requires action

to

Release.

such

Use of
kept

of

prevent or

mean a substantial likeliho d of a Release

damage to the Environment which may result from

Release" shall

mitigate

I Section 35.
2.
Hazardous Materials. Tenant

us<:
d,in or
aDd in compliance
or

with aUEnvironmental Laws. A:\

JNM\ CMB\ GLEAS

about

not cause or permit any Hazardous Materia. l to be brought on,

the Premises except as necessary or useful.to Tenarit' s business

shall

1..),.
o.

tv

lV

Jvo)""
J~.;)..

JV..

J:' ..

I.

1)

005
if:]

Section
35.3.
Indernnific;\rioQ. a)
Tenant hercby indemnifies
Parties from and against
andholds
hannless
any
the Owner
aH
Envirorunental Damages
and
this
Lease, except
of
the
to
to the
Premises during the:
cxtent
tenn

Inde1l1lified

aHowed, suffered

prior

or

to,directly

contributed

any

or indirectly, by

such EnvirOrunental
Damage is
caused, pennitted,

any

of the Owner Indemnified

the Commencement Dare.
Parties
Such
Obligation
of
expel
l
S
e
aod
Tcnant shaH include
of defending aH
bunlen
claims.
the
counsel reasonably
suirs and adntinistrative
satisfactory to Owner),eVen
proceedings
(
if soch
with
claims.suits or proceedings are
or fraudulen~ and conducting all
groundless,
fals,.
negotiations of any description,
as the same become due,
and paying and discharging, when and
any and aH jUdgments,
of the Owner Indemnifed
penalties or
other sums due against any
Parties.Tenant' s
shall
obligations
EnvirolllIlen< aJ Damages
not apply
withrespect
reSUlting from Environmental Conditioos
to
existing in the Land prior
e execution hereof regardless of
to t1:
whether the
same were caused by any
Indemnified Parties). Without limiting the foregoing,
of the
if the presence
Owner
orPermitted by T
Or Release on
Or from
to

the Prnnises cau;

enam reSUlt' in contaminationof
thePrcmi.<es,
ed
cOS[ and
enan[
shaH promptly talce
T
a;I actions
as are
expense
necessary to remediate
compliance " ith Environmental Laws
the Premises in
in effect from time
to time and
Imposed by any
to comply
with any requirement"
Governmental Authorities; provided
first be obtained,
that Owner' s approval of
which approval
such actions shaH
shall not
at

its sole

be
unreasonably withheld. b)
Owner hereby indemnifies
and ho Ids
Parties from and against
hannless the Tenant
any and
Environmental
aJ Conditions existing
all
Damagesresulting from
prior to the
Environmen<
Commencement Date, but only in
specificaJy excluding the Improvements.
the
Such
Land and
obligation of Owner
of defending all
shaH include
lndenlDified

to Tenant), eVen

claims,

if

such

the burden and

expem e
and administrative
proceedings (with counsel reasonably satisfactory
or proceedings are
groundless,

suits

claims,suits

and cooducting all

false
negotiatious of any description,
Or fraudulent,
same become due, aoy
and
paying
and discharging, when and
and all jUdgments, penalties or
as the
other sums due against any
of the
Tenant

agrees to
if

talce

lmlemnificd Parties. c)Notwithsranding anything to

such
any, located on

action

as necessary
. to inunediarely

the
remediation, and mOnitoring of
the soil
I

in

a
required under

to

Action

Tenant allcor espondence, repons,

talce

determination from DERM

or

Laws.Owner

shall

c)
in
avoid delaying Temar'

described

contrarycontained herein, OW", r

underground storage rank:(,),

assessment,

Releasefrom such tank( s),

ifany,
action as neces ary [ 0 ob"
such

DEP,if

use reasonable efforts to

Undertake the work
described
such a manner
as 0
[
minimize
disruption [ 0 and

s Iaos
!.
to renovate and
develop
in

che

Premises. Owner agrees

chis Sectio:
that in con ection
l 35.3(
c)
it

Studies

r--

applicable EnVironmental Laws;

and to

No Further

Environmental

in thj"Section 35.
3(

remove the

Premises; to expeditiously
Undertake such further
water Impacted by the

and ground

as required under

the

wirh

the work

will provide to

and

other

JUL

23

1999

13:13

HOLLRND

FR

KNIGHT LLP 305 789

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P. 01/ 03
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RECORD:
DATE:07/

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CLIElST61886
AMOUNT:
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MATTER;::

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r:
SUPER
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HOLLAND &
KNIGHT

Fort Lauderdale J:
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keland
Melbo\ m1tl Mexico City Miami N....

LLP 701 BrickeU

York

AvcnU9

P.
Suite3000
OBox
. 015441 (

ZIP

Florida

33101-

33131

5441)MianU,

305314-

8500

Orlamlu
North. rn v~

Providllncu SanFZ'lU1Cieca
SL PctllnlbU%'(
TlLllAha..' W:e

FAX 305- 7897799FACSIMILE

TlI:
aI;Ill W.

TO:
LawrenceALevy

1>.
C.
lIdwu; ton.
Wllat
Palm

lIl:
B'!

h If you did
not receive all of the pages
NAME COl\
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IP

that they an!

or find.
please c:all 305) 3148500 CONFIDE~"TIALITY NOTICE: This
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lY FIRM
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Miami

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you are Dot the

intended. recipient. Or a person
responsible for
intended recipient, you are

delivering
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henby Dotified that
any disclosure. copying. printin~,distribution
or use
ofany
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attached

to

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hi

STRICTLY PROHIBITED. I!you

have received
CITY 305)673-

7002

FAX

NUMBER

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Hoffman NAJ.\

TELEPHONE

NUMBER

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305)

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FROM:

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N"

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1vmER

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23

JUL

LLP
KNIGHT

1999

13:13

305789

7613
T

TO 7732~

c1l11l4
West

a11ahasse8T

Washingtcn. D. C.

Palm Beach

701
Bricllell

HOLLAND

FR

Aenue.

Suite

61886~

LLP AlJantI

1~

Boston

305 P.

Fort

02/

Lauderdale Jacksonville

03

lakeland

MiamiMexico City

Melbourne

Law

NewVirginIa
YorkNofthem

Olfla:s

Orlando Providence SiJI

HOLLAND &KNIGlIT

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BaJC 0150441 (ZIP 33101- 5441)

MIami.Rorida 33131

305-3748500

FAX

305-7897799

WWIW. hkIaw.cam

July

23,
1999

SIUART K.
HOFFMAN
Direct Tclcpbooc and .
VIA FEDERAL

EXPRESS Miami

Beach Redevelopment
Agency Executive Director
1700 Convention

Center

Convention Center Drive

fu No.305789-

1732 lIw:.

mec Addtess: shol'

l'
nwl@hJcIaw. com

Drive Miami

Beach,Florida

33139 Miami
Beach Redevelopment Agency
General Counsel 1700

Miami

Beach,

Florida 33139 Miami

Beach Redevelopment

Agency

City Manager
1700

Convention

Center Drive Miami Beach, Florida 33139 Miami

Agency City Attorney 1700 Convention

Beach Redevelopment

Center Drive Miami Beach,

Florida 33139

Joel

N.
Minsker,

Esq.

Bloom &Minsker, P. A.

Miami,Florida
33131 Re:Hotel Developmem:

1401 Brickell Avenue

Suite

700

Agreement Between Miami Beach Redevelopment Agency and

RDP Royal
Dear Ladies and Gentlemen: This is a
noticesent
to
you pursuant to Section 20. 01 of the
captioned Hotel
aboveDevelopment Agreement.
behalf
Pahn Hotel Limited PartDership

On

of RDP

Royal