002-1999 LTC
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
http:\\ci.miami-beach.f1.us
L.T.C. No. 2-1999
LETTER TO COMMISSION
January 6, 1999
TO: Mayor Neisen O. Kasdin and
Members of the City C mission
FROM: Sergio Rodriguez
City Manager
SUBJECT: ROYAL PALM CROWN PLAZA RESORT
Attached you will find correspondence from Richard Matlof of Peebles Atlantic Development
Corporation in connection with the Royal Palm Hotel Development. In summary, the Royal Palm
is requesting certain modifications to the Ground Lease to provide for the abatement of a portion of
the rental provisions.
Although the letter dated January 5, 1999 requests that the City not respond to the original
correspondence dated December 22, 1998, I feel it is important that the Administration clearly
articulate its position. Accordingly, attached you will also find my response and recommendation
that the Redevelopment Agency not consider the requested modifications to the Ground Lease.
Please feel free to contact me if you wish to discuss this further.
SRlCMC/jph
Attachments (3)
c: Murray Dubbin, City Attorney
Christina M. Cuervo, Assistant City Manager
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
CITY OF MIAMI BEACH
OFFICE OF THE CITY MANAGER
TELEPHONE: (305) 673-7010
FAX: (305) 673-7782
January 8, 1999
Mr. Richard A. Matlof
Peebles Atlantic Development Corporation
100 S. E. Second Avenue
46th Floor
Miami, FL 33131
Re: Royal Palm Crowne Plaza Resort
Dear Mr. Matlof,
(CORRECTED FIRST PAGE)
Your letters of December 22, 1998 and January 5, 1999, addressed to Assistant City Manager
Christina M. Cuervo have been brought to my attention. Although your letter of January 5th states
that the December 22nd letter is a draft for discussion, I feel that a written response is necessary in
order to crystalize some of the issues involved. While I am sympathetic to the situation resulting from
delays in the pre-development schedule for construction of the Royal Palm Crowne Plaza Resort (the
"Project"), I am not willing at this time to recommend that the Chairman and Directors of Miami
Beach Redevelopment Agency (the "Agency") approve any amendments to the Ground Lease and
Hotel Development Agreement in connection with the Project, other than those necessary to reflect
that the Royal Palm Hotel building will be replicated, rather than renovated, and to reflect any
necessary changes to the Development Cost Budget as a result thereof
-
Throughout the negotiations among the City, the Agency and RDP Royal Palm Hotel Limited
Partnership (the "Developer") in connection with the documentation for the Project, the Loews
Miami Beach Hotel ("Loews Hotel") transaction was cited by the Developer's negotiating team as
precedent for the Developer's negotiating points. The City's negotiating team explained countless
times that the two transactions are substantially different in structure and cannot be compared on a
dollar-for-dollar basis.
In the Loews transaction, the ground lease payments to the Agency are not subordinated to
the bank financing for the Loews Hotel. In the case of the Project, the Agency agreed to subordinate
the ground lease payments to the first $10,000,000 of financing for the Project.
k\lCWln'EWPlMA UO. t.n
Mr. Richard A. Matlof
Peebles Atlantic Development Corporation
January 8, 1999
Page 2
Another difference is that in the Loews transaction, the Agency participates in the revenues
of the Loews Hotel on the basis of different tiers of revenue levels on an on-going basis. With regard
to the Project, the Agency receives a ground rent that is capped at an 8% return on the Agency's
$10,000,000 investment in the Project site. There is no provision for a return on the funds in excess
of $10,000,000 that the Agency and the City have invested in the Project.
The Developer has been aware since the day that the Request for Proposals was made public
that the Agency's commitment to the Project would be $10,000,000. The Agency has expended
more than that amount on the Project, including, among other things, the legal expenses (e.g., legal
fees and expenses of defendants in the eminent domain proceedings) incurred in the acquisition of the
Shorecrest Hotel which the Agency would not have incurred if the Developer had closed its contract
to purchase that property on a timely basis. In addition to substantial legal fees incurred in the
negotiation of the transaction and the drafting of the legal documents for the transaction, the Agency
agreed to pay, or obtain waivers of, substantial City and Miami-Dade County fees. In this regard,
the Agency will have to pay parking impact fees (currently estimated to be in the magnitude of
$535,000) to the City as a result of the demolition of the Royal Palm Hotel. Thus, while the
Developer has experienced some level of disappointment with regard to the projected economics of
the Project, the Agency has also experienced substantial unanticipated additional expenses associated
with the Project.
In addition to the foregoing, the selection of the Developer was the culmination of a request
for proposals process in which the amount of the annual ground lease payment and the rate of return
to the Agency was a major factor in the decision-making process. A reduction in that payment or the
rate of return to the City may ( a) not be legal, and/or (b) give the other proposers a cause of action
against the City and/or the Agency. The Agency's request for proposals ("RFP") clearly outlined a
financial structure far different from that of the Loews Hotel transaction, and the Developer
voluntarily respond~d to the RFP.
F~y, with regard to any "excessive delays associated with the protracted pre-development
schedule" that are mentioned in the first paragraph of your letter, please note that delays resulted from
the Developer's failure to close on its contract on the Shorecrest (which resulted not only in delays,
but in additional expense to the Agency because it had to initiate eminent domain proceedings to
obtain the property); from the Developer's repeated failure to deliver its documentation when
promised; from the Developer's change of hotel franchises; and from other changes in the structure
of the transaction that were originated by the Developer.
It is clear that the Agency has already substantially increased its investment beyond its originaltcommitment. Although I am cognizant of the Developer's issues with regard to the economics of the
k\ICWIl'C1iWNUnoF LEI'
Mr. Richard A. Matlof
Peebles Atlantic Development Corporation
January 8, 1999
Page 3
Project, I cannot, in view of the substantial amounts that the Agency and the City have already
committed to the Project, recommend the requested modifications to the Ground Lease to the
Chairman and Directors of the Agency.
Very truly yours,
cc: Chairman and Directors of the Agency
Christina M. Cuervo, Assistant City Manager
Murray H. Dubbin, City Attorney
Joel N. Minsker, Esq.
R. Donahue Peebles
},t~n.oPLIT
01/05/99 11m 17:41 FAX 3059955340
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Peebles
Atlantic
Development
Corporation
100 S.E. Second Street
461h Floor
Miami, FL 33131
305 995 5330
305 995 5340 Fax
January 5, 1999
Ms. Christina Cuervo
Assistant City Manager
CitY of Miami Beach, Florida
Dear Ms. Cuervo:
ThiS letter is to inform you that my prior letter to you dated December 22. 1998
concerning the Royal Palm Hotel development should be considered a draft document
intended only to facilitate a continuing dialogue on the various points raised therein.
Accordingly. no formal response to my letter is necessary from the City.
Thank you for your cooperation and we look forward to continuing to work with you
on making our project a success for all parties concerned.
Sincerely,
Richard A. Matlof
Executive Vice President
cc: R. Donahue Peebles
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PEEBLES A TLANTIC DEVELOPMENT CORPORATION
NATIONSBANK TOWER
100 S.E. SECOND STREET
SUITE 4650
MIAMI, FLORIDA 33131
TELEPHONE: 305~995~5330
FACSIMILE: 305-995-5340
DATE: '2.12.11 ~ f
TO: C~ \S"1\ wA CU~e.tJ ()
FROM: R,(.o A. M/tn..1F
RE: !:.D\J.tl Pit", ~E~ ($.,IJt*.(
FAX: 1- '3oS ~""'7:S -77(. j..
TOTAL # OF PAGES: 5
COMMENTS:
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Peebles
Atlantic
Development
Corporafion
100 S.E. Second Street
46th Floo!
Miami. Fl 33131
305 995 5330
305 995 5340 Fax
December 22, 1998
Ms. Chlistina Cuervo
Assistant City Manager
City of Miami Beach
Re: Royal Palm Crowne Pla1.3 Resort
Based on recently completed internal analyses, Royal Palm Hotel LP has concluded that it has
been forced to endure undue economic hardship caused by the excessive delays associated with
the protracted pre-development schedule for the subject hotel and Is, by virtue of its lease
structure, at a competitive economic disadvantage with other City/RDA supported hotel
development projects.
Regarding project timing, given the myriad of development hurdles imposed by involvement of
and negotiation with numerous municipal entitles associated with the required development
process and, despite the expenditure of significant amounts of developer's equity funds to
support the concentrated efforts of a highly qualified project team, the Royal Palm Hotel project
took over two years to proceed from RFP award to groundbreaking,
As a result of this protracted pre-development tlmeframe, the opening of the hotel is projected for
early 2000, nearly four years after the initial RFP award of development rights to our team.
During this elongated development timeframe, we have been forced to absorb several material
increases in the development's project cost. In addition, as you know, recent on-site construction
efforts have led to circumstances which will likely cause further delays in project completion as
well as a material increase in project cost.
Further, we are all well aware that the intent of the City/RDA's support efforts in the Convention
Center District with the Royal Palm and Loews Hotels was intended to allow Miami Beach to
recapture a leadership position in the group meeting and convention malket. As such, we will be
involved in joint marketing and promotional efforts with Loews for significant group tourism
support activities. However, as illustrated on the attached Exhibit 1, there is a significant degree
of imbalance between the Base Rent amounts assessed on the Royal Palm and Loews Hotel
projects. The differences in Base Rents display an obvious disparity when measurecf ~n"'a per
rOom and, even more so, when compared 011 the basis of percentage of City investment.
In addition, the Royal Palm project is required to repay the City its investment within 25 years, as
opposed to much longer repayment terms provided for in other similar RDA development
projects.
Correspondingly, the Royal Palm is at a significant economic disadvantage with the Loews, which
jeopardizes our relative economic viability and is contrary to the spirit of combined efforts for both
hotels. In addition, we believe it is symbolically important for the RDA that the Royal Palm be
seen as beIng treated equally with the Loews project, especially in view of the need to garner
continuing public support and confidence for further RDA efforts.
12/28/98 MON 12:37 FAX 3059955340
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Ms. Christina Cuervo
December 22, 1998
Page 2
As a means to deal with these issues. Royal Palm Hotel LP fonnally requests a modification to its
Ground Rent schedule, providing for the following:
)- Abatement of Additional Rent in the amount of $270,000 per annum
:Y Abatement of Incentive Rent in the amount of $200,000 per annum
J;. Abatement of "Look-Back" Rent in the amount $110,000 per annum
., Abatement of $20,000 of the $220,000 annual Base Rent Payment
Resulting In total revised Base Rent Payable of $200,000 per year.
The requested Ground Rent reduction is intended to provide for an increase in bOrrowing capacity
sufficient to tuncl the increasecl costs attributable to the protracted development delays and allow
for the hotel to effectively compete on a parity basis with its sister Convention Center Hotel
property ~
As a further means of justification and as summartzed on the attached Exhibit 2, the projected net
excess of City/RDA Revenue over RDA Bond debt service attributable to the Royal Palm Crowne
Plaza project is in excess of $1.0 million in every year after the full payment of debt service
associated with the City's investment, even alferthe proposed rent adjustments have been taken.
These results are the equivalent of 13% within the first 5 years of operation of the hotel.
Accordingly, as also shown on Exhibit 1, even after incorporating the rent reductions requested
herein, the Base Rent. measured as a percent of City investment remains higher than that
assessed to the Loews.
We are also aware of the City's desire to alter the economics of the current 16th Street Municipal
Garage Agreement. In the spirit of cooperation, we are willing to work with you on this issue in
conjunction with this request for base rent reduction as a means to offset and rebalance the City's
public investment and projected return position.
We trust the City staff will cooperate in an objective review of our request and we look forward to
discussing this matter further with you at your earliest convenience. In the interim, we will be
happy to al'}Swer any questions you may have.
. ~ ....'~
'Sincerely,
Richard A. Matlof
Senior Vice President
Attachments
cc: R. Donahue Peebles
12/28/98
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