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Home My WebLink About98-22753 RESO RESOLUTION NO. 98-22753 A RESOLUTION OF THE MAYOR AND MEMBERS OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, EXTENDING THE TERMINATION DATE OF THE ESCROW AGREEMENT DATED AS OF OCTOBER 21, 1997, AS AMENDED, BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY, THE CITY, RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, AND BLOOM & MINSKER, FOR AN ADDITIONAL PERIOD OF SEVENTY- THREE DAYS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Miami Beach Redevelopment Agency (the "RDA"), the City of Miami Beach, Florida (the "City"), RDP Royal Palm Hotel Limited Partnership ("RDP"), and Bloom & Minsker, as escrow agent (the "Escrow Agent"), entered into an escrow agreement and an addendum to escrow agreement, together with certain exhibits thereto (collectively, the "Escrow Agreement"), dated as of October 21,1997; and WHEREAS, said Escrow Agreement provided, in part, that unless certain Conditions (a~ such term is defined in the Escrow Agreement), where met on or prior to a date seventy-five (75) days from October 21,1997 (that is, January 4,1998), the Escrow Agent was instructed to destroy all signatures on the Escrowed Documents (as such term is defined in the Escrow Agreement); and WHEREAS, Condition No.4 on Exhibit B to the Escrow Agreement, which Condition required RDP to present to the RDA and the RDA to approve a guaranteed maximum price construction contract, which contract was to be in full force and effect for the construction of the Hotel contemplated in the Ground Lease and the Hotel Development Agreement (as such terms are defined in the Escrow Agreement); and WHEREAS, such condition was not met by January 4, 1998; and WHEREAS, said deadline of January 4, 1998 was extended for sixty (60) days to March 5, 1998, pursuant to a First Amendment to Escrow Agreement dated as of January 4, 1998; and WHEREAS, the aforesaid Condition No.4 on Exhibit B to the Escrow Agreement was not completed by March 5, 1998; and WHEREAS, said deadline was extended for sixty (60) days to May 4, 1998, pursuant to a Second Amendment to Escrow Agreement, dated as of March 4, 1998; and F:\A lTO\I,EVL\IIOTEL\ESCRW~2().EXT WHEREAS, there are still unresolved issues as to the aforesaid Condition No.4; and WHEREAS, the City, RDA and RDP have been working diligently to resolve the open issues and break escrow so that construction of the Hotel may commence; and WHEREAS, it is necessary and desirable and in the best interest of the City and its citizens to extend the Termination Date (as such term is defined in the Escrow Agreement), for an additional period of seventy-three days. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND MEMBERS OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, as follows: 1. The Mayor and City Clerk are hereby authorized and directed to execute and deliver the Third Amendment to Escrow Agreement, attached hereto as Exhibit "A" and by this reference made part hereof, and such other documents and instruments as may be necessary to extend the Termination Date (as defined in the Escrow Agreement), for a period of seventy-three (73) days from May 4, 1998 (to July 16, 1998).. 2. All action heretofore taken by the City Manager and City staff in order to extend the Termination Date under the Escrow Agreement is hereby ratified, confirmed and approved. 3. The City Manager, City Clerk, and City Attorney and their respective designees and outside counsel are hereby authorized to take such actions as may be necessary to effectuate the purposes of this Resolution 4. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 20th day of May , 1998. 11 ,4 I (;! f MAYOR ATTEST: APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ~ ~} aA.J.M. CITY CLERK Q~/ City :)-;/L/~ % Date f:\A ITOII.EVI.lHOTELlESCRWHOF.XT CITY OF MIAMI BEACH :ITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 1ttp:\\cLm iam i-beach. fl. us COMMISSION MEMORAt"lDUM NO. 31 q 9 g TO: Mayor Neisen O. Kasdin and Members of the City Commission DATE: May 20,1998 FROM: Sergio Rodriguez, City Manager SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, EXTENDING THE TERMINATION DATE OF THE ESCROW AGREEMENT DATED AS OF OCTOBER 21, 1997, AS AMENDED, BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY, THE CITY OF MIAMI BEACH, FLORIDA, RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, AND BLOOM & MINSKER, FOR AN ADDITIONAL PERIOD OF SEVENTY THREE DAYS; AND PROVIDING AN EFFECTIVE DATE. ADMINISTRATION RECOMMENDATION Adopt the Resolution. BACKGROUND On October 21, 1997, an Escrow Agreement was entered into by the City; the Miami Beach Redevelopment Agency (RDA); the developer of the African American Hotel, Royal Palm Hotel Limited Partnership (RDP); and Bloom & Minsker, an escrow agent. The Escrow Agreement provided that, unless certain conditions were met on or prior to January 4, 1998, the Escrow Agent was instructed to destroy all signatures on the escrowed documents. Condition No. 4 on Exhibit B to the Escrow Agreement required the developer to present to the City/RDA, and subsequently the City/RDA to approve, a guaranteed maximum price (GMP) construction contract. That contract must be in full force and effect for the construction of the hotel. This condition was not met by January 4, 1998 and, pursuant to Resolution No. 287-98, said date was extended for sixty (60) days to March 5, 1998 pursuant to a First Amendment to Escrow Agreement, and for an additional sixty (60) days on March 4, 1998, pursuant to a Second Amendment to Escrow Agreement. AGENDA ITEM f<./D 5-20- ~ g DATE ANALYSIS The developer is working diligently with Tishman Construction, the City's/RDA's consultant, to finalize all remaining technical issues. There are still unresolved issues as to the aforesaid Condition No. 4. In addition, the project final approvals have been on administrative hold due to the unresolved City-wide FAR issues. The Escrow Agreement must project can realistically the termination of this documents. be extended in order to assure that the begin within seventy-three (73) days of agreement as required in the closing At this extended 1998. time it is recommended that the for an additional seventy-three escrow agreement (73) days to July be 16, CONCLUSION The City Commission and the RDA should approve an extension for an additional seventy-three (73) days. SR:J[;jPh Attachments T:\AGENDA\MAY2098\REGULAR\ESCROW.EXT EXHIBIT "A" THIRD AMENDMENT TO ESCROW AGREEMENT htLu~is THIRD AMENDMENT TO ESCROW AGREEMENT, dated as ofthe~ day of ~, 1998, between MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency"); and the CITY OF MIAMI BEACH, a municipal corporation of the State of Florida (the "City") RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, a Florida limited partnership ("RDP"); and BLOOM & MINSKER (the "Escrow Agent"). RECITALS: A. The Parties to this Third Amendment to Escrow Agreement executed that certain Escrow Agreement (the "Escrow Agreement") dated as of October 21, 1997, pursuant to which certain documents relating to which the easing, development and operation of a convention center hotel to be constructed on the property commonly known as 1535 and 1545 Collins Avenue, Miami Beach, Florida were escrowed The Escrow Agreement contains an Addendum to Escrow Agreement dated as of October 21, 1997, a First Amendment to Escrow Agreement dated as of January 4, 1998, and a Second Amendment to Escrow Agreement dated as of March 4, 1998. The Escrow Agreement, together with the Addendum and said amendments, is herein referred to as the II Agreement." B. The parties wish to amend certain of the provisions of the Agreement. C. By Resolution adopted ~, 1998, the Agency and the City have authorized and directed the appropriate officers of the Agency and the City to amend the Agreement as hereinafter set forth. NOW, THEREFORE, in exchange for the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties of this Agreement agree as follows: 1. herein. Recitals. The foregoing Recitals are true and correct and are incorporated 2. Amendment to Section 5 of the Escrow Agreement. Section 5 of the Escrow Agreement is amended to change the seventy-five (75) day period contained in the second line on Page 3 of the Escrow Agreement to two hundred and sixty-eight (268) days. 3. No further modifications. Except as set forth in this Amendment to Escrow Agreement, the Agreement remains unmodified and in full force and effect. '" IN WITNESS WHEREOF, the parties have executed this Third Amendment to Escrow Agreement as of the date first set forth above. ?;;;:OJ~ eL. a~ APPROVED AS TO FORM & LANGUAGE & FOR EXeCUnON Q (~ Red~Agency General Counsel ~1/~f Dote oJJ~ESSES: ~OJ~ C~.O. ~ APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ~~ /~7";j;o Date WITNESSES: (J~ ~()~ MIAMI BEAC~f7DEVELOPMENT AGENCY By ?JIM ATTEST: By: ~t,~~ GjU!18 I Date: CITY OF MIAMII'JJEtCH, FLORIDA By: 1f11U Neisen Kasdin, Mayor :::TES~~ p~~ Robert Parcher, Secretary 5/~/1f I Date: RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP By: PADC HOSPITALITY CORPORATION, I, its neral p e ~ By: Date: o/u19l? 'f'\ The undersigned, as Escrow Agent under the Agreement, hereby acknowledges receipt of the foregoing Third Amendment to Escrow Agreement. WITNESSES: BLOOM & MINSKER, as Escrow Agent By: Joel N. Minsker, P.A. ~ ~~oa~ By: ~ p..~ ... Date: F:\ATf()\.LEVtlHOTEL\lDAMEND_ESC