AMENDMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS

This AMENDMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS

Z.'/.
8Rt1#/
as of the IS- day of Ft;;.
2005, by MIAMI BEACH

Amendment") is made

REDEVELOPMENT

AGENCY,

a public body

ROYAL PALM HOTEL LIMITED

PARTNERSHIP,

corporate

and politic ( the " Owner"),and

limited partnership ("

RDP

a Florida

Tenant").
RECITALS:
A.
Owner previously executed and recorded among the Public Records of
Miami- Dade County, Florida in Official Records
Book 18170,
at Page 883,
that
certain Declaration of Covenants and
Restrictions dated
28,
1998
(
May
the "
Declaration")relating to the property described in Exhibit "
A"
attached hereto ( the Property").
" B.
Tenant has leased the Property from Owner pursuant
to an Agreement of Lease recorded among the Public Records of Miami-Dade
County
Official Records
I
m
medi
a
t
e
l
y
after
the
execut
ion
in
Book 18170, at Page 893 (the Lease").
"
and delivery of this Amendment and as a
i
n
ducement
for and a condition of
material

Agency

and Owner entering into this Amendment, the Recognized

in full,the Purchase Price will be

Mortgage encumbering Tenant'

Interest in the

Premises will be paid

paid

Lease, Tenant

and

the Lease

began the construction

will

be terminated. C.Subsequent

to the

recording of the

of

the

During the construction of the

Royal Palm Crowne Plaza Hotel ("Hotel").D.
Hotel,Tenant encountered certain conditions at the Property which allegedly resulted in certain
construction delays.A dispute arose amongst the parties regarding the aforesaid conditions and delays resulting
in Tenant' s refusal to pay certain Rental due under the Lease and the Agency' s refusal to
pay claims related
to

said

conditions and alleged

dispute all such

against

al egations

litigation and

claims

construction

delays. E. The

parties respectively

deny and

and

them, whether asserted or unasserted. F.The parties, wishing to avoid

all matters existing between them, entered into negotiations

amicably resolve

regarding the aforesaid disputes

resulting

in

this

maintain and fulfill their

opportunities in the

Amendment and other agreements. G. Agency and City in their desire to

vide the African American community with
commitment to pro-

industry, are willing to amend the Royal Palm Crowne Plaza agreements and
agree that the Hotel shall continue to comply with the Convention Center Agreement ( which Tenant,
as owner of the Hotel and on behalf of the
Hotel,has agreed to do)which provides,
among other things, that the Hotel owner and its successors and assigns
available Hotel

hospitality

make

facilities and services for support of the

events

and

to

Convention Center

undertake joint marketing efforts. H. The parties agree that any rights
and obligations of Tenant created by the Declaration and this Amendment shall run with
the land and
inure to,
and be binding

I.

Tenant and Owner wish to amend certain of the

provisions

of the Declaration

as

hereinafter set forth.

NOW, THEREFORE, in consideration often dollars and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and
intending to be legally
bound, the parties hereby amend the Declaration as follows:

1.
Recitals.

The

foregoing

recitals

are true and

correct

refer-ence

herein. 2.Definitions. All defined terms ( denoted

indication of special definitions such as quotation marks) used in this
in this instrument shall have the meanings set forth in

and incorporated

by

by

capitalization or other

instrument which

are not defined

the Declaration. 3.
Covenants and
Restrictions on Premises. The Declaration is
provide
that (a)Section 2. 2 shall not apply to the
Shorecrest Land
portion of the Property, as defined in the Lease, and legally described in Exhibit " A"
attached
hereto and made
a part hereof;b)
( Section 2.3 of the Declaration shall
have no further force
or effect c;;
xcept that if then applicable zoning ordinances require a covenant in lieu of
unity of title, the owner of the Premises
with such ordinances
shall fully comply
any
other
Requirements;
(
c
)
despite the payment of the Purchase Price and termination of
and
the Lease, the Declaration shall not terminate; and (d)
in the event the owner of the Premises
creates a condominium on the Shorecrest
Land, the owner of the Premises
payor

hereby amended

to

shall

the condominium association to pay the corresponding

beach concession fees consistent
with those fees charged other
upland private owners of hotel and condominium properties.
Notwithstanding anything to the contrary in the foregoing, the parties acknowledge and agree that the use
of the Royal Palm Land, as legally described
"
of the Declaration, for any
in Exhibit A
"
ownership structure such as time
share,time

cause

interval, cooperative or condominium is strictly

prohibited.
4. Additional Changes
and Restrictions. (a)Section 2.
of
the
Declaration is hereby amended
4
to delete "restaurant portion of the Premises" and to substitute condominium units
that
may
be
permit ed on the Shorecrest Land" is substituted therefor; ( b)
Section 3.
6(
iv) of the Declaration
is deleted; and c)
( the last
to Covenants

sentence of Section
6 of the Decla- ration is deleted
3.
in its entirety. 5.No Further Modification. Except

as otherwise set forth

herein, the Declaration remains unmodified
and in full force and effect.
6.
WAIVER OF
JURY TRIAL. TENANT AND OWNER HEREBY KNOW- INGLY,VOLUNTARILY AND INTENTIONALLY
WAIVE THE
RIGHT EITHER MAY HAVE TO A TRIAL BY
JURY IN RESPECT
TO ANY LITIGATION BASED HEREON,
OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AMENDMENT AND
THE
DECLARATION, AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING,
STATEMENTS ( WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF EITHER PARTY.

IN WITNESS WHEREOF, the parties have executed this Amendment to Declaration of

Covenants and Restrictions to be effective as of the day and year first set forth above.
AGENCY

Witnesses:

CH REDEVELOPMENT AGENCY,

O, lnnt

II ~~

ame:

Jvil~

Y. c

orate and

politic

By:

ATTEST:

tattt r f ev..c1t"Robert

By: _

Parcher, Secretary

BEFORE

STATE OF FLORIDA )
SS:

COUNTY OF MIAMI- DADE)

ME,the undersigned

authority,personally appeared David Dermer, Chairman and

of the MIAMI BEACH REDEVELOPMENT AGENCY,a public body
corporate and politic, to me known to be the persons who signed the foregoing instrument and
acknowledged the execution thereof to be the act and deed of said Agency
for the uses and purposes
therein mentioned, and that they affixed thereto the official seal of said Agency. Each such
individual is personally known to me or produced
a valid drive' s license as identification. C.
Robert Parcher, Secretary,

my hand and official seal in the County

Witness

NOTARIA

SEAL)

and State

last aforesaid this 51ay

/

of 2005.

c. ~~

e:

YcUn, le)( r!
7ort} es

Notary Public1 Rv Nablal Notary Ass!'

State of

Florida at

My Commission Expires:
YAMILEX MORAlES

l~

f ,FIoIida,
Notary Public.
Stol..
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Commll on #

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Large Commission Number: ,])[) %~

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APPROVED
g/

AS TO FORM & LANGUAGE

FOR

RDP ROYAL PALM HOTEL LIMITED PART-

NERSHIP,

Florida limited

partnership

eeL!

By:

P ADC HOSPITALITY CORPORAnON I,

a

Florida

corporation,

as

General Partner

By:
1019 My

STATE OF FLORIDA )

SS:
COUNTY OF MIAMI- DADE)

BEFORE ME, the undersigned authority, personally appeared R. Donahue Peebles, as

President of P ADC HOSPITALITY CORPORATION I, a Florida corporation, on behalf of such
corporation, and as General partner of RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP,

known to

Florida limited
me or

behalf of such limited partnership.

valid Florida driver' s license as identification.

partnership,

produced

on

He is

personally

NOTARIAL SEAL)
VI~

Nathalie

Legagneur

W .E Commission #
Febl\lary
f?;,'
MI.Q Expires
5,

2009

eebles,

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Commission Expires:

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