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RESOLUTION NO.

264- 97 A RESOLUTION OF THE CHAIRMAN AND

MEMBERS

OF

THE

MIAMI

BEACH

REDEVELOPMENT AGENCY APPROVING,AND AUTHORIZING THE


CHAIRMAN AND SECRETARY TO EXECUTE,THE ATTACHED
LETTER OF INTENT BETWEEN THE CITY OF MIAMI
BEACH,THE MIAMI BEACH REDEVELOPMENT AGENCY,

RDP

ROYAL

PALM

HOTEL

LIMITED

COMPANY

AND RDP SHORECREST HOTEL LIMITED

COMPANY REGARDING THE OWNERSHIP, DEVELOPMENT AND


OPERATION OF A

CONVENTION

HOTEL. WHEREAS, RDP Royal Palm

Hotel Limited Company ("RDP Royal Palm")


wi
n
ni
n
g
Proposals Number 45as the bidder in response to Request for
95/96 RFP")
("
to develop, own and operate an African- American owned convention center
was

selected

hotel

in Miami Beach; and WHEREAS, representatives of the Redevelopment Agency ("


of Miami Beach (the "City"),
RDA"),
the City
RDP Royal Palm and RDP
Shorecrest Hotel Limited Company ( collectively, RDP Royal Palm and RDP Shorecrest Hotel Limited Company are referred
have been engaged in negotiations for a number of months regarding,
to as "RDP")
among other things,the development, ownership and operation
of the
consistent

proposed hotel;and WHEREAS, the development of the hotel is a part of and is


with the City Center Historic Convention Village Redevelopment and Revitalization Plan

and will eliminate slum

and blight in

Redevelopment and

Revitalization

the City

Area;and WHEREAS,

the

development

Center Historic Convention Village

ofthe hotel is a public

purpose and

will benefit the public by,among other things,increasing the number of convention quality hotel
rooms in the City,assisting the City in attracting conventions and increasing the

utilization ofthe

Convention

Center, increasing tourism

and improving
the

attached

the economy; and WHEREAS, the development


letter of intent
LOI")is authorized by Chapter

163

subject to the
terms

approval

of the hotel as described in

of the Florida Statutes; and WHEREAS, representatives of the


the RDA and the City, have negotiated the

RDA, the

City and RDP,

of

of

the LOI attached hereto. NOW, THEREFORE, BE IT

DULY RESOLVED BY THE CHAIRMAN AND MEMBERS

MIAMI BEACH REDEVELOPMENT AGENCY as follows: 1.The attached LOI between


the City and RDP

THE

the RDA,

is hereby approved. 2.The Chairman and Members hereby find that


hotel is a public purpose, will benefit the public,and is a part
is consistent with the City

the development of the

of and

OF

3.The Chairman and


is

authorized by

Members

hereby find that

the development of the Hotel

Chapter 163,

Florida Statutes.4.
The

Chairman

and Secretary are authorized to

execute

5.
The Chief Negotiator, Executive Director and
the attached LO!.

Counsel, and their respective

and document

staffs

and outside

General

consultants, are authorized to negotiate

the definitive agreements relating to the LOI and take all other

actions in connection therewith. 6.


This resolution

take effect immediately upon

adoption.

shall

PASSED

and

ADOPTED 5th March AT EST:


P
LcM d--

tMcb SECRET

ARY

c>

J?

this

AITlkw f\

atto\
taca\ resos\
aaloiexe. rda
APPROVED AS

TO
FORM &

Miami Beach

Redevelopment Agency
1700 Convention Center

Drive Miami Beach,

Florida
33139

Telephone:305)
(
6737193
Fax: (

305)

673-

7772 REDEVELOPMENT AGENCY MEMORANDUM NO. 976 DATE: March 5,

1997

TO:Chairman

and

Members of
AND

the
Board of the Redevelopment Agency FROM:Jose oarCiapedrotCa Executive Director RESOLUTION PROVING A LETTER OF
INTENT AMONG
THE RDP ROYAL PALM HOTEL LTD. CO.AND
RDP SHORECREST
HOTEL LTD.CO.
(
COLLECTIVELY
RDP),THE CITY
OF MIAMI BEACH AND THE MIAMI BEACH
REDEVELOPMENT AGENCY FOR
THE
OWNERSHIP, DEVELOPMENT

OPERATION OF

AN

AFRICAN AMERICAN

OWNED
HOTEL AT 1535 AND 1545

COLLINS AVENUE.

BACKGROUND: Staff and consultants for

the Redevelopment Agency ( RDA)

letter

of intent (

SUBJECT: RECOMMENDA TION:Approve


and

Commission

have

negotiated

the
a

Resolution.

proposed

LOl)attached
(

hereto) for a 425- room hotel comprised of258 hotel


rooms and 167 hotel
On
suites.
June 5,1996,the RDA selected the RDP Royal Palm Hotel Ltd. Company, after
an exhaustive public review process, to negotiate the
terms under which RDP would

develop,

own and operate a

convention hotel on the Royal Palm property and optionally on the


adjacent Shorecrest property. At the time,the developer had the Shorecrest Hotel under

contract

and the successful

proposal

contemplated development of both

sites operated under uniform management. Thus, the City did


not have site control on all of
the land. For many months,the City' s negotiators and staff,working in harmony with Don Peebles,
the developer on the LOI,struggled

to put

the deal

together

under a structure

of two
separate ownerships
of land for

In the last two weeks,


to a

by unanimous consent, the chief negotiator for the RDA and Mr. Peebles came

conclusion that the

single- site ownership was preferable

contract interest in the Shorecrest to the RDA ( fee and

As

result of the agreement, the RDA and Peebles moved

The LOI, before the RDA and

hands of the RDA,


The RDA made

certain
the

and

and

between

project.

circumstances

is the

million. The RDA


to the

be a

that

has

relate to

rapidly

to

mutually acceptable

LOr.

contemplates complete site control in the

agreed

that its

to subordinate

of

in

the

financing

funding obligation would be


its right to receive rent
relating to

limited

Palm was $
5.5

million,

Royal

by Peebles is

be 11
$mil ion. The

would

cost burden of

to transfer his

under

also 5.
$ 5 mil ion,

additional costs over $10 mil ion

be borne by
RDA.It has been mutually agreed
come up with any additional costs over the $
will

the City or the


Peebles

acquisition

will

of the Shorecrest. The LOI covers, among other things,


the rent
devel
o
per
,
the
devel
o
per
'
s fmancial involvement, outside
from the

RDA will receive

that
of sale
the

respondents

of the Shorecrest,

the RDA and Peebles that

10 million

Commission, therefore

first 10
$million

upon price

agreed

with the Loews Hotel.

commitment to all RFP

total acquisition costs


not

City

case

Inasmuch as the cost of acquisition

previously agreed

the

the
Peebles

10

to $

as

and Mr. Peebles

leasehold).

funding, questions

of

the

hotel, operations, quality

of

the

flag,

parking and use of the RDA' s parking garage. The


LOI follows the basic format
Loews
agr
e
ement
except
the
Loews
agreement never required subordination
the
that

of

of the right to receive rent

by the City. It should be noted that the signing of the LOI is just
one step in moving forward. It is the blueprint for the
definitive agreements. If the next
documents to be agreed upon are unacceptable, the LOI states
there
is
that
nofurther obligation on t~
e
part of

the

City/

RDA
LOL The

document

subject

is

to

possible design

development expense reimbursement. ANALYSIS: Following are criteria major

attached, and

made

at the

Room count:

units

total 2(58 hotel

Rent

to

year

plus incentive rent

City CommissionlMiami

points

in the

presentation will be

Beach Redevelopment

Agency meeting.

425

roomsll67 hotel

RDA: $
490,000

suites).D

per

up

Lease term: 100

years. D

Mortgage by private

mil ion.

sites.

at

16th Street. o Commitment of room block for

Convention

Center

by

Hospitality Partners.o Completion: personally guaranteed

by

equity

Tishman

Hotel Corporation.

RDA

lenders: $

31

owns both
Parking: 118 spaces

on site, 153

usage.o Flag: Crowne

partners.o Quality

standards to

the City' s

to

approve plans

the

life of

the

RDA. o Radius restrictions. o

to

be paid

the

land

at 25th

provided in RDA-

o Design development to

should

by

commence

the deal not

with LOl

go

through

signing

due

withdrawal. o RDA

and specifications. o Restrictive

covenant

limiting property

to hotel use during

Real estate taxes

by developer. o Mandatory purchase of Agency' s

interest in

year.o HAMP' s or

similar
quality

operator for restaurant. CONCLUSION: The

Agencyshould

approve

the

owned garage

Plaza franchise,management

be approved

a 600,
$
000 cap on reimbursement

to

spaces to be

City CommissionlRedevelopment

and

with

RESOLUTION NO.
97- 22316 A RESOLUTION OF THE MAYOR AND
CITY COMMISSION

OF THE CITY OF MIAMI

BEACH

APPROVING, AND AUTHORIZING THE MAYOR AND CITY


CLERK

OF

TO

INTENT

EXECUTE, THE A

BETWEEN

TT

THE

ACHED

LETTER

CITY,

THE

MIAMI BEACH REDEVELOPMENT AGENCY, RDP ROYAL


PALM HOTEL LIMITED COMPANY AND RDP SHORE
CREST HOTEL LIMITED COMPANY

REGARDING

THE OWNERSHIP, DEVELOPMENT AND OPERATION OF


A
CONVENTION

HOTEL. WHEREAS, RDP Royal Palm

Hotel

Limited

Company ("RDP

Royal

Palm")

selected

Proposals Number 45as the winning bidder in response to Request for


95/96 RFP")
("
to develop, own and operate an African- American owned convention center
was

hotel

in Miami Beach; and WHEREAS, representatives of the Redevelopment Agency ("


RDA"),
the City
of Miami Beach (the "City"),
RDP Royal Palm and RDP
Shorecrest Hotel Limited Company ( collectively, RDP Royal Palm and RDP Shorecrest Hotel Limited Company are referred
have been engaged in negotiations for a number of months regarding,
to as "RDP")
other
among
things,the development, ownership and operation
of the

proposed hotel;and WHEREAS, the development of the hotel is a part of and is


the City Center Historic Convention Village Redevelopment and Revitalization Plan
slum and blight in the City Center Historic Convention Village

consistent with

and will eliminate

Redevelopment and

Revitalization Area;and WHEREAS, the development of the hotel is a public purpose and
will benefit the public by,among other things,increasing the number of convention quality hotel
rooms in the City,assisting the City in attracting conventions and increasiI1g the utilization
of
the Convention Center,increasing tourism and
improving the
attached letter

economy; and WHEREAS, the development of


of intent LO!")is authorized by Chapter 163

of
to the approval

of

the hotel as described in the

the Florida Statutes; and WHEREAS, representatives of the RDA,the


RDA and the City,have negotiated the terms

City

and

RDP, subject

the

of

the Lor attached hereto. NOW,THEREFORE, BE IT DULY RESOLVED


BY THE MAYOR AND CITY COMMISSION OF THE CITY

OF MIAMI BEACH as follows: 1.


The

City

attached

Lor between the

RDA,the

The Mayor and City Commission hereby find that


and RDP is hereby approved. 2.
of
the
hotel
a
public purpose, will benefit the public, and is a part
the development
is
of and is consistent with the City Center

3,
The Mayor
is
Florida

and City Commission hereby


Chapter 163,
authorized by

Statutes. 4.The

Mayor

and

staffs

the development of

City Clerk are authorized to

the attached LO!.


5.
The Chief
and their respective

find that

the Hotel

execute

Negotiator, City Manager and City Attorney,


consultants, are authorized to negotiate

and outside

and document the definitive agreements relating to the LO!and take all other
actions in connection therewith. 6.
This resolution

shall

take effect immediately upon

TO

FORM &

lANGUAGE FOR
exeCUTION
AT EST: RobtP~~

CITYCLERK

AITIkw

adoption,PASSED and
ADOPTED this
APPROVED AS

f:\

atto\
taca\

FLORIDA

33139

CITY HALL

CITY

OF

1700 CONVENTION CENTER DRIVE MIAMI BEACH

MIAMI"'
BEACH COMMISSION

7
50 C)
-

Mayor Seymour Gelber

City

Commission DATE:

and

NO,

MEORANDU

TO:

Members

of

the

March5,
Jose

1997 FROM:
OWNED

Garcia-

pedroJ.

J City
. .
Manager ( q RESOLUTI~iAPPROVING A

LETTER OF INTENT AMONG THE RDP ROYAL PALM HOTEL LTD.


CO. AND RDP SHORECREST HOTEL LTD. CO.COLLECTIVELY
(
RDP),THE

CITY OF MIAMI BEACH AND THE MIAMI


BEACH REDEVELOPMENT AGENCY FOR THE OWNERSHIP, DEVELOPMENT
AND OPERATION OF

AN

AFRICAN AMERICAN

HOTEL

AT

1535 AND

1545
COLLINS AVENUE. SUBJECT: RECOMMENDATION: Approve

Redevelopment
for

Agency (RDA)and Commission

the Resolution.
have negotiated a

proposed

BACKGROUND: Staff and consultants


letter

of

intent LOI)
( (

for
attached

the

hereto)

a 425-

room hotel

comprised of258 hotel rooms and

167

hotel suites. On

1996, the
June 5,
selected the RDP Royal Palm Hotel Ltd.Company, after an exhaustive public review
process, to
negotiate the terms under which RDP would develop, own and operate a convention

RDA

hotel

on the Royal Palm

property and optionally on the adjacent Shorecrest property. At the time,


the developer had the Shorecrest Hotel under contract and the successful proposal contemplated
development

of both sites

the City did

operated

under uniform management. Thus,

not

have site control on all of the land.For many months, the


City's negotiators and staff,working in harmony with Don Peebles, the developer on the LOI,struggled
to put the deal together under
a structure of two separate
unanimous

consent,

ownerships of land for one hotel development. In the last two weeks,by
Peebles came to a conclusion that the
for the RDA and Mr.

the chief negotiator

single-site ownership was preferable and Mr. Peebles

agreed to transfer

his contract

in

interest

As

result of the agreement, the RDA and Peebles moved

The LOI, before the RDA and


hands of the RDA,
The RDA made
to $

as

is the

case

million. The RDA

certain circumstances to the

project.

to

mutually acceptable

contemplates complete site

LO!.

control in the

with the Loews Hotel.

commitment to all RFP

10

the

Commission, therefore

City

rapidly

respondents

has

first 10
$million

Inasmuch as the cost of acquisition

that its

agreed to subordinate

of

in

the

financing

funding obligation would be


its right to receive rent
relating to
Palm was $5.5

Royal

limited
under

million,

by Peebles is also 5.
and the previously agreed upon price of the Shorecrest,
$ 5 mil ion,
the total acquisition costs would
be 11
$mil ion. The additional costs over $10 mil ion will be borne by
Peebles and not be a cost burden of the City or the RDA.It has been mutually agreed
between

the RDA and Peebles that

10 million

that

relate to

will

funding, questions

of

the

come up with any

additional costs over the $

of the Shorecrest. The LOI covers, among other things,

acquisition

RDA will receive

that
of sale
the

Peebles

hotel, operations, quality

of

from the
the flag,

developer, the developer' s financial

the rent
involvement, outside

parking and use of the RDA's parking garage, The LOI follows the basic format
the Loews agreement except that the Loews agreement never required subordination
of the right to receive rent

by

the City, It should

be

of

noted that the signing ofthe LOI is just

one step in moving forward. It is the blueprint for the definitive agreements. If the next
documents to be agreed upon are unacceptable, the LOI states that there
isno further obligation on the

part

of the

City/

RDA

subject

LO!.The document is

to

possible design

development expense

attached, and

made

at the

Room count:

units

total (258 hotel

Rent

to

year

plus incentive rent

to $

200,000 per

City CommissionlMiami

reimbursementANALYSIS:
.
Following are criteria major

points

in the

presentation will be

Beach Redevelopment

Agency meeting.

425

roomsl167 hotel

RDA: $
490,000

suites).o

per

up
year.

Lease term: 100

years. o

RDA

Parking:

16th

Street.o Commitment of room block for Convention

Center

usage.

Hospitality

Partners. o Completion: personally guaranteed by

equity

partners. o

Hotel

Corporation. o

owns

both sites,
118

spaces

site,153 spaces

on

o Flag:Crowne Plaza

Quality standards

to be

Design

600,
000 cap on reimbursement should

City' s withdrawal. o RDA

approve

plans and

life

of the

RDA.

o Radius restrictions. o Real

be

paid by

land

at

25th year.

franchise, management

approved by

development

the

to be provided

to commence

the

in RDA-owned

by

Tishman

with

deal not go

LOl signing

through due

and

to

to

specifications. o

Restrictive

covenant

limiting

property

to hotel use during the

estate taxes to

developer. o

Mandatory

purchase of Agency' s interest

HAMP' s

in the

or similar

quality

operator

restaurant.CONCLUSION:

for

should
the

approve

The

garage at

City Commission/ Redevelopment Agency

with

LET

Subject:
Parties:

TEN

Royal

Palm/ Shorecrest

Plaza

Hotel

RDP

Royal

Crowne

Limited Company

Palm Hotel

and
RDP

Shorecrest

collectively, "

City

of Miami

Miami

the "

Limited Company

Hotel
RDP")

Beach (

the "

City")

Beach Redevelopment Agency


Agency")

March

Date:

5,
In
RECITATIONS:
1997
February 1993, the City
A.
Center/ Historic Convention Village Redevelopment and Revitalization
a
by
the
of
officially
Area
adoption
established
was
Plan").
The
Redevel
o
pment
Plan
was
the Redevelopment
Redevelopment Plan (
of
Beach
(
of
the
City
the result of the combined efforts
Miami
the
"
Beach
the "
City"),
Redevelopment
Agency (
the Miami
Florida.
State of
Metropolitan Dade County and the
The
Agency"),
Redevelopment Plan represents the effort and commitment of the Agency and the City
convention quality
to foster the development of
necessary
linkages
to
improvements
hotels,
ancillary
facilities, and
and

the

Miami

Pursuant

to

Beach
the

Convention

Redevelopment

Plan,

the

Center (

the

Agency

"
Convention

Center").

has acquired the

of 1545
street address
Royal Palm Hotel which has a
Collins Avenue, Miami Beach, Florida and which it has agreed to make
available for a convention hotel which will serve as a part
of
the
Redevelopment Plan. B. The City and the Agency also have
decided to make a substantial commitment to provide
in the
the African- American community with an opportunity
connection with that commitment, the Agency has agreed
hospitality industry. In
to make available the Royal Palm Hotel and additional
financial incentives for an
American owned hotel. C.In furtherance of the Redevelopment
the commitment to the African- American community referred
in the preceding paragraph, the Agency published
to

African-

Plan

and

Request

for

9596 ( the "

RFP"),
entitled " City

Center/ Historic

Redevelopment
and
Revitalization
Village
Opportunity",
dated
Hotel Development

Convention

Area African-

American

December 27,1995
2,1996, January

on January
amended
and
3,
1996 and March 5,1996.The RFP sought bids for
the development and

convention hotel owned by African- Americans. D.


operation
of a
review
1996, after a public
On June 5,
process, the
Agency selected RDP Royal Palm Hotel Limited Company (
which,

along

with

RDP

Hotel Limited
Company
hereinafter
collectively
shall
as "RDP") from among the groups that
the
to the RFP and directed representatives of
Shorecrest

to

be referred
submitted proposals pursuant
Agency to negotiate the terms under

which

and operate the convention hotel referred


in accordance with the requirements of the

RDP

to

sets

would

above ( the

RFP. This

own

develop,

Hotel")
"

letter

forth

such
negotiations. 1
the understanding reached as a result of
restored portions of the
consist of the following: ( i)
HOTEL: The Hotel will
tower
Royal Palm Hotel, and a new
to be developed to the

THE

the
Royal Palm Hotel, as per the
approved by the joint Design Review and
specifications
1996, as
Historic Preservation Boards
on December 3,
and
amended
may
and
specifications
be
said plans

east
plans

of

and

258) hotel rooms (


hundred
fifty-eight (
two
comprising approximately
Hotel")and ( ii)
RP
collectively referred to as the "
restored
portions of the Shorecrest Hotel which has a street address of 1535 Collins
new tower to be
Beach, Florida and a
Avenue, Miami
developed
to the east of the Shorecrest Hotel, as
plans and specifications approved by the joint
the
per
Design Review
and Historic Preservation Boards on December
approved,

together

hereinafter

1996, as

3,

said

plans

and

specifications

may

approved, together comprising approximately one hundred sixtyamended and


as the "
Shorecrest Hotel"). The
collectively
referred to
suites
(
hereinafter
hotel
167)
seven (
conjunction
with
operated
in
Shorecrest Hotel
will be
the RP Hotel as the Hotel. The Hotel will
be a first class, upscale property with suitable convention, conference and meeting
the standards of the Crowne
appropriate
amenities meeting
space and
as
set
forth
st
a
ndards
chain
in the Ground Lease (
and those
Plaza
based
upon
the
will
be
It
developed
defined).
hereinafter
April 1,
RFP, dated
concept presented in RDP' s response to the
be
entered
to
definitive
agreements
the
subject
to
1996,
City ( as applicable) and RDP collectively,
into between the Agency and/ or the
shall be
and substance
the "Agreements"), the
of which
be

form

acceptable

to

lender, RDP, the Agency and the


obligated
be
shall
to develop, design,
with
accordance
Hotel
in
furnish and
equip the

RDP' s

City.

RDP
construct,
plans

established

pursuant

to

the

Agreements

which

shall

include

approximately

environmental,

and

safety

other

governmental

laws,

rules

and

regulations.
COSTS
2.

HOTEL:
the Hotel

The
is

THE

OF

preliminary

estimated

budget

for

the

development

of

as
follows: 2. 1

Uses
of

Land
Cost
Fees

Funds.

Construction
Indirect

Indirect

FF&

Costs

E General &
Admin. Financing Costs
Up
StartCosts

Construction
Interest
Contingency

Fee

Total

FUNDING

OF

3.

THE

HOTEL: 3.
of

Sources
Funds.

Developer

Equity

C.Barker
D. Peebles

J.
Thompson
HCF

Group

FF& E

Loan/Contingency
Crowne FF& E Loan
Hospitality

Partners

FF&
E

Contingency

Loan Donohoe Loan

Partner

Contingency Loan

Working
Revolving

Capital
Loan

Deferred Construction

Management &Development
Management

Fees

Deferred
Management Fees
Development

Construction
Deferred

Management

Fees
Mortgage

First

Loan

Agency

2 Provider and Form of


3.
defined
A Members (the Guarantors

Class

The

Completion

Guarantee.

hereinbelow)

of

to the City and


RDP shall provide personal
will
Agency
irrevocably
and unconditionally
the
which
the
of
opening
and
successful
guarantee
completion
the
and
several
and
joint
be
guarant
e
es
personal
shall
Hotel. These
Barker,
Peebles,
Donahue
R.
by
pr
o
vi
d
ed
Cecile
shall be
and
Calin
Peter
Thompson,
Earl
HCF, Inc.
Jeffrey
guarantees running

of execution of
Guarantors
Date,
Opening
the
shall
Agreements
the
until
furnish updated financial statements to the City and the Agency
the
adverse
change
any
and
in
material
annually
the Guarantors, including as reflected
aggregate financial condition of
in

material

adverse

shall

be

the

on

deemed

the

default

date

of them, which change has a


the Hotel,
completion or opening of

statements or any

effect

the

Guarantors"). From

the

collectively,

under
of Aqency'
shall
obligation

3 Fundinq
the Agreements. 3.

Agency'
be

ten

total
s
million

000) allocated

funding

Share.

The

as

10,000,
dollars ($

follows: Shorecrest
500, 000 4. 500, 000 10, 000.
5,
1
000 RP Hotel Land 4.MUNICIPAL GARAGE: 4.

Hotel

Aqency

or

for

City

the

Build

to

construction

Garaqe.
and

The
maintenance (

for

or

Agency

so

City shall be responsible


as the Hotel is

long

spaces are required


parking
or the
hotel
by RDP under applicable
the use of such

operated
for

Land

as

hotel

on an Agency- owned site


and Collins Avenues
within an area bounded by
and/ or the City
The
Agency
between 15th and 17th Streets.
accordance
in
foregoing
with the standards set
actions
shall perform the
the
Agency and/ or
The
Agreements.
in the

law)of

municipal

garage (" Garage")

washington

forth

the Garage will be


if the Garage is not

City anticipates
Date ( defined hereinbelow); however,
for use by

open by the Opening


substantially completed and ready

the Opening Date then,


City shall
or the
and/
in that event, the Agency
available
spaces
parking
elsewhere
three ( 153)
make one
hundred fifty
200)
hundred ( 1,
within a radius of one thousand two
until
the Hotel (" Temporary Parking") for the Hotel
feet
of

the

Garage is substantially completed and


ready

City

for

shall

use.The
be

responsible

for

Agency
the

or

additional

the

expenses,

if

any,related

defined

below)

the

by

Hotel

in

the

Garage (

including

for

Hotel valet parking arrangements).


Hotel user
provisions
the
rates
shall
be
established
by
garage operator,
parking
subject to the Agency' s or the City' s approval, provided,
however,
charges to RDP for valet parking shall not exceed
charges
percent of the self- park rate and
50%)
fifty (
of (
i)
for Hotel employee parking shall not exceed the lower

the monthly
the self- parking
RDP

shall

parking

50%)
percent of
rate, ( ii)
fifty (
contract
parking
rate.
or (
iii)
the
the available parking spaces at the Garage
parking facilities. The
other offsite

rate
utilize

prior to utilizing
the
Agency or
City, as applicable, shall incorporate the
4.
2 and
this subparagraph
provisions of
and
hereinbelow
4. 3
subparagraph
in
any
all
operation and management agreements with
the Garage. 4.3
garage operators
relating to
operator shall set
mean
the
garage
Priority
use"
shall
prioritv Use. "
aside solely for Hotel use such number of the
to
allocated parking spaces as Hotel Operator shall request from time
time upon not less than twenty-

prior notice to the garage


hours
four (
24)
operator.
Hotel
Garaqe
Rent. RDP shall pay annual
monthly, equal to one hundred thirty seven
rent, payable
thousand seven hundred dollars ($ 137,700) for the use of
the

4
4.

parking

in

spaces

described in this Letter


5 hereinbelow ( the "Garage
4.
Usaqe

provided

of
Rent").

Garage

as

Intent, subject

5
4.

of RDP' s agreement to
above, RDP
shall be paid

Pavment. In

Garage, as

the

consideration

a percentage of the annual


monthly
as
Garage
of
follows ( the " Facility
the
i)
Eleven and four tenths
of
4%)

the

annual

gross

first one million


000)of

revenues
two

with
hundred

to subparagraph

tv
the
utilize
Facili

gross

Usage

revenues
Payment"):

percent ( 11.

to the
dollars ($
1,200,

respect
thousand

Seven and six tenths percent (


revenues; and ii)
annual
gross
of
6%)
those
hundred
two
one
million
that
exceed
revenues
provided, however, the first one hundred
1,
200, 000);
thousand dollars ($

gross
7.

thirty

seven thousand

seven hundred dollars ($ 137, 700) resulting from the application of


hereinabove to annual gross revenues shall
(
subparagraph 4.5 i)
Garage
Rent
each
against the
credit
as
a
applied
be
year. 4.

Limitation

Temporary parking less the cumulative Facility Usage Payments


received by RDP

from the

date of

such commencement

exceed the

seventy- five thousand dollars ($


275, 000),
the Facility Usage Payment for that year will be
of

sum

the

hundred

two

of

greater

one

thirty-

hundred

calculated

accordance

Hotel'

comprising

Land"),
which

made

be
covenant,

seven

amount

4.
5 hereinabove.

made, by

to

ensure

the enforceability

the

to

rights

land
the "

thousand

the

with subparagraph

Appropriate provisions
will
Enforceability.
recorded, non- exclusive easement or other

4. 7

of

seven

dollars
137, 700) and
in

hundred

is

part

hereof

RDP

by

Garage.

the

RP Hotel

the

more

fully

described

LEASE: The

the Shorecrest
on Exhibit A" attached
set

if

as

5. GROUND

and

will

fully
forth
the Agency or the City,
to
the " Lessor")pursuant to a
herein,

Hotel

collectively,

hereto

and

be

as

leased

applicable, (

lease ( the Ground


"Lease") having

ground

the following provisions: 5.


will
1 Title. The execution of the Agreements by RDP
be conditioned upon fee title to the Land being
insurable subject only to matters reasonably acceptable
and
good, marketable
to RDPi provided, however, that the Lessor is not responsible
for ti tIe matters pertaining to the Shorecrest Hotel land that affect
date of assignment from RDP
Lessor' s affiliate of any contract
execution of the Agreements and
that land. After
the recording of the Ground Lease, the Lessor will not further
such title to the Land except with respect
encumber
to those
matters (such as utility easements and nonor

encumber

that

land

to the
to purchase

monetary
do
for

Lessor

as

of the

or

reciprocal easement agreements) reasonably approved by RDP and which


the operation or development of the Hotel as called
not adversely affect
The Land will be leased to RDP on an as
herein.
is"

basis

at

the

2 Term. One
the Ground Lease. 5.
5.3
Base Rent. RDP shall
of $
pay
to the Lessor base rent in the amount
Rent" ),
monthly
(
the
Base
"
year,
payable
00
per
000.
220,
the
Hotel
(
the
of
date
the
opening
on
commencing
The Base Rent shall be increased at the beginning
Opening
Date").
time

of

execution

of

hundred ( 100)years.

and twentieth 20th) years from


10th),fifteenth (15th)
tenth (
in
the GDP implicit price
the
increase
Date based upon
index. In

of the
the

deflator

Opening

no
be

less

than

the

event

Base

shall

Rent

period
the Base Rent during any
4
during any prior period. 5.

Additional

Rent.

270, 000.

year,

00 per

payable monthly (

the Opening Date. The Additional


the "Rent"),commencing on
at
the
beginning
of
the
Rent
shall
be
increased
15th)
twentieth
(
20th)
from
the
tenth ( the),fifteenth
and
years
Additional

price
Opening Date based upon the increase in the GDP implicit
deflator
index. In no event shall the Additional Rent during any
period be less than the Additional Rent during

period. 5.
5 Incentive Rent. In addition to
any prior
Rent and the Additional Rent, RDP shall also
the Base
pay

to

percent
the

the

of

amount

end ( the "Incentive

capped

the

to
twenty ( 20%)
annual gross revenues from
that
exceeds

equal

Hotel

thousand

dollars

17,

days after
payable thirty 30)
(

The
Rent").
at two hundred

Incentive Rent
thousand

year; provided, however, that

per

rent

the

nine hundred

million

000) per year,

be

of

of

operation

seventeen
900,

incentive

Lessor

that

any

yearshall

dollars ($ 200, 000)

Incentive

Rent

over two hundred thousand


per
year
shall
not be
200, 000)
dollars ($
6 Subordination of Rental Payments. 5. 6.1
forward. 5.
carried
a default,
Subordination of Rent. In the event of
rental
payments to be made by RDP to the Lessor
the
Ground
under
Lease shall be subordinated,

hereinbelow,
provided
only to
ten million dollars ($
first
debt
on
dollar
thirty
one
million
a
000)
of
10, 000,
to
Loan").
Notwi
t
hstandi
n
g
anything
000)
loan
(
the "
31,000,
payments
shall
subordi
n
ati
o
n
of
rental
the contrary, the
aforesaid
not, and does not, mean that the proprietary

as

the

service

of the

interest
Agency

is subordinate to anything, including but


the
Loan, is encumbered or subject
limited
6.
2 Default
5.
extinguished.
to
being
a
of
bv
RDP. A. In the event
in

the

Land

to

not

default
by
the

right

under

RDP, the Lessor


to, among

subject

to

the

the Ground
shall

Lease

have

other remedies, terminate the Ground Lease


( in subparagraph 5.
Lender' s defined

2 hereinbelow) cure rights as set forth


9.
6.
hereinbelow in subparagraph 5.
2 B.
under
default
of
B. In the event
a
by RDP,
the Ground Lease
Lender
have the right to,among other
shall
or
and/
cure
remedies,
monetary
any
time
defaults
within
non-monetary
periods

to

Lessor

While

prosecuting

discussed
RDP' s

terminate

not

may

above,

the

Ground

Lease.

the foreclosure action as


Lender is required to make

rental

payments
only to the
funds are received by Lender
income
from the Hotel
after

monthly

extent sufficient

from

operating
deducting a sum equal to the amount necessary
to pay monthly debt service on the Loan with
regard to a principal amount of ten million
10, 000,
paid

dollars ($

the

amount

principal

of

000),less

to

date,
and

expenses. C.
In the event of a default
the Mortgage, the Ground Lease shall not be
so
i)
Lender gives
long as (
in default
operating

under

the

Lessor

written

notice

of

said

default

aware
Lender
becomes
10)
days after
(
ii)the Ground Lease is
of same; and (
within

not

ten

otherwise in default. D. Throughout this Letter


of
purposes
of
calculating
Intent, for
under
of
principal
outstanding
amount
the
ten

first

the

dollars ($ 10,

million

of the
000, 000)

Loan to
which rent payments are subordinate, the application of proceeds from
the sale or lease of Hamp' s Restaurant
be included and
shall not
the ten million dollars ($10, 000, 000)
to which

rent

payments

are

subordinate

shall

be

assumed to be reduced, commencing on the Opening


Date,
by amortization on a mortgage basis on
a twenty25) year
five (

of
the

the

term

3
6.
Loan. 5.

at

the

interest

rate

As

Tenant

Under

Lender

Ground
Lease.

If

Lender

becomes

under the Ground


that event: A.Lender
pay
the
Lessor
to

the

tenant

Lease, then, in
obligated
be
shall
all current rental payments due under
Ground Lease and comply with all other
covenants

and

Lender

conditions

of

is

the

Ground

the

Lease
tenant.

during

the

the

B.

period
The

rent
of
amount
unpaid
as of the time Lender becomes the
existing
accrued
Reinstatement
Date") including
,
the
the
in
rate
specified
default
at
the
interest (

tenant (

Mortgage),attorneys'

shall be due and


as
follows:

the " Back Rent"),


Lender

the

to

i)
first

payable by

Lessor

the

During

period in which

any part of

10,
000)
principal
is
under
in
outstanding
000,
the original loan, the Agency shall be paid Back Rent
monthly to the extent funds are available
from operating income from the Hotel after deducting a sum
Loan
with
the
debt
service
on
equal
to
the
the

ten

million

to

regard

the

principal

paid, to

includes

principal

of

date, and

current

amount

equal

to
000, 000)

dollars 10,
the Loan

million

ten

less

dollars ($

rent) of

After

operating
the

expenses

actually
which

Hotel. ii)
ten

first

the

to
000, 000) including
(
payments prior
10,
default)in principal has been paid to Lender, the
Lender' s obligations to pay Back Rent under the
Ground Lease shall be subject only to
dollars

million

the
payment of operating expenses on
basis. iii)
Back Rent will

monthly

continue to accrue with interest until


paid in full. 5.
bv
of the Hotel
Lender. Upon
hereinabove)
in
Paragraph
1
as
described
Hotel
(
sale
of
a
the
6.4

by

Lender,

Sale

the

net

repay

proceeds,

be
applied
are
available, shall
extent same
i)
following order:
to
Lender for amounts owed on the first ten

to

in

sale
the

the

million

dollars ($

10,

000, 000) in

principal

principal

less

paid

to date plus all


iii) repay

to
repay
ii)
interest
accrued
thereon;
Lessor
the
amounts owed
for
with Back Rent;
in connection
for

amounts

with

any

remaining

principal

accrued

interest,

and

costs

owed

expenses;

accrued

connection

Lender

to

plus in all iv)to pay Lessor all


Rent;
Back

interest on
and

amount of
in
Price (defined
The
hereinbelow). A.

pay to
v)to
the Purchase

subparagraph

5.10. 1

Lessor

the

term

"
net

the amount of
an
unrelated third party,
minus
the
brokerage
selling
price
commissions,
tax and other prorations and
all

reasonable

and

closing

customary

costs.

B.

to
which
the
Lessor' s
amount
in the rental payments under the
Ground Lease shall be subordinate after
the
sale of the Hotel by Lender shall
never
exceed the balance on the original
million
dollar ($
first
ten
amount
000, 000) subordinated
10,
payments
all
received
principal
after deducting
by Lender up to the time

The

new

interest

Related
related

to

Refinancinq Not
of the sale.5. 6. 5
to a Default. The net proceeds from any refinancing not
a default by RDP shall

be

applied

in

the

City or the Agency, as

Purchase

the

following

applicable,

to the
order: i)

to pay

defined in subparagraph
Price ( as
City'
s
or
the
Agency'

s,

as

ii)

applicable,

interest

in

the

the
10 hereinbelow) to

5.

Land;

buyout

and

remaining. A.
funds
are
the
Lessor'
The new amount to which
payments
s interest in the rental
under the Ground Lease shall be

to

subordinate

RDP

after

if

any

shall never exceed the


balance on the
first ten million dollar

refinancing

original
10, 000, 000)

subordinated

amount

after

deducting

all

principal
payments

received

by

Lender

the

prior
refinancing.

to

the

B.
The

time

of

term "net

this
in
as
used
shall
5
6.
5.
subparagraph
mean the new loan amount
the
refinancing
minus
after
proceeds"

outstanding loan
owing before refinancing minus reasonable refinancing transaction
and interest
7 Real Estate Taxes.
brokerage commissions. 5.
taxes
estate
ad
valorem
pay
RDP
real
all
shall
taxes concerning the Hotel levied by the City
and personal property
will
law.
accordance
with
in
authorities
governmental
other
RDP
and

balance

expenses

and

be entitled

available, under
of the land.

law,

applicable

as

if

it

fee

the

were

owner

8
5.
Environmental
City

the

5.

Indemnitv.

as

Lessor,

8.

1
as applicable,

Agency

The

or

provide

will

to RDP, with
in
described
as
to
the
respect
remediation,
Land
the
envi
r
onmental
matters
affecting
the Agreements, of
the
to
prior
exist
which
thereon
i
m
pr
o
vement
s
and the
to

indemnity

an

RDP
the

provide

satisfactory

the Ground Lease.


indemnity to the

of

execution
will

RDP, reasonably

an

both
to
the remediation,

reasonably

satisfactory

City,
to
respect
the Agreements, of
thereon

the improvements

and

Lease.

environmental

Agency and/ or

them, with
of
as described in
Land

the

affecting

matters

5. 8.2

and

arising from

after the execution


No

of

the Ground

5. 8.3

of liability will apply with respect

limitations

to

indemnities. 5.9 Financinq. Any financing secured by the


Ground Lease or Hotel, and any refinancings thereof, will

the

foregoing

be

provided

by

an

the approval of
institutional lender subject to
The
1
9.
5.
Agency and/ or the City.
the
the
which,
at
term " institutional lender" means a person
institutional lender, is a
becomes an
time it
savings and loan
state or federal y chartered savings bank,
company
or
bank
commerci
a
l
trust
association,
union,
credit
case
each
banking
institution ( in
or a foreign
representative (
or
fiduciary
a
in
whether acting individually or
and
company
insurance
an
organized
such as an agency) capacity);
under the laws of the United States or any
existing
state thereof or a foreign insurance company ( in
case whether acting individually or in a fiduciary
each
as
representative ( such
an agency) capacity); an institutional
estate
real
held
publicly
a
as
such
investor
REMIC"
as
that
a
an
trust,
investment
qualifies
entity
amended,
1986,
Code
as
Internal
the
of
under
Revenue
investment entity (in
other public or private

or

or

whether

case

each

brokerage

a
case

acting

whether

or
pension

such

principal

acting

banking
or

as
or

as

or

principal

organization (
in

an

agent); an

employees'

welfare,

agent);

each
a fiduciary

in

agency)

capacity)

benefit,
leasing

institutional
fund; an
retirement
by a
insured
entity
any governmental agency or

or

company;

investment

individually

representative (

as

or

agency

governmental

or

institutional lender only if (at the time it becomes an


institutional lender) it shall ( i) have assets of not less
an

than $
for
inflation
100,000, 000 adjusted
ii)not be an
affiliate of RDP (
being
further
it
none
of
the
standards
set
that
forth
in

and (
agreed
this

definition shall be applicable to participants or co- lenders in


a loan secured by a mortgage which is held by
whether
acting
individually
an
in
institutional
lender
or
fiduciary or representative ( such
an agency)
a
as
The
capacity).
affiliate of an

in

from

institutional
tutional lender

term
insti

subparagraph

this

5.

lender"

includes

an

described

1.5.
9.
9.

a
binding
shall obtain
Lender") in the
institutional lender ( the "

RDP

an

also

as

loan

corruni

tment

one million dollars ($ 31, 000,


of no less than thirty
000) for the construction of the Hotel. A copy of
be delivered to the Agency
the executed loan corrunitment shall

amount

later than sixty ( 60)days after the


Intent.
All
of
of
the
terms
of
said
corruni
tment
conditions
loan
shall

and the City no


of
this Letter
execution

and

be

in

form

and

substance

reasonably

satisfactory

to

9.
the Agency and the City. 5.
3 All lenders
default notices or
shall be required to send copies of all
notices
rel
a
t
i
n
g
to
the
failure
keep
the Loan in
to
other
good standing, which are sent pursuant to a

document or security document to


the Guarantors, to the City and the
loan

or

RDP

4
All
Agency. 5. 9.

lenders shall

the

City

s
the

and
Interest.

City,

the

comply

with

Agency.

estoppel requests of
Purchase
of
Aqency'
The
Agency
or
applicable,
each at

all

reasonable

5. 10

5. 10.1
as

its sole option and each in its sole discretion, may require
Payments
RDP to purchase or make Installment
10. 5 hereinbelow)
5.
defined in subparagraph
Agency' s interest
of the
purchase
ten
purchase
price
of
at
the
Land
return
(
referred
the
requi
r
ed
000)
plus
million dollars ($ 10, 000,
10. 4
5. 10.3 and 5.
to in subparagraphs
time
at
the
Price")
the
"
of
Purchase
hereinbelow) (
each refinancing, which refinancing shall occur on or
of
the
the
to
beginning
prior
twentyfifth ( 25th) years
5th),
( and
fifth
( tenth 10th)

toward
in the

after the

the

Opening

10) years thereafter, to the


Date,and every ten (

extent

refinancing

with the formula set forth in

subparagraphs

10.

5.
3,

5.10.4 and

5.10. 5 hereinbelow. A.
the
City,
as
applicable,
each
or
and
sole
each
its
option
in

The
Agency
at
its

sole

discretion,

RDP
make Instal ment

the
interest
in

purchase

in

Land

the

any

RDP voluntarily refinances


the

that

to

net proceeds

as
6.
5 B
5.
Notwi
t
hstandi
n
g
B.
anything in

in subparagraph

available.

are

time

the Hotel

extent that
defined

require

purchase, or

subparagraph 5. 10. 5
the Agency'
of,

Payments ( defined

hereinbelow) towards

also

may

to

this

subparagraph
5.10. 1
to the
contrary, provided that RDP has not previously purchased the
shall purchase the
Agency' s interest, RDP
interest
s
Agency'
in
and at
the
Land in its entirety
any
Payments
( defined
the full Purchase Price, less
Installment
10.
herei
n
bel
o
w)
previously
subparagraph
5.
5
made by
in

at the end of the


Opening
after
the

RDP,
25th)

year

or
Agency
the
the
at its sole

its

interest

as
applicable, each
and each in
in writing, that
is rescheduling this purchase
City

option

its sole discretion, notifies RDP,


the Agency or the City
of

twenty- fifth (
unless
Date;

as aforesaid to

later

date,

which

upon
later date shall be decided
or the City. In the
solely by the Agency

event the Agency or


purchase

as

the

City

reschedules this

aforesaid, then, in that

event only, there shall be no further subordination


under
in
the
rental
payments
Lessor'
s
the
of
interest
RDP
10.
5.
Ground
the
2
Lease.
Purchase
pay the entire
must
any
upon
the occurrence of (i)
Price
sale of the
Hotel (as hereinafter defined), subject to the provisions
hereinbelow
3
6.
of subparagraph

and

expiration

of

twenty-

12

hereinbelow, or

25) years

subject to the provisions


B hereinabove, whichever

Date
1

Paragraph

five (

occurs

ii)
(

the

the
Opening
10.
of subparagraph 5.
from

Purchase Price if Paid


Years from the Openinq
Ten (
10)
Date. For the ten (10) year period commencing with

3
first. 5.
10.
within

the

Opening

calculated

RDP,

by

as

5,

date

lesser
Installment
that
only

return

on

the

amount

000)
or, as
of
the
any Installment Payments, such
any
after
deducting
500,

of

amount
Payments
each
Instal ment
once
for

provided,
made
however,
Payment
counted
be
shall

and

subparagraph

subparagraph

5. 10.

hereinbelow),

a credit for all

RDP
five

of

purposes

this

fifty-

five million five hundred thousand dollars

of

percent (

55%)of

any

Rent

Incentive

5.10.
and giving

Base

and

paid; PLUS

B.

The

sum
5,

five

of

and

a half million

dollars

500, 000);PLUS

for the

Agency

C.The amount required


to achieve an eight percent ( B%)

Date to
the
date of payment by RDP,calculated
a
return
on
the
amount
as
of
five hundred thousand dollars
four million
000) or, as
4,
500,
date
of
any
the
of
deducting
such
lesser
after
Payments,
amount
Installment
provided,
I
n
st
a
l
m
ent
Payments
made
any

per

average

year

return,

from

the

Opening

that
each Installment
once
for
Payment shall be counted only
purposes of
10. 3 and subparagraph
this subparagraph 5.
hereinbelow), and giving
5. 10. 4
RDP
a credit for all Additional Rent
percent (
and forty-five
paid
of any Incentive Rent paid, provided, however,
45%)

however,

that
any

Incentive

paid

Rent

the

after

amounts

referenced

in

subparagraph

10. 3 A hereinabove have


5.
at one hundred percent 100%);
paid shall be credited
a half
D.The sum of four and
dollars 4, 500,000). 5.
10.

Purchase

PLUS
million

After Ten ( 10)


Date.
Openinq

Price if Paid
Years

For

been

from

the

after ten (10) years have elapsed


from the Opening
Date, the Purchase Price
follows: A. The sum of
as
shall be calculated
10. 3 A,
stated in subparagraphs 5.
the amounts
the

Band

period

The amount
D hereinabove; PLUS B.
achieve
the
Agency
to
required
for
a
ten

percent (

Installment

Payments,

such lesser amount after

Installment

made
any
Payments
however,
that
each
Installment
shall
be
counted
once
for
Payment
only
of
5.
subparagraph
purposes
10. 3 hereinabove
and this subparagraph
5. 10. 4)and
giving RDP a credit for
Rent paid and fortyall Addi tional
45%)
of any Incentive
five
percent (
however,
that
Incentive
Rent
provided,
any
paid,
paid
after
amounts
the
Rent
10. 3 A hereinabove
referenced in subparagraph 5.

deducting
provided,

have
be
10.

Purchase

Installment

at

credited
Payments.

paid

been

Installment

one hundred
Installment

payments

shall

percent

Payments")

100%).
5.

towards

the

Price

can

be

manner

and

made

only

in

the

following

subject to the following conditions: A.


All Installment Payments are non- refundable. B.
All rental

Lease
by RDP
been made
notwithstanding the fact that Installment Payments have
until such time as the Purchase Price has been
of
the
time
paid
in
full. At
Price
of
Purchase
final
the
payment
in full,RDP shall receive a credit
made along with
for Installment Payments

payments

under

the

Ground

shall continue to be due and payable

the

appropriate

paid,
of

each

credit

for

applicable, as
Installment Payment will

as

Purchase

the
order

all

Price

Ground Lease rent

provided

above.

be
in

the

C. Proceeds
to
applied

same

for
listed
amounts stated in subparagraphs

the

as

5.

10. 3 A,
B,C and D.
The
foregoing
D.
subparagraph 5.10. 5
to
applies
C
Installment Payments made within
hereinabove
the
ten (10) years from
Opening
are made
Installment Payments
Date. If
the Opening
from
after ten ( 10)
years
event,
the references
then, in that
Date,

to
are

deemed

subparagraph

3
10.
5.

to

mean

5.10. 4

to

account

for the increased average return from eight


on the four
to ten percent ( 10%)
percent ( 8%)

and

the Land to RDP and the Lessor shall terminate


The
to
RDP
conveyances
to
state
of
facts
a
any

the
Ground Lease.
shall
be
subject

survey may reveal and to permitted exceptions


and
other
matters
described
in
the
Ground
to

which RDP may consent


party shall pay its own
All
transfer
taxes,
title

and other matters

Lease

in

Each

writing.
fees.

attorneys'

recording fees,
survey charges and
other expenses incurred in connection with the
shall
be
purchase
paid by RDP;
provided,
the
however,
that
Lessor
shall
all
pay
taxes
and
if
surtax,
documentary stamp
any,
charges,

payable in connection with


F.

document

Installment

evidencing

purchase.
of

receipt

made

Payments

the

by

any

shall

RDP

be

recorded in the Public Records of Dade County,


Florida, which document shall be subject to
review and approval by the Agency prior to
recordation.
First Offer. In the event
11 Riqht of
5.
Agency shall desire to offer for sale all of its interest
shall
the
Land, RDP
in
have a right to make the first
purchase
to
such interest upon the same terms and
offer
said interest is to be offered
conditions as
to others, except
purchase
price
which
shall
not
be
one
of
the
for the
offer notice. Once the
terms and conditions of the proposed
of offer, RDP shall have
Agency has given RDP a notice
days
thereafter
to
make its offer to purchase
45)
five
(
forty-

the

purchase
or decline to
within
said interest. If
offer
said fortyAgency can
either
accept
period, the
five ( 45) day
RDP' s
offer or proceed to negotiate and sell its interest in the Land
at a higher amount, under terms and
to a third party
said interest

at RDP'
RDP

conditions

which

in
make

the

original

offering price
an

has made

are

offer

no

notice

an offer

to

less favorable than


RDP. If RDP

within that

forty-

those
has

declined

five ( 45)day

contained

to
period, then,

event, for the


one hundred and
next
exceed, in
eighty ( 180) days ( subject to extensions
not
to
of
the expiration
days) after
the aggregate, sixty ( 60)
the aforesaid forty- five ( 45) day period, the Agency can sell to a
third party at any price under terms and conditions which
contained in the original offer
are no less favorable than those
in

that

notice

to

RDP. The

Agency

less
in

and
land

the

Restrictions.
comprising

the

than
Land.

shall

not

sell

its

5. 12

entire

interest
Covenants
of
recorded
against
the

Declaration

Restrictive
covenants shall be
Hotel requiring the Hotel

to

be

operated

exclusively

specified in subparagraph
well as forbidding the future sale

standards
as

5.
13 hereinbelow
as
hotel
rooms

of

condominium
cooperative
units
either i)
(
or (
iii)
units,ii)
(
timeunits;
provided,
however,
RDP
shall
to
be
allowed
share
form a condominium
comprising
2
)
two ( units consisting
of Hamp' s Restaurant and the remainder of
the
Hotel improvements. These restrictive covenants shall also forbid the

separate sale of either the RP Hotel or


the Shorecrest
restrictive covenants shall become effective at the date
of execution of the Ground Lease and shall remain in effect
to
occur of i)
(
the termination
of
until
the
earlier
Plan
regard
to
any
ext
e
nsi
o
n
thereof)
the
without
Redevelopment
the termination of the convention center
or ii)
(
referenced
agreement
Hotel. These

in
Standards. RDP will be

Paragraph
required

to

hereinbelow.

10

5.

13

the Hotel

operate

Qualitv

as

a
first class, upscale convention center hotel, including
high-quality banquet, convention and meeting services and
and
facilities,
multiple
food
beverage outlets, room service, bell

service, laundry

and

and

services,
valet
other services

such

and
are

health

as

provided by comparable upscale

convention center hotels of

consistent

with

the Hotel'

fitness

facility,

generally

repute,
event,
facilities (consistent
national

facilities. In any

physical

of the Hotel operations and


physical facilities as they then exist) will
the
meet the quality standards which have been developed from the system
Plaza Hotels as measured by
in effect for the Crowne
the quality
with

Hotel' s

the " Crowne

Plaza Inspection
and

The

in

the

Grading

System" (

System"). 5
"
Measuring
and the cure

the

.
13.
periods stated
Lessor
higher

pass/ fail scores


Measuring System shall be modified by the
is
so that the required level of quality
than that stated in the Measuring System. The quality
achieved by the Hotel must comply with the new pass/

fail scores and cure periods

by

this

Letter of

set by

the
changes in the Crowne
as applied to the

Lessor. 5.13. 2 Any


Plaza quality standards and the Measuring System

Hotel

standards

future

Intent

must

be

by the Lessor prior to their being


13. 3 The failure to
applicable to the Hotel. 5.
approved

operate

the

Hotel

as

required

under
default
the
if not cured,

above

will

Ground
the

Lessor

constitute

an

event

of

and,

Lease
will be

provision
with appropriate
enforce
entitled
this
to
remedies, including termination and/or cure rights. Notwithstanding the foregoing, Hotel
Operator a
( s defined hereinbelow) will not be required to fund
for the replacement of furni ture and equipment
monies

in

order

obligation to maintain the Hotel consistent with the


physical facilities ( including FF& E) of the Hotel pursuant
RDP' s
to

the

Agreements.
5. 14

subparagraph
also

The

8
7.

be

provisions
hereinbelow

entitled

Management

of
shall

Personnel

incorporated

in
Condominium Provisions.

the
Ground Lease. 5.
15
Lease shall
contain
provisions
under
Section
718. 401,
Florida

The Ground

the

required

Statutes (
the

1995)

to

leasehold to

5.16

and

condominuum regime.
such parties. The

submit
Agreements

customary
AGENCY

will

include

provisions other provisions mutually satisfactory to the 6.

APPROVAL
RIGHTS:

will
provide
following
the
the
Agency:
6.
1
Plans.
approval
6. 1. 1 The Agreements will include plans
construction
and specifications ( the "Plans") for the
of the Hotel,
and
budget
which
have
prebudget
development
will
construction
a
and
by
the
Agency
RDP
jointly
as
part
approved
been
negotiation
of the Agreements.
of the
The

Agreements

rights

for

include all of RDP' s and


(
fees,
r
e
i
m
b
u
r
s
a
b
l
e
s
,
payments
to
affiliates
and
development
affiliates')
items
requested
by
Agency.
The
other
the
Agreements will
reasonably
such
include a timetable for submission and approval of final
The

budgets

will

its

provide
to
plans. RDP will
the Agency a
schedule prior to the start
critical- path
Agency will have the
1. 2 The
of construction. 6.
additions and alterations
right to approve
changes,
contained
material
to
the
such
final
extent
the
plans
in
the
by
final plans deviate from what was contemplated
approved Plans. Any objections
by the Agency to material
changes, additions and alterations will be reasonable and specific, and, at
include
alternate
may
Agency' s
the
option,
choices which would not result in extra cost as compared

to the original cost without said changes, additions


alterations. Notwi thstanding the Agency' s approval of any
changes
thereto,
RDP
specifications
or
and
plans
with
required
to
be
all
comply
will
applicable laws with respect to the design,
and

construction
and

operation

6.1.
3
will

cover

not

the

The
of

areas

Agency'

interior

design

s
and

approval

decor

rights

except

extent

reflected in Finish Schedules contained


the
approved
in
Preliminary Plans. The Agency will have
right
to
the
inspect the Hotel during construction and to
cost
have an on- site representative at its sole
to

and expense. RDP will


of the Hotel until any
final plans has been obtained

commence construction on any portion


required approval of applicable

not

6.1.
The
4
capacity,
approved
the
has
Agency,
preliminary plans and specifications for the RP Hotel and the
Shorecrest Hotel which were approved by the joint
Preservation
and Historic
Boards
Design Review
in
December 3, 1996. The Agency, in its proprietary
from

in

capaci

ty, has

the

Agency.

the

its proprietary

RP

also

approved

the

the

preliminary

estimated

budgets

for

and

Hotel

as

in

Paragraph 2
hereinabove. 6.2 Financial Statements. RDP shall not be required
i)
to
provide the Agency with any financial statements so long as
the Base Rent under the Ground Lease is
fully paid, (
ii) the Additional Rent under the Ground Lease is fully paid;
Shorecrest

Hotel

the
Ground Lease is
under
iii) the Incentive Rent
Ground
the
due; and (iv)
was
all
other
default. In
in

described

fully paid if any


Lease is not otherwise

circumstances,
RDP
and
annual
will
unaudited
audited
financial statements for the Hotel and the Agency will
an
information
be
copy of
provided annually with
deliver

a projected
year. Notwi thstanding
Agency
the

to

the

Agency

monthly

income statement reflecting the


anything to the contrary,
be
provided
gross revenues ( which

will

budget

for

in

annually

the

upcoming

all cases
with

will contain, without limitation,


of
an
annual
information)
occupancy and
average
and
daily rate
reserve
expendi
E
of FF&
tures and
statement

a statement

prepared
repair and maintenance expenditures. All financial statements will be
System
of
Accounts
the
Uniform
with
in accordance
All
financial
statements
and books
Revised
Edition) (" USAH").
for
Hotels ( 8th
Hotel
the
operation
of
the
relating
to
account
of

and/ or determination of rent will be available


and
its
examination.
The
and
audit
Agency
and upon reasonable
normal business hours
have, during
shall
representatives

for

notice, access to inspect ( but not photocopy) the books


RDP and Hotel Operator pertaining to the operation of
of
Hotel, which books and records shall be kept at the Hotel.
the
The Agency shall have the right to cause an audit by
be made
of such books and records to
any recognized accounting firm
advance
and

records

not more frequently than one (1) time


time (but
at any
the Agency' s expense
in any twelve (12) month period), at
Such
a copy of which shall be delivered to RDP).
right

to

inspection

such books
and
lease year
to which
the end of the
records relate, and RDP and Hotel Operator shall maintain all
such books and records for at least such period of time and,
if any dispute between the parties has ari'sen and remains
unresolved at the expiration of such period of time, for such
further period of time until the resolution of such dispute.
after

the

challenge any expenditure


which represents an overhead
properly
cost
properly chargeable to the management company' s home
the
and
affiliates
of
subsidiaries
office (
including
In
incurred.
or
costs
fraudulently
any
management company),
The

that

Agency will
is

have

to

right

calculated,

not

event the Agency' s audit shows that the Agency' s share of


percent
Incentive Rent has been understated by three (
3%)
or
more, then RDP will pay to the Agency the reasonable cost
of such audit in addition to any deficiency payment

the

Sale

required. 6. 3

Hotel.
the
Defined. A "sale" under

of

Sale
shall be

3. 1

6.
this

subparagraph

6.
3

mean any transfer by operation of law


or more
or otherwise by RDP of a fifty percent 50%)
or
the
Ground
Lease
in
any transfer
or
the
Hotel
interest
or otherwise by any of the Class
by operation of law
RDP
or any other members of
A members, Class B members
of

deemed

to

percent ( 50%)

fifty

more of the interests, in the aggregate, in RDP.


The Hotel and/ or RDP' s interest in the
be sold to a nonGround Lease may not
time within five (5)years
African- American buyer
at any
5)
year period, RDP may
after the Opening Date. After such five (
sell the Hotel and/ or its interest in the
or

6.
3.2

Ground

Lease

to

non-

African-

that the

entire

and/or its
to

the

buyer

provided

the Land
in
3
3.
by RDP. 6.
hereinbelow, RDP may sell the
in the Ground Lease
interest

interest

has been previously or is simultaneously


Subject to Paragraph 12
Hotel

American

Agency'

purchased

an

Agency, without RDP

Africanpurchasing

American

buyer,

the Agency'

approved

by
s

interest
in

Transfer Not A
constitute
a
not
shall
events
Sale. The following
sale under subparagraph 6. 3 hereinabove: A. A transfer
of the Class A
of any of the interests
Members, Class B Members or other members of RDP
their
interests in RDP to any
of
the

Land. 6. 3. 4

other

Class

When

Member,

Class

Member

or

other

member

with

B.

majority interest is
existing principal of RDP.

to which

regard

controlled

by

an

transfer

of

the

foreclosure

in
deed
leasehold.

C.

D.

sale

by

leasehold

the

leasehold

to

purchaser

at

sale.

lieu

of

foreclosure

of

lender who acquires title to


a
foreclosure
sale

at

the

the
and

subsequently sells the leasehold to a bona


fide purchaser for value;
provided however,
in
restriction
the
subparagraph
remain
5
hereinbelow shall 6.
3.
subsequent sale.
to
this
applicable
Rest
r
i
c
t
i
o
n
5
on
3.
Additional

Sale. Notwithstanding
or

RDP'

the
s

provisions

interest

of subparagraph

3. 4
6.

in

Ground

6.

hereinabove,

may

not
Lease
Hotel
be sold in whole or in part
under any circumstances to a
foreign government or
or indirectly, thereby without
entity
controlled,
or
thereof
directly
an
instrumentality

the

the

the

approval
the Agency, in the Agency'
6 The entire contents of
3.
6.
for
a
material
inducement
hereinabove
are
6.3
of

sole

this subparagraph
the City

discretion.

and

this
to enter into
3.
Notwithstanding
6.
7
with
RDP.
the
Agreements
Letter of Intent and
anything to the contrary, RDP may not sell
the Hotel and/ or its interest

the Agency

in the
hotel room condominium units,
3.8

to

Subject

Ground Lease

by

selling

individual
units. 6.

units or time- share

only

the

of Hamp' s
Agency' s approval. 6.

sale

co perative

Restaurant

11. 4,the
be subject to the
Manaqement Companv. The Agency

of
provisions
will not

New

subparagraph

right to approve a new hotel operator ( including


the
percent or
the sale or transfer of a fifty ( 50%)

will

have

current Hotel Operator) if the new


not a permitted operator" which
is
hotel
is not
operator which i)
hotel
defined
a
as
is
or
government
a
foreign
by
i
n
di
r
ectl
y
,
directly
instrumentality
or
controlled,
thereof
or an entity controlled, directly or indirectly, thereby; ( ii)
greater

interest

in

the

operator

has

been

three (3)
first- class
year period at least
5)
iii)
has
marketing
oper
a
t
i
o
n
under a
hotels;
and
a national
has
marketing
operation
under
hotel chain which
a national
The
Agency
hotel flag.
a national
shall
receive ninety
days prior writ en notice regarding a change to any
90)

new
hotel operator. If the Agency does not approve the
shall
not
enter
into
a
in
that
event,
RDP
then,
operator,
new hotel operator. The
new hotel operator
contract
with that
shall also be subject to the radius restriction
in subparagraph 7.7 hereinbelow. At all times, the
contained
have only
one 1) hotel
operator; i.
e.,
Hotel
shall
the RP Hotel and the Shorecrest Hotel shall be
new
hotel

managed by the
The Agency

have

the

5 Riqht to Cure.
same hotel operator. 6.
cure
defaul
ts
right to

will
RDP under
by
the Agreements and such

any
other

the

mortgage,
agreements

as

Hotel

the

Management

parties

Agreement,
may

agree
upon, and all
agreements

such

Pursuant
AGREEMENT:
Hotel will
Operator") as

provide. 7. HOTEL MANAGEMENT


a management agreement ( the " Hotel Management Agreement" ), the
be operated by Hospi
tali ty Partners Hotel
first class, upscale convention property in the

will

so

to

Crowne
Plaza

provisions:

7.

accordance
chain
in
Hotels
will
The
Hotel
part of the Crowne

Manaqement.

with
be

the following
by
managed

Plaza Hotels chain


Hotel Operator as
set forth
in accordance with the standards
in the Ground Lease, Hotel Management Agreement and Agreements. Hotel Operator
will have exclusive authority to operate

the
the

account of RDP.

Hotel

in the

2
7.

Subordination. All

name

management

and for
fees

the
to
are subordinate
payment of all
rents due under the Ground Lease. 7.3 Pre- Openinq
provide
required
services to
Services. Hotel Operator will
among
including
for
opening,
Hotel
the
to prepare
other things, (
RDP
and
recruiting, training
employing ( in the
i)
opening
preRDP) Hotel staff; (ii)
of
name
stores,
contracts
negotiating
marketing and advertising; (iii)
for
leases, supplies and similar items; iv)
concessions,
(
assistance

in

and
and permits;
4
7.
initial operating supplies.
Date
(
from the Opening
of pre-Opening Services prior to this date)

obtaining
purchasing
in
assistance
v)
years
Five ( 5)
Term.
with
with

appropriate
subsequent

necessary

commencement
5) year
five (

days
sixty 60)
(

notice

renewal

licenses

periods

unless

canceled

upon

prior to the

end

of

any five (

if ( i) the Agency' s entire


canceled, without Agency approval,
interest in the Land with agreed upon return is not purchased
5.
10
hereinabove
or (
in full pursuant to subparagraph
Lease is
ii)
the Ground
in default. Notwithstanding
the

foregoing, RDP

or

as

the Hotel Management Agreement for cause


otherwise be provided in the Hotel

may
may

cancel

7. 5 Operatinq Deficits. As long


Management Agreement.
Hotel
Management
Agreement
is
the
in effect, the Hotel
as

will fund
an aggregate amount

Operator
up

to

operating deficits ( defined hereinbelow) of

Hotel

million

dollars ($1, 000,


Operating
"
Deficits"
is defined
accordance
with
in
USAH) from
operation
of
the

one

of

the

5. 1
000). 7.
Hotel

as

all
the
the

less

Hotel

Revenue (

sources
normal

operating

rents due
far

Hotel

calculated
from
expenses ( excluding

under

as

the

depreciation), debt

Lease

Ground

such

deductions

in

are

service

Hotel Operator

will

fund

to

all

in excess

2
5.
7.

Revenue.

and

of

so

The
cover

amount

of
that
the

year is a
operating deficits in anyone ( 1)
two hundred thousand dollars ($
maximum of
200, 000).
funded
by
the
Hotel
3 Any
5.
7.
amounts
Operator under this subparagraph 7.5 hereinabove will be repaid by RDP

with

interest
the

next

at

ten (
10%)
percent from

available

payment

the

net

of
the Ground

cash flow from


the
of

all

Hotel after
rents
due
E
FF&
6
the

Lease. 7.
be
required
RDP
will
Reserve.
establish a reserve
to
and
equipment
to
r
e
pl
a
cement
and
additions
initially funded at
furniture
for
the
first fiscal year,
Hotel
Revenue
of
three ( 3%)
in
percent
percent in the second fiscal year and
increasing to four ( 4%)
and
fiscal
year
the
percent
five ( 5%)
third
in

under

each
E Reserve will
thereafter. The FF&
fiscal year
such
funds shall
and
held in a segregated account
be
as
aforesaid.
and
additions
replacements
be used only for
the
prior
Restriction.
Radius
7
consent of
without
7.

hotel of
a
Operator will not operate
more
comparable
quality consisting of six hundred ( 600) or
thousand ( 40,
forty
000) or more
and
rooms

the

Agency,

Hotel

area comprised of
square feet of meeting space within the
to and including the
Dade County, Florida, north
provided, however, for ten (
City of Fort Lauderdale, Florida ( the Territory");

10)
the

from the
in
Agreements,

years

definitive

of execution of
date
to the restriction indicated above,

addition

the

restriction

Florida.

Biscayne,

exclude certain
the

upon

This

radius restriction will terminate or


as described below,
as applicable,

properties

occurrence

of

of

any

if Hotel Operator

i)

entity already owning

an

the

following
purchases

two (

events:

or

2)or

is

purchased by

more

hotels

as part

Chain"), then, in
that
event,
chain (
a
Hotel
"
a
this radius restriction shall not be applicable to any
hotels comprising a portion of the Hotel Chain at the time
Hotel Operator is acquired or acquires the Hotel
of

Chain;

ii)
the

Hotel, including

the

purchase of the Agency' s interest in


RDP;
land and
improvements, by

the

iii) the

and
Plan

without

regard

termination

any

to

of
the
extension

Redevelopment

7.
8 Manaqement Personnel.
thereof).
At all
percent of the management personnel of
times, twenty- five (25%)
percent of the supervisory
the
(
Hotel and twenty- five 25%)
staff

of

the Hotel
be

Operator
Management

must

of
African- American origin. 7.9 The Hotel
not have the right to terminate the Hotel
under
in the event of a default by RDP

shall

Agreement

so long as the Agency, Lender


party
assumes RDP' s current obligations. However,
other
and/ or
Agency
the
the Lender can terminate the
Hotel Management Agreement at no cost and without liability in the event

the

Ground

Lease

the

or

default

of a

the
Lease

by

for

be
be changed

referred

approval

of

affiliation

under

and/

the

AGREEMENT:

FRANCHISE
into

RDP

Ground

or
enter

Agreements

third

or

Agreements.

9.
1 Franchise
with Holiday

Franchise Affiliation"
Crowne

Plaza

8.INTENTIONALLY
Affil ation.

OMITTED.

RDP

Inn' s

9.

shall

Franchising, Inc.

Plaza") which shall also


Resort ("Crowne
Hotel
flag." This affiliation cannot
the
"
as
by RDP without the written
terminated

to

or
the Agency;
for cause; provided

however, RDP may cancel


the selection of any

provided,
further, however;

this

shall be subject to the approval


franchisor
2
Radius
9.
Agency.
Restriction. without the prior
of
consent of the Agency, Crowne Plaza will not own,
to any hotel
operate or grant an additional franchise
forty
and
more
or
600)
of
consisting
rooms
hundred
six
space
meeting
feet
or
more
000)
40,
square
of
thousand (

new

the

within

the

area

comprised

of

Dade

County,

Florida, north

10) years from the date of execution of the


Agreements, in addition to the restriction indicated
definitive
above, the restriction shall include a full service hotel of
more
rooms
three
hundred (
300) or
and the Territory
2 shall be
comprised
this subparagraph 9.
under
Bay
excluding
of Dade County, Florida east of Biscayne
Florida.
This
radius
restriction
will
Biscayne,
Key
below,
certain
properties
or
exclude
as
described
terminate
ten (

applicable,

as

upon

occurrence

the

of

the following events:

of

is purchased by

any

if Crowne
i)
Plaza purchases

an

entity

already

owning

two (

or

or
2)

more

a
chain ( a Hotel
"
Chain"),then,
as
part of
hotels
event,
this
restri
c
ti
o
n
not
in
that
radius
shall
any
hotels
comprising
a
portion
of
the
Hotel
appl
i
c
abl
e
to
be
Chain at the time Crowne Plaza is acquired

or
Agency'

the
purchase of
the Hotel Chain; ii)
in
the
interest
Hotel, including the
s

land
termination

the

acquires

and

of

regard

to

the
RDP;
improvements, by
iii)
the Redevelopment Plan without

any

extension

to
thereof); iv)

the extent
franchising any properties in the
of
this Letter of

operating or

Crowne Plaza is
date
of
the
as
Territory
Intent, such properties shall be
this

from

or

restriction; and v)
replacements

radius

substitutions of

excluded

any

properties

3
within the
Territory. 9.
located
Standard. The quality standards stated in

presently

Qualitv
5.

subparagraph

are incorporated by reference in this Paragraph 9.


have the right to terminate the
under
the event of a default by RDP

13 hereinabove

9.
4 Crowne Plaza shall not
Franchise Agreement

in

Agreements so
long
the
as
or
assumes
RDP' s
party
or
other
third
the
lender
current obligations. However, the Agency and/ or the lender can
terminate the Franchise Agreement at no cost and without liability to the Agency
or the Lender in the event of
the

Ground

Lease

Agency,

a
by

RDP

under

default

the

Ground

Lease and/
enter

into

or

an

the Agreements. 10.


agreement with the

RDP will
City pursuant to which the improvements pertaining

CONVENTION

CENTER:

to

will be operated exclusively as a hotel, with


and

rooms

will

be

made

available

to

support

the

Hotel

appropriate

Convention

amenities,

Center

events

according

fifty (

for up to a maximum of
fourteen (
month. The Hotel may release any blocked
contract
has
not
been received by the

per day

350) rooms

every

of

14) days

out
rooms
for
which
a
Miami
Greater

advance
blocked

for

two ( 2)
in
years
Bureau
Thus,
for
example,
the
rooms
month.
of December 2000 would have a

Convention & Visitors

of

the

particular
month

date of December 1, 1998. The Hotel will participate


wide meetings on a
bidding for lodging for city
competitive basis. The agreement will also provide for joint marketing
arrangements between the Hotel and the City and for the designation of the
services to
Hotel as a primary supplier of hotel
support the Convention Center. The agreement will further provide that the
Hotel
will be operated exclusively as a hotel during term
of the
release

in

sale
rooms
of hotel
as forbidding the future
units or (
iii) timeunits, (ii)
cooperative
either ( i)condominium
the agreement shall be twentyshare units. The term of
the
Opening Date; provided however, the
years
from
five 25)
(
i)
terminate
upon the earlier to occur of (
agreement
shall
agreement

as

well

as

without
regard to any extensions thereof)
Plan (
the termination of the Redevelopment
or ii)
(the City' s failure to maintain the Convention Center
at its present location in at least its present size with
change in its condition or no plans for an
no material adverse
if
there
renovat
i
o
n
imminent
exists

One

Hotel

11. SHORECREST HOTEL: 11. 1


material change in its condition.
the RP
Flaq. Both
Operator and One
and the Shorecrest Hotel shall, without interruption, be operated by

the

same

Shorecrest
Agreement

Operator and under


the same Hotel
Aqreement.
Center
Hotel
flag.11. 2 Convention
LC shall enter into a Convention Center

as
for

as

described

the

in Paragraph 10 hereinabove
purpose
of

part

of

that

including

the

agreement.

Shorecrest
11. 3

Hotel

Plaza, L.
P.
the
1996
and
Supersedinq
9,
Aqreement
1996 Aqreement (" Constructa Aqreement"). The Constructa Agreement
Prior May 29,
regarding the property just south of the Shorecrest Hotel shall be
with the ownership and operation of the Hotel as

RDP

and Jefferson

Executed

on

October

consistent

outlined

in

required

by

Agreement

are
to

the
recorded
be

this

Agency.

the

Letter

The

be

and
as
Intent
of
otherwise
following matters relating to the Constructa

included

in

resulting access easement to


Public Records
the
in

of Dade

County,

11.

3. 1

term
Constructa

Agreement

The
service"
shall mean
room
"

Florida:

food

rooms

11. 3. 2
used

dry

cleaning

in
services provided
chargeable

Hotel

The

laundry

term "

the
to

Constructa
Agreement shall
guests on

basis. 11. 3.
3

services"

as

mean

RDP

and

the
right
to
limit
access
to Hotel services and amenities by Constructa condominium
unit
during
such
times
when
Hotel
occupancy
is at
such
owners
that,
level
in
the
sole
of
RDP
a
judgment
or the Hotel Operator, additional demand for Hotel
services by Constructa condominium unit owners will compromise the
quality of services rendered to Hotel guests and/ or
the

reserve

Operator

violate
any
existing
laws
or
11.
3.
Constructa
unit
owners
must
ordinances.
4
condominium
present identification cards any time they desire to use

the Hotel services and amenities and they


otherwise comply with all security and use

must

requirements established by RDP and/ or


Hotel
Operator. 11.
3.
5
Constructa
The
or
condominium association
the developer of the Constructa
condominium shall pay all association fees, assessments, expenses and costs of

the

any

kind

related

to

it leases or purchases
located
that is
property. 11.4 Hamp' s Jazz Club
RDP Shorecrest Hotel Limited
and Restaurant (" Hamp' s").
enter into a lease agreement or
purchase agreement with
Company
shall
of
1)
one (
Hamp' s Entertainment, LLC,
whose owners is Lionel Hampton, to lease or purchase approximately
twelve thousand ( 12,000) square feet of retail

on

any
RDP

space

space

operation

of

in

Hamp' s
conditions:

the

Shorecrest Hotel for the


the following terms and

under

11.

4. 1

Commencement.

Hamp'

s shall open for business within one hundred twenty ( 120)


Date.
11 . 4
.
days of the Opening
Lease
2
shall
Execution. The lease agreement or purchase agreement with Hamp' s
be

executed

no

later

than

the

earlier

of

120) days after


one hundred twenty (
i)
the date of execution of this Letter of
execution of the
the date of
Intent; or ii)
11. 4. 3 Substitution for Hamp' s. RDP
Agreements.

type restaurant
may substitute another comparable destination
one
subject
s,
to approval by the Agency, within
twenty ( 120) days of execution of
hundred

for

Hamp'

this

Letter

A.

If

RDP

assigns

contracts (

Shorecrest

ground
City,
Agency

its

of

Contracts")

land

and

the
Ci ty,
as
the transactions
as
the Buyer.

or

Contracts

interest
to

the

in

its

purchase

the

Shorecrest

Hotel

the Agency or
in that
event,

to

applicable,
contemplated

the

the

shall
in the

not
assign its interest in the
aforesaid, then,
in that event,
RDP
shall consummate the transactions contemplated in
the Contracts and subsequently sell the Property
as
to the Agency or the City,
applicable.

If

RDP

does

Contracts

C.

all

lease ( the " Property")


as
applicable, then,

consummate

B.

the "
Hotel

as

The Agency or the City, as applicable,


shall take
title to the Property no later than at the time of

execution of the definitive Agreements.


D.

The total funding obligation of the Agency ( the


for the acquisition
Shorecrest Purchase Price")
of the Property shall be four million five hundred
4,500, 000) and
thousand dollars ($
costs
and expenses
in
RDP
shall
pay
all
Property
with
the
of
the
acquisition
connection
exceed
the
that

Shorecrest

Purchase

of

the

the real estate closing for


of the Property, RDP shall provide
the acquisition
the balance owing after deducting the Agency'
s funding obligation for the acquisition
Price. E.At

After
the
Property. F.
acquisition of the
City, as applicable,
or
the
Property by the Agency
in the event the present negotiations between

Agency and RDP involving this Letter of


Intent and the subsequent definitive Agreements
permanent basis, then, in that
a
terminate on
in
an agreement to be
event, as further defined
City and RDP, the Agency
among the Agency, the
negotiated
the

option
City, as applicable, shall, at the
it
the
monies
to
RDP
i)
pay
of
RDP, either
in
of
the
Property
for
the
purchase
funded
Price
the
Shorecrest
excess of
and
Purchase
transfer the Property to
the
Property; or (
keep
ii)
or

RDP

the

in exchange

the

for

City, as

payment

by

RDP

to

the Agency
the

or

applicable, of

Shorecrest

Purchase

12.
AFRICAN- AMERICAN

with ( i)
OWNERSHIP: Consistent
the Agency' s and the City' s decision to
a substantial commitment to provide the African- American
and (
community with a significant opportunity in the hospitality industry
Request for
Proposals issued by the
ii)the intent of the
make

Agency,
times during
fol ows:

Hotel ( i.
both
hotels) shall
of the
e.,
the life of the Agreements be as

A.During
after the
the Hotel
owned

the

shall

Opening

the

fifty

be over
African-

Americans

pursuant

to

percent ( 50%)
V of

Proposals issued

shall be
owned by African-Americans if
50%)

over

Hotel

interest

Section

B.
Thereafter, the

Agency.

the
of

all

first
year
period
five ( 5)
Date, the beneficial ownership of

by
the Request for

by

at

ownership

Land

with

in the
been purchased in
subparagraph 5. 10 hereinabove;
to

agreed

beneficial

fifty

ownership

percent (

the

Agency' s entire
return has not
full
pursuant

upon

provided however, if the Agency'


Land
with agreed upon return
interest in the
purchased in full
as aforesaid, then, in
been
has
shall
event,
there
be no requirement
that
American
ownership
Africanfor

of

any portion of the Hotel. C. The new amount to which


payments
in
the
rental
interest
the
Agency' s
subordinate
Lease
shall
the
under
be
Ground
ownership as aforesaid in
after any transfer of
12
this
Paragraph
shall never exceed the balance
on the original first ten

million dollar
principal

all

payments

10,
000, 000) subordinated amount
by
Lender
received

after
up

deducting
to

the
time

of transfer of

ownership

as

aforesaid

Notwithstanding anything contained in this


12. D.
this Paragraph
Paragraph 12 to the contrary, the Agency' s entire interest
the agreed upon
in the Land with
purchased
must
in full pursuant to
be
return

in

subparagraph
twenty-

5. 10

hereinabove

at

the

expiration

of

Date
by
years from the Opening
the
If
the then owner of the Hotel. E.
by
invalid
are
declared
this Paragraph 12
provisions of

five ( 25)

that
jurisdiction,
then, in
competent
of
event, the remaining provisions of this Letter of
Intent are intended to be severable from these provisions and will
and
this
invalidity
such
by
be
unaffected
to
is
of
be
Intent
Letter
a

court

interpreted

as

12.

Paragraph 13
of Intent is
as

for

except

and

and
non-

in

provided

provisions of
15. 13,this Letter

the
subparagraph

binding
subparagraph

The parties to this


necessity,
of
that
RDP will,
Intent
acknowledge
of
pocket
costs
for
significant
out- ofincur
and services
professional architectural design, engineering and other technical advice
13. DESIGN DEVELOPMENT EXPENSE REIMBURSEMENT:
15. 7.

Letter

connection with the


and permitting of the Hotel ("
design, construction
the Agreements. In consideration
Design Costs") prior to the execution of
of the foregoing, and in order to insure
consummation of the transactions contemplated hereby, RDP and the Agency
timely
the

in

have

agreed

that
be

will

subject

to

such

costs
as

reimbursement

A.If

follows:

RDP

has

date of
not, within sixty ( 60) days from the
of Intent,
Letter
this
of
execution
consistent
with
financial
commitments
binding
into
entered
this

Letter

Intent

of

the
5. 9

first

mortgage

financing

as

obtain
to
contemplated by subparagraph

shall bear all Design Costs incurred by it.


of the
by the date of execution
If,
B.
have
Agency
does
the
RDP
or
Agreements,
either
not
definitive
RDP

hereinabove,

available
its
and
ready
that
in
then,
equity,

share

of

the

funding

debt

or

event (i)
if RDP has
for
responsible
be
as aforesaid, it shall
not complied
b)
Cost;
and
(
Design
the
one hundred percent ( 100%)
of
complied
as
if the Agency has not

aforesaid, it

responsible for one hundred percent ( 100%)of the Qualified Design


not in
If the Agreements are
Costs. C.
final form
acceptable to the parties for execution
by October 15, 1997, for any reason whatsoever, including
to
RDP
Agency
and
the
both
of
inability
the
shall
RDP
commitments,
and
equity
respective
debt
meet their

be

bear one
and the

by force
party

half of

Agency

the

Qualified

Design

Costs

shall

for one
15,1997, reimburse RDP
D.
All
time periods
half of the Qualified Design Costs.
be
shall
stated in this Paragraph 13
extended for
caused
is
delay
the period of delay if said

than

later

no

to

shall

November

filed by third persons not a


lawsuits
Intent. The term "
Costs" shall mean Design Costs in an amount not

majeure or

this

Letter

Qualified Design

of

to

exceed

prior

to June

by

RDP
Hotel

6,1996 and shall not include any monies spent


towards deposits under the Shorecrest

Contracts. 14. PERMIT

AND

Agency

EXPEDITED

agrees
all permits,

and

from

the

City

FEES

PROCESSING: 14.1 Permit Fees. The


any
for
payment
assume
responsibility
to
obtained
be
hereafter, required
now or
to
hereby

for

the

the
limitation,

of

construction

without
include,
Hotel
which
the
building permit applications, inspection, certification, impact and connection fees that
its
by
levy
may
through
or
City

limitation, water and sewer fees)


Works Department ( including, without
Public
B
Exhibit
on
listed
and those fees
attached hereto and made a
and in the
herein
set
fully
if
hereof as
part
forth

City

of

Miami

Beach

Building

Schedule, as amended
Ordinance Number 92- 2796, or

through

Department Fee
September

16, 1992

the most current edition


fee
which
City,
the
schedule is hereby incorporated
by
this
part
made
and
of
a

by

adopted
by

reference

The
Agreement.
said
payment of
for
responsible
remain
fees
shall
changes in price structure
all modifications or

Agency
notwithstanding any and

as imposed by the City. The Agency will cooperate with RDP


in an effort to persuade Metropolitan Dade County to waive its
fees relating to the Hotel but does not assume
refuses
County
responsibility for those fees in the event Metropolitan Dade
or all such waivers. To the extent
to grant

any
does not waive its water
Dade County
that
pay
will
the
fee subject
Agency
fee,
twentya
over
by RDP
that

Metropolitan

and

sewer

impact

being

reimbursed

to

eight
at
term
Processinq.
Expedi
t
ed
per annum interest. 14.
2
percent (8%)
expedited
for
The City shall make reasonable efforts to provide

five

25)
(

year

handling of all permit


requests

hearings relating to the


Disputes. Any controversy
1
15. GENERAL: 15.
construction of the Hotel.
of
the
arising out of any

and/

or review

board

or claim
shall be decided
Agreements ( or the breach thereof)
claims specifically
by litigation except for controversies or
relating to development or construction matters and arising during
shall be
the development of the Hotel (" Construction Claims"). Construction Claims
tration regime to be
expedited binding arbi
settled by an
which
negotiated by the Agency and RDP,
will include, among other things, the

a
qualified
of
alternative
qualified arbitrator prior
an

appointment
arbitrator

to

execution

and
of

the

Agreements.

15. 2

Liability.

Subject

to

subparagraph

5.

8.
3

liability
acceptable to the

City'

as
thereunder,
mutually
applicable,
same
with
the
providing for
parties,

but no punitive damages; provided however,


the Agency and the City, together and in the
shall not exceed two
the liability of RDP,

reasonable damages,
the

liability

aggregate,

of

and

000, 000)
2,

million dollars ($

under

all the

Agreements,
3
Definitive
the
aggregate. 15.
the
by
RDP,
Intent
Letter
approval
Aqreements. Upon
of
of
of the terms hereof by the appropriate Agency and City
execution
the
and
bodies
of this Letter of Intent by
Agency' s
City officials, the
appropriate Agency and
the

in

execution

this

will draft the Agreements


counsel
than the
other
Hotel Management Agreement, agreements to which the Agency or City is not
as the parties may
agree).
a party and other agreements
among other
contain,
The
will
Agreements
things, representations, warranties, condi tions, covenants
and indemnities and
to
subject
the
like typical in similar transactions,
the terms hereof. Furthermore, the parties to this Letter of Intent
the structure of
recognize that due to the complexity of
have been
issues
all of the major legal
these

transactions, not

of Intent. The
by this Letter
consummation of the transactions contemplated hereby is conditioned upon
the negotiation and execution
of the Agreements with
conditions mutually acceptable to RDP, the Agency and the
terms, provisions and
City as well as the obtaining of all necessary
financing and the satisfaction of the parties with all other
desirable
or
necessary
and
with
agreements
matters
shall
hereby.
The
transactions
to
parties
contemplated
the
respect
laws,
all
r
e
gul
a
tions and
comply
statutes,
applicable
with
and performance by the Agency, the City and RDP under this
requirements
Agreements shall be subject thereto.
Letter of Intent and the
by
The following is a list of the Agreements contemplated
this Letter of Intent (said list is not meant to be
inclusive of all required agreements and additional agreements will be
executed by the parties to this
covered

Letter

of

Intent

as

required): LIST

OF

AGREEMENTS

A. GROUND

B.

UNITY

OF

TITLE

AGREEMENT

HOTEL
C.

MANAGEMENT

AGRE MENT
MANAGEMENT

ASSET
D.
AGREEMENT E.

FRANCHISE

AGREEMENT

LEASE

AGRE MENT

CONSTRUCTA
F.
HOTEL DEVELOPMENT AGREEMENT
G.

PERSONAL

H.
IRREVOCABLE AND UNCONDITIONAL

GUARANTE S

CONVENTION
I.

CENTER

AGREEMENT

ATTORNMENT
J.

AGREEMENT
K.
RETAIL

SALE

OF

L.

BILL

M.

DECLARATION

N.

GARAGE EASEMENT AGREEMENT


TITLE COMPANY RECORDING LETTER

O.

DIRECTION (

RP

COMPANY

TITLE

P.

OF

DIRECTION (

COVENANTS

RESTRICTIONS

AND

OF

HOTEL)
LETTER

RECORDING

SHORECREST

OF

HOTEL)

Cross- Default. All of the Agreements to


15. 4
this Letter of Intent are parties
to
parties
which
triggered
by a default under
will contain cross-default provisions
the

any

of
by Aqency. In
5 Assiqnment
the Agreements. 15.
Agency ceases to exist, the Agreements will
the
that the rights granted to the Agency will inure to the
City and the City will be bound to

event

the

provide

the

benefit of

Termination.
15. 6
therein.
obligations
the
perform
party
either
by
Letter of Intent may be terminated

This
if the Agreements

this

7
15.

1997.

13
intend to
Intent
Letter of

Paragraph

13

hereinabove

October
Except for

been executed by

not

have

31,

and subparagraph 15.

Non-

bindinq.

which the parties to


hereinbelow
no
be binding, (i)

other
to
obligation
binding
legally
any
the
as
such
until
Intent
time
party under this Letter of
ii)no
all parties thereto; and (
by
executed
are
Agreements

shall

party

party

any liability whatsoever under this Letter


perform
to
other
any
party for failure
decides
party
any
of
this Letter
Intent, if

will

Intent

accordance
terminate

to
with
this

any

have

have

Letter

of

to this

of
in
to

Letter

of

Intent

or

for

other reason related


Amendments. This Letter of Intent

any

8
Intent. 15.

may

by

a written agreement executed


be amended only by
Agency.
the
RDP
of
and
both

Letter of Intent, the


and
performance, shall
and their interpretation,
Agreements
State
the
of
of Florida,
be governed by the laws
without regard to principles of conflict of
remedial,
and
substantive
both
of this
out
litigation arising
laws. The venue for any
Eleventh
the
be
Agreements shall
Intent or the
Letter of
the
court,
in
if
state
Circuit, Dade County, Florida,
Judicial
S.
U.

15.9

Governinq

Law and

District Court,
in

federal

court,

and

Venue.

This

validity

Southern District of Florida, if

Dade

County, Florida,

for

expedited

arbitration. 15.

10 prevailinq

Prevailing Wage

Ordinance,

Miami Beach

27. 15.

of
shall

always

11

" Approval"

Code,

or

Section

"Consent".

The

approval" or consent"
"
in this Letter

terms

the

City

use

of

deemed to
mean "
reasonable
consent"except where

be

or reasonable
"

31A-

Intent

approval"

provided
otherwise.
15. 12
This
specifically
Counterparts.
Letter of Intent may be executed in
counterparts and
such counterparts, when taken together, shall
all
constitute this
Letter of Intent. 15. 13 Soil
execution of this Letter of Intent, RDP shall
be allowed to proceed with soil boring tests on the Hotel
Land and RDP hereby agrees to indemnify, defend and hold harmless the
Borinqs.

After

the

liability
any and all
and the Agency from
of its making these
arising, directly or indirectly, out
tests. Other than these soil boring tests, RDP shall not
soil boring
be allowed to do any other work involving actual
physical movement of earth or materials on the Hotel Land
without the express written permission

City

and

costs

of

City

Successor

as

exist,

the

and

responsibilities

Executive

the

to

Aqency.

City

the Agency. 15. 14


of
and if the Agency ceases to
succeed to all of the rights

Director

When
shall

of
the

15.15 Successors
of the
Intent.

Agency set
forth in this Letter of
Assiqns. All
references
to
any

and

parties

to this

Intent shall include their permitted


of
Letter
assigns. 15. 16
and
permitted
Attorneys'
litigation
arises solely under
Paragraph
Fees. In the event

successors

13 hereinabove

and/ or

subparagraph

15. 13

event,

not otherwise, then, in

that
recover its
be entitled to
attorneys' fees

court

and

the prevailing

party

shall

and

costs, including

involving

those

and/
proceedings,

hereinbelow,

any.

or

appeals

post-

judgment

AGREED AND
ROYAL PALM
HOT~ LIMITED COMPANY
if

ACKNOWLEDGED:

1:i

RDP

iA/~
By

::.
(,
'
C~
1./

tI\
Y

RI)P

LIMITED

COMPANY

I'

Ll

5,

Dated:

March

MIAMI

REDEVELOPME

1997

Name:Robert Parcher
Title: Secretary
kk APPROVED

Attest:

1/
1

Dated: March

5,1997
AS

t: st:
e:
y:
tac--

TO

1,,
~

f~

FORM & LANGUAGE

1('
eCJ

FOR
AP ROVED:

execunON
Na .

CITY~

AMI

Gelber
our

BEAC~ By:/

AgenCl

opment

Parcher City Clerk ~~/~/


I 3.
1 AND

Gflnerol

Co 'p:

1/
5/

1?

Dote

Name:

Robert

ONLy:

1/(!
j~

MarchS , 1997

City

AttcmJey ~

lANGUAGE

FOR

Dated:

APPROVED

AS
TO

FORM &
EXECUTION

c-7

Dated: March

March

5,
1997

3.

C/
9ry

Dated:

1997

Dated: March

EXHIBIT " A"

LEGAL

DESCRIPTION

RP

HOTEL

measured along the


feet (

12. 65
14,
7 and
15 and the North

The South

all

Lots

of
and

of

10. 7

lot line)
6

Lots
feet

measured

along

5 and 16, all


S FIRST SUBDIVISION OF ALTON
in
Plat
as recorded in
thereof,
plat
the
to
BEACH, according
Records of
the
of
Page
at
2,
Public
77,
Book
certain
with
together
Florida,
parcel
County,
that
Dade
parcel;
described
above
the
to
East and adjacent
of land lying
the
South
by
the
said parcel bounded on
extended
parcel
described
above
the
of
Easterly; bounded
line
South
the above
of
on the North by the North line
by
the Erosion Control
described parcel extended Easterly; bounded on the East
bounded on the
Line of the Atlantic Ocean and
lot

the

of
line)

Lots

Block 56, of FISHER'

West

the

by

mentioned

of

East line
also

the

above

56 (

Block

commonly
as the
more
acres

along

measured

known

Palm Hotel).Said lands containing


40.
less. SHORECREST HOTEL The South

Royal

or

the lot

line) of

Lots

0.9941
00 feet (
and

North one- half of Lots 4 and


16
SUBDIVISION
56,of FISHER' S FIRST
Block
in
17, all
plat
the
according
thereof, as recorded
to
OF ALTON BEACH,
77, of
at
2,
Page
in Plat Book
certain
that
with
together
Florida,
County,
of Dade
the Public Records
to
and adjacent
East
land
lying
parcel
and the

of

South
the above described parcel; said parcel bounded on the
South line of the above described parcel extended
the
by
above
Easterly; bounded on the North by the North line of the
by
the East
described parcel extended Easterly; bounded on
the

Erosion

Ocean

the

West

Block
containing

Control Line
on
bounded

of

the

Atlantic

and

by the

56 (
also
0.

East
commonly

line
known as

of

the

the

above

mentioned

Shorecrest Hotel).Said

lands

EXHIBIT " B"


FEES
BUILDING

PERMIT

repairs
canopies

Alterations &

Awnings &

than

slab ( other

Concrete

paving)

Demolition of building
Elevator hoistway construction
Fence

and/

or

walls

Landscaping
New building and/ or additions
New building other
Painting
Parking area lighting
Paving
Roofing ( including re- roofing)

Signs
Swimming pools
exterior

Windows,

OF

CERTIFICATE

doors,

storefronts &

fixed

glass

OCCUPANCY

Certificate of completion
Final certificate of occupancy
Temporary certificate of occupancy
ELECTRICAL

PERMIT

FEE

Combinations

Equipment

outlets

or

permanent connections

Fire detections systems


Fixtures
Generators/ transformers,

commercial heating equipment &

strip

heaters

Machine

outlets

or

Master televisions,
Plummold

permanent
intercom,

connectors
burglar alarm,

Rough wiring outlets


Services

Signs
Special purpose outlets ( commercial)
Streamers or festoon lights
Swimming pool lighting
Switchboards
Welding machine outlets

telephone & radio

MECHANICAL

PERMIT

FEE

Air conditioning & refrigeration


Amusement rides and devices
Boilers and pressure vessels
Duct work
escalators & other lifting
Elevators,
Furnaces and heating equipment
Internal combustion engines
Storage tanks for flammable liquids
OTHER

apparatus

FEES

Fire processing fees


Interim general and proprietary
Marine structure fees
Miami Beach training fees

Parking impact
Radon

fees

fees

fees

zoning processing
PLUMBING

PERMITTING

Condensate

FEES

drains

Drainage
Fire control systems
Minimum plumbing fee per permit
Miscellaneous
Natural gas and liquefied petroleum

Rough & set fixtures


Septic/ settling tanks,

oil

interceptors and grease traps

Sewers

sanitary utility and/


Temporary toilets
Storm &

Water

and gas mains


heaters ( electrical

Water

piping

Water

Water/ sewage

PREMISE

treatment

or

or

collector

gas)

plants & lift/ plumbing stations

PERMIT

Initial

and

final

lines

premise permit

fee