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I

RESOLUTION NO.
A

RESOLUTION OF THE CHAIRMAN


AND MEMBERs

OF

THE MlAMr
BEACHREDEVELOPl\1ENT AGENCY (
THE "AGEN~
AUTHORIZING
THEAGENey TO ACQUIRE THE SHORE CREST
HOTEL LEASEHOLD
INTEREST; AUIlIORIZING THE
AGENCY TO
3J. MILLION FOR
PAY$
SUCH ACQUISmoN;
SECRETARY TO.
EXEcUl:

AITACBED
THE

AUTHORIZING TBE 1::


CHAI:Rl\
E THE SIIORECREST OPTION ANAND
AGREEMENT

HERETO.~
TAKlNGOF:
ALLINCIDENTAL

INCORPORATED~; AND
AUTHoRIZING
ACITONS; BUT ALL
OFTHE
ABOVE SUBJECrrO'TElEPRIORAPPRQV AL
OF THE
EXECUTIVE
DIREcrOR AND GENERAL
COUNSEL OF THE

AGENCY. 267-97
WlIEREAS. on March
5"
Beach
1997"the
RedevelopmentAgency (
the Agency")"the
fiamiBeach
(
CityofJ.\.
the."'
CityJ7
RDP Royal Palm Hotel Limited Company ("RDJ?")
Miami

and RDP Shorecrest Hotel Limited


that certain.Letter offutentt(he .~OY').
which sets fo:
tth"
amongother things.
the general teno.
s of proposed definitive agreements concernmg the
development
Company entered into

and operation of an
African- AmericanOVJIted convention hOlel the
"
(
Hotel")
on the Royal PalmHotel
property. which. is o""
Ded by the
'
Hotel property.
and the

which is

Agency.

to

Shorecrest

be owned by
will become the
to

theAgency;and WHEREAS" the LOr contemplates that


the
among other
owner o~
Perty. the leasehold
P~
interest

the

Agency

pertaining

Shorecrest

Hotel property the Leaseholdj;


"
and WHEREAS,
. the LOr further
: contemplates that
the Agency will acquire the
'
Leasehold by virtue.
of the assignment
from RDP or an affiliated entity
to
the Agency
'
of a purchase ~sale
agreement pertaining
tothe
Leasehold and
theconslI DI
. mItion of
that agreeme: o.
tbetween the

purchaser; a, nd
for a
regularly scheduled Agency Board
provides

the seller; and WlIEREAs~


the agreement to
closing on Or before

meetings

in

purchase

March 3171997 and there

March after the M~19meeting;


the closing on the acquisition
of the Leasehold which

must

Agency. as

and WHEREAS~

the Leasehold
are no

there are various conclit:ions to

be

met by the seller;and WHEREAs, theAgency


andRDP have negotiated the
1S of that certain Sho:
rec.
rest Option

teJ:I:
r:

Agreemen~attached hereto and incorporated


Leasehold

and the development

of

the hotel are

herein;and WHEREAS"
the acquisition of the
parts of and are

consistent

with

Redevelopment and Revif~f17;>


Center Historic Convention

tion Pian and will eliminate


slum and

Village Redevelopment

blight in the City


and Revitalization
Area;and

WHREAS, the acquisition of the Leasehold


and the
necessary,

are

public purposes

and will benefit the

development of the Hotel are

public by, among other things,


increasing the number of convention quality hotel rooms in
the City,
assisting the City
attracting conventions and increasing the utilization

tourism.and

are

of the

improving the

economy; and

in

Convention Center,
increasing

WHEREAS, the acquisition of the Leasehold


and the development of the
Hotel
163 of

authorized by Chapter

the Florida

Statutes. NOW,THEREFORE, BE
IT nUL Y RESOLVED BY
THE
ClIAIRMAN AND MEMBERS OF THE
MIAMI BEACH
REDEVELOPMENT AGENCY
as

follows:1.Subject to the ExecUtive Director and


General Counsel of
the
Agency being satisfied that all preconditions
to the closing on the acquisition of the
Leasehold have
met
been

by

the

seller: a The Agency is

the Leasehold.. b.
The Agency
1 million for the

is

authorized to
authorized to

of the LeaseholcL c.
The Agency
ofRDP' s agreement
acquisit on

to

is

expend

acquire
up to 3.
$

authorized to

to purchase the Leasehold.


The Chairman
d..
execute the Shorecrest Option

Agreement attached

and Secretary

take

an assignment

are authorized

hereto and incorporated herein.


2.
The Executive Director and General Counsel
Agency, and their respective
staffs and consultants, are
authorized to take
all other incidentaL actions

of the

in

that the

connection with this


The Chairman. and Members hereby
resolution. 3.
find
acquisition of the Leasehold and the development of
Hotel

are public

purposes, '\Nill

benefit the

public, and

with the City

the
are necessary,
are parts of and are
consistent

Convention Village

CenterHistoric

4.
The Chairman and
Leasehold and

the

development of the

Hotel

Members hereby find that the acquisition of the


Chapter 163,
authorized by

are

Florida Statutes.5.
Ibis resolution

immediately upon adoption.PASSED

sbaII take effect


AND

ADOPTED this 19th

day
of

March, 1997.

CHAIRMAN

ATTEST:Robd' fOA~
SECRETARY
APPROVED
ItS TO

Miami Beach

Redevelopment Agency

1700 Convention Center


Drive Miami Beach,

Florida
33139

7772
305)
Fax:
( 673-

DATE:

Telephone: (

305)

19,1997

97- 9 March

Board

Miami

the

of

D~
Execut~ ve
pedrosa. ,. Jl.
/;~,
rCia~

MEMBERS

AUTHORIZING
THE" AGENCY")

CREST

SHORE

ACQUISITION;

EXECUTE

THE

SHORE

AUTHORIZING

HEREIN; AND
ALL

BUT

CREST

OF

THE

INTEREST; AUTHORIZING

THE

FOR

SUCH

MILLION

CHAIRMAN

AND

AGREEMENT

OF

THE TAKING

ACQUIRE THE

TO

OPTION

THE

AUTHORIZING

AGENCY

HOTEL LEASEHOLD

PAY $ 3.
1

TO

AGENCY

THE

AGENCY (

REDEVELOPMENT

MIAMI BEACH

THE

OF

CHAIRMAN
T~

OF

RESOLUTION

rector .If A
AND

Chair.

the
Beach

G~

Jose

Agency

Redevelopment

7193

of

Members

and

man

673-

NO.

MEMORANDUM

AGENCY

SUBJECT: REDEVELOPMENT

TO:FROM:

ALL

SECRETARY
ATTACHED

HERETO

AND

TO

INCORPORATED

ACTIONS;

INCIDENTAL

SUBJECT

ABOVE

TO THE

PRIOR

OF

APPROVAL

THE

EXECUTIVE

RECOMMENDATION:

ADMINISTRATION
Miami

GENERAL

AND

DIRECTOR

Beach

Approve

the

Resolution.

BACKGROUND

Agency (

Redevelopment

COUNSEL

the

OF THE
5,1997,
On
March

Agency"), the

Royal
RDP
Miami Beach (the " City"),
and RDP Shorecrest Hotel Limited
RDP")

pertaining
LOI")
Intent (
"

the

Royal

hotel

the

Palm

Plaza

Resort,

Miami Beach.
s total funding

in

Agency'

of
the fee

Mil ion

Crowne

to

an

Palm

African-

Under

the

Hotel

Company executed

the

American

City

AGENCY.
the

of
Limited

a Letter

Company ("
of

of

development

and operation

owned

convention center

terms

of the

LOI,

Million,
$
project is 10
5.
5 Million has been spent to acquire
which $
title to the Royal Palm property. The

remaining $4. 5
be used to
will

obligation

towards

the

property

acquire the Shorecrest Hotel


the leasehold interest
and

RESOLDnON NO_
A

RESOLUlTON OF THE

BEACH

CHA..l:&."\
V AND ME."
fAJ.'

IBERs OF THE
MlA.Mr

REDEVELOPME~iT AGENCY (

THE "

THE

AGENcY TO
AGENCY")
ACQUll.U:THE
AUTHORIZING
SHORECREST HOTEL
lNTEREST;
AUTRORlZl1'iG THE
LEASEHOLD
AGENCY TO
MILLION FOR
PAY$
31
SUCH ACQUISlTIoN; AUTHORIZINGTIIECHAIR.
l"
D SECRETARY TO, EXEclJ J.
i\
1AN"
:
A!'
E THE OPTION
REEl\ 1:ENr
SB:
ORECREST AG:
ATTACHED
HERETO' M" DINCORPORATED lIEREIN;
ORIZl:N"
ANDADTf.. f:
G TIrE TAKING
OF ALLINCID~ TAL ACITONS;
ALL OF
BUT
THEABOVE SUBJEcTTO' THE
OF THEEXEctJTIVE
PRIORAPPROV AL
DIRECTOR

AND GEJ.'
IfERAL

COUNSEL OF THE
AGENcy. WlIEREAs. on.
the Miami Beach Redevelopment Agency the
(
March
1997,
AgencY" J,
the City of Miami Beach (5"
ityj.RDPROYal
Palm Hotel
t
he
,~
Limited Company ("R,
Limited Companyentered into
DP")
and RDP Shorecrest
that certain Letter ofID.
Hotel
....
tent.the
( LOl).
other things.
which sets forth,.
the
among
general.tenus of proposed
thedevelopment
andoperation
definitive agreements concerning
owned convention hotel (
the "
owned by
the Agency. and

of

an Afric::an.Americ:
Hotel")
on the Royal
Palm Hotel property, which. is .

Shorecresr Hotel

property.

is to
which

be

the

theA.:."
oency;and

WHEREAS,the LOr contemplates that


will become the owner
the
amongoth~ property. the
oJ;
the
to
leasehold interest

Agency
Pertaining

owned by

an

Sho~
Hotel property the~
ehold);
and WB'
' EREAs, the LOIfurther
the Agency VlJ.
:
l1
contemplates that
acquire
the
L
easehol
d
by'
afliliamd eatityto
virtneof
from
the
the
~RD1'or au
Agency of a purchase andsaIe agreement
the CODStIl:IlInm:
the
Pertainingto
Leasehold and
of
ion
that agreement ' between the Agency,

aspurchaser; , and the seller;

provides for
no Tegw",Iy schednled
Leasehold

and WB' EREAs.

a closing. on or

Ageocy

Board

the agreement to
. and purchase
1997

befureMarclt 31,

meetingsin March after the


March 19
conditions to the closing on
the acquisition. of the

meeting;

the teDllS
of

Agreement. attached. hereto


ShorecrestOption

the Leasehold and

the

there are

and W' HEREAs~ there are various

Leaseholdwhich must be met


by the
and RDP
seller;and W'HEREAs, the
have negotiated
of

the

Agency

that certain

and mcoIporated

development of the

herein;and VB:
As.the acquisition
ERE.
hotel are parts
of and

are

Leasehold and

4.
The Chairman and
the development of the Hotel

Members

hereby find that

areauthor...

zed by

Stal:utes.5.
Ibis resolution

the acquisition of the


Chapter

shall take

163,Florida

effect

immediately upon adoption..P_<\


SSED
ADOPTED

AND

this

dayof
March.1997.

CHAJRJ.'-

1AN A 1lEST:
SECRETARY
APPROVED
AS TO

SHORECRESTOPTIONAGREEMENT

This Shore crest


of ,
COMPANY,

Option Agreement

is made and entered into

as

of the _

day

1997, by and among RDP ROYAL PALM HOTEL LIMITED


a

Florida

limited

company ("

liability

BEACH REDEVELOPMENT

AGENCY,

RP"); and

the

a Florida public body corporate and

MIAMI

politic ("

Agency").
BACKGROUND

1.

CenterlHistoric

Redevelopment

and

established

by the

adoption

of a

in

facilities,

and

to the

the Royal
"

commitment

development of convention quality

necessary linkages

Redevelopment

Palm Hotel

to the Miami

Plan, the Agency

has

Mrican-American

community

with an opportunity in

Agency published

RFP")seeking bids for the development and

convention hotel
5,1996, after

the "

of the Agency

Beach Convention Center.

acquired the Royal

and

the hospitality

Palm Hotel (

industry by making

Request for

furtherance of the

Proposals No. 459596 (the

operation of a

to
public

to provide

additional financial incentives for an Mrican-

American owned hotel (the "


3.
In
Hotel").

Plan,the

Plan (

Property")located at 1545 Collins

available the Royal Palm Hotel

Redevelopment

Beach,

hotels, ancillary improvements

Avenue, Miami Beach, Florida.2.


The Agency has decided
the

Miami

Redevelopment

Plan").
The Redevelopment Plan represents the effort and

foster the

Pursuant

February 1993, the City

Convention Village Redevelopment and Revitalization Area

Florida,was officially

to

In

be

owned

by African- Americans.

review process, the

Agency

On
4.
selected

RP

June

from

"

representatives of the Agency


own

negotiate the

to

terms under which RP would

and operate the convention hotel in accordance with the


5.As part of

property lying

RP'

RFP, RP offered

s response to the

immediately to the south of

the

as the Shorecrest Hotel ( the Shorecrest


"

Royal Palm

Hotel

of 1535 Collins Avenue, Miami Beach, Florida, to


An affiliate of RP entered into

contracts to

and ground lessee interests in the Shore

Hotel

towards the development

Hotel Property,

of

the Hotel

which property is

lease ( the "Ground

the

Lease")to RP.The cost

was approximately $

whereby

the

developed

it

Hotel Property, terminate

the

developed as part of the Hotel.

lessor

has offered financial incentives to RP in

portion
the fee

of

the Agency' s funding

title to

long

term

basis

the

Royal Palm

pursuant to a ground
by

Counsel

by RP.During the course

the best

and

leasehold interests

of

those negotiations, it became

interest of the Agency that

in the Shore crest

existing ground lease (the Existing Ground Lease")on said

lease the Shorecrest Hotel Property

The General

a street address

of acquiring the Royal Palm Hotel Property

is in

the Agency acquire the fee title

and

be

known

have been involved in extensive negotiations to structure agreements

would be

apparent to all parties that

property,

Property")having

commonly

5.5 million. 7.
Since June 5,
1996, RP

the Agency

Hotel

Hotel Property

Agency

the

and

Hotel. A

on a

leased

cause the

crest

was used to acquire

to be

to

of the RFP.

acquire the fee title, and the ground

Property. 6.The Agency

with the development of

connection

requirements

develop,

to RP as part of

of the Agency has determined that the acquisition

the

of

Ground Lease.
the interests

in

of the Shore crest Hotel

Property

to RP

as

part of the Ground Lease is

not

material

modification of RP' s bid in response to the RFP.

8.
Simultaneous with the execution of this Agreement, RP has caused to

be

assigned to

the

Agency all of

its right, title and

in Exhibit A attached hereto and

made

interest in the agreement described

"
a part hereof ( the Leasehold

Contract"),

which agreement is the purchase and sale agreement relating to the acquisition of
the leasehold interest ( the Leasehold
"

the Agency

has

closed

on the

Interest")under

transaction contemplated

the Existing

Ground Lease, and

by said Leasehold Contract and

has acquired the Leasehold


Interest. 9. Litigation is
Fee Contract") described

concerning

Ground

in

to

Exhibit "B"
attached hereto

the acquisition of the fee title and

the

and

the

agreement ( the

made a part hereof

lessor' s interest

in the Existing

Lease collectively, the "


Fee Interests"), 10.In

said litigation,

pending relating

RP

to

the

event of

intends to cause the Fee

the Agency. 11. The

finalized all of

the

Interests

favorable outcome or

to be

settlement

of

conveyed

Agency and RP,as of the date hereof,have not yet

definitive agreements which are contemplated

by the

parties

relative to the ownership, operation and


development
expressed

an

of

the Hotel. 12.The

intention and desire

to

develop

the

principals

of

RP have consistently

Shorecrest Hotel Property

separate and distinct non-convention hotel in the event


RP is unable

as

to reach

agreement

"

ownership, operation and development


Palm Hotel and Shore crest Hotel

without

the Agency agreeing

in favor of RP

to

Agency and

been assigned the Leasehold

cause the Fee Interests to

to enter into

Section,

are unable to

RP

eminent

Property in connection

domain

litigation

with the development

and

Royal

the

the Agency

for,inter

alia,

an

option

the

forth, in the event


relating to

development of the

consistently

has

expressed its willingness

to

proceedings to acquire the Shorecrest Hotel

of a convention hotel if it deems such


to

good and valuable consideration, the


parties

Contract to

reach mutually acceptable agreements

be necessary. NOW, THEREFORE, in consideration

the

conveyed to

on terms hereinafter set

Hotel. 14.
The Agency

acknowledged,

be

this Agreement providing

the ownership, operation and

institute

both the

to acquire from the Agency the Leasehold Interest for

purposes described in' the preceding

the

on

Properties.

13. RP would not have

Agency and RP will not agree

of the Hotel to be constructed

of

the foregoing and

for

other

receipt and adequacy of which are

hereby

agree

as

follows:

Recitals. The
1.

foregoing recitals are true

and

correct

and incorporated herein. 2.


Acquisition
Simultaneous

with the execution and

delivery of this Agreement

of the Leasehold Interest.

and the execution and

delivery of

the assignment of the Leasehold Contract


to the Agency, the Agency has
acquired

the Leasehold

Interest.

The

Agency

expended the

sum of 3,
$100,

Leasehold Interest at

closing (" Agency' s Funding")

and RP

s Contribution"). 3.
Ootion to Purchase

consideration of the

Agency hereby grants

each

the

unable

to RP the

hereto

and made

event, on

Hotel

Hotel Properties

and Shore

crest

contemplated by

to

before

the ownership,

Agency

(
the "Purchase

and

RP

the

at all, by

execute and

right

Agency

in

mutually

acceptable

of the Royal Palm

single convention

hotel complex

as

favor of

to exercise

the Option..
The Option shall be exercised

provisions contained in the Purchase

on

shall

s first

Terms

repay

or

before

to RP

December

by

agreement, RP

RP,if

in accordance with the notice

00 p.m.
the "Option(
5:
Period").
If

above, the Agency

RP'

garage agreement, a development agreement and convention center

written notice to the Agency,

RP' s Contribution

deliver

the RFP including, without limitation, the ground lease,


the terms

holder,a

described

October 31, 1997, the

operation and development

as

of subordination of ground rent payments due the

manner

the Option")
" to

part hereof as Exhibit C

hereto to

relating

shall have

or

written agreements

mortgage

option (

or unwil ing for any reason whatsoever in the sole and absolute
discretion of
the parties

of

the Leasehold Interest. In

Leasehold Interest on the terms and conditions set forth in the Terms
of

the

Purchase and Sale attached

are

of

of RP' s Contribution and for other good and

payment

valuable consideration, the

Terms").In

sum

956, 500] (" RP'

approx. $

purchase

expended the

not

later

than

the Option

November 30,

is

an amount

1997 at

not exercised in the

equal

to

1997, whereupon the parties


7,

accrue

interest from December

7,1997 to the

date

of payment at the

rate

of

14%
per
to specifically enforce

the acquisition

of

annum. 4.
Fee

Interest. RP shall,in good

the Fee Contract and

the

faith,attempt

acquire the Fee Interests.Simultaneous with

Fee Interests by RP, RP shall convey the

Fee

Agency for a mutually acceptable purchase price. The Agency

Interests

the

to

reserves the right,

however, to institute eminent domain litigation and proceedings with regard to the Fee

such

time as the Agency, in its sole and absolute

delays in RP acquiring the Fee Interests pursuant


to the
timely

completion

execution of

the

basic

terms

of

parties

hereto. The Memorandum

of

Option

the recording of the


The Agency hereby covenants and agrees

ii)
the expiration of the

in a

jeopardize the

form reasonably acceptable to

be recorded by the Agency among

shall

County, Florida,
instrument assigning

that

the

until

Option Period

simultaneous

Leasehold

with

the

and immediately after

Interest to

the Agency.

(
the earlier to occur of:i)
the Agency and

RP entering into all the

repayment

Fee Contract

shall execute and deliver a Memorandum of Option

the Option

Public Records of Dade

and after

further

Hotel by RP. 5.
Recordinl S. Simultaneous with the

this Agreement, the

the

parties

that

at

of

the

setting forth

discretion, believes

Interests

definitive

agreements described in Section 3,above; (

without exercise of the Option

by

RP

ofRP' s Contribution to RP, or Hi)


(
the acquisition of the Leasehold Interest

from the Agency

by

to be recorded

among

RP after exercise of

the Option,

the Public Records

of

it shall not record or cause

Dade

County,Florida, any

instrument or

Shore crest Hotel


of the

Property, including

Existing Ground

may be withheld

by

RP in its sole and absolute discretion.

the Agency reserves the


litigation

including, but not limited to,RP

the

Agency'

right

hts.
Notwithstanding

anything to

the contrary,

right, in its sole and absolute discretion, to initiate eminent

and

concerning the Shorecrest

termination

or a

Lease, without the prior written consent of RP, which consent

6.
Reservation
Ril!'
of

domain

any amendments, modifications

proceedings, at any time

with

and

against any

regard to the leasehold

Hotel Property; provided,

and/

persons

or the fee

however, RP reserves

to prevail in said proceedings

or

the

entities

interests

right to contest

based upon, inter alia, this

Agreement.
7.
Miscellaneous. 7.1 This Agreement has been negotiated

and

executed in Florida; it shall be construed and governed in accordance with


the laws of

the

State

of Florida, without application

of

conflicts of laws principles. 7.


2

provision of this Agreement is


or otherwise invalid, such

determined

provision shall

by
be

In the event any term or


appropriate

judicial authority to be illegal

given its

nearest

legal

meaning

or

be

construed as deleted as such authority


determines, and the remainder of this Agreement shall be
construed to

be in full force and

3 In
effect. 7.

of any litigation between the parties


party shall be entitled to reasonable

the event

under this Agreement, the

attorneys' fees. Wherever

provision

prevailing

is made in this

deemed to include attorneys'

fees and court costs, whether

commenced,

appellate

including

those for

and post

7.
4 Each party
and preparation

shall

of

not

be

this Agreement with full benefit

more

shall

include the plural, the plural

include every other and all


headings

are

shall

the computation
this

has participated fully in the negotiation


of

counsel.

Whenever
shall

used

Accordingly, this

Agreement

in this Agreement, the

include the singular, any gender


and

shall

paragraph

provision of

not be deemed to

this

Agreement. 7.
7 Any

reference in

periods less than six 6)


days shall, in
(

thereof, exclude Saturdays, Sundays, and legal holidays; any time

Agreement which shall

end on

Saturday,

period provided

Sunday or legal holiday shall

for in

extend

m.of the next full


to 5:00 p.

Except for the Letter of


the City of

Miami Beach

entire

the

agreement

between

Intent

between

the Agency, RP and

dated March 5,
1997, this

parties relating

to

the

business day.7.
8

matters contained

Agreement

constitutes the

herein.This Agreement may not

be changed, altered or modified except by an instrument


in writing signed by the party against whom

of

IS

be disregarded. 7.
6 The captions in this Agreement

alter any
to time

litigation

judgment proceedings.

genders, and captions

for the convenience of reference only and


shall

this Agreement

not

strictly construed against

either party. 7.5

singular

or

such change would be sought.

this Agreement to

enforcement

9 All references in
7.

exhibits, schedules, paragraphs, subparagraphs

7.10 All of the terms


and shall inure to the benefit

of

the parties

of this Agreement, shall be

to this Agreement and

binding upon

their

respective

successors

and
are inserted in

or

attached

assigns.

7.
11 Typewritten

to

this

or

Agreement as addenda or riders

handwritten provisions

and

which bear

the signature of the party against whom enforcement of that provision is sought

control all printed or pretyped provisions of this


may

be

Agreement may be executed

which

shall

Agreement with which they

12 This
in conflict. 7.

in

counterparts. 7.
13

Time is of the essence in this Agreement.


IN WITNESS

WHEREOF, the

parties have executed this

Agreement

the day and


year first written above.

Signed, sealed and delivered in


the presence of:
RDP ROYAL
PALM

HOTEL

EXHIBIT "A"

2,1996, by and
Agreement dated February
and R. DONAHUE PEEBLES, INC.,
between JACOB
1535
PROPERTIES, INC. ("Seller")
and/ or assigns Purchaser"), as amended by Amendment to Purchase and
Purchase and Sale

Sale
and

Amendment to Purchase
17,
1996 and by Third Amendment

Agreement dated March


Sale

Agreement dated June

7,1996,by Second

EXHIBIT "B"

28,1996, by and between


Ignacio Andres Cardona and Gisela Lizama Cardona, Co-Trustees under Trust
dated
December 29, 1976 (" Seller"),
and The R. Donahue Peebles
Agreement
as amended by Amendment to
Companies, Inc. and/ or assigns (" Purchaser"),
Purchase and Sale

Purchase and

Agreement

dated

February

EXHIBIT "C"
TERMS OF PURCHASE AND SALE

1.
PURCHASE AND SALE.Subject to the terms of this instrument,
Seller agrees to sell to Purchaser and Purchaser agrees

to

purchase from Seller

the

following property (collectively, the "


Property"):1.
1
The

other improvements

Leasehold

situated
the

Interest; 1.
2

on the Shorecrest Hotel

rights pertaining

to

the Improvements, or Leasehold


strips, gores, easements,

and

to

Property

extent owned by Seller;

licenses, permits, and contract

All buildings, structures

ownership

1.
3

deposits,

and/or operation of

Interest, if

privileges, rights- ofway,riparian and

lands underlying any adjacent streets


or

All

any; 1.4 All

other

water

roads,and

rights, rights to

other

tenements, hereditaments

and

appurtenances, if any, pertaining to or accruing to

CLOSING

termination,

DATE.

the benefit

of

Subject

other

to

of the Leasehold Interest. 2.

provisions of this instrument for extension or

closing on the transaction described in this instrument ( the Closing") shall be

at the offices of
Brickell Avenue,

the owner

the attorneys

for Purchaser,

Miami,Florida 33131,on or before December 31,

to be

determined

by

Purchaser

upon not less

the Closing
"
Date"),
In
Price

is

to

be

derived from

institutional

the

financing

than

1997, on

held
Holland & Knight,

a date

ten 10)
( days' prior written notice

event

701

a portion of the

to Seller (

Purchase

or refinancing, the requirements of the

of mortgage
of

proceeds, shall control, provided that disbursement shall

occur on

the

day

Closing.
3.
PURCHASE
PRICE. 3.
1 The

be paid by Purchaser to

Seller

Hundred

and No/100

at

Thousand

Closing, subject

to prorations

total

100, 000),
in cash
Dollars ($
3,

and adjustments as

title evidence.

provided

herein, to

wire

be

paid by

transfer. 4.
TITLE. Purchaser shall

Seller shall convey to Purchaser at closing, good

and marketable and insurable title to the Leasehold Interest, with warranty
of

to

lawful

Price")to

for the Property is Three Million One

cashier' s check or by
obtain its own

purchase prIce ( the " Purchase

claims of all persons claiming by, through or under

and clear of

all

title limited

Seller, free

liens, encumbrances, leases,tenancies, covenants, conditions,


restrictions,

rights- ofway, easements and other

matters

affecting title,except the following ( the "Permitted Exceptions"):4.


1

Ad valorem real estate taxes for

the
Rights,

title

or

or recreational area

of

of

the most

other line

which

has

the public

zoning

inland of

water

any

ordinances

and regulations;

to use as

part of the Property lying between the water

the most extreme high


vegetation; ( b)

any

closing; 4.2 All applicable

interest, if any, of

any

Hotel Property and

year

of the

abutting
fol owing: (

mark; c)
(
the bulkhead

the

3
4.

public

beach

Shore crest

a)
the natural

line

line;or

d)

4.
4 The Coastal Construction Control Line

for

Dade

County, Florida; 4.5 Possible lack of title to any portion


the Shorecrest

Hotel

Property that lies easterly of the

Book 105,page 62

of

the Public

Erosion

Records

Control Line

of Dade

County,

of

shown

Florida, and

on Plat
westerly of

the mean high

water

easements
any

portion

line of the Atlantic Ocean;4.


6 Rights

of the United States government for commerce,

of

said land

which has been

and

navigation, recreation and fisheries in and to

created

by

artificial means

or accreted

to

any portion

so created and riparian rights,

if any;and

4.
7 Terms and conditions of
the Existing Ground Lease.5.SELLER' S REPRESENTATIONS. WARRANTIES
AND COVENANTS. Seller
represents

and
warrants

to Purchaser

and covenants and agrees with Purchaser as follows:

5.1 There are

no agreements currently in
the

effect which

restrict

the sale of

Leasehold Interest;
5.2 Seller

3
5.

At

the right,

has

all times prior

to

power

and

authority

and

to the best of Seller' s knowledge

and

to consummate the transactions contemplated

as

of

herein;

Closing,

belief,all of Seller' s

representations, warranties and covenants contained herein shall

be

true and

correct;

no representation or

warranty

upon such payment, both

this

Agreement;

parties shall be released

from all further

obligations under

or

7.
1.
3 Seek specific
s obligations hereunder. 7.
2 In

performance

of Seller'

the event Purchaser fails to

purchase the Leasehold Interest in accordance with the terms hereof,Seller shall
pay to
Purchaser

an

amount equal to RP' s Contribution, together


with any amounts due

Purchaser pursuant to the

Letter

of Intent dated March 5,


1997, as

may be amended, between the parties; whereupon both

from

proratable

items,

including real

estate

all

parties

shall be

further obligations under this

it

released

Agreement. 8.
PRORATIONS. All

taxes,

shall be prorated as of the Closing


Date.

IMPROVEMENT
9.

Date, if any, are the

LIENS.

Certified liens

for governmental

At

any,due on

the Closing, Purchaser

the

costs of any instruments


the recording costs on

special

assessments

as of the Closing

responsibility

of the Seller and

CLOSING COSTS.

improvements or

pay

be paid at closing. 10.

the

documentary stamps and

assignment of Leasehold Interest.Each

received

documents

shall

shall

by

necessary to

that

party

surtax, if

shall bear the recording

party,except that Seller shall pay

clear

title. Purchaser

shall
pay for its own title insurance policy and

CLOSING. 11. 1

Seller

shall convey title

to the Leasehold

survey. 11.

Interest, with limited warranty

subject only

to the Permitted

shall also deliver to Purchaser at the

Exceptions. Seller

Closing:
11.

title

insurer and

Purchaser,

1.
1 a mechanic' s lien affidavit, to the

in form

standard exception relating to such

delete the

easements

Insurer

and

and

that

Purchaser,

in Purchaser' s

liens

Seller' s knowledge, there are no unrecorded

that, to

Seller has done nothing to

change

the

Survey,

in form acceptable to Purchaser' s

exceptions

relating

to such matters
Purchaser'

1. 3
11.

purposes of

leasehold

insurance policy; 11.1.


2 an affidavit, to

title

the Title

to Purchaser' s title insurer to

ac eptable

the

state

of facts

Title Insurer

shown

to delete the standard

in

leasehold

a gap affidavit and

title

indemnification

agreement

insurance
acceptable

policy;

to Title

Insurer

for

deleting
the gap"
"
from Purchaser' s title commitment

policy;

on

4 instruments
11.1.

necessary

to

clear

and

title,if any, including

those
required
remove

standard

of deposits, licenses,

exceptions from

under

this

Agreement

to

title policy;11.1.5 appropriate

the

assignments

easements, rightsway, contract rights, intangible


of-

and other property

and

rights included in this

transaction;

rights

11. 1.

other documentation

as may be

the non-withholding requirements

a non- foreign certificate

and satisfactory to Purchaser

appropriate

under FIRPTA and any

statute

other

and

meet

to

federal

or regulations; 11.1.8 an appropriate reporting

form to be submit ed with

the deed at time of recordation; 11. 1.9 provided


the Agency then holds title

to

an amendment

to

reasonably acceptable

fee interest in

the Shore crest

permit

and

Seller,

institutional

containing

leasehold

provisions customarily contained in

financing, on a
a

of

nonsubordinated

Lease

Purchaser, reinstating the Existing Ground Lease

hotel on the Shorecrest

has

been merged

at the
if,

ground

Hotel

and content reasonably acceptable

time of closing, said Existing Ground

into the fee

title in the Shore crest Hotel Property then owned


the

2
Seller.11.

shall

for

estate

brokerage

each execute such other documents as are reasonably necessary to

similar

or finder claiming to have


parties

each

represent and warrant to the

broker, salesman or finder was involved in this transaction.


or

hereto,

then

by

Seller and Purchaser

this transaction. 12.BROKERS. The parties

real

leases

basis,

Property; and 11.1.


10 an instrument, in form

to

Hotel Property,

the Existing Ground Lease, in form

to Purchaser

so as to

the

fees in connection

dealt

that

party

with

this transaction

is made

If

by

other

consummate

that no

a claim

any broker,

salesman

through or on behalf of one of the


shall

indemnify, defend

and

hold

reasonable attorneys' fees and court costs,

post judgment proceedings) with respect


of this section shall survive the

including

those for

to said claim for

Closing

or

appellate

The provisions

brokerage.

the termination

or

matters and

cancellation of the

Option.
13.
ASSIG

be assigned by

Purchaser

to

NABILITY.

The

right

to acquire the Leasehold

Donahue Peebles
an entity in which R.

has

Interest may

an

interest. 14.
INSPECTIONS. .
Purchaser, and Purchaser' s agents and
contractors, shall

have the

right during the term hereof to enter

all reasonable times for purposes of


hereby agrees to

and does

liabilities, damages,
and court
such

inspection,

claims,

tests

the Property at

and

studies.Purchaser

indemnify, defend and hold Seller harmless from

costs,or

costs)for bodily

test

inspection and making

upon

injury,

expenses

all

whatsoever (including reasonable attorneys' fees

death,or property damage

or study.The provisions of this Section shall

resulting from

any

survive

the Closing. 15.


NOTICES. Any notices required or permitted to be
given hereunder
return

receipt

shall be

delivered

by

requested, in a

postage

recognized overnight delivery

effective

only

upon receipt

service,

hand,mailed

by certified

or

registered mail,

prepaid envelope, or delivered by a

nationally

and addressed as described below; notices shall


be deemed

or

refusal of delivery.

Notices

to Purchaser: RDP Royal


Hotel Limited
Company
701 Brickell

Palm

With

copy to:

Holland & Knight


701 Brickell
Avenue, #3000
Miami, Florida 33131 Attn: Stuart

K.
Hoffman, Esq.

Notices to

Seller:Miami

Beach Redevelopment Agency


1700 Convention Center
Drive Miami Beach, FL 33139 Attn:
Jose

Garcia-

Director With a copy


to:Murray Dubbin, General

Pedrosa, Executive

Counsel City
of Miami Beach

1700 Convention Center


Miami

shall be conveyed

any

improvements

to

from

RISK
Beach,FL 33139 16.

Purchaser

in

the

Property

between the

Closing

agreed

Agreement and
Upon

receipt

unless

Leasehold Interest, Seller shall promptly

send such communication, or a copy of

shall have the

The Property

condition. Seller
is"

shall not remove

date of this
to

in writing

of an offer or

or quasi- governmental body seeking to


the

its as
"

OF LOSS. 16.

by

any notice or communication from any governmental

take under
notify Purchaser

Purchaser.16.2

its power of

of the receipt of same

to
it,

of

the Option

domain

and shall

Purchaser. Upon receipt of such

right to rescind the exercise

eminent

by

notice,Purchaser

delivery of written

notice to Seller within twenty ( 20)


days of Purchaser' s receipt of the
communication from Seller,

allow Purchaser said

and
twenty (

the closing shall be extended, if necessary, to

20)
days. In the event Purchaser elects

Purchaser shall receive a refund of

the RP

to

rescind, then

Contribution, in which case both parties

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