95-21470 RESO Incomplete
.'
RESOLUTION NO. 95-21470
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA RATIFYING THE
ACTIONS OF THE MIAMI BEACH REDEVELOPMENT
AGENCY ("AGENCY") IN AUTHORIZING THE CHAIRMAN,
GENERAL COUNSEL AND SECRETARY TO EXECUTE THE
ATTACHED SETTLEMENT AGREEMENT AND JOINT
MOTION FOR STIPULATED FINAL JUDGMENT
RESOLVING THE CONDEMNATION SUIT AND PROVIDING
FOR THE PURCHASE BY THE AGENCY OF THE ROYAL
PALM HOTEL, 1545 COLLINS AVENUE, MIAMI BEACH,
FLORIDA, WHICH PERTAINS TO A REDEVELOPMENT
PROJECT WITHIN THE CITY LIMITS, AND AUTHORIZING
THE AGENCY TO TAKE ALL INCIDENTAL ACTIONS IN
CONNECTION THEREWITH.
WHEREAS, the Royal Palm Hotel, 1545 Collins Avenue, Miami Beach, Florida has
been identified as a portion of the site upon which an African-American owned hotel will
be built; and
WHEREAS, the hotel will promote convention center and other tourism business
in the City of Miami Beach; and
WHEREAS, as with the acquisition of real estate in connection with the hotel project
being negotiated with Loews Hotel Corp., the Agency desires to acquire the land where
the African-American hotel project will be built to facilitate the development of the hotel
project; and
WHEREAS, a condemnation suit currently is pending regarding the Royal Palm
Hotel; and
WHEREAS, the Royal Palm Hotel is located within a redevelopment district within
the City limits.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the actions of the
Redevelopment Agency in authorizing the Chairman, General Counsel and Secretary to
execute the attached settlement agreement and Joint Motion for Stipulated Final Judgment
resolving the condemnation suit and providing for the purchase by the Agency of the Royal
Palm Hotel, 1545 Collins Avenue, Miami Beach, Florida, which pertains to a
redevelopment project within the City limits, and authorizing the Agency to take all
incidental actions in connection therewith, are ratified.
PASSED and ADOPTED THIS 18th day of January 1995.
MAYOR
ATTEST:
CITY CLERK
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FORM APPROVED
LEGAL DEPT.
By
JC'.c;:)
Date
1-/3-<'~-
2
m THE CI:RCUI:T COVR'l' OF THE
11TH JUDI:CXAL CXRCUI:T m AND
FOR DADE COUN'l'Y, FLORXDA
GENERAL JURXSDXCTXON DXViSI:ON
CASE NO. 94-22347 (CA 10)
MXAMI: BEACH REDEVELOPHEN'l'
AGENCY,
Pe~i~ioner,
vs.
DRAFT
CARYL E. UNGER and ARTHUR S.
UNGER, e~ al..,
Def.ndan~l!I.
I
8I1TTI.-"- A_..........
This Se~~l.emen~ Aqreelllen~ (nSettlelllen~ Aqreement") has been
made and en~ered into on this
day of January, 1995, by and
between the Petitioner, Mill.i Beach Redevelopmen~ Aqency, llnd
Defendants, Caryl. E. Unqer, Co-Trustee ot the Caryl. E. unger Trust
under Wil.l. of syl.via S. Rose, deceased as to an undivided 18.75
percent interest, Arthur s. Unqer, Co-Trustee of the caryl. E. unqer
Trust under Wil.l. of sylvia S. Rose, deceased as to an undivided
18.75 percent interest, caryl E. Unqer, Co-Trustee of the Caryl. E.
" unqer Trust under Will of Joseph M. Rose, deceased as ~o an
undivided 40.8 percen~ interest, Caryl E. Unger, Co-Trustee of
the Caryl E. Unqer Trust under Will. of Joseph M. Rose, deceased
as to an undivided 40.8 percent interest, Arthur S. unger, Co-
Trustee of the Cllryl E. Unqer Trust under Will of Joseph M. Rose,
1Jt\OH9!l\OOO1IAACCOOl.1,^
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CASE NO. 94-22347 CA 10
deceased as to an undivided 40.8 percent interest, caryl E. unger,
I:ndividually as to an undivided 40.45 percent interest, as ~ollows:
1. Petitioner and De~endants hereby aqree to settle the
above-styled cause o~ the terms, provisions and conditions set
forth in the Stipulated Final Judgment attached hereto as Exhibit
"1". The terms, provisions and conditions o~ the stipulated Final
Judgment are hereby adopted and incorporated into this agreement.
2. This agreement and the exhibit attached hereto constitute
the entire ag'reement between the parties pertaining' to the Property
(defined in Exhibit "1" attached) and supersede all prior
ag'reements, arrang'ements, understanding's and representations,
warranties, cOll\lllitments and COll\lllunications (oral or written)
related to the subject matter hereof.
The parties to this
agreement make no representations or warranties except as set forth
in this agreement and the exhibit attached hereto. No supplement,
modification or amendment of this agreement or the exhibit attached
hereto shall be binding unless executed in writing by all of the
parties. No waiver of any provisions o~ the agreement in anyone
instance shall be de_ed, or shall constitute, a wa.1ver of any
other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless
executed in writing' by a party making' the waiver.
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CASE NO. 94-22347 CA 10
3. The parties hereto agree that the circuit Court of
Eleventh Judicial Circuit in and for Dade County, Florida, Case No.
94-22347 (CA 10), shall retain jurisdiction for the purpose of
enforcing the terms and conditions of this aqreement and the
exhibit attached hereto, for the purpose of awarding damages or
qranting injunctive relief for specific performance, for the
purpose of entering such orders as are necessary and proper to
effectuate the terms, provisions and conditions of the StipUlated
Final JUdgment attached hereto as Exhibit "1", and for such other
purposes as a court of law and equity shall deem necessary.
4. Counsel for Petitioner and Defendants represent and
warrant that they have received the requisite authorization and
have been specifically authorized to enter into this settlement
aqreement on behalf of their respective clients.
AGREED to this
day of January, 1995.
CARYL E. UNGER and ARTHUR S.
UNGER, et al.
MXAMI BEACH REDEVELOPMENT
AGENCY
By: By:
Laurence Feingold
Florida Bar No. 024072
General Counsel
Miami Beach Redevelopment
Agency
Attorneys for Petitioner
1700 Convention center Drive
Miami Beach, Florida 33139
(305) 673-7470
Toby Prince Brigham, Esq.
Florida Bar No. 008767
BRXGHAM, MOORE, GAYLORD,
SCHUSTER & MERLXN
Attorneys for Defendants
203 S.W. 13th Street
Miami, Florida 33130
(305) 858-2400
1J"l'\CIPtH\OO1\AACCOOt .13A
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CASE NO. 94-22347 CA 10
MXAMX BEACH REDEVELOPMENT AGENCY
By:
Xts:
By:
CARYL E. UNGER, Co-Trustee of
the Caryl E. Unqer Trust under
Will of Sylvia s. Rose, deceased
as to an undivided 18.75 percent
interest
By:
ARTHUR S. UNGER, Co-Trustee of
the Caryl E. Unger Trust under
Will of Sylvia S. Rose, deceased
as to an undivided 18.75 percent
:interest
By:
Caryl E. Unger, Co-Trustee of
the Caryl E. unger Trust under
will of Joseph M. Rose, deceased
as to an undivided 40.8 percent
interest
By:
Arthur S. unger, Co-Truste. of
the caryl E. unger Trust under
Will of JOs.ph M. Rose, deceased
as to an undivided 40.8 percent
interest
By:
CARYL E. UNGER, Xndividually as
to an undivided 40.45 percent
interest
U1'\09D09\OOOl\AACCGOl.lSA
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DRAFT
IN THE CIRCUXT COURT OF THE
11TH JUDI:CIAL CIRCUXT rN AND
FOR DADE COUNTY, FLORI:DA
GENERAL JURXSDI:CTION DXVISION
CASE NO. 94-22347 (CA 10)
MXAMX BEACH REDEVELOPHEN'l'
AGENCY,
petitioner,
vs.
. -.
CARYL E. UNGER and AR'l'HUR S.
UNGER, .t al.,
,
r
Defendants.
I
STIPULATED ,,]'IBL Jt7DCDI1I!IIT
THIS CAUSE cominq on upon the joint motion for the entry of a
stipulated Final Judqment made by the Petitioner and Defendants,
and it appearinq to the Court that the parties were authorized to
enter into such motion, and the Court findinq that the taking of
the property d.escribed on EXhibit "A" attached hereto (hereafter,
the ';,property"), is necessary for a public purpose and that the
compensation to be paid by the Petitioner is full, just and
reasonable for all parties concerned, and the Court being otherwise
fully ~dvised in the premises, it is therefore
ORDERED AND ADJUDGED as follows:
1. That the Court has jurisdiction over the subject matter
and the parties to this cause, and the takinq sought by the
Petition is granted as to the Property.
The term "Property"
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JAN 13'95
13:26 No.014 P.l?
CASE NO. 94-22347 CA 10
includes all personal property owned by the Defendants and used in
the maintenance, ownership or operation of the Property.
2. That the Petitioner shall pay the SUllI of $5,310,000.00 in
full payment for the interests of all interested parties in the
Property (the "Eminent Domain Proceeds"), inclusive of the interest
of Defendants and attorneys' fees, expert fees, interest, costs and
expenses and for damages resultinlJ and for all other damalJes of any
kind and nature.
3. That the Petitioner, Mia.i Beach Redevelopment Aqency,
shall deposit into the Reqistry of the Court the Eminent Domain
Proceeds on or before January 19, 1995, after which post-judgment
interest shall accrue in the statutory amount.
4. That upon deposit into the Reqistry of this court of the
Eminent Domain Proceeds and the entry of this Stipulated Final
JudlJlllent, all riqht, title and interest of the above-nailed
Defendants in or to the J?roperty shall i1lll1lediately veat in the
Petitioner.
5. Defendants represent that there are no other persons or
entities that have any interest in the Property who would be
entitled to any contribution or apportionment from the Eminent
Domain Proceeds. Further, the Defendants aCknowledge that prior to
any distribution of Eminent Domain Proceeds, the Petitioner lIay
amend the petition and publish the requisite notice of this eminent
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13:26 No.014 P.1S
CASE NO. 94-22347 CA 10
domain proceeding and take any other actions as it may deem prudent
in connection with these proceedings so as to determine the
existence and apportionment rights of any other parties who lIay
have an interest in the Property.
upon conclusion of those
additional proceedings, and determination of the apportioruaent
rights, if any, of any other intarested parties, and the
satisfaction of any other concSit1ons in th1s stipulated Final
~udgment, the Eminent Domain Proceeds shall then be distributed to
the proper parties, and not before.
6. Any personal property located on or within the Property,
which personal property is owned by seller and not used for the
maintenance, operation and ownership of the Property may be removed
by Defendants by January 26, 1995. All such personal property not
removed by January 26, 1995 shall become the property of the
Petitioner.
This provision shall survive the taking.
While
removing personal property from the Property, the Defendants agree
that they shall not interfere, to the extent reasonably possible,
with such business as Petitioner may then conduct on the property
and Defendants shall be responsible for any damages caused as a
result of such removal. Said personal property to be removed under
this paragraph shall be removed at reasonable times upon reasonable
notice and the removal shall not threaten the safety or disturb the
peace of the Occupants (defined below).
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BROAD-and-CASSEL
ID:3739495
JAN 13'95
13:27 No.014 P.19
CAS! NO. 94-22347 CA 10
7. Defendants rClprClsent and warrant to Petitioner, with
respect to the Property, as follows:
A. All sales, use, payroll and other taxes, whether local,
state or federal, have been paid with respect to the
Property and the operation of any businesses on or at the
Property, or the same shall be paid prior to or at the
time of the takinq. In the event that any such taxes are
owed a8 of the date of the taking, Defendant shall be
solely responsible for payment of said taxes out of the
kminent Domain Proceeds.
B. There is no present litigation involving the Property and
Defendants have had no threats or notice of any future
litiqation as of the date of the parties I Settlement
Agreement, excentina this Condemnation Suit.
C. 'l'hat there are no aqreements (including, without
limitation, maintenance, management, vendor, service,
employment or otherwise) presently affecting the Property
(hereafter, the "Property Aqreements") other than those
specifically referred to in this Stipulated Final
JUdlJ1llent, whether such other agreements are oral or
written. In the event that any such Property Agreements
exist, Defendants shall be solely responsible for any and
all claims made pursuant to said agreements.
urJll....lOOOl~...M.IItnl.l1A
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ID:3739495
J.AN 13'95
13:27 No.014 P.20
CASB NO. 94-22347 CA 10
D. That at the tilDe ot the taJdng, Defendants shall have no
unpaid bills tor labor performed or lDaterial supplied
incident to the Property, or Defendants shall pay for
salDe at the tilDe of taking. In the event that there are
any such unpaid bills, Defendants shall be solely
responsible for any and all clailDs made pursuant to said
bills, all of which shall be paid out of the Eminent
Domain Proceeds.
E. The property JIIay be in violation of certain City of Miami
Beach building codes or City of MiaJlli Beach regulations
and, accordingly, Petitioner expressly acknowledges salDe
and agrees that such violations shall not constitute a
title detect or otherwise with respect to the transaction
herein contelDplated.
F. That the Property is occupied by certain tenants,
transient hotel guests and elllployees (hereafter, the
"Occupants"), and no others. Said occupants reside at
the Property either on a llIonth-to-lIlonth tenancy or at the
will of Defendants and there are no illlpedilllents, legal or
otherwise, to terminating said tenancies and removing the
Occupants other than relocating those Occupante eligible
for relocation (ie, the month-to-JIIonth tenants). A
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JRN 13'95
13:28 No.014 P.21
CASE NO. 94-22347 CA 10
complete list and rent-roll of all OCcupants is attached
hereto as Exhibit "B".
G. To the extent that any OCcupant or any party under a
Property Agreement has a claim or is otherwise entitled
to apportionment or a share of the Eminent Domain
Proceeds, for the value of their leasehold, tenant
improvements or any other alleged interest, then those
parties shall be paid out of the Eminent Domain Proceeds
after their apportionment rights are determined. To the
extent any Eminent Domain Proceeds have been distributed
to Defendants prior to such apportionment rights being
determined, then the Defendants shall be solely
responsible for the legal fees and costs of determining
said claims and defending against them, and the payment
of said claims, and Defendants hereby agree to indemnify
and hold Petitioner harmless from and for all such
attorneys fees and costs, for the amount of any
apportionment claims by any OCcupant or any party under
any Property Agreement and any unpaid bills for labor
performed or material supplied incident to the Property.
8. Other than the city of Miami Beach liens listed in
Exhibit "e", which list is incorporated herein by reference and
made a part hereof, the actual and full balance of all mortgages
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JAN 13'95
13:28 No.014 P.22
CASE NO. 94-22347 CA 10
and any liens, fees, charges, or aBsessments (including special
assessments) of all other individuals, entities, governmental and
quasi-governmental bodies, whether local, state or federal, whether
confirmed, certified, pending or ratified through date of the
taking (and not as of date of the parties' settlement Agreement)
are to be satisfied solely and eXClusively out of the Eminent
Domain Proceeds.
Petitioner shall take title to the Property
subject only to those City of Miami Beach liens listed on said
Exhibit
"c" I
which liens Petitioner shall assume full
responsibility for upon the taking.
9. Prior to disbursement of the ElIlinent Domain Proceeds. the
Defendants shall provide and will comply with all requests
necessary to satisfy the requirements of the title cOlllllitment
obtained by Petitioner and attached hereto as Exhibit "DR. The
Eminent Domain Proceeds shall not be released or otherwise
distributed to Defendants unless and until: Defendants comply with
the foregoing obligations such that the title underwriter can issue
an owners title marketability insurance policy insuring the
Petitioner for $5,310,000.00 and without any title exceptions other
than those Bet forth in Items 5 through 8 of Schedule B-section II
of the title co_itment; and all other Obligations in this
stipulation have been Batisfied.
UNlItlIr<IIOOIW\CIOlIUIA
Rllt
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BROAD-and-CASSEL
1D:3739495
JAN 13'95
13:29 NO.014 P.23
cAsE NO. 94-22347 CA 10
10. It is expressly understood and agreed by and between the
parties that it is essential consideration for Defendants' consent
to the entry of this Stipulated Final Judgment and the taking of
the Property for the compensation herein provided that Petitioner
accepts the Property in absolutely "As Is" condition. Petitioner
expressly agrees that Defendants make no representation as to the
condition of the Property. Petitioner further expressly states
that it is aware of that certain report relating to hazardous waste
attached hereto as Exhibit "B" and by reference incorporated herein
and to those certain governmental code violations identified on
Exhibit "F" attached hereto and by reference incorporated herein.
11. Real estate and personal property taxes and assessments,
and all revenue and expenses related to the Property shall be
prorated between Petitioner and Defendants as of the date of the
final distribution of the Eminent Domain Proceeds to the
Defendants.
12. Defendants state and Petitioner acknowledqes that the
Property 1\\ay contain hazardous waste or environmental conta1\\ination
(collectively "Hazardous Waste").
Because the Petitioner is
acquirinq the Property in its present "As Is" condition, the
Petitioner shall assume and be responsible for the Hazardous Waste,
whether or not latent.
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BROAD-and-CASSEL
ID:3739495
JAN 13'95
13:29 No.014 P.24
CASE NO. 94-22347 CA 10
13. The Petitioner expressly recoqnites and acknowledqes that
Defendants have advised that the Property has been owned by
Defendants and Defendants' family for many years and many of the
Occupants residinq at the Property are older individuals who redde
at the Property on a month-to-month basis (the "Month-to-Month
Tenants"). In order to accommodate the Month-to-Month Tenants, it
is expressly agreed between the parties that the Petitioner shall
have the obligation, at its sole cost and expense and subject to
applicable Federal and state rules, regulations and statutes, to
resettle said Month-to-Month Tenants.
14. It is expressly agreed between the parties that the
defined term "property" shall include all of the Defendants' riqht,
if any, to the use of the name "Royal Palm Hotel" in connection
with the Property. This paraqraph shall survive the takinq.
15. At Petitioner's sole cost and expense, Petitioner shall
provide, install and maintain for perpetuity a plaque 12 inches in
lenqth and 10 inches in width containing an inscription which shall
be reasonably acceptable to Petitioner and Defendants. The plaque
shall be installed on the exterior west wall of the Property
approximately five feet up from the ground, and no more than 10
feet from the front door to the Property, and shall be visible to
pedestrians entering the property. The parties aqree that said
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JAN 13'95
13:30 No.014 P.25
CASE NO. 94-22347 CA 10
plaque shall be installed no more than 180 (one hundred eighty)
days after the taking. This provision shall survive the taking.
16. As previously approved by the Miami Beach Redevelopment
Agency in Me1ll0randum numbered 94-53, a one month reimbursement
maintenance fee up to the amount of Forty-Five Thousand
($45,000.00) Dollars shall be paid by the Petitioner to the
Defendants upon presentation by Defendants to Petitioner of
charges, bills or stat..ents reflecting actual costs incurred by
Defendants in maintaining or operating the Property, including
operation of the restaurant facilities, from December 19, 1994 to
through and including January 19, 1995.
survive the taking.
17 . The Court reserves jurisdiction to enforce the provisions
This pr~vision shall
of this StipUlated Final Jud91llent and to direct disbursement of the
deposit to the appropriate parties.
DONE AND ORDERED 1n Cha1llbers, in Dade County, Florida this
day of
, 1995.
Circuit Court Judge
Copies furnished to:
Larry Feingold, Esq.
Toby Brigham, Esq.
~1~l.llA
MOIlS
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BROAD-and-CASSEL
1D:3739495
.:IAN 13'95
13:30 No.014 P.26
CASE NO. 94-22347 CA 10
Jo%n IIOT%O.
COME NOW the undersiqned and move for the entry of the
stipulated Final Judgment set forth above.
MIAMI BEACH REDEVELOPHENT AGENCY
By:
Its:
By:
CARYL ~. UNGER, Co-Trustee of
the Caryl E. Unger Trust under
Will of Sylvia s. Rose, deceased
as to an undivided 18.75 percent
interest
By:
ARTHUR S. UNGER, Co-Trustee of
the caryl E. Unger Trust under
Will of sylvia S. Rose, deceased
as to an undivided 18.75 percent
interest
By:
Caryl E. Unger, Co-Trustee of
the Caryl E. unger Trust under
Will of Joseph M. Rose, deceased
as to an undivided 40.8 percent
interest
By:
Arthur S. Unqer, Co-Trustee of
the caryl E. Unger Trust under
Will of Joseph M. Rose, deceased
as to an undivided 40.8 percent
interest
~I\MOGOI.11A
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BROAD-and-CASSEL
1D:3739495
By:
CARYL E. UNGER, Individually as
to an undivided 40.45 percent
interest
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tSOllt
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JAN 13'95
13:30 No.014 P.27
CA~E NO. 94-22347 CA 10