Académique Documents
Professionnel Documents
Culture Documents
Page
TERMS OF AGREEMENT ....................................................
2
ARTICLE
1.
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 2.
CONSTRUCTION . . .9
........................
ARTICLE 2.
2
1 Conditions Precedent to
Developer'
. .ction
. . . .
of the PrQject.9.S~
Compl
e
t
i
o
n
of
Construction
2 Commencement and
of Construction
s Commencement
2.
. . . . . . . . . . .
of
......
the Project. 10
COll Pletion of Construction
Section
2.
3
11
............
Section
PLANS AND SPECIFICATIONS . .12
ARTICLE3.
of the
Project. . . . . . . . .
3.
Specifications. . .12
.
Section
Modification
of
3.
3 Ript of
to Proce dwith
Develqper
Di~
Plans
4
vedChanies. . .15. . . Section 3.
COll Pliance
with
Requirements:
Construction
5 Bud~et and
3.
6 Desip and
16 Section 3.
Standards. ...........
15
Section
Chan~
Orders. . . . . . . . . . . . . . . . . . . . . . . . . .
Decor. ..........................................
16 Section 3.
7
Section
.......................................
Develqpment Di$pute. 17
3.
and
E~
es.17
................................
ARTICLE
Section
O~
ItPARTICIPATION.. . . .18
..................
4.
4.1Owner'
sRiiht
toUse
Personnel. . . . . . . . . . . . . .
Field
18
TABLE OF CONTENTS
continued)
Page
ARTICLE
FINANCING OF PROJECT
6.
CONSTRUCTION AND DISBURSEMENT
PROCEDURES . . . . . . . . . . . . . 25
. . . . . . . . . . . . .Sect.ion . . . . . . . 6.1
Owner'
s Con1ributions. . . . . . . . . .
6.
DevelQper'
25Section
Con1ributions. . .26
..................................
Section
6.
3
26 Section 6.
E:=..
.
.
.
4
ted
Processina. .......................................
E~
INSURANCE.. .27
. . . . . . . . . . . . . . . .ARTI
. . . .C.LE. . . . . . . . . .
26 ARTIcLE 7.
8.
DAMAGE,
DESTRUCTIONAND
RESTORATION ....................... . 27
Section
8.
1
Casualty. .27
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .on
...................
Se~
8.
2 Effect of Casualty
on
this A~
ent.27.ARTICLE
. .
9.
. . . . . .CONDEMN" ATION
. . . . ....................................................
. . . . . . . . . . . . . .
27
Section 9.
1
27
Takina.
. Section
. . . . . . . . . . . . . . . . . . . . . .
9.2
EffectofTakini
ment. ............................
28
onthisA~
ARTICLE
TABLE OF CONTENTS
continued)
Page
Section
12.
1 Mainteqance
ofPrQject
Section
Site.29
..................................
12.
2
Waste
Di~
sa1.
............................................
30 ARTICLE 13.
REQUIREMENTS. . . . . . . . . . . . . . . 30
. . . . . . . . . . . . . . . . . Secti
. . . o.n. 13.
................
1
14.
ARTICLE
ReqJIirements. 30
.............................................
31 Section 14.1 Creation
DISCHARGE OF LIENS ...............................................
of
of
Liens. 31
. . . . . . . . . . . . . . . . Section
. . . . . . .14.
. . . . . . . . . . .2
. . . . . DischarKe
....
Liens. .........................................
31
Section
14.
3
No
Authority
Contract
in
to
Name
ARTICLE 15.
.....................
of Owner. 33
NO
ARTICLE
LIABILITY FOR INJURY OR DAMAGE,ETC.33 .......................
16.
INDEMNmCATION . .33
. . . . . . .Section
. . . . . . . . . . . . . . . . 16.1 Indemnifcation Generally. ...................................
33
Section16.
2 Governs
. . . . . . . . . . . . . . . . . . . . . . .
33 ARTICLE 17.
3 Survival.....................
33 Section 16.
Apement. ........................................
CERTIFICATES
ARTICLE 18.
RIGHTTOPERFORM
BY OWNER AND
OTHER
THE
34
DEVELOPER .........................
PARTY'
TABLE OF CONTENTS
continued)
Page
ARTICLE
EVENTS OF DEFAULT,
19.
IUE~DEES,
L~
ATlONS,
CONDmONAL
35
ETC. .......................
.... ...........
19.
1 Definition.................................................
Section
35
................
Section19.2 Enforcement of Performance. .38
Section
19.3
EJij)
tion
ira.
Section
......................
and Tennination of Aareement. . 38
19.
Strict
Perfonnance. .........................................
38 Section 19.5
6 emedies
~ under
RiahttoEqjoinDefaults .....................................39 Section 19.
Bankruptcy
and Insolvency
39
Section 19.7 I~
Codes. . . . . . . . . . . . . . . . .
on..................................
39 ARTICLE 20.NOTlCES,
CONSENTS
AND APPROVALS. . 40
. . . . . . . . . . . . . . . . . . . . . . . . . . . Section
20.
Service
and Other Communications. .40
.....
of
Notices
Consents
and
Approvals. .................. . . . . . . . . . . , . . . . . . . .
42
Section
20.
3 Notice
of
21.FINANCIAL
44 ARTICLE
DetailedPlans. ......................
...............
RECORDS. . . . .44
REPORTSAND
. . Section21.
. . . . . . . . . . . . . . . . . . . . . . . .1
..
Books
and
Section20.2
TABLE OF CONTENTS
continued)
Page
ARTICLE
HAZARDOUS
25.
MATERIALS. . . . . . . . . . . 48
. . . . . . . . . . . .Section
.....................
25.
General
Provision. ..........................................
48 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25.2 Survival............
48
Section
ARTICLE
26.
48 Section
MISCELLANEOUS ...................................................
26.
48 Section
Venue. ..........................
26.
Section
50
5 Remedies
6
Performance at Each
Party'
and
Section
and
51 Section
.....................
2 References.. . .48
SoleCost
EJQ>eDSe. ...... .. .. . . . .. 50
7 RecoiJUzed Morti~ eeCharl es
26.
Fees.50
.......................
Section
26.8
Intentionally
Deleted. .50
. . . . . . . . . . . . SeC~
. . . . . . . . . . . .on
...............
26.
26.10
Notice
of Defaults.51
.. . . . . . . . . . . . . . . . . . . . .Section
. . . . . . .26.
.............
11
TABLE OF CONTENTS
continued)
Page
EXHIBITS
Exhibit A
LAND ...............................................................
55
Exhibit 2.
100 .
COMPLETION
GUARANTEE 56
. . . . . .Exhibit
. . . 3.:
. . . . . . . . 1(
.........................
a)
PRELIMINARY
PLANS AND
SPECIFICA
nONS . . . . . . . . . . . . .
soo DEVELOPMENT
66 Exhibit 3.
BUDGET ............................................
68
Exhibit
DEVELOPER'
Jl).
3.
8(
S
FEE
DISBURSEMENT
ANALYSIS . . . . . . . . . . . .
800
69 Exhibit 3.
MILESTONE . . . .70
.....................................................
INSURANCEREQUIRED
3~)
Exhibit5.
CONTRACTOR. . . . . . . . . . . . . . .
OF
71
HOTEL DEVELOP~
NT AGREEMENT
day of ,
PAR1NERSIDP,
Florida limited
the
A.
In February
1993, the
CityCenter/
Village Redevelopment
a Redevelopment Plan.
Historic Convention
Area
Plan. B.the. City and Owner also have determined to make a substantial
commitment to provide the.African-American community with an opportunity in the hospitality
withthatcom.mi1ment,Owner has agreed to make available the Royal Palm Hotel
industry.In connection
Redevelopment
for
an African-American owned
hotel.
1996,
2,
on January
1995 and
December 27,
amended
and
the
for
bids
sought
RFP
3,
1996 and March 5,
development
1996.The
dated
January
operation of
On June 5,
African- American Persons. D.
1996,after a public review process, Owner selected an Affiliate of Developer from among
the groups that submit ed proposals pursuant to the RFP and directed representatives of Owner
under which Developer or its Affiliate would develop, own and operate
negotiate the
to
convention center
hotel
by
terms
further definedbelow)
owned
in accordancewith
the
requirements of
as
"
above the
( Hotel",
Owner and Affiliates of Developer entered into a Letter of Intent (the " Letter of
5,
dated March
Intenf'),
1997,and approved by the City,which,among other things,
provides for the development, construction, furnishing and equipping of
E.
Hotel.F.
Owner and Developer entered into that certain Agreement of
the "Ground Lease")between the Owner and the Developer and dated of even
the
Lease (
between
hereinafter
set
forth.
ARTICLE 1.DEFINITIONS For all purposes of this Agreement the terms defined
1 shall have the following meanings and the other provisions of
in this Article
in
to
be
the
deemed to refer
an
the
Ground
Miami
Architect"
means
Arquitectonica
in
the
Ground
obligated by law or
executive order
tobe
closed.ACMB\
JNM\
:\ HTLDEV
Lease.
Business Day"
City"
means
Commence
Construction"
or "
State of Florida.
of Construction"
Commencement
means
the
Completion
Deadline"
means
Delays.Completion
Guarantee" has
2.
1(d).
Connection
provided
42)months after
forty-two (
6.
3(
b).
Consenting Party" has
the Section
meaning
means
Section
in
the
c).
Construction" or
in Section 20.2(
Construction
of
"
the Project"
the
construction
on
the
Land
of
the
Project. Construction
Agre ment(
s)"
means, colectively, any general contractor' s agreement, architect' s agreement, engineers' agreements, or any
other agreements for the provision of labor,materials or supplies entered into with respect to the Construction
of the
Project,
or otherwise modified
any
to time.Construction Commencement
2.
meaning provided in Section 2.
Construction Work."means
provision
Agreement
the Construction
this
and/
or
performed under any
of
Date"
has
construction work
from time
the
date
hereof as
labeled "
Contingency".
Directorsor
othergoverning
body
of
CPM"bas the
4.
in
Section4.
the terms
an Event
of
of
the
date
96)
meaning provided in
Deficit"
1(b).
Section 19.
in Section 3.8(d).
RDP
Royal
the
3.8(
in
partnership,
successors
its.
meaning provided
in Section
the
a).
Development
3.
8(
Section
5(
Development Fee"bas
7.
3.
Section
a).
Event of Default"has the
8(
3.
meaning provided in
Amount" bas
1.Excess
Section 19.
the meaning
d).
provided in Semon 3.8(
meaning provided
meaning
basthe
Withheld
the
providedin
1.
in Section 5.
a).
provided in Semon 6.3(
Ground
4.
2(
Garage Easement Agreement" has the meaning provided in the Ground Lease.
price
General Contractor"means the general contractor under that certain guaranteed maximum
contract for the Construction of the Project entered into by Developer and such general
contractor.
dated
as
means,
individually.
22.
Hotel"
by
reference
herein
Construction
as
this "Agreement")
(
a).
Hotel Development Agreement" or
5(
3.
at
t
a
chment
s
hereto,
as
exhibits
all
any of
and
means collectively,this Hotel Development Agreement and
the same may hereafter be supplemented, amended, restated, severed, consolidated,
extended, revised and otherwise modified, from time to time,either in accordance with the terms of this
Agreement or by mutual
Exhibit
agreement
CMB\ HllDEV
permanent), and any and all alterations and replacements thereof, additions thereto and substitutions
therefor.
Institutional Lender" has the
Land"
means
incorporated by
reference herein.
Late
guaranty
or
Develo~'
means,
other document
interest in the Ground Lease
Mortgage"
Ground
a
has the
or
the Hotel.
Lease.Mortgagee"
in Section
b)
of the
11. 2(
of
Lease. Owner" means the Agency ( or the City if the City shall succeed to
the interest of the Agency hereunder),acting in its proprietary capacity, and any assignee or
transferee of the Agency or the City if the City shall succeed to the interest of the Agency hereunder)of
the entire Owner' s Interest in the Premises, from and after the date of the assignment or transfer
pursuant to which the entire Owner' s Interest in the Premises was assigned or transferred to
in
the
Ground
Interest in
such
assignee
or transferee. Owner' s
in
the
designate
in writing to Developer
Payment and
meaning
agreements with
allapplicable
utilitycompanies.
JNM\
A:\
means an
Plans and
individual,
Specifications"
means
the final
plans
and
specifications
for the
Project, the
finish schedule, the hotel program and the differentiation schedule, each as established in accordance
3,as the same may be modified from time to time in accordance with the
with Article
Section
provisions of
"
Project Agreements"means all ofthe
Project"has the same meaning as Hotel."
agreements between Developer and Owner
and/ or the City listed on Exhibit 19(
h)
attached hereto and incorporated by reference herein. Project
Fee"has
Site"means
the
the
Management
a).
8(
Project
3.
of the
Improvements.
to
April 1 1996,
,
submitted by Developer in response
Recital C
in
d).
provided in Section 3.1(
c)
2(
Recognized Mortgage" has the meaning provided in Section ll.
pr
o
vi
d
ed,
Mortgage;
hol
d
er
a
Recognized
of
however,that,
of the Ground Lease. Recognized Mortgagee"means the
Lease,
a
the
Ground
of
2(
by
extent
permitted
Recognized Mortgagee
Section 11. c)
except to the
of
a Recognized Mortgagee that
may not be an Affiliate of Developer ( except if Developer is an Affiliate
has caused the Ground Lease to
describedtherein,
of
which theLand
forms
references to
vided in Section
e
meaning provided
3.
8(
meaning
d).
Required Contingency Percentage"
has
in Exhibit
the Redevelopmen
"
meaning provided
the
Improvements"
has the m . g
provided in Section 3.
Complete"
or "Substantial y Completed" means, with respect to the Project,
"
d).
1(
Substantial Completion" or Substantia
e been substantial y completed in accordance with
that 1)
( it shall ha
the Plans
b)(
i)
hereof
3(
Architect described in
the certificate fthe
and Specifications, ( 2)
Section 2.
of the provements
certificates of occupancy. Term"means the period com encig
hereunder,expiring on the i ce of a Final
items with respect to completio of the Hotel
Agreement, subject,however, to survival of any visions
all
and (3)
therein
this
Agreement
that
are expressly
(the
expiration or terminati n as
stated herein to survive such
acts
slowdowns,
delays
Unavoidable Delays" means
lockouts,
of God,
due strikes,
case may be).
casualty, catastrophic weather conditions,
inability to obtain labor or materials, war,enemyacti n, civil commotion, fire,
y unless
(resulting from disputes between
a court order which causes a de
ent or former employees, officers, members, .
among the party alleging an Unavoidable Delay,
or
partners or
(
of such alleging party or or
present or former employees,officers, partners,
alleging party),the application of any Requirement,
such
members or shareholders of such Affiliates of
or another cause beyond such party' control or which, if susceptible to control by such party,
shall use reasonable good faith efforts
party
shall be beyond the reasonable control f such party. Such
twenty (20)days after such party knows of the
to notify the other party not later
occurrence of an Unavoidable Delay; provided, wever,that either party's failure to notify the other
Delay shall not alter, detract from or negate its character
of the occurrence of an event constituting an navoidable
in the loss of any benefit or right granted
0 erwise result
an Unavoidable
as
shareholders
Delay or
( any party'
to the delayed party under this Agreemen. In no event shall i)
financing constitute an Unavo"
idable Delay"
s financial condition or inability to fund or obtain funding or
such
to
r
e
spect
with
Devel
o
per
)
caused
by
is
inability
not
except for an Institutional Lender' s inability to fund,which
anydelay
party andii)
(
a
arisingfrom
party'
s (
Agreement or any of the Project Agreements constitute an " Unavoidable Delay" with respect
to such party' s obligations hereunder. The times for performance set forth in this Agreement (other
than for monetary obligations of a party and with respect to completion of the Project by the Default
Date) shall be extended to the extent performance is delayed by Unavoidable Delay, except as
otherwise expressly set forth in this Agreement.
this
meaning provided
in Section
3.
8(
d).
1 Conditions
2.
Commencement
CONSTRUcnON Section
2.
ARTICLE
Precedent to Developer' s
of
Construction
of
the
PrQject.
a)
Developer shall (subject to Unavoidable
the
year from
by not more than one ( 1)
Delays)obtain all Permits and Approvals
the
Developer shall not Com enc Construction of
c),
Commencement Date.Subject to Section 2.1(
and
have
shal
l
Developer
Project unless and until (i)
obtained delivered to the Owner's Consultant
Developer
(
copies of all Permits and Approvals required to Commence Construction and ii)
be carried
requi
r
ed
to
shall have delivered to the Owner original certificates of the policies of insurance
pursuant
The Owner (solely in its capacity as
the provisions of Article 7 of this Agreement. b)
to
the owner of the Project Site and not in its governmental capacity)shall
in obtaining the Permits and Approvals required by Section 2.
reasonably cooperate with Developer
and any necessary utility access agreements, shall sign any application reasonably made by
a)
1(
Developer which is required in order to obtain such Permits and Approvals andutility
access agreements and shall provide Developer with any information and/ or documentation not
otherwise reasonably available to Developer ( if available to the Owner) which is necessary to
procure such Permits and Approvals and utility access agreements. Any such accommodation by Owner shall
be without prejudice to,and shall not constitute a waiver of,Owner's rights
to exercise its discretion in connection
with its governmental functions. Developer shall reimburse the Owner,
pocket cost or expense
ofany reasonable outs
demand,
for
days after the Owner'
withinten ( 10)
payable to the Owner' s technical consultants ( other than the Owner' s Consultant and Owner' s
employees),such as architects and engineers, so incurred by the Owner in connection with
obtaining
Owner's assistance in
perform thatportionoftheConstructionWork
which
has
comply with all other requirements with respect to such portion of the Construction Work), even if
Work have not yet been
progress plans and specifications for other portions of the Construction
prepared.
d)
furnish to Owner
d),
2. 1(
from Guarantor, pursuant
incorporated by reference herein as Exhibit
to which,among other matters,Guarantor guarantees timely completion of
hereto and
Project.
ent and
e)
P~
listing of approved sureties, guaranteeing the performance of the General Contractor under
that certain guaranteed maximum price contract for the Construction of the Project. Owner may accept,
in its sole and absolute discretion, for any reason and for no reason whatsoever, a
completion guarantee from the General Contractor in substitution for such Payment and Performance Bond.
Owner shall be named as a dual obligee under the Payment and Performance Bond; provided, however,
Owner' s rights under the Payment and Performance Bond shall be subordinate to the Recognized
Mortgagee' s as defined in the Lease)rights under the Payment and Performance Bond and Owner shall
agree in writing with such Recognized Mortgagee that Owner shall only seek to enforce its rights
under the Payment and Performance Bond if the Ground Lease is terminated and such
6 of the Ground Lease for the execution
under Section 11.
Recognized Mortgagee fails to exercise its rights
of
New
in
2 Commencement and
Section 2.
Lease).
of
Ground
for harm
the
Project by
the
shall constitute
an Event of Default under this Agreement and under the Ground Lease and the Owner shall be
entitled to
allof
itsremedieshereunder
and
including, without limitation,the termination of this Agreement and the Ground Lease.
con1rarycontained in this Agreement, the Default Date shall not be
Notwithstanding anything to the
extended by reason of Unavoidable Delay.Section
theretmder,
2.
Pletion of Construction of
3COIr\
the
a)
Substantial Completion of the Project shall be ac omplished in a
diligent manner, and in any event by the Completion Deadline, and final completion of the Construction
of the Project,including but not limited to completion of all punch- list items, shall be
ac omplished in a diligent manner thereafter, in each case in a good and workerlike manner, in
PrQject.
and,except as provided in
fol owing:
in
has been Substantial y Completed in accordance with the Plans
as constructed,the Improvements comply with
and Specifications applicable thereto and,
all
Project
copy or copies of
portion thereof, as applicable)
the temporary certificates of occupancy for the Hotel or
(
issued by the City of Miami Beach
ap licable
Requirements; ii)
if Requirements
Building
require the
same, a
retained by or
to Owner from each contractor,
on behalf of Developer in connection with the Construction of the Project, evidencing
that such Persons have been paid. in full for all work performed or materials
subcontractor,
Project;
supplier or materialman
of
set of "
a complete
as bullt" plans and a survey
iv)
which the Construction of the
excluding personalty)for
Improvement(s)
(
showingthe
Project has been completed. The Owner shall have an unrestricted license to use such "
as built" plans and survey for any purpose related to the Project Site without
paying any additional cost or compensation therefor, subject to copyright and similar
rights of the Architect to prohibit use of designs for purposes unrelated to the Project
Site,as such rights exist in law or may appear in the Architect' s contract, and
subject to applicable public records laws.The foregoing requirement with respect to "
at
as built" plans shall be satisfied by Developer furnishing to the Owner,
and Specifications, with all addenda
Developer' s expense, a complete set of Plans
EXECUT1ON.
EX2(
EVA.
JNM\CMB\Hl1.J)
theretoandA:\
reasonably
satisfactory to Owner executed by the General Contractor ( i) evidencing that all
contractors, subcontractors, suppliers and materialmen retained by or on behalf of
Developer in connection with the Construction of the Project have been paid in full
for all work performed or materials supplied in connection with the Construction of
the Project; and ( ii) otherwise complying with all of the requirements under the
Florida Construction Lien Law, Chapter
713,Florida Statutes, as amended;
v)
and
in
vi)
evidence that all
accordance
with
the
FF& E necessary
Ground
to
and Specifications and the Development Budget has been instal ed in the
Hotel.
ARTICLE 3.
PLANS
AND
SPECIFICATIONS
Section 3.
1
and
Approval
Modification
and Specifications. a)
Developer has previously submitted to the Owner,
Plan!;
approved,
Specif cations described on Exhibit
has
Plans
and
Preliminary
and
Owner
the
attached
3.
1(a)
ofPrelimin~
the
herein.b)
If Developer desires to modify
the Preliminary Plans and Specifications (as such may have been previously approved pursuant
to the
shall
terms of this Section 3.
1(
Developer
any
b)),
submit such proposed
modified Preliminary Plans and Specifications to Owner.Such modified Preliminary Plans
and Specifications shall clearly indicate, by "ballooning",highlighting, blacklining or describing in writing
in sufficient detail in a memorandum accompanying such modified Preliminary Plans and
Specifications, aU such proposed modifications
to the Preliminary Plans and Specif cations. Within ten 10)
(
days
of
receipt
of
such
Pr
e
l
i
m
i
n
ar
y
Plans and Specifications,
business
its
proposed modified
the Owner shall notify Developer, in writing, describing, with specificity,the basis for
such disapproval of any material modifications or material inconsistencies of which the Owner disapproves
between the Preliminary Plans and Specifications as modified and the Preliminary Plans and
Specifications previously approved by the Owner,it being agreed however,that the Owner's failure to so
notify Developer of its disapproval during such time period shall be deemed to constitute
however,
the Owner' s conclusive approval of such modifications or inconsistencies; provided,
that
days
fol
l
o
wi
n
g
receipt
ten
(
Owner
notify
within
business
its
Developer
that if
shall
10)
and Specifications are not indicated as required
any of the proposed modifications to the Preliminary Plans
3.
1(
b)
or
that
the complexity of the proposed modifications
by this Section
necessitates an extension of such time period to complete Owner' s
review, such period shall be extended to
hereto
the date
thirty ( after
whichis
30)
days
Owner'
provided, further, however, that Owner shall not be responsible for, and
shall not be deemed to have approved, any such proposed modification that is not indicated as
Notwithstanding anything to the contrary contained
(
3. 1 b).
required by this Section
herein, Owner shall not object to any modifications to the Preliminary Plans and Specifications
which are necessitated by Requirements or as a result of a drafting,coordination, mechanical or
technical error in the Preliminary Plans
proposed
modifications;
Specif cations. c)
If
and
Owner
disapproves
any
material
modifications
to
to Section 3.
in the Preliminary Plans and Specifications pursuant
submi
t
above, then Developer shall, at its election, either ( x)
b),
Owner' s
1(
to Section 3.7 and Section 22.1 as to
arbitration pursuant
disapproval to expedited
the reasonableness of the disapproval,
thei)
( materiality of the inconsistency or modification and/ or ( ii)
submit a revised modification to the Preliminary Plans and Specifications to
or y)
(
meet Owner's objections, which revised modification shall
be
or material inconsistencies
d)Description of
b).
in Section 3.1(
and reviewed as provided
restored portions of the Royal Palm Hotel, and a new
the Hotel.The Hotel will consist of the fol owing: ( i)
tower to be developed to the east of the Royal Palm Hotel,as per the plans
the joint Design Review and Historic Preservation Boards on
and specifications approved by
may be amended
1996,as said plans and specifications
December 3,
and approved, together comprising approximately two hundred fifty- seven ( 257)hotel rooms (hereinafter collectively
ii)
restored portions of the Shorecrest Improvements which
referred to as the "RP Improvements'')and (
has a street address of 1535 Collins Avenue,Miami Beach,Florida and a new tower to be
and specifications
developed to the east of the Shorecrest Improvements, as per the plans
approved by.the joint Design Review and Historic Preservation Boards on December
said plans and specifications may be amended and approved,
3,
1996, as
comprising approximately one hundred sixty- five 165)
( hotel suites (hereinafter collectively
together
referred to as the "Shorecrest Improvements''). The Shorecrest Improvements will be operated in conjunction with
the RP Improvements as the Hotel. The Hotel will be a first class,
submit ed
upscale property with suitable convention, conference and meeting space and appropriate amenities meeting
the
Plans
If
submitted Plans and Specifications are materially inconsistent with, or contain material modifications
to,the Preliminary Plans and Specifications ( as such may have been previously
terms of Section 3. 1),then such Plans and Specifications
to
approved
pursuant
such
the
Preliminary
such Plans
andSpecifications,
Owner
Developer,
shallnotify
writing,
in
material modifications of which the Owner disapproves between the proposed Plans and
Specifications and the Preliminary Plans and Specifications, it being agreed however, that the
Owner' s failure to so notify Developer of its disapproval within such time period shall be deemed
or
If Developer desires
and Specifications.b)
to modify previously approved Plans and Specif cations as such may have been modified by approved
Plans and Specifications), Developer shall submit any such modified Plans and Specifications to Owner for
Owner' s approval. Such modified Plans and Specifications shall clearly indicate,
ng", highlighting, blacklining or describing in writing in sufficient detail in a
by ballooni"
to the Plans
memorandum accompanying such modified Plans and Specifications, all such proposed modifications
business days of its receipt of the proposed modifications,
(
and Specifications. Within ten 10)
Owner shall notify Developer in writing,with specificity of any material inconsistencies or
material modifications of which the Owner disapproves between the Plans and Specifications as modified
and the Plans and Specifications previously approved by Owner, it being agreed however, that the Owner'
constitute
s failure to so notify Developer ofits disapproval during such time period shall be deemed to
that
the Owner' s conclusive approval of such Plans and Specifications;provided, however,
that
its
receipt
f
o
l
o
wi
n
g
( business days
any of
if Owner shall notify Developer within ten 10)
the proposed modifications to the Plans and
Specif cations are not indicated as required by this Section
or that the complexity of the proposed modifcations necessitates an extension of such
2(b)
3.
time period to complete Owner' s review,
such period shall be extended to the date which
days after Owner' s receipt of the proposed modifications; provided, further, however,that Owner
is thirty (30)
error
shall not
beresponsible
for,
shall
and
not
3.
approved, any such proposed modification that is not indicated as required by this Section
not
Notwithstanding anything to the contrary contained herein, Owner shall
object
b).
2(
Requi
r
e
ment
s
or
as
by
Speci
f
i
c
at
i
o
ns
which
and
to any modifications to the Plans
are necessitated
a result of a drafting,coordination, mechanical or technical error in the Plans
Specif cations. c)
If Owner disapproves any material inconsistencies or
material modification in the Plans and Specifications from the Preliminary Plans and Specif cations pursuant
to Section 3.2(
above, or Owner disapproves any of the material modifications
a)
to or material inconsistencies in the Plans and
Specif cations pursuant to Section 3.2(b)above,
and
to expedited
submit Owner's disapproval
election either: (x)
materiality of
7 and Section 22.1 asto the ( i)
arbitration pursuant to Section 3.
within
the inconsistency or modification and/
(
or ii)
( the reasonableness of the disapproval, y)
and
submit
revised
notice,
di
s
appr
o
val
s
days after receiving the Owner'
thirty 30)
(
Plans Specifications
or a revised modification to the Plans and Specifications to meet Owner' s
modification shall be reviewed.~~ as provided in Section
Specif cations
or revised
objections, which revised Plans and
( as applicable,
2 a)
(or b),
3.
then
Developer
shall,at
or
its
Riiht of
Developer
to
pproved Chan~
with Di~
Proceed
or Section
Section 3.2(
3.
1( b),
a)
3.
be subject to arbitration as provided in Section
pursuant to Section
2(b)
shall
3.
1 below.If the arbitrator
and Section 22.
7
any
Plans
inconsistency or
pursuant
to
Sections
to
1(
c)or
3.
3.2(
c)or OWner
Hotel,nevertheless Construct
the
the Project
other applicable
Requirements,including,
without limitation,
any
Requirements
Section
deducted
of
the Project or
of
except
to
Section
7DevelQpment
3.
Di!Wute. Any dispute or disagreement between Owner and Developer arising prior to
Devel"
opment Dispute'') shallbefi.
(
the Hotel Opening Date with respect to the folowing matters a
nal1y resolved in accordance with
the provisions
a)
Any dispute as to whether Developer' s modifications to
22.1:
Section 3.1(
the Preliminary Plans and Specifications or the Plans or Specifications
pursuant to
respectively, are material and/or materially inconsi tent
a)or b),
2(
or 3.
(
b)
ofSeetion
and
Any contention by Developer
therefore subject to Owner's approval;b)
to any modifications to
consent
or
give
that Owner has unreasonably failed to approve
its
the
Preliminary Plans or Specifications pursuant to Section 3.1(b), or the
are
or b);
(0"'
2(
a)
and Specifications pursuant to Section 3.
by Developer that Owner has unreasonably failed to approve or consent to a
change order
Plans
c)
Any
contention
b);
and
2(
to which Owner has approval rights pursuant to Section 3.
obtai
n
consent
Any contention by Owner that Developer has failed to
to
d)
as
change
has
order
as to which
Owner
approval
rights
pursuant to Section
a) Definitions. i)
Project Management Fee. Developer' s Fee"
ses.
Development"
Fee"means the development fee to be
and the ii)
means,collectively, the Development Fee
paid
E~
onExhibit
3.
8(
d)
is
not reached
would have been made but for this sentence will be made.
in this
Agreement, the
aggregate
amount
amount of sixteen (
the
date
Partial Withholdini
of such completion. d)
the
Commencement of
Construction,
of the DevelQper' s
the
sources
Fee.In the
of funds as reflected
c)(
i)(
l)
in the Ground Lease) are
is Exhibit 10. I(
less than the uses of funds reflected thereon based upon the projection of the
Contingency
then,in that event, a portion of the Developer' s Fee equal
by Owner' s Consultant (the Deficit"),
to the
Deficit
shall be withheld the ''
Withheld Amounf') and the remainder, ifany,of the Developer'
s Fee
be
paid
pursuant
to
Secti
o
n
3.
b).
The Withheld AmOlmt shall
shall
8(
be withheld equally from the Development Fee and
the Project Management Fee. As
attached hereto and incorporated herein, the amount
indicated on Exhibit 3.8(
d)
Cont
i
n
genc
y
required
to
be
of
available and undisbursed ( the "
Required Contingency'') at various
Contingency times the Required Contingency Percentage as defined
milestones is equal to the initial
that the undisbursed Withheld
in Exhibit 3.8(
To
extent
Amount
the
d).
be released for payment at that milestone date.If,in the reasonable opinion of Owner' s
Consultant, the amount of the Deficit increases (the Deficit
"
Increase'') any time after
Commencement of Construction, Developer shall increase, upon demand by Owner, the amount of Developer' s equity funding
of
the
Construction of
Project
the
Increase. ARTICLE
by
OWNER
4.
PARTICIPATION
Owner reserves the right, at its sole cost and expense, to maintain one on-site
representative ( from Owner' s Consultant, the Owner or another entity designated by the Owner) at the
Project Site to conduct inspections of the Project Site p(rovided, however, that the Owner shall be
site representatives from time to time to the extent reasonably
entitled to maintain additional onnecessary to perform such inspections), and Developer agrees to provide safe access
to the Project Site,including, without limitation, access to inspect the Construction Work,including, without
limitation, the preparation work and work in progress wherever located. No such inspection by the
site representatives shall impose upon the Owner responsibil ty or liability for
Owner' s onany failurebyDeveloper
any
toobserve
Requirements or
Construction Work,
constitute
an
Agreement, and
no
or
such
shall constitute
not
an
4.
2 Owner' s Ript to Notice. Access
S~ction
that the
Developer acknowledges
Review. a)
the
the
Owner's Consultant
at regularly scheduled Construction Work meetings (which shall be scheduled not less frequently than
twice each month) and at any special meetings which Developer deems necessary in its
reasonable
discretion
the furnishing to
Project; ii)
bid
packages; iii)
the inspection by
the
copy of all
the
1);
iv)
the opportunity for atendance by
4.
s Consultant at the interior design presentations given to Developer ( or
of
Section
an
the delivery by
equivalent presentation);and v)
Consultant
of two (
A:\
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2)
of:
copies
Hl'
LDEV
Developer
to the Owner'
the Owner'
of
the Project
in
Persons
supplying
materials
subcontractors,
to each Person
Dollars ($
250,000),which
supplying
highlighting, or
thereto,with such modif cations being clearly indicated, by ballooning","
blacklining on the Plans and Specifications or describing in writing in sufficient detail in
a memorandum accompanying such
modified Plans and Specifications), working and
specifications,
renderi
n
gs,
layouts and change orders (
other drawings,
blueprints,
and modifications
required by
3)all
Plans'');
insurance certificates
for
payment and
the
and subcontractors); 4)
General Contractor' s
all
values;5)
drawdowns
of
and loan
equity
proceeds underthe
Loan Documents;
a monthly
6)
construction
cost-to-date
report reasonably
acceptable to
Owner; 7)
to
Budget,which updates
safety
schedule, as it shall
the Construction
Agreements,shall
be referred
as
to
to time in
accordance with
including
CPM network
controlling
i)
the
ii)
iii)
the
iv)
manpower levels;
v)
vi)
critical
early
and
major
construction
activity;
path" activities and their duration;
sequencing of
delivery
and work
activities;
long
equipment; and
a material variance in the progress of the Construction from the then current CPM Schedule
and otherwise at appropriate intervals, but in no event less frequently than monthly
and 2)
(
the
completed
and partially completed activities and manpower schedule shall be maintained by Developer on a
current basis, at the Project Site,
to accurately reflect the actual progress of the Construction and shall
in
keep
becomes apparent
toDeveloper.
A:\JNM\CMB\
HTLDEVA.
the
current CPM
ARTICLE
5.
MISCELLANEOUS CONSTRUCTION
Section 5.1
PROVISIONS
Title to
the Existina Hotels. Contemporaneously with the execution hereof, the Owner has conveyed
to Developer title to the improvements presently known as the Royal Palm Hotel and
the "Existing Hotels"). The Owner has not made and does
the Shorecrest Hotel collectively,
not make any representations as to the physical or structural condition, value,adequacy or fitness for
use of any equipment or systems in the Existing Hotels,or the presence on or about the Existing
Hotels of any substance or material which is or may hereafter be subject to any
Environmental Laws,including,without limitation, Hazardous Materials, or any other matter or thing affecting or
related to the Existing Hotels, and Developer hereby expressly acknowledges that no
such representations have been ma4~,
and Developer further acknowledges that it has inspected the Existing
Hotels and agrees to take the same "as is",
in such condition as the same may be in on the date of delivery
of the deed thereto. The foregoing is subject to
3(
the provisions ofSeetion 35.
b)
2 Names of
5.
days
(
Developer shall furnish the Owner, within ten 10)
a list of each contractor, subcontractor, vendor
materials in excess of
aforesaid threshold amount shall be Two Hundred Fifty Thousand Dollars 250,000),in connection with
Beach
Ordinance,
of
insurance
shall procure
its
set
or
forth on
anappropriate
clause
Exhibit
3(a)
5.
attached hereto and incorporated by reference herein.Such Contractor
or
in,
the insurance company waives subrogation or consents to a waiver of right of recovery consistent
with the release, discharge, exoneration and covenants not to sue contained herein. Original
Certificates of Insurance, in quadruplicate ( all of which shall be original signed counterparts) and
the Miami Beach Redevelopment Agency ( and any successor Owner) and the City, as
including
additional insureds ( the " Certificate of Insurance"), shall be furnished to Developer by Contractor
prior to commencement of work,denoting all insurance required of Contractor pursuant to the terms
of the Contract. The Contractor shall secure an original Certificate of Insurance from each of its
sub-contractors and/or suppliers with limits of liability equal to those carried by the Contractor;
Contractor
Project.";
agents,contractors, subcontractors, employees, invitees or licensees in connection with the work,or anyone
mechanics' or materialmen' s or other liens or
(
)
liable, or 3
for whose acts any of them may be
orarising out of the work or
filed
claims (and all costs or expenses associated therewith) asserted,
any phase thereof other than liens or claims arising out of Developer' s failure to make the
required payments properly due Contractor. In no event shall Contractor be able to seek or be entitled
for
to consequential damages including, without limitation, loss of profits or loss of business opportunity)
by:
any
way
claims arising under this contract.This indemnification obligation shall not be limited in
to Contractor
payable
or
benefits
of
damages,
amount
any limitation on
x)
compensation
type
the
under worker's
or
A:\
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JNM\
HTLDEVA.
compensation acts, disability benefit acts or other employee benefit acts or other insurance provided
for by this contract; or (y) the fact that the Expenses were caused in part by a party indemnified
hereunder. The Contractor further agrees that this indemnification shall be made a part of all
contracts and purchase orders with sub-contractors or material suppliers. The indemnification
contract is to be assumed
iv) (
by all
sub- contractors.";
1)
the right
27,
Upon an
"
as amended.";vi)
Event of Default by Developer resulting in
a termination of that certain Agreement of Lease between Developer and Owner,
,
pursuant to which Developer (as tenant) has agreed to lease the Land on which the
dated as of 1998,
is
to
be
const
ructed, Contractor will,at the option of the Miami Beach
Hotel
Redevelopment Agency, subject and subordinate to the rights of Lender,be terminated or Contractor will honor this
agreement as if this agreement had been originally entered into with the
Miami
intended to be
''
contained in this contract is in any way
Beach Redevelopment Agency.";vii)Nothing
of the prohibition on Contractor' s ability to file liens against property
Beach Redevelopment Agency, or of any other constitutional, statutory, common
a
of the Miami
law or other protections afforded to
waiver
public
"
bodies or governments.";viii)Upon
an Event of Default by Developer resulting
Owner,dated as
to
Developer
and
of ,
which
the Hotel is to be constructed, all covenants, representations, guarantees and
warranties of Contractor hereunder shall be,subject and subordinate to the rights of Lender, deemed to be made for
the benefit of the Miami Beach Redev~lopment Agency and
the Miami Beach Redevelopment
(
Agency shall be deemed to be a third-party beneficiary hereof) and shall be,subject and subordinate
to the rights of Lender,enforceable by
1998, pursuant
the
Miami
Beach
Redevelopment
Agency expressly
of the Developer
to the extent the same arise from and after such assumption),the Miami Beach
shall not
bea
partyA:\
JNM\ CMB\
Redevelopment
only
Agency
whatsoever
arising
or
responsible
to any
nature
hereby
performed at the Project Site, except to the extent the Miami Beach Redevelopment Agency
expressly assumes the obligations of Developer hereunder ( and then only to the extent such
obligations arise from and after such assumption)."
5.
4 Demolition
Section
Site.
Except as
of the
necessary
the Project
all
applicable Requirements. ARTICLE 6.
FINANCING OF PROJECf
AND
CONSTRUCTION
DISBURSEMENT
PROCEDURES
6.
1
Section
and improvements,
Owner'
s Contributions. a)Owner
as
the
existing
Commencement
in Exhibit A attached
of
as
Mil ion
Ten
Owner
c)
The RP
and
leased
of Four
Except as provided
in Section
improvements,
6.
3, Owner's
contribution
total
Land
pursuant
2 Developer'
6.
Section
s Contributions. Developer has provided the Funded Equity. Developer shall also provide all of
the funds necessary to complete Construction of
the
3 a)
&=.
Section 6.
City Pennit Fees. Agency agrees hereby
to assume payment responsibil ty for any and all Permits,now or hereafter, required to be obtained from the
City for the construction of the Hotel, which include, without limitation,
building permit applications, inspection, certification, impact and connection fees that the City may levy by or
through its Public Works Department (including, without limitation, water and sewer fees)and those
fees listed on Exhibit 6.
attached hereto and incorporated by reference herein and in
3(a)
City
of
Miami
Beach
Building Department
Fee Schedule,as
the
amended through September 16,
1992 by Ordinance Number 92- 2796,or the mQSt. current edition adopted
by the City, which fee schedule is hereby incorporated by reference
and made a
"
part of this Agreement (collectively, the Fees'').
Agency shall remain responsible for payment of the
Fees notwithstanding any and all modifications or changes in price structure as imposed by the
City or any other Governmental Authority authorized to impose such Fees. Agency acknowledges that the Developer
or an Affiliate has paid all applicable fees thus far in the interest of expediting the City
of Miami Beach Design Review Board and City of Miami Beach
Historic Preservation Board applications, and Agency agrees to reimburse Developer, promptly following the date hereof,for the
Fees or any portion thereof paid by
Project.
the Purchase
Price
in full to
Owner,
Developer
shall
pay
entire outstanding balance plus all accrued interest due on the Connection Fees. Section 6.
ted Processini. The City shall make reasonable efforts to provide for expedited handling of all
4 E~
the
review board
hearingsand/
or permit
requests
ARTICLE
7.
INSURANCE Developer shall, in accordance with the Ground Lease, carry or cause to be carried
Section 7.10 of the Ground Lease,including the
insurance required under
the
provisions
relevant
of Sections 7.
2,
7.
3,
6 and
7.
7.
14
shall
and
obligations
of
Effect of Casualty on
this AKJeeIDenl Except as provided in Seetion 8.
1 or the Ground Lease,this Agreement shall not terminate, be
forfeited or be affected in any manner, by reason of any damage to,or total or
Mortgagee
hereunder. Section 8.
2
partial
destruction
of,
or
untenantability
Project
Takini. If
Premises" described
Site
all
underthe
GroundLease
govern
shall
9.
2 Effect
Section
not
terminate, be forfeited or
of
Takini
in
be
onthis
1 or
Section 9.
Site
or
any part thereof.ARTICLE
10.
RIGHTS OF RECOGNIZED
Notice
and
Ownershall give to
Cure Developer' s Defaults.a)
the Recognized Mortgagee and/or Affiliate Mortgagee a copy of each notice of Default at the same time as it gives
notice of such Default to Developer, and no such notice of Default shall be deemed effective
with respect to any Recognized Mortgagee or Affiliate Mortgagee unless and until a copy thereof shall have been
so received by or refused by such Recognized Mortgagee or Affiliate Mortgagee, as
be sent as set forth
applicable.All such notices to a Recognized Mortgagee or Affiliate Mortgagee shall
a)
in Section 11.4(
of the Ground Lease.Owner shall also give the
in the event Developer fails to cure a
or Affiliate Mortgagee notice Notice
Recognized Mortgagee
(" of Failure to Cure")
Default within the period, if any,provided in this Agreement for such cure, promptly fol owing
Ri~
t to
the
of such period Le.,
( an Event of Default).b) The Recognized Mortgagee
Cure,in the case of
of Failure to
of
Notice
shall have a period of sixty ( 60)days after receipt
the
Default refer ed to in the Notice of Failure to Cure
cure the Event of
(
any Event of Default, to 1)
expiration
time
additional
to be cured, subject to the same
b).
Nothing
the provisions of Section 19.1(contained
herein shall be construed as imposing
or 2)
(
cause it
of
Developer' s part to
performed hereunder with the sameforce and effect as though performed
by Developer. d)
Notwithstanding any other provision of this Agreement,no payment made to Owner by
any Mortgagee shall constitute the Mortgagee' s
be
under the
that such payment was,in fact, due
if a
Notwithstanding the foregoing proVlSIOns of this Section 10.1,
terms of this Agreement. e)
( any reason)to cure any Event of Default by Developer within thirty
Recognized Mortgagee fails for
such Event of Default,then
30)
days following receipt of the Notice of Failure to Cure regarding
perform the obligation of Developer the breach
Owner may,but shall be under no obligation to,
agre ment
of whichgaveriseto
suchEvent
of
Owner. f)
If there is
by
more
exercise
such right.
ARTICLE
NO SUBORDINATION Owner' s
11.
s interest in the
Ground
not be
renewed,
shall
Title
as
Lease
and
Interest
this
Agreement, as
in
the
to a)
( any
subordinate
Mortgage now or hereafter existing, (b)
any
other liens or encum~
ces hereafter affecting Developer' s Interest in the Premises and
Developer' s interest in this Agreement or c)
(
any sublease or any mortgages, liens, or encumbrances
now or hereafter placed on any subtenant' s interest
in the Project Site. Developer' s Interest in
Premises
and
Agr
e
ement
all
rights of Developer hereunder are and shall be subject to the
the
this and
Matters
subject
or
2.
1 to the
Lease.ARTICLE 12.
Ground
MAINTENANCE
AND REPAIR
Section
12.
Maintenance
1 Maintenance ofPrQject Site.a)
and Rqmir. i)
(
and keep and maintain, the Project Site in good and safe
Developer shall take good care of,
order and
condition, and shall make all repairs reasonably necessary to keep the
Developer shall
Site in good and safe order and condition. ii)
not commit, and shall use all reasonable efforts to prevent waste, daroage or injury to the Project
Project ( but subject,
Site,except with respect to the Construction of the
Project
however, to theprovisions
of
Section 12.
a)(
1(
Cleanini ofPrQject Site. Developer shall keep clean and free from rubbish
b)
all areas of the Project Site.
Developer shall promptly rectify any damage or interference
caused by Developer to any improvements, equipment,structures or vegetation outside of the Project
Site which is owned or controlled by Owner or the City. The City or the Owner shall promptly
rectify any damage or interference caused by the City or the Owner to the Project Site.
c)
Other Areas.
12. 2Waste
Section
pOsal. Developer shall dispose of waste from all areas of the Project Site
Di$
accordance with Requirements and in a prompt, sanitary and aesthetically reasonably
in
inoffensive
manner.
ARTICLE
13.
REQUIREMENTS
Section
13.1
Requirements.
and
any Construction Work,
s
Site
and
Developer'
Project
in
compliance
with
Requiremnts.
the
Definition. Requirements"
b)
constitutions, roles, regulations, orders,ordinances, charters, statutes,codes, executive orders and requirements
all Governmental Authorities havingjurisdiction over a Person and/ or the Project Site or any street,
of
avenue or sidewalk comprising a part of, or lying in front of,the Project Site or any vault in, or
under the Project Site in(cluding, without limitation,any of the foregoing relating to handicapped access
road,
HfLDEV
orparking,theBuildingCodeA:\
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CMB\
City and the laws, rules, regulations, orders, ordinances, statutes, codes and requirements of
any applicable Fire Rating Bureau or other body exercising similar functions);
of the
ii)
issued for the
the
requirements of
the
City
of Miami Beach
27, as
31A-
Prevailing Wage
amended;
or other
insurance
property,casualty
Agreement.
ARTICLE 14.DISCHARGE
LIENS Section 14.
OF
b)
Owner shall not create, cause to be
PF &
E.
any lien, encumbrance upon this Agreement,
)
(
created, or suffer or permit to exist i
the Ground Lease or the income therefrom ( except as expressly provided in the Ground Lease),
removed within the
the Project Site, or any part thereof or appurtenance thereto,which is not
Lease,
liens on
(
any lien, encumbrance or charge upon any
required pursuant to Section 14. 2,ii)
any
( ll)
assets of,or funds appropriated to, Developer, or i
other matter or thing whereby Developer'
s Interest in the
time
period
Premises
If
2 Dischatie of Liens.a)
laborer's,vendor's,materialman' s or similar statutory lien including tax
any mechanic' s,
this Agreement)
liens, provided the underlying tax is an obligation of Developer by the Requirements or by a provision of
against the Project Site or any part thereof, or if any public improvement lien
appurtenant thereto might
or
is filed
created,or caused or
assets of,
suffered
Developer
orfunds
appropri
atedto,
to
be
materially
impaired.
Section
14.
against any
vendor'
laborer' s,
30)days after Developer receives notice of the filing of such mechanic' s,
materialman' s or similar statutory lien or public improvement lien,cause it to be discharged
s,
of record by payment,deposit, bond,order of a court of competent jurisdiction or otherwise.
However, Developer shall not be required to discharge any such lien if Developer shall have ( i)
furnished Owner with, at Developer' s option, a cash deposit, bond,letter of credit from an Institutional
Lender in form reasonably satisfactory to Owner) or other security (such as a personal guaranty or
pay the lien
title company indemnity)reasonably satisfactory to Owner, in an amount sufficient to
such lien and
discharge
brought an appropriate proceeding to
with interest and penalties; and ( ii)
despite Developer' s
is prosecuting such proceeding with diligence and continuity;except that if,
efforts to seek discharge of the lien,Owner reasonably believes that a court judgment or order
foreclosing such lien is about to be entered or granted and so notifies Developer,Developer shall,within
business days prior
than three 3
(
)
ten 1(0)days of notice to such effect from Owner (but not later
order of foreclosure), cause such lien to be discharged
to the entry or granting of such judgment or
accordance with Section 18.2
of record or Owner may thereafter discharge the lien in
and look to the security furnisheq-.by Developer for reimbursement of its cost in so
in the case
contrary
contained in this Section 14. 2(
a),
doing.Notwithstanding anything to the
of a public improvement lien which provides for installment payments as a means of satisfying such lien,
Developer shall be required only to pay,on
anything to the
timely basis,all instal ments when due.b)Notwithstanding
vendor'
s,
laborer'
if any mechanic' s, s,
contrary contained in Section 14.2( a),
materiilman'
s or similar statutory lien (including tax liens,provided the underlying tax is an obligation of Owner
by Requirements or by a provision of this Agreement) is filed against the Project Site or any part thereof or
Developer' s Interest in the Premises or Owner' s Interest in the Premises as a result
of any action of Owner, its
officers, employees, representatives or agents, Owner shall, within thirty (30)
laborer' s,vendor' s,materialman' s
days after Owner receives notice of the filing of such mechanic' s,
or similar statutory lien,cause it to be discharged of record by payment, deposit, bond,
order of a court of competent jurisdiction or otherwise. However, Owner shall not be required to discharge
furnished Developer with,at Owner' s option,a cash deposit,
any such lien if Owner shall have (i)
bond,letter of credit from an Institutional Lender (in form reasonably satisfactory to Developer) or
as a personal guaranty or title company indemnity) reasonably satisfactory to Developer,
(
other security such
in an amount suf icient to pay the lien with interest and penalties and (ii)brought
an appropriate proceeding to discharge such lien and is prosecuting such proce ding with diligence and
Developer
despite Owner's efforts to seek discharge of the lien,
continuity; except that if,
or granted
reasonably believes that a court judgment or order foreclosing such lien is about to be entered
effect
from
notice
of
days
( 0)
Developer (but
and so notifies Owner, Owner shall,within ten 1
to such
( business days prior to the entry or granting of such judgment or
not later than three 3)
record or Developer may thereafter
order of foreclosure),cause such lien to be discharged of
discharge the lien in accordance with Section 18.2 and look
to thesecurity
furnished byOwner
reimbursement
for
Section
of
consent or request of
deemed or construed to
implication or otherwise, to
be
express or implied,by
any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing
or repair of,
of any materials for any specific improvement of, alteration to,
the Project Site or
any part thereof. Notice is hereby given,and Developer shall cause all Construction Agreements
to provide, that to the extent enforceable under Florida law,Owner shall not be liable for any
work performed or to be performed at the Project Site or any part thereof for Developer or for any subtenant
or for any materials furnished or to be furnished to the Project Site or any part thereof for any
of the foregoing, and no mechanic' s, laborer' s, vendor' s, materialman' s or other similar statutory
constitute
the
waivers of lien
from
of
Owner,
attach
to or
affect
Owner' s Interest in
the
Premises or any
contractors
or
references
to
the "
Project
ARTICLE 16.
INDEMNIFICATION Section
Site".
such
of Article 20 of the
if the references to the Premises"
"
Article
"
Section 16.2 Governs Aareement. The provisions
were references to the Project
Site".
of this Article shall govern every other provision of this Agreement. The absence of explicit reference
to this Article in any particular provision of this Agreement shall not
20
be
to
construed
of this Article to
expiration
ARTICLE
CERTIFICATES BY OWNER AND
17.
DEVELOPER Upon request for reasonable purposes, either party shall provide a written statement to
Article 27
the requesting party certifying as to the relevant information required pursuant to
of the Ground Lease with respect to this Agreement and the date to which amounts payable
hereunder by either party have
been
RIGHT TO PERFORM THE OTHER
paid.ARTICLE 18.
PARTY'
Perform
Other
Party'
s Obli ations. a)
If
Riaht
to
Owner or the
to
City,
asapplicable.Section 18.2 Dischqe of Liens. a)
If Developer fails to cause
vendor' s,
mechanic' s,
laborer' s,
s
materialman'
or similar statutory lien ( including tax
liens,providing the underlying tax is an obligationof Developer by law or by a provision of this
any
Agreement) to be discharged
discharge
of such lien by
deposit
or by
bonding
proceedings. b) If
Owner
fails
to
Agreement)to be
butshall
notbe
discharged of
to,
obligated
paying the amount claimed to be due or by procming the discharge of such lien by deposit
or by bonding proceedings. If Developer' s Interest in the Premises ( or any portion thereof) is
threatened or a material interest of Developer is impaired, Developer may also, if Owner has not
done so ( or bonded such lien), compel the prosecution of an action for the foreclosure of such lien
by the lienor and the payment of the amount of the judgment in favor of the lienor with interest,costs
either by
and allowances.
3 Reimbursement for Amounts Paid Punmant to
18.
Section
as provided in
received
is
4
to the provisions
of
Assunlption
18.
nor be deemed to
this Article shall not be,
past,
past,
present or future obligations
hereunder. ARTICLE 19.
OF
EVENTS
events
" of Default"hereunder: a)
an Event
shall be an Event
under
the Ground
Leasewhich
results
ina
termination
thereof;
of
Default
b)
that
if
same; c)
to the extent permit ed by law, if
debts as
pay
its
unabl
e
to
is
it
generally
remedy
the
such
become due; d)
to
Developer
admits, in writing,
of creditors; e)
to
such
filing
to the extent
or other action;f)
permitted
within
law,
if,
a proceeding
by
any
stay, such appointment has not been vacated; g)if a levy under execution
amount of One Hundred Twenty- Five Thousand
or attachment in an aggregate
Dollars ($125,000) as
( adjusted for inflation in accordance with the Ground Lease) at anyone time is made
such
against theProjectSiteorany
part
thereof
appertaining thereto ( except for a levy made in connection with actions taken by Owner (other than
holding Owner's Interest in the Premises)), or this Agreement and such execution or attachment is
not vacated or removed by court order, bonding or otherwise within a period of sixty (
60)
days,subject to Unavoidable Delays after such levy or
h)if a
or
i)
a
Development
Use,
and Easement Agreement among Developer,Jefferson Plaza Ltd.,a Florida limited partnership, the
City and Owner dated
October 21,
1997 which continues beyond any
applicable cure period. In the event of a Default
the
passageof
time
wou; ld
which
constitute an.
Event
of
Access,
Default,Owner'
state with specificity the provision of this Agreement under which the Default is claimed, the nature and
character of such Default,the facts giving rise to such Default, the date by which such Default must
be cured pursuant to this Agreement, if applicable, and,if applicable, that the failure of Developer to
cure such Default by the date set forth in such notice will result in Owner having the right to
terminate this Agreement. With respect only to Development Disputes, Owner' s allegation of a Default shall
be subject to expedited arbitration in accordance with the
provisions of Article 22,
period provided in
provided Tenant shall initiate any such arbitration within the applicable grace
Section 19.1 or within ten 10)(
business days after receipt of Owner' s notice if
has determined
that an
Default
accept performance with the same force and effect as though performed by Developer;
provided, however,all cure periods provided to Guarantor shall
shall
run concurrently
withthecureperiods
to
provided
2
19.
Section
of
enforce performance or
to a)
(
recover damages for breach
(
this Agre ment, or b)
elect
in
Section 19. 3(
Agreement
a).
Section
toSection 19.3(
pursuant
19.
EJq)
of
Aareement. a)
If an Event of Default
occurs
Premises
and possession
shall quit and sur ender Developer' s Interest in the
3(
in
Section
19.
provided
as
Agreement
If this
thereof. b)
a),
Owner
is terminated
immediately
in
the
summary proceedings,
by
such
possession,
in
bankruptcy
Default
condition
this Agreement
proceedings
or Event of
or complied
party,shall be waived,altered or modified except by a written instrument executed by the other party. No
waiver of any Default or Event of Default shall affect or alter this Agreement, but
each and every covenant, agreement, term and condition of this Agreement shall continue in full
to any other then existing or subsequent Default. Developer' s compliance with any request
and effect with
force
or demand made by
not bedeemedawaiver
respect
Owner
shall
Developer'
of
19.5 Ria- ht to
Section
EtVoin Defaults. With respect to Development Disputes and all other disputes, in the event of
Developer' s Default or an Event of Default, Owner shall be entitled to seek to enjoin the Default or
Event of Default and shall have the right to invoke any rights and remedies allowed at law or in equity
or by statute or otherwise, except to the extent Owner's remedies are expressly limited by the
respect to Development Disputes and all other disputes, in the event of any default
by Owner of any term, covenant or condition under this Agreement, Developer shall be entitled to
seek to enjoin the default and shall have the right to invoke any rights and remedies allowed at law
or in equity or by statute or otherwise, except to the extent Developer' s remedies are expressly
limited by the terms hereof. Each right and remedy of Owner and Developer provided for in
this Agreement shall be cumulative and shall be in addition to every other right or remedy provided for
in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, except
to the extent Owner' s remedies and Developer' s remedies are expressly limited by the terms
hereof, and the exercise or beginning of the exercise by Owner or Developer of anyone or more of the
rights or remedies provided for in this Agreement or now or hereafter existing at law or in equity or
by statute or otherwise shall not preclude the simultaneous or later exercise by Owner or Developer of
any or all other rights or remedies provided for in this Agreement or now or hereafter existing at law
or in equity or by statute or otherwise, except to theextent Owner' s remedies and Developer'
s remedies are expressly limited by the
terms hereof.With
hereof.Section
terms
6 Remedies under
19.
for
the
by
terms hereof). Section 19.7 Irnwection. Without in any way limiting Article 4 hereof,
shall have the right, upon twenty- four (
24)hours prior notice to
Owner and its representatives
Developer, to enter upon the Project Site to conduct inspections for the purpose of determining whether
or an Event of Default has occurred, provided that Owner shall be
a Default
unreasonably interferewith
theConstruction
of the
and
Project. A:\
not
Developer agrees to make a representative of Developer available to accompany Owner on any such
inspection.
ARTICLE
NOTICES,CONSENTS AND
20.
Section 20.1 Service of Notices
APPROVALS
Other
Communications.
writing w
( hether or not
as
Florida3 131
Attention: R.
Donahue
Corporation
Washington, DC
20037Attention:
S.
P.
Newell,
Executive
Vice
Suite 606
2600 Virginia Avenue, No.,
and to:
Holland &
Knight LLP
Thirtieth Floor
701 Brickell
Avenue Miami,
Florida 33131 Attention: Stuart
Hoffman, Esq. if
K.
to Owner:Miami Beach
Redevelopment Agency
Executive Director 1700
Convention Center Drive
Miami
Beach,
Florida 33139
with a
copy to:
Miami Beach
Redevelopment Agency General
Convention
Center Drive
City Attorney
1700
Convention Center
Miami
Drive
Beach,Florida 33139
and with
Minsker 1401
a copy to: Bloom &
Brickell Avenue,
Miami,
Suite700
33131
Florida
such
actually
request.
on either party'
at Developer' s request,
and (y)
20. 1,x)
(
therefor
in this Agreement
as provided in the preceding
Notice shall mean the effective date,
thereof. c)
References. All references
recipient
of
to the date"
"
b).
Section 20.
subsection (
2
or Failure to
Grant Approvals
Agreement shall,as a
approvals
in wrlWtg. The granting by a party of any consent to or approval of any
act requiring consent or approval under the terms of this Agreement, or the failure on the part of a party to
object to any such action taken without the required consent or approval~shall not be deemed a
waiver by the party whose consent was required of its right to require such consent or approval
under this
with specificity
its
for
FAILURE TO RESPOND
approved, as the case may be:
TO THIS REQUEST WITHIN THE TIME PERIOD
PROVIDED IN THE HOTEL DEVELOPMENT AGREEMENT BETWEEN
MIAMI BEACH REDEVELOPMENT AGENCY AND RDP ROYAL
PALM HOTEL LIMITED PARTNERSHIP SHALL CONSTITUTE AUTOMATIC
DESCRIBED
HEREIN WITH
SECTION] OF
SUCHHOTEL
DEVELOPMENTAGREEMENT."
JNM\
A:\
RESPECT
TO
request or
(
second request), as applicable. ill)Owner hereby agrees, for so long as
hereunder,.that,subject to Requirements, the
"~,
the City shall be the r"
or
appl
icable, shall be authorized to grant
as
City
or
the
Manager,
the Agency
such
Agency
the
Executive Director of
consents orapprovals on
2.
behalf
of
City,
as applicable,
with respect
to Section
c)
and Article 3 and Article 7 of this Agreement.iv)
provisions of this Subsection shall not be construed to modify or otherwise affect a party' s right
litigate, as applicable, the failure of a party to act reasonably in granting or denying a
1(
The foregoing
to arbitrate or
stich right
to arbi1rate or litigate,
damages
Except
as
its proprietary,
charging
capacityfrom
governmental
on
fees
3 Notice of
20.
Section
Detailed
including without
Articles
limitation
Copies of the Detailed Plans shall be submitted
a)
4 and 20):
3,
Owner pursuant
to
Owner' s Consultant b)Copies of all Notices
to Sections 3,4 and 5 of this Agreement ( whether or not such Notice includes
Detailed
solely
to
Plans)
shall be distributed to
s Consultant. ARTICLE 21.FINANCIAL
Owner'
Developer shall
AND RECORDS Section 21.1 Books and Records: Audit Riihts.a)
of Developer' s
at all times during the Tenn keep and maintain ( separate from any
REPORTS
other books,records and accounts),accurate and complete records pertaining to the construction of the
Hotel and such other matters referenced in this Agreement, in accordance with the Accounting Principles
with such exceptions as may be provided for in this Agreement. Owner and its
representatives shall have, during normal business hours and upon reasonable advance notice, access to the books and
to
examination
books
years.c)
The
of this Agreement for a period of seven (7)
right of Owner to audit the books and records of Developer pertaining to the
regarding the Construction Work,shall be governed by the provisions
Hotel, including, without limitation, the books of account
Lease as if such books and records were specifically described
of Article 28 of the Ground
'' and records" described in
in such
Article 28 as being part of the books
the
expiration
such
Article 28;
provided,however,
copying of
all
ARTICLE
22.
22.1
Section
ARBITRATION
E~
ited
ArbitrationofDevelo.
the
Development
the right
Developer and Owner shall have
resolve such Development Dispute. c)
to make one 1)
written submission to the Development Arbitrator prior to any Hearing. Such
(
other party not later than two (
submission shall be received by the Development Arbitrator and the
2) business days prior to the Hearing Date. The parties agree that no discovery ( as
the term is commonly construed in litigation proceedings)will be needed and agree that neither
party nor the Development Arbitrator shall have discovery
to
in
the
inconsistent with the CPR Rules and this Section 22. 1.e)
The Hearings shall be held in a location selected by the Development
of
Arbitrator in Dade County,Florida. Provided the Development Arbitrator is accompanied by representatives
both Developer and Owner, the Development Arbitrator may,at its option, visit the work
extent
not
site
material with
to
regardto, ormaterially
inconsistent
with,
3.
1 or 3. 2,
Specifications or the Plans or Specifications pursuant to Semon
respectively, or ii)
( in the case of a Dispute concerning whether Owner has unreasonably failed or has
change order under
not been given the opportunity to approve or consent to a
account,
into
take
shall
De
v
e
l
o
p
m
e
n
t
5(
b),
Section 3.
in determining whether
the
Arbitrator
described
in Section 3.
Owner has acted unreasonably in failing to grant an approval
or consent as
is subject
change
order
whether
the
c),
or in determining
b)
7(
or Section 3. 7(
to
Owner'
he
d),
7(
3.
such
relevant which are not inconsistent with this Agreement (including
s approval or consent
deems
following factors: 1.
The
under Section
factors as
in
extent
or pursuant to Section
first class hotel at
Specif cations
b).
2.The Hotel shall be a
3. 5(
~ in the,
a quality compatible with the quality forth
original approved
Plans
and
Preliminary
no
event later
but in
Applicability of
than the Completion Deadline. s.
applicable.
inconsistency from
or not
3. 2(
Devlopment
The decision of
any other or dif erent relief.i)
binding on the parties for all purposes
completion
of
Section
parties,
other
than a
Development
Dispute,shall
be
fullyand
subject
investigation,
audit
directly
or
ARTICLE
25.
HAZARDOUS
MATERIALS
S~
on 25.
the Premises"
"
were references
in
such Article 35 to
" Tenant"
Owner",
"
and
to Owner, Developer
the
and
Project
survive
the
expiration
sooner termination of
or
ARTICLE
this Agreement.. .
governed by,and construed in accordance with, the laws of the State of Florida, both
substantive and remedial, without regard to principles of conflict of laws.The exclusive venue for any
litigation arising out of this Agreement shall be Dade County, Florida,if in state court, and the U.S.
District Court,Southern District of Florida,if in federal court. The exclusive venue for any expedited
arbitration
arising
of
out
this
Agreementshall
a)
Oij)
tions. The captions
no way define, limit or
the scopeor
in
any
intentofthis
of
describe
or
Agreement
for
the purpose of
convenience
in
of reference
c)
Developer.
any reference to Owner or Developer shall be deemed to include any individual Owner or Developer,
Developer
or Developer.
Owner
Owner' s and
d)
in this
Agreement or
in the
parties' acts or omissions in connection herewith shall be deemed in any manner to waive,
impair, limit or otherwise affect the authority of the Owner or City in the discharge of its police or
governmental power.
Reference to "herein". "heretmder". etc. All references in this
e)
distinguished
from the
paragraph, Section
or
import
shall refer to
Agreement to
this Agreement, as
f) Reference to " Approval" or " Consent". etc. All references in this Agreement
to the terms " approval", " consent" and words of similar import shall mean ''reasonable written
approval" or " reasonable written consent" except where specifically provided otherwise.
26. 3Entire
J.
AlP' eeIl'
Section
ent..
etc.a)
Entire
A~
ement.This Agreement, together with the
together
shall
represent
one
of
written instrument of change,modification, alteration, waiver or termination executed by Owner and
Developer. No waiver of any Default or default shall affect or alter this Agreement, but each and
every covenant, agreement, term and condition of this Agreement shall continue in full force and effect
with respect to any other then existing or subsequent Default or
default thereof.
A:\
JNM\
EX2(
CMB\HllDEVA.
EXECUT1ON.
c)
this Agreement or otherwise, and whether or not consented to by Owner, shall be deemed to modify
this Agreement in any respect, and in the event of an inconsistency or conflict between this Agreement
4 Invalidity of Certain
Provisions. If any provision of this Agreement or the application thereof to any Person or
any extent, finally determined by a court of competent jurisdiction to be invalid
and unenforceable, the remainder of this Agreement, and the application of such provision to
circumstances
Persons
is, to
those
as
be affected thereby and each term and provision of this Agreement shall be valid and enforceable to
the fullest
law.
extent permit ed by
S~
on 26.
of
Sole Cost
either
party
exercises
any
of
26.6
hereunder,
do so at
its
sole
cost
andexpense. Section26.
7 Reco~
zed Mortaa& ee Char. ies and Fees. Developer shall pay any and all fees,
charges and expenses owing to a Recognized Mortgagee in connection with any services rendered by it
as a depositary
pursuant
provisions of
thisAgreement.
to the
Section26.
8
Intentionally
Section
26.
9
Successors
and AssilPls. The agreements, terms, covenants and conditions herein shall be binding upon,and
inure to the benefit of,Owner and Developer, and, except as otherwise provided herein,
their respective successors and permit ed assigns. If,
while Agency is the Owner hereunder, the Agency
shall
cease to exist, the City, by its signature hereto,hereby agrees to be bound with respect to all of
Ground
from
other
conditionof
the
of the Owner and the members of any other governing body of Owner) or employees, as such,
of the Owner or Developer, or of any successor corporation, or any of them, under
or by reason of the obligations, covenants or agreements contained in this Agreement or
implied therefrom; and, except as otherwise provided in Article 15 and in the Completion Guarantee of
, at common law or in equity or by constitution
even date herewith,that any and all such personal liability either
and any and all such rights and claims against,
or statute,of,
every such incorporator, stockholder, officer,director, elected or appointed officials including, without limitation, the Chairman
and Members of the Owner and the members of any other governing body of Owner) or employee,
as such, or under or by reason of the obligations,covenants or agreements contained
in this Agreement or implied therefrom are expressly waived and released as a condition of,
and as
aconsideration
for,the
of
execution
13 Nonliability of Officials
26.
Section
in Article 15,
no member,official or employee
and Employees. Except as otherwise provided
personal
l
y
or
shall
to
Developer,
or any successor in interest, in
the
be
Owner
City
liable
the
the event of any default or breach by the Owner or for any amount or obligation which may become
due to the Developer or successor under the terms of this Agreement; and,except as
otherwise
provided in Article 15,any and all such personal liability, either at common law or in
equity or by constitution or statute, of,and any and all such rights and claims against, every such Person,
under or by reason of the obligations, covenants or agreements contained in this Agreement
and as a consideration for,
or implied therefrom are expressly waived and released as a condition of,
the
of
the
of this
execution
pursuant to this Agre ment. The parties hereby acknowledge that it is not their
venturet,enancyin-common, joint
between themselvesa
partnership, joint
intention to
tenancy, co- ownership or agency relationship for the purpose of developing the Hotel, or
for any other purpose whatsoever. Accordingly, notwithstanding " any expres ions or provisions contained
herein, nothing in this Agreement, the Ground Lease or the other documents executed by the parties with
respect to the Hotel shall be construed or deemed to create, or to express an intent to
in-common, joint tenancy, co-ownership or agency relationship
create, a partnership, joint venture,tenancyof any kind or nature whatsoever between the parties
hereto. The provisions of this
Section
create
26.
14 shall
shall be
deemed to
extend to the next Business Day. Section 26.16 No Third Party Ripts.Nothing in
this Agreement, express or implied,shall confer upon any Person, other than the parties hereto and
their respective successors and assigns, any rights or remedies under or by reason of this
Agre ment; provided, however, that a Recognized Mortgagee or its Designee (as such term is defined
Ground Lease)shall
be thirdparty
beneficiarieshereunderto
extent
the
in the
Section
26.17 No
Conflict oflnterest. Developer represents and warrants that, to the best of its actual knowledge,
no member, official or employee of Owner or the City has any direct or indirect financial interest
in this Agreement nor bas participated in any decision relating to this Agreement that is prohibited
Developer represents and warrants that, to the best of its knowledge, no officer,agent,
by law.
employee or representative of the City or Owner has received any payment or other consideration for
the making of this Agreement, directly or indirectly, from Developer. Developer represents and
warrants that it has not been paid or given, and will not payor give, any third person any money
or other consideration for obtaining this Agreement, other than normal costs of conducting business
and costs of professional services such as architects, engineers, and attorneys.Developer
acknowledges that Owner is relying upon the foregoing representations and warranties in entering into
this Agreement and would not enter into this Agreement absent
the
bound,have executed
this A
t as
of
Owner and
Developer, intending
to be
legally
BEACH
MIAMI
FPMFNr
Chairman
SEAL]
r::
7t.
By:~~ ~~
Kasdin,
Robert
Parcher, Secretary RDP ROYAL
PALM HOTEL
LIMITED PARlNERSInP, a Florida
limited
S-4-
98 53
1JtI1d/~
opment
Agency
Counsel
General
EXECtmON.
4 herein.
S- 498
6.
2)\
OF~
BEAiL
tt;/
Neisen
Mayor ATTEST:
O.~
By:~
J--
f~
Robert Parcher,
IIJltwy& E~
54
AS
EX2(
A.
APPROVED
FORM&
TO
LANGUAGEFOR
Exhibit A
LAND
RP LAND
The South
12. 65 feet m(easured along the lot line) of
Lots 7 and
6 and 15 and the North 10.7
14,
all of Lots
feet (
measured
along the
lot line)
of Lots 5 and 16,
all in
Block 56,of FISHER' S FIRST SUBDMSION OF ALTON
BEACH, according
to the plat thereof,
at Page 77,of the Public Records of
as recorded in Plat Book 2,
Dade County, Florida, together with that certain parcel of land lying East and adjacent
to the above described parcel; said parcel bounded on the South by the
South line of the above described parcel extended Easterly; bounded on the North by
the North line of the above described parcel extended Easterly; bounded on the East "by
the Erosion Control Line of the Atlantic Ocean and
bounded on
East
56. Alllands
describedabove
located,lyingand
being
in
bounded
on
the
COMPLETION GUARANTEE
This COMPLETION GUARANTEE ( the " Guarantee") is made
DONAHUE
1998, by R.
day of
PEEBLES, a resident of Dade County,
as
of the _
A.
The Agency
RDP Royal Palm Hotel Limited Partnership, a Florida limited partnership, as Tenant,pursuant to
which Developer h(ereinafter defined) has agreed to lease the Land ( as defined in the Ground Lease)
on which
theRotel (
constructed.
B.The Agency is
Developer.
the "
be
Hotel Development
to
develop,
furnish
and
equi
p
the
Hotel
in
accordance with
required
construct,
Owner
the
or
under Section
irrevocably, continuously and unconditionally, guarantees to the Agency and the City the
performance of the obligations of Developer to Finally Complete the Project (as hereinafter defined
in this Section
2)by the Completion Deadline.Notwithstanding anything to the contrary
contained in this Guarantee or the Hotel Development Agreement, the Project shall be deemed "
Finally Complete" for the purpose of this Guarantee if ( i)
the Project shall have been finally completed
in accordance with the Plans and Specifications, as certified by the Architect, and ( ii)all of
the Improvements in the Project shall have been issued Final COs (as such term is defined in the
Ground Lease);provided, however, that to the extent the reason such Final COs shall not have been
issued is due to the Owner' s failure to substantially complete the Garage Project, which includes, but is
not limited to,the issuance by the applicable governmental authority of a temporary certificate
of occupancy or completion or a certificate of occupancy or completion for the Garage Project so
that Owner can occupy and use the Garage Project for its intended purpose and provide Developer
with the Easement
"" for the number of Parking
" Spaces" in the "Facility," (as such terms are
defined in that certain Garage Easement Agreement dated as of the date hereof between Owner
Tenant is entitled pursuant to the Garage Easement Agreement, then
and Developer), to which th~
this clause ( ii)"
shall be deemed satisfied. The obligations being guaranteed by Guarantor pursuant to
this
Section 2,
are hereinafter collectively referred to as the "
Completion Obligation". 3.
If the Completion Obligation is not performed by Developer
by the Completion Deadline, then,upon demand of the Agency or the City,Guarantor shall
perform the Completion Obligation in accordance with this Guarantee. The Agency and the City agree
to accept performance by the Guarantor of all or any of the covenants,conditions or agreements on the
Developer' s
same
force
and
released, compromised, settled or in any other way altered, and ( ii) no amendment or modification
to the Hotel Development Agreement which increases the
liability of Developer thereunder shall be
made without the express consent of the Guarantor.
Except as otherwise expressly set forth in
Section 2 and the last sentence
6.
of Section 5 of this Guarantee, the obligations of Guarantor under this Guarantee
shall be unconditional, absolute, continuing and irrevocable, irrespective of
the genuineness,
regul
a
ri
t
y
or
enforceability
Hotel
validity,
of the Development Agreement or any security which may
have been given therefor or in connection therewith or any other circumstances which might
otherwise constitute a legal or equitable discharge of a surety or guarantor. This Guarantee and the
obligations of the Guarantor hereunder shall not be affected, impaired,
modified or released by reason
of a)
(
the making by Developer, any Affiliate of Developer or Guarantor of any assignment for
the benefit of creditors or the bankruptcy or insolvency of Developer,
any Affiliate of Developer
or Guarantor, (b)
any action taken by Developer, any Affiliate of Developer or Guarantor in
bankruptcy or insolvenC)' proceeding, including, without limitation, disaffirmance of
any
( any default by Developer under
the Hotel Development Agreement or the Ground Lease, c)
the Hotel Development Agreement or the Ground Lease,d)
( the liquidation or dissolution of Developer,
Affiliate
of
Dev
e
l
o
per
e)
any
change
in or termination of the Guarantor' s
any
or Guarantor , (
( the enforcement by the Agency or the City of any of its rights
ownership interest in Developer, f)
Hotel
Devel
o
pment
Agreement
or the Ground Lease, or (
under the
the sale, conveyance,
g)
transfer or assignment by Developer of all or any portion of its interest under the Hotel Development
Agreement or the Ground Lease;it being agreed that in the event of any of
the foregoing, the liability
of the Guarantor hereunder shall continue hereunder as if such event had not occurred.
Guarantor understands that the Hotel may.be refinanced from time to time and agrees that such refinancings shall
not affect his obligations hereunder, regardless of the amount
Except as otherwise expressly
set forth in Section 2 and
of such refinancings. 7.
5
of
this
Guarantee,
the liability of Guarantor under this
Section
Guarantee shall be primary,direct and immediate, and not conditional or contingent upon pursuit by the Agency
or the City of any remedies Guarantor may have against Developer or any other Person
with respect to the Hotel Development Agreement, any of the Project Agreements ( as such term is defined
in the Ground Lease),
or any other agreement,whether pursuant to the terms thereof or by law
pursuant
any
other
security agreement or guaranty.Guarantor and the Agency each
or
to
acknowledge and agree that this Guarantee is a guarantee of performance in respect of the
Completion Obligation. Anyone or more successive or concurrent actions may
be brought hereon against
Guarantor with respect to the Completion Obligation, either in the same action or proceeding, if any,
brought against Developer or any other Person, or in separate actions as often as the Agency or the City,
in its sole discretion, may deem advisable. Guarantor may be joined in any action against
Developer in connection with the Hotel Development Agreement solely with respect to the
Completion Obligation.With respect to the Completion Obligation,recovery may be had against Guarantor in
such action or in any independent action against Guarantor without the Agency or the City first
pursuing or exhausting any remedy or claim against Developer or any other Person, as the case may
be,or their respective successors or assigns. Until termination of this Guarantee in accordance
developer under the Hotel Development Agreement,of its interest under the Hotel
any subsequent
Development Agreement or (ii) any assignment or transfer by Developer, or any subsequent tenant
or
under the Ground Lease, of its interest under the Ground Lease.
8. (
Except as otherwise
a)
hereby expressly
indulgences under the
waives: (
Hotel Development
Agreement
or the Ground
Lease; ( d)
demand for
observance
or the
demands
b)
WAIVER OF JURY TRIAL. BY TIm EXECUTION HEREOF, THE
THAT:
i)
NEITHER GUARANTOR, NOR ANY ASSIGNEE,SUCCESSOR, HEIR,
OR LEGAL REPRESENTATIVE OF ANY OF TIm SAME SHALL SEEK A JURY TRIAL IN
ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LmOATION
PROCEDURE ARISING FROM OR BASED UPON lHIS GUARANTY OR ANY OF THE
ii)
NEITHER GUARANTOR, NOR THE AGENCY OR THE CITY WILL
SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN
WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN OR CANNOT
HERETO;
BE
Hi)THE PROVISIONS OF THIS PARAGRAPHHA VB BEEN FULL
Y NEGOTIATED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL HAVE
NO EXCEPTIONS. THE PARTIES HEREBY ACKNOWLEDGE mAT THEYHA VB EACH
WAIVED;
IN ALL
TInS PROVISION IS A MATERIAL INDUCEMENT FOR THE
AND v)
AGENCY TO ENTER INTO THE GROUND LEASE AND THE HOTEL
INSTANCES;
or
with the
of Guarantor hereunder, and Guarantor shall not enforce any remedy which
Guarantor now or hereafter shall have against Developer by reason of anyone or more payments or
acts
obligations
of performance in
of the
compliance
with the
obligations
whereupon Guarantor
10.No setoff,
counterclaim or crossclaim,reduction or diminution of
an obligation or
any defense of any kind or nature (other than performance of the Completion Obligation) shall
be available to Guarantor in any action or proceeding brought by Owner to enforce
the
Completion Obligation; provided, however, that the foregoing shall not be deemed a waiver of the right
of Guarantor to assert any compulsory counterclaim arising from a claim brought by Owner
hereunder, nor
shall
whatsoever, of
Guarantor'
s right to assert any claim which constiutes a defense, setoff,counterclaim or crossclaim of any
nature whatsoever against Owner in any separate action or proceeding. Guarantor agree that if
at any
time all or any'.part of any amounts at any time received by the Agency or
City
the
from
Developer, Guarantor, any Affiliate of Developer or Guarantor, or any other Person, as the case may be,for
or with respect to the Completion Obligations are or must be rescinded or
returned by the Agency
by reason of any judgment or decree
of any court having jurisdiction ( including, without limitation,
by reason of the
insolvency, bankruptcy or reorganization of Developer, Guarantor, any Affiliate
of Developer or Guarantor, or any other Person),then Guarantor' s obligations hereunder shall, to
the
extent of the_
amount
existence
notwithstanding
guaranteed hereunder
which was
continue to
rescinded
or restored, be
by
to have continued in
City
and the obligation
the
deemed
or
as
Agency
or
beef e ti.
reinstated,
the
the termination
hereof. 11.The rights and remedies afforded
cumulative
or remedy. 12.
If any provision
other
this
or
any
the
Agency
or
City
under the Ground Lease and in accordance with the terms thereof, and shall
the
the
be binding solely upon Guarantor, his successors, assigns, heirs,administrators and
personal
Agency
with the
Agency
be modified
the parties
hereto.
1~:
In order o
.induce
~
executed by
all of
into this Guarantee, Guarantor representS and warrants to the Agency and the City that as
of
constitutes a
valid and
binding
law
or
ii)
equity);
Guarantor' s execution and performance of this Guarantee
will
which
not
result
breach
Guarantor is
general
of
in a
bound;
partner
not
be
rendered insolvent
by
receipt or (ill) a recognized national courier service, addressed as follows (or to such other addresses
as a party may direct by a Notice to the other party hereto; provided, however, that the number of
parties to receive such Notice, together with copies thereof, shall not be increased):
if to Guarantor:
R.Donahue Peebles
100 S. E.
Second
Street
Suite 4650
Miami, FL 33131 with
copy to:
Holland Knight
&,
LLP 701
Brickell Avenue
30th
Attn:Stuart K.Hoffinan,
Floor Miami,
Esq.if
FL 33131
to the
Agency:Miami Beach
Redevelopment Agency
1700 Convention Center
Drive 4th Floor
Miami
Beach,
Florida 3313.
9 Attn:Executive
Director
with a copies
to:Miami
1700
Drive
4th
Floor
Miami Beach,
FL
33139 Attn:
General
700
Minsker 1401
Counsel and Bloom &,
of Miami
with
copies to:
33139 Attn:
City
Attorney
and
Bloom Minsker
&
1401
Brickell Avenue
Suite
be effective on the
date
thereof is
date
shall
actually
receipt
therefor
delivery
acceptance
t:
he terms and provisions hereof.19.This Guarantee shall terminate, and Guarantor
released from any and all further oblig~tions and liabilities hereunder, at the earlier
be
time as the Completion Obligation h8s been performed ( except as
of a)such(
in Section 9 or Section 10 hereof),or b)
such time as neither the Agency nor the City
own the fee simple title to the Land. 20.From
and
after
the
otherwise
provided
statements
location
business
that time is of
the essence in
of
in
a)
the
or
Section
or
hereof;
c)
death,insolvency, business failure,appointment of a receiver of any part of the
assignment for the benefit of creditors by,or the commencement of any proceeding under
of,
any State or Federal bankruptcy or insolvency laws by or against Guarantor;
property
upon entry of any monetary judgment or the assessmentand/ or filing of any tax
d)
lien,and/ or the issuance of any writ or garnishment or attachment against any property of,
debts due
or
seize
moneys
or
50,
000.Notwithstanding anything to the contrary contained herein, in the event of
any default described in
subsections ( b),
c) (or d)
(
of
this Section 22,
the Guarantor and/
or
the Developer shall have the right to cure any default under such subsections by delivering to the Agency
and the
City within fifteen (15)calendar days of the receipt of written notice of such default
from the Agency or the City,a substitute completion guarantee (the "Substitute Guarantee") from
a person or business entity having a minimum net worth at least equal to the net worth of the Guarantor as
of the date of this Completion' Guarantee. Such Substitute Guarantee shall contain the
same provisions as this Completion Ouaranty and shall be modified only insofar as may be necessary in
the event that the guarantor thereunder is a business entity,such as a corporation,
partnership or limited liability partnership. The acceptance of such Substitute Guaranty shall be in the
reasonable discretion of the
Agency
law
between
and the City. 23.The Agency and the City may avail themselves of all remedies at
or in equity
by
the
party to be charged thereby, and expressly approved in writing by a duly authorized officer
of
the
Agency or
PEEBLES, a
first above
written.R DONAHUE
STATE OF FLORIDA
55:
COUNTY OF
DADE On
day
the _
day of 1998.NOTARY
,
PUBLIC,
STATE OF FLORIDA
My
commission
expires:
A.ftOUVL....
EXHIBIT
3.
PRELIMINARY
a)
1(
PLANS
-
Al.07
08 A1.09
A1.
041.10 Al.
11 A1.
12 A1. 13 A1.14A1. 15 A1.
16
NOTE:
L
YltS1)
L
s1)
DRAYNlGS
All.
ARE
UNLESS
e
A SEP
AFlER 8-
SURVEY 80UNDARY
CIVIL 0-
Silt
ARA It
2597
SlIRI,(
Y
01ClW, DEMaJTTai
PlAN
ROYAL
PALW IIECHANICAL
FLOOR PLAN SHlmCREST ElEVATOR
IIACHINE
RDOIIROYALPALW
ELEVATOR
ROOIIS-HORECREST
MACHINE
LEI,(L ROOF
PALW A2.
11 PARKING
A2.12
PARIONGLEI,(
1.2.
L
GROUND
LEVEL1.
ROYAL
AS
LEVE1.
PACKAGE
13
2.
LE\
16
2.
C01
18
GRAll NG " DRAINAGE
PLAN
Dl SHORECREST
DEMClJTTai FLOOR
PlANS SCD2
SHORECMST
0EIla.
J11ON
ELEVA
liONS
SC
HPl SHORECREST
FLOOR PLAN
SC
HP2
SHORECREST
IN1ERlOR
ELEVA
liONS SC
HP-
3 SHORECRESTEXTERIOR ELEVAlIONS SC
HP- 4SHORECREST REFLECltD . CEIUNG PLAN
LIFE SAFETY ..LSC- O LSC3
l LSC- 2 LSCLSC-4 LSC-5 LSC6
LSC-7 LSC- 8
LSC9 LSC-l0 LSC- l1
LSC- 12LSC- 13 LSC14 LSC- 15 LSC-16
19
LSC- 17LSC- 1S LSCPRARAMElERS
GENERAL Uf' E SAfETY
P
A
R
K
I
N
G
PARKING
LEI,(L FLOOR
PlAN(EST)
\
LEVEL
flOOR
PlAN( EAST) GROUND LEVEL
FLOOR PLAN( WES1)
LEVEL FLOOR PLAN( EAST) SECOND
L FLOOR
PLAN~\\[
ST)
LEI,(
PLAN
SECOND me.FLOOR
EAST)THIRD LEI,( L FLOOR
THIRD
LEVEL
PLAN( 51)
FOURTH LEI,(
FLOOR
PLAN(EAST)
2.19
1.
FOURTH
1.
AFTH
LEVEL
SIXTH
2.
LEVEL
25 ~
01
A1.
02
A1.
03
A1.
04
A1.
05
A1.
06
PARlIAl
AFTH
LEVEL FRANING
PLAN
PARl1Al
FIFTH
LEVEl FRANING
PLAN SIXTH LEI,(
L
FRAMINGPLAN ROYAl PAUl
SIXTH LEVEL
FRAMINGPLAN SHORECREST
SEVENTHLEVEL
FRAIING PLANROYAl
FOURTH LEVE1.
2.
20
LEI,(L
2.
21
LEI,(L
1.
2.
22 Af1lI
A2.23
LEVEL 1.
24 SIXTH
1.
2.
lH LEVEL
A2.26
5E' t{
lENTH LEVEL 1.
32 lENTHLEI,(
1.
2.
33
LE\'
EL A2.34
EL A2.
LE\'
SllCTEENTH LEI,(
L
2.
36 SllCTEENTH LE\'
A2.37
LEVEL( 17)
A2.38 MECHANICAl. LEVEL(
ELEVENTH
35
1.
EL
MECHANICAl.
GARDEN
A5.
CROSS
A
SEClION AA5. 20
CROSS
SEClION D-
AS.21
FF
1.
A2. 31
2.
ELEVENTH
SOUTH
YES
21
CROSS
SEC110N
E-
A5.
1.
18
ROOF
SCHEDULE
A4.
DOOR
DOOR
09
A4.
A4.
4.
A4.
01
liONS
03
NORTH
SOUTH
l0
WEST
PAUl
A5.
E/
PlAN
17j
SUI
20
AS.
27EIGHTH LE\fi.
2.
28
LEI,(
L
29 NINTH LEVE1.
30 NINTHLEVEL
2.
NORTH
SHORECREST
18
SHORECREST
19
CROS SEClION
2.
1.
EIGHTH
A2.
1.
SCHEDULE
PLAN PARlIAl
THIRD LEVEL FRAMING PLAN PARlIAl
FOURTH
FRANING
LEVEL
PLAN P"
ARlIAl FOURlH
LEVEL
FRANING
PLAN
1HlRO
SOUTHROYAL
PAUl
16 NOR
GARDEN SUITES A5.
AS.
SOUTH
5.
17
LEVEL 1.
L
M.
AND
SPECIFICATIONS AO.
01
AO.
l0
A1.
14
GROUNDLEVEL
A2. 15SECOtIl
fi.
A2.
SECOND LEVE1.
17
LEI,(
L
1.
2.
1HlRO
LEVEL1.
AS.
TH
NlH
GROUND
FRAMING
15
FLOOR PLAN(
FOURTH
LEVELFLOOR
PLAN( EAS1)
FIFTH LEI,(
FLOOR
PLAN(llt:
FIFTH LEI,(
PLAN(
L
FLOOR
EAST) SIXTEENTH
LEVEL FLOOR
PLANIYltS1)
SIXTEENTHLEVE1.
FLOOR
PLANEAST)
I ECHANICAlFLOOR
.
PLAN -
A6. 21DETAILS
24
046.22 DETAIlS A6. 23DETAILS A6.
A7.10
DETAIlS A6.25 DETAILS
STAIR
DETAILS A7.11
STAIR ~
NPES A8.
DETAILS A8.01 WAlL
WAlL
WALL
NPES
A8.
03
02
DETAILS A8.
NPES A8.10 RAlUNG
5011 ROOF DETAILS STRUCTURAL
1 51-1 SI2 SI- 3 514 Sl-5 51- 6
9
51-10
51- 8 51517
12 51-13 S1- 14
11Sl5115 51-16 S1- 17 5151PAR1IAL
18 GENERAl. NOTESolE INDEX TO DRAYNlGS
LEI,(
L
PARKING LEI,(L FOUNOAlION PLAN PARTAIL PARKING
FIlAUING
l.
FOUNDAlION PLAN PARl1Al GROUND Lf\{
LE\
L PLAN
PARlIAl GROUND FRAMING
FRAIIING
PAR1IAL SECOND LEVEL
PLAN PARlIAL SECOND LEVEL FRAlltNG
LEVEL
PARl
I
A
l
T
HI
R
D
PLAN
SHORECREST
FRAMING
PLAN ltNTH
PALM
LEVEL
EIGHTH LEVEL FRAIlING PLAN ROYAl
- PALM EIGHTH
PLAN - SHORECRE5T NINTH LEVEL FRAIlING
ROYAl PAUl NINTH LEVEL FRAMINGPLAN - SHORECMST
LE\
L FRAMING
lENTH LEVEL FRAMING
D.
EVENTH LE\
ROYAl
PLAN
PLAN
SHORECREST
fi.
FRAlI1NG
ELEVA
FRAMING
ElJTH LEVEL
FRAMING PLANROYAl
PAI.Il
PALW SEVENTHLEVEL
FRAI8NG PLAN -
FRAII1NG
EXHIBIT
3.
PLANS
a)
PRELIMINARY
1(
AND
PLANS RP
SPECIFICATIONS
t MECHANICAL
111.01 PARTAIL
lEL MECH. PLAN -WEST
PARTIAL PARKING LEIIEL IIECH.
111.03 PARTIAL GROIlND
PLAN -WEST 111. 04
FLOOR IIECH. PLAN -EAST
THRU
EAST
PARTIAL
111.
EAST
llECH. PLAN -
PARKING
111.
PLAN FLOOR
PARTIAL
111.
LE'
02
EAST
MECH.
GROIlND
05
WEST
PARTIAL SECOND FLOCR IIECH. PLAN MECH.
111.06 PARTIAL SECOND FLOCR
THIRD
PLAN -EAST 111. 07 PARTAlL
08
FLOOR lIECH. PLAN -WEST 111.
EAST
PARTIAL TllIRD FLOOR IlECH. PLAN MECH.
111.09 PARTIAL FOURTH FlOOR
FLOOR
PLAN -WEST 111. 1 0 PARTIAL FOURTH
FLOOR
MECH. PLAN - EAST 111.11 PARTIAL nFTH
FLOOR
IIECH. PLAN -IllEST 111.12 PARTAIL nnH
TllRU
IIECH. PLAN -EAST 111.13 PARTIAL SlXTll
111.
SEVENTH FLOOR IIECH. PLAN - IllEST
FLOOR
14 PARTIAL SlXTll TllRU SEVENTH
EIGiTH
MECH. PLAN -EAST 111. 15 PARTIAL
THRU SlXJEENTll FLOOR MECH. PLAN - IllEST
EIGiTH
111. 16 PARTIAL
PLAN SlXJEENTH FLOOR MECH.
17
111.
WEST
SEVENTEENTH FlOOR MECH. PLAN 18 PARTIAL SEVENTEENTH flOOR MECH. PLAN 111. 19 PARTIAL E1GHlEENTH FLOOR MECH.
PLAN - WEST 111. 20
PARTIAL EIGHlEENTH FLOOR
Ml.
01
PLANT
PLANT
AND
SCHEDULES
M3.
CHIllER
LEGEND lIS.
HVAC
LEVEL
PARKING LEIIEL
FLOOR
PARTIAL
05
PARTIAL
THIRD
THIRD
FOURTll
FOURTl
CHIllER
RTU
El.
ELEe.
lHRU
EIGHTll
SE'
SEVENlEENTH
EIGHTEENTH
PARTIAL
FLOOR
14 PARTIAL SIXTH TllRiJ SEVENTH
EIGHTH
PLAN -EAST El.15 PARTIAL
16
PARTIAL
SIXTEENTH ELEC. PLAN -VtEST El.
PARTIAL
THRU SIXTEENTH ELEe. PLAN -EASTEl.17
PARTIAL
PLAN
WEST
E1.
18
IENlEEIlTH
FLOORELEC.
19
PARTIAL
FLOOR
ELEC.PLAN - EAST El.
FLOOR ELEC. PlAN -WEST El. 20
El.
EIGHTEENTH FlOOR ELEC. PLAN -EAST
03
SHORECREST
lYPlCAL
GUESTROOIl
LIGHTING
LEVEL
LIGHTING
03
PLAN P
E2.
PLAN EAST
PARTIAL GROIlND FLOOR L1GHnNG
WEST E2.04
ARTlAL GROUND FLOOR
E2.
L1GHnNG
PLAN -EAST
05
FlOOR L1GHTlNG
06
FlOOR LIGHTING
07
LIGHTING
PARTAlL SEC() ID
PLAN -WEST
E2.
PARTIAL SEC() ID
E2.
PLAN -EAST
FLOOR
PARTIAL THIRD
E2.
PLAN -WEST
06
PARTIAL lHlRD
LIGHTING PLAN -
FLOOR
FPlo09
13
LEVEl.
ELEC.
PLAN
FP1.10
FP1.14
FP1.17FP1.18 FP1.19
20 FP1.21 FP1. 22 FP2.
PARTIAL PARKING LE' JElPLUlI8ING
PLAN !!PARTIAL PARKING LE'
E4.
oo
ELECTRICAL
JElP1.
RISER DIAGRAM
E4.
GROIlND FLOOR
PLUIIBING PLAN
lEST)PARTIAL
EAST)PARTIAL
01
FIRE
ALARM
PARTIAL
RISER
DIAGRAM
E4.
02
TaEPHONE
RISER
DIAGRAM
E4.
03
TV
YtEST
SECONDFLOOR
FLOOR
FLOOR
PARTIAL GROUND
FLOOR
PLUII8ING PLAN ( 1'
PLUIIBING PLAN (
PlUIlBlNG PLAN ( WEsn
THIRDFLO R PLUMBING
E1GHlEENTH
FLOORPLUI BlNG
YI{ ST)ROOf
SC LOBBY - AR, EL
ok FF
PLANS SC
LOBBY -FC ok
RP
UPPER
PLANS RP
BANQUET ROOM -
FC I<
RESTROOIlS -
PLAN (
E5.
01
PANEL
SCHEDULES ELECTRICAL
DETAIlS c!
t NOJES PARTIAL PARKING
LE'IEL nRE PROJECTION PLAN (~S
PARTIAL PARKING LE' IEL
F1RE PROJECTION PLAN ( EAS
E5.
PLAN (
PROJECTIONPLANW
( EST) PARTIAL SE'
lENTEENTll FLOOR Pl.UlBlNG PLAN (EAST)PARTIAL
PLUllBING PLAN ( EAST)ROOF PLUMBING PLAN (
EIGHTEENTH FLOOR PLUllBING PLAN (YIEST) PARTIALEIGHTE NTH FLOOR
AIIl NOTESINTERIOR DESIGN IDWEST)ROOF PLUIIllING PLAN (EASn nREPROJECTION DETAILS
PN101 ID- PN102 1O-PN1OJ ID-PN1 0 ID- PN111
ID- PN210
IO-PN200 IOPN201
IO- PN202
1O- PN4Q1ID- PS100 IOIO-PN211 IOPN400
PS101 1O- PS102 ID- PS1tD
IO- P100 ID-Pl01 ID- Pll0
ID-PS111 IDPS112
l00 10- 101
tD-Pl20 lDID-PRloo ID-PR101 ID- PRl02
PR202 ID-PR203
PROTECTION ID- PR2DO ID-PR201 IDPRJOl IDPNlOO ID1O-PR3QO IDG2DO IDFLOOR
G201ID- G202 ID-G20 IDGN400 1O- GS400 S'IBO. S LEGEND
SHEET flNSH SCHEDULEc!t ROOIl MAlRIX
PROJECTION
EX. RP
LOBBY,
EAST m~ DECO
~ BAR c!
t
Ex.
OfFICES - AR.EL c!t FF PLANS
g: g ~
RP LOBBY,
~ ~~DECO
BAR c! t OfFICES - FC
gg:: ~~ ~~g~~~~
PARTIAL
FLOOR
PROJECTION
1'
PARTIAL
THIRD
nRE
PLAN (
lEST)
THIRD
ARE
FLOOR
(
PROJECTION PLANEAST)
c!t FF PLANS
RP GUEST Roal CORRIDOR -
PARTIAL FOURTll
flOOR FIRE
PROJECTION PlAN (
I' lESn PARTIAL
FOURTll flOOR
ARE PROJECTION
PLAN (
PARTIAl.
FLOOR
PROTECTION
EAST)
F1FTIf
FIRE
PLAN ~~
PLANS
EX.
PLANS
EX.
RC
c!
t
PLANS RP
PREFUNCTlON
ARf.A. BANQUET ROOItI c! t
ElEV. LOBBY ELEVATIONS RP
ELEVATIONS RP EXCERCISE
t POOl. 8AR BREEZEWAY" POOL
EXCERClSE
PLAN (~ PARTIALEIGHTH
FLOOR nRE
PROTECTlON PLAN (
BANOIlET ROOIl
BREEZEWAY c!
PLANS RP
EAsT) PARTIAL
SE'
lENlEENTH
FLOOR ARE
ELEVATIONS
DETAILS
DETAILS
\
PUBLIC AREAS -lISC.
FLOOR FIRE
PROJECTION PLAN
PARTIAL SIX1li
FLOOR ARE PROJECTION
PLAN PARTIAL
SIX1li FLOOR
ARE
PROJECTION
PLAN EASPARTIAL
EIGHTH FLOOR
ARE
RC
SC LOBBY - ELEVATIONS
RP BANQUET ROOM -
CABS PLANS,
ok
PARTIAL FIFTH
GROUND
LllIllY -
UPPER
POOl.
lERRACE
c!
t
POOl.
GRill PLANS
PARTIAL
PLAN ~
nRE
RP
lERRACE .
POOl.GRill -EL VATIONSc! t
DETAILS RP
GUEST ROOIl
CORRIDOR - PLANS
RP GUEST ROOM
CORRIDOR - ELEVATIONS. DETAILS
POOl.
U\
181NGPLAN PARTIAL
PlUMBINGPLAN
(EAST)PARTIAL
SECOND
THIRD
ELEV. LlJIBY RC
FP1.
01
RISER
DIAGRAM
PLAN
22 ROOf ELECTRICAL
WESTEl.
ROOF ELECTRICAL PLAN PLAN -EAST E2.01 PARTIAL PARKING LEVEL
02 PARTIAL PARKING
E2.
PLAN VlEST
-
21
RESTAURANT.
FC "
PLANS
RESTAURANT.
ELEV.
ELEVATIONS
RP
Pl.
06 Pl.07 Pl. 06
Pl.
09 P1.10 PUl P1.
12 P1. 13 Pl.
14
PU5 PU6 Pl.17 PU8 PUg
Pl.
20 P1.21 P1. 22
P4.01 FPl.Ol FPl.
02 FPl. 03 FP1.04 FP1.05
FP1.06 FP1. 07 FP1. 08
GUESTROOIl
LEVEL
ELEC.
PLAN
E3.
FANS
AND
PARTIAL
PARTIAL
FLOOR ELEC.PLAN - WEST El. l0
FLOOR ELEC.PLAN -EAST El. 11
El.
FIFTH FLOOR ELEC. PbAN - IllEST
EAST
PARTAlL FIFTH FLOOR ELEe. PLAN 13 PARTIAL SIXTH
THRlfSE'
FLOOR ELEe.PLAN - WEST
PARTIAL
12
El.
lENTH
t ~
SCHEDUlESE-LECTRICAL E5. OJ PANEL
02 PANEL
L
SCHEDUlES - ELECTRICAL
E5.04 PANELSCHEDULES - ELECTRICAL E5.
ELEC.PLAN
D5 PANEl SCHEDULES - ELECTRICAL E5. 06
0.
PANEL SCHEDULES - ELECTRICAL E5.07 PANEL
02
SCHEDULES - ELECTRICAL E5.08 PANEL SCHEDULES - ELECTRICAL
GARDEN
NOlES AND
ES.l0 SYIIBOl. S,
01 Pl.
SUIJES
UGHTlNG FIXTURE SCHEDUlES PI.
04 Plo05
02 PI.OJ PI.
TYPICAL
EXnl!~ jL,
5 (a
N1
tNI~WlmN@f.
BUDGET rMMi%}
3~
D~
)VELOP
WW#
l**
if-
tmA}
j,*~.
f~~
I!:
i~~ f.
30-Apr98
t(;.
Royal Palm Crowne
i~~
tiMj@t.!
miiWWM%
Plaza
Fee
of Months
of Construction
Development Cost Budget Combined
Total Number of Keys Number
Original
422
Subtotal
Totallnterut
Total 17
FAR Sa.
Ft 82,
590 235.512 318,102 Parking Land
I existing
and
Renovation Incl.
eond
Abatement
Asbestos
Total Hard
Costs: below)Soft
Costs
Architects & Engineers
SuDdlng Permit
Fees, Etc.
Threshold Inspections
Real Estate Taxes
Insurance FF&
E RecordlngITransfer Fees
Legal Accounting
&
rltfe
Preopening Expensu
Project
Management
Fee Leasing
Commission Total Soft
Costs:Subtotal Hard
&
(
Soft Costs):
Interest Contingency Development
and Fees:
Development Costs:
b) -DEVELOPER' S FEE
8(
3.
EXHIBIT
DISBURSEMENT
I
III
! ; . ~AN LYSI
Q.
g~
II
8-
I II)
I i!! I
I ~
a$
151
II . g ~
I!
II
I~
I~
I II!
a-
a.
Ii
II
IS
I
in
II!
I
a
II! II
I
I II!
I.~ I!
i!; u
i! 1
I ! Ii
I ~ill I~
I~
lei
i! g ~~.
I! g ~ I
1m I. ~ I
In
I~ g ~
II!
la ;
I
III I
I
i
1:
tI
IIi
i
sa
1lI I
II 11"
I ~ III
f-~"
.!!
u ~!
i9. .!
I!
1<< I
J1i~
I; ~
III ;
M
U.
1:
I~"
1&
"
J
i
11 ..
J.
i
il
Jllli
1i.I Iii
I~
1
I
J~!
extf''' 1T
3.
d)
Mpesto~ Percent
Contingency
Required
and
8(
Commencement of
Undiabursed the
Required
Contingency efcentaQe" ) 1
Construction 100%2)
Compfetion of
85%
of
trade
line
items
of
the
sheetrocking
45%6)
studs and GWB { gypsum waif board]).
100%completion of
7)
the imerior framing and sheetrocking. 35%
Start- up of aU air8)
conditio. nin;systems. 25%
of rooms are ready for
50%
of
to b.
Available
"'
Exhibit
6.
3(
Jt)
FEES
BUILDING
PERMIT
Alterations & repairs
Awnings &
canopies Concrete slab other
(
than paving)Demolition
of building Elevator
hoistway constructionFence and/
or
walls Landscaping Newbuilding and/
or additions New
building
other
ting Parking
P~
area
lighting Paving Roofing ( including
reroofing)Signs
outlets
Services Signs Special purpose
outlets commerci
( al) Streamers or
festoon lights Swiynming
pool
lighting Switchboards Welding
machine outlets
A:\
JNM\
CMB\HllDEV A.
EX2( EXECUT1ON.
OTHER FEES
Fire processing fees
Interim general and proprietary fees
Marine structure fees
Miami Beach training fees
Parking impact fees
Radon fees
Zoning processing
PLUMBING
PERMITI1NGFEES
Condensate
drains Drainage
Fire
control systems Minimum
JNM\ CMB\
HTLDEVAEX2(
EXECUTION.
S2)\
Exhibit
19.
Jl)LIST OF
1(
Center Agreement
A:\
JNM\CMB\lm.
DEVA.
EX2(