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RESOLUTION NO.
A
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
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 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
the
Agency
pertaining
Shorecrest
purchaser; a, nd
for a
regularly scheduled Agency Board
provides
meetings
in
purchase
must
Agency. as
and WHEREAS~
the Leasehold
are no
be
teJ:I:
r:
of
herein;and WHEREAS"
the acquisition of the
parts of and are
consistent
with
Village Redevelopment
are
public purposes
tourism.and
are
of the
improving the
economy; and
in
Convention Center,
increasing
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
by
the
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
Agreement attached
and Secretary
take
an assignment
are authorized
of the
in
that the
are public
purposes, '\Nill
benefit the
public, and
the
are necessary,
are parts of and are
consistent
Convention Village
CenterHistoric
4.
The Chairman and
Leasehold and
the
development of the
Hotel
are
Florida Statutes.5.
Ibis resolution
day
of
March, 1997.
CHAIRMAN
ATTEST:Robd' fOA~
SECRETARY
APPROVED
ItS TO
Miami Beach
Redevelopment Agency
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 $4. 5
be used to
will
obligation
towards
the
property
RESOLDnON NO_
A
RESOLUlTON OF THE
BEACH
CHA..l:&."\
V AND ME."
fAJ.'
IBERs OF THE
MlA.Mr
REDEVELOPME~iT AGENCY (
THE "
THE
AGENcY TO
AGENCY")
ACQUll.U:THE
AUTHORIZING
SHORECREST HOTEL
lNTEREST;
AUTRORlZl1'iG THE
LEASEHOLD
AGENCY TO
MILLION FOR
PAY$
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
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,
provides for
no Tegw",Iy schednled
Leasehold
a closing. on or
Ageocy
Board
the agreement to
. and purchase
1997
befureMarclt 31,
meeting;
the teDllS
of
the
there are
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
areauthor...
zed by
Stal:utes.5.
Ibis resolution
shall take
163,Florida
effect
AND
this
dayof
March.1997.
CHAJRJ.'-
1AN A 1lEST:
SECRETARY
APPROVED
AS TO
SHORECRESTOPTIONAGREEMENT
Option Agreement
as
of the _
day
Florida
limited
company ("
liability
BEACH REDEVELOPMENT
AGENCY,
RP"); and
the
MIAMI
politic ("
Agency").
BACKGROUND
1.
CenterlHistoric
Redevelopment
and
established
by the
adoption
of a
in
facilities,
and
to the
the Royal
"
commitment
necessary linkages
Redevelopment
Palm Hotel
to the Miami
has
Mrican-American
community
with an opportunity in
Agency published
convention hotel
5,1996, after
the "
of the Agency
and
the hospitality
Palm Hotel (
industry by making
Request for
furtherance of the
operation of a
to
public
to provide
Plan,the
Plan (
Redevelopment
Beach,
Miami
Redevelopment
Plan").
The Redevelopment Plan represents the effort and
foster the
Pursuant
Florida,was officially
to
In
be
owned
by African- Americans.
Agency
On
4.
selected
RP
June
from
"
negotiate the
to
property lying
RP'
RFP, RP offered
s response to the
the
Royal Palm
Hotel
contracts to
Hotel
Hotel Property,
of
the Hotel
which property is
the
was approximately $
whereby
the
developed
it
the
lessor
portion
the fee
of
title to
long
term
basis
the
Royal Palm
pursuant to a ground
by
Counsel
the best
and
leasehold interests
of
The General
a street address
is in
and
be
known
would be
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
to be
to
of the RFP.
connection
requirements
develop,
to RP as part of
the
of
Ground Lease.
the interests
in
Property
to RP
as
not
material
8.
Simultaneous with the execution of this Agreement, RP has caused to
be
assigned to
the
Agency all of
made
"
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
concerning
Ground
in
to
Exhibit "B"
attached hereto
the
and
the
agreement ( the
lessor' s interest
in the Existing
said litigation,
pending relating
RP
to
the
event of
finalized all of
the
Interests
favorable outcome or
to be
settlement
of
conveyed
by the
parties
an
of
to
develop
the
principals
of
RP have consistently
as
to reach
agreement
"
without
in favor of RP
to
Agency and
to enter into
Section,
are unable to
RP
eminent
Property in connection
domain
litigation
and
Royal
the
the Agency
for,inter
alia,
an
option
the
development of the
consistently
has
to
Contract to
the
conveyed to
Hotel. 14.
The Agency
acknowledged,
be
institute
both the
the
on
Properties.
of
for
other
hereby
agree
as
follows:
Recitals. The
1.
and
correct
delivery of
the Leasehold
Interest.
The
Agency
expended the
sum of 3,
$100,
Leasehold Interest at
and RP
s Contribution"). 3.
Ootion to Purchase
consideration of the
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
single convention
hotel complex
as
favor of
to exercise
the Option..
The Option shall be exercised
on
shall
s first
Terms
repay
or
before
to RP
December
by
agreement, RP
RP,if
00 p.m.
the "Option(
5:
Period").
If
RP'
RP' s Contribution
deliver
holder,a
described
as
manner
the Option")
" to
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
Leasehold Interest on the terms and conditions set forth in the Terms
of
the
are
of
payment
Terms").In
sum
approx. $
purchase
expended the
not
later
than
the Option
November 30,
is
an amount
1997 at
equal
to
accrue
7,1997 to the
date
of payment at the
rate
of
14%
per
to specifically enforce
the acquisition
of
annum. 4.
Fee
the
faith,attempt
Fee
Interests
the
to
however, to institute eminent domain litigation and proceedings with regard to the Fee
such
completion
execution of
the
basic
terms
of
parties
of
Option
ii)
the expiration of the
in a
jeopardize the
shall
County, Florida,
instrument assigning
that
the
until
Option Period
simultaneous
Leasehold
with
the
Interest to
the Agency.
(
the earlier to occur of:i)
the Agency and
repayment
Fee Contract
the Option
and after
further
Hotel by RP. 5.
Recordinl S. Simultaneous with the
the
parties
that
at
of
the
setting forth
discretion, believes
Interests
definitive
by
RP
by
to be recorded
among
RP after exercise of
the Option,
of
Dade
County,Florida, any
instrument or
Property, including
Existing Ground
may be withheld
by
the
Agency'
right
hts.
Notwithstanding
anything to
the contrary,
and
termination
or a
6.
Reservation
Ril!'
of
domain
with
and
against any
and/
persons
or the fee
however, RP reserves
or
the
entities
interests
right to contest
Agreement.
7.
Miscellaneous. 7.1 This Agreement has been negotiated
and
the
State
of
determined
provision shall
by
be
given its
nearest
legal
meaning
or
be
3 In
effect. 7.
the event
provision
prevailing
is made in this
commenced,
appellate
including
those for
and post
7.
4 Each party
and preparation
shall
of
not
be
more
shall
are
shall
the computation
this
counsel.
Whenever
shall
used
Accordingly, this
Agreement
shall
paragraph
provision of
not be deemed to
this
Agreement. 7.
7 Any
reference in
end on
Saturday,
period provided
for in
extend
Miami Beach
entire
the
agreement
between
Intent
between
dated March 5,
1997, this
parties relating
to
the
business day.7.
8
matters contained
Agreement
constitutes the
of
IS
be disregarded. 7.
6 The captions in this Agreement
alter any
to time
litigation
judgment proceedings.
this Agreement
not
singular
or
this Agreement to
enforcement
9 All references in
7.
of
the parties
binding upon
their
respective
successors
and
are inserted in
or
attached
assigns.
7.
11 Typewritten
to
this
or
handwritten provisions
and
which bear
the signature of the party against whom enforcement of that provision is sought
be
which
shall
12 This
in conflict. 7.
in
counterparts. 7.
13
WHEREOF, the
Agreement
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
7,1996,by Second
EXHIBIT "B"
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
the
other improvements
Leasehold
situated
the
Interest; 1.
2
rights pertaining
to
and
to
Property
ownership
1.
3
deposits,
and/or operation of
Interest, if
All
other
water
roads,and
rights, rights to
other
tenements, hereditaments
and
CLOSING
termination,
DATE.
the benefit
of
Subject
other
to
at the offices of
Brickell Avenue,
the owner
the attorneys
for Purchaser,
to be
determined
by
Purchaser
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
of mortgage
of
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
and marketable and insurable title to the Leasehold Interest, with warranty
of
to
lawful
Price")to
cashier' s check or by
obtain its own
and clear of
all
title limited
Seller, free
matters
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
any
interest, if any, of
any
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
Hotel
Book 105,page 62
of
the Public
Erosion
Records
Control Line
of Dade
County,
of
shown
Florida, and
on Plat
westerly of
water
easements
any
portion
of
said land
and
created
by
artificial means
or accreted
to
any portion
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
no agreements currently in
the
effect which
restrict
the sale of
Leasehold Interest;
5.2 Seller
3
5.
At
the right,
has
to
power
and
authority
and
and
as
of
herein;
Closing,
belief,all of Seller' s
be
true and
correct;
no representation or
warranty
this
Agreement;
obligations under
or
7.
1.
3 Seek specific
s obligations hereunder. 7.
2 In
performance
of Seller'
purchase the Leasehold Interest in accordance with the terms hereof,Seller shall
pay to
Purchaser
an
Letter
from
proratable
items,
including real
estate
all
parties
shall be
it
released
Agreement. 8.
PRORATIONS. All
taxes,
IMPROVEMENT
9.
LIENS.
Certified liens
for governmental
At
any,due on
the
special
assessments
as of the Closing
responsibility
CLOSING COSTS.
improvements or
pay
the
received
documents
shall
shall
by
necessary to
that
party
surtax, if
clear
title. Purchaser
shall
pay for its own title insurance policy and
CLOSING. 11. 1
Seller
to the Leasehold
survey. 11.
subject only
to the Permitted
Exceptions. Seller
Closing:
11.
title
insurer and
Purchaser,
1.
1 a mechanic' s lien affidavit, to the
in form
delete the
easements
Insurer
and
and
that
Purchaser,
in Purchaser' s
liens
that, to
change
the
Survey,
exceptions
relating
to such matters
Purchaser'
1. 3
11.
purposes of
leasehold
title
the Title
ac eptable
the
state
of facts
Title Insurer
shown
in
leasehold
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
those
required
remove
standard
of deposits, licenses,
exceptions from
under
this
Agreement
to
the
assignments
and
transaction;
rights
11. 1.
other documentation
as may be
appropriate
statute
other
and
meet
to
federal
to
an amendment
to
reasonably acceptable
fee interest in
permit
and
Seller,
institutional
containing
leasehold
financing, on a
a
of
nonsubordinated
Lease
has
been merged
at the
if,
ground
Hotel
2
Seller.11.
shall
for
estate
brokerage
similar
each
hereto,
then
by
real
leases
basis,
to
Hotel Property,
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
indemnify, defend
and
hold
including
those 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
Donahue Peebles
an entity in which R.
has
Interest may
an
interest. 14.
INSPECTIONS. .
Purchaser, and Purchaser' s agents and
contractors, shall
have the
and does
liabilities, damages,
and court
such
inspection,
claims,
tests
the Property at
and
studies.Purchaser
costs,or
costs)for bodily
test
upon
injury,
expenses
all
resulting from
any
survive
receipt
shall be
delivered
by
requested, in a
postage
effective
only
upon receipt
service,
hand,mailed
by certified
or
registered mail,
nationally
or
refusal of delivery.
Notices
Palm
With
copy to:
K.
Hoffman, Esq.
Notices to
Seller:Miami
Garcia-
Pedrosa, Executive
Counsel City
of Miami Beach
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
The Property
condition. Seller
is"
date of this
to
in writing
of an offer or
its as
"
OF LOSS. 16.
by
take under
notify Purchaser
Purchaser.16.2
its power of
to
it,
of
the Option
domain
and shall
eminent
by
notice,Purchaser
delivery of written
and
twenty (
20)
days. In the event Purchaser elects
the RP
to
rescind, then