261-97 RDA
RESOLUTION NO.
261-97
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN
AND SECRETARY TO EXECUTE THE FIRST AMENDMENT TO
GARAGE EASEMENT AGREEMENT, WHICH IS A TT ACHED HERETO
AND INCORPORATED HEREIN, CONCERNING THE LOEWS MIAMI
BEACH HOTEL TRANSACTION, MODIFYING THE AGREEMENT TO
PROVIDE AN INCREASE IN MB REDEVELOPMENT INC.'S FINANCIAL
OBLIGATIONS UNDER THAT AGREEMENT.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") and MB
Redevelopment, Inc., an entity affiliated with Loews Hotels Holding Corporation ("MB"), entered
into that certain Garage Easement Agreement, dated as of September 20, 1996 (the "Agreement"),
pursuant to which the Agency granted MB an easement as to certain parts of a public parking garage
to be developed at 16th Street between Collins and Washington Avenues; and
WHEREAS, the Agreement provides for the payment of certain monies by MB for the use
of the garage and other financial matters; and
WHEREAS, the City of Miami Beach (the "City") was planning to receive a $600,000.00
EDI grant from the U.S. Department of Housing and Urban Development in connection with the
Loews Miami Beach Hotel project; and
WHEREAS, the City will now not be receiving that grant; and
WHEREAS, the Agency and MB have agreed that they will each contribute $300,000.00
to replace the funds that were coming to the City as a result of the grant; and
WHEREAS, MB will be paying its $300,000.00 over 20 years, with an appropriate interest
rate; and
WHEREAS, the Agency and MB would like to amend the Agreement, pursuant to the terms
of the First Amendment to Garage Easement Agreement, which is attached hereto and incorporated
herein; and
WHEREAS, the payment of$300,000.00 plus interest by MB will be accomplished through
an increase in the financial obligations of MB under the Agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY as follows:
1. The Chairman and Secretary are authorized to execute the First Amendment to
Garage Easement Agreement, which is attached hereto and incorporated herein, in connection with
the Loews Miami Beach Hotel transaction.
2. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 22ndday of
ATTEST:
Rok4r f~
SECRETARY
AIT\kw
f:\attoltacalre.o.\amndgea.rda
Attachment
APPROVED AS TO
FORM & lANGUAGE
& FOR EXECUnON
\-13-9?
ment Agency Dote
Genf:rClI Coons.'l
2
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 97-4
DATE:
January 22, 1997
TO:
Chairman and Members of the Board
of the Miami Beach Redevelopment Agency
Jose Garcia-Pedrosa ~~
Executive Directo~,,~
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN AND
SECRETARY TO EXECUTE THE FIRST AMENDMENT TO THE GARAGE
EASEMENT AGREEMENT, WHICH IS ATTACHED HERETO AND
INCORPORATED HEREIN, CONCERNING THE LOEWS MIAMI BEACH
HOTEL TRANSACTION, MODIFYING THE AGREEMENT TO PROVIDE
AN INCREASE IN MB REDEVELOPMENT, INC.'S FINANCIAL
OBLIGATIONS UNDER THAT AGREEMENT.
FROM:
SUBJECT:
ADMINISTRATION RECOMMENDATION:
~
It is recommended that the Chairman and Members of the Miami Beach
Redevelopment Agency adopt the attached Resolution.
BACKGROUND:
On November 20, 1996, the Mayor and City Commission approved a
resolution authorizing a $20 million line of credit to the Miami
Beach Redevelopment Agency, replacing the $10 million Section 108
Block Grant Loan intended for the Loews Hotel proj ect . The
decision not to pursue the Federal funds was based on two critical
factors:
1. The promised 108 loan documents did not materialize as
committed. The hotel project closing occurred in late
September, 1996. In the absence of the 108 funds, the
City/Agency had to secure alternate financing sources. The
loan documents from H.D.D. arrived two months late.
S()UTt-i V()I~~
Vedevel()pment ()Istric:t
CIIT C~~~t:?
t:?edevel()pment Uistric:t
2. The loan documents contained requirements that would have
required the City and the Redevelopment Agency to renegotiate
its contracts with Loews.
In deciding not to pursue Section 108 funding, the City also
elected not to pursue a companion EDI Grant for the hotel in the
amount of $600,000. (The grant was contingent upon receipt of the
108 loan.) The decision not to pursue the grant was discussed
extensively at the Finance Committee level, and it was agreed that
an effort would be made to have MB Redevelopment, Inc. ( "MB
Redevelopment"), an entity affiliated with Loews Hotels Holding
Corporation, share in cost of replacing the grant funds.
MB Redevelopment has agreed to contribute $300,000 to help cover
the loss of the EDI grant.
ANALYSIS
MB Redevelopment, Inc. has agreed to pay the $300,000.00 over
twenty years at an interest rate of eight percent. In order ):0 do
so, the Garage Easement Agreement, entered into between the RDA and
MB Redevelopment on September 20, 1996, must be amended by
increasing the financial obligations of MB Redevelopment by the
amount of the payments due to pay the $300,000.00 plus interest.
In obtaining the above mentioned $20 million line of credit from
the City, the RDA had provided for the funding to replace both the
$10 million for the Section 108 Loan and the EDI Grant.
CONCLUSION
Execution of the First Amendment to the Garage Easement Agreement
is necessary in order to allow for MB Redevelopment, Inc. to
replace the portion of funds previously allocated for the EDI
Grant.
JGP/~b
Attachments
C,-'.... .-,
RESOLUTION NO.
97-22267
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE THE FIRST AMENDMENT TO GARAGE
EASEMENT AGREEMENT, WHICH IS ATTACHED HERETO AND
INCORPORATED HEREIN, CONCERNING THE LOEWS MIAMI BEACH
HOTEL TRANSACTION, MODIFYING THE AGREEMENT TO PROVIDE
AN INCREASE IN MB REDEVELOPMENT INC.'S FINANCIAL
OBLIGATIONS UNDER THAT AGREEMENT.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") and MB
Redevelopment, Inc., an entity affiliated with Loews Hotels Holding Corporation ("MB "), entered
into that certain Garage Easement Agreement dated as of September 20, 1996 (the "Agreement"),
pursuant to which the Agency granted MB an easement as to certain parts of a public parking garage
to be developed at 16th Street between Collins and Washington Avenues; and
WHEREAS, the Agreement provides for the payment of certain monies by MB for the use
of the garage and other financial matters; and
WHEREAS, the City of Miami Beach (the "City") was planning to receive a $600,000.00
EDI grant from the U.S. Department of Housing and Urban Development in connection with the
Loews Miami Beach Hotel project; and
WHEREAS, the City will now not be receiving that grant; and
WHEREAS, the Agency and MB have agreed that they will each contribute $300,000.00
to replace the funds that were coming to the City as a result of the grant; and
WHEREAS, MB will be paying its $300,000.00 over 20 years, with an appropriate interest
rate; and
WHEREAS, the Agency and MB would like to amend the Agreement, pursuant to the terms
of the First Amendment to Garage Easement Agreement, which is attached hereto and incorporated
herein; and
WHEREAS, the payment of$300,000.00 plus interest by MB will be accomplished through
an increase in the financial obligations of MB under the Agreement; and
WHEREAS, the City executed that certain Garage Easement Guarantee, dated as of
September 20, 1996 (the "Guarantee"), in favor of MB, whereby the City guaranteed certain
obligations of the Agency under the Agreement; and
WHEREAS, MB would like the City to confirm that the Guarantee remains in full force and
effect despite the execution of the First Amendment to Garage Easement Agreement.
t"'.....~_.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA as follows:
1. The Mayor and City Clerk are authorized to execute the First Amendment to Garage
Easement Agreement, which is attached hereto and incorporated herein, in connection with the
Loews Miami Beach Hotel transaction but only for the purpose of confirming that the Guarantee
remains in full force and effect.
2. This Resolution shall take effect immediately upon adoption,
PASSED AND ADOPTED this 22nd day of
ATTEST:
~o~} f&~
CITY CLERK
AI1\kw
r:\alto llaca Ireso.\amndgea.res
Attachment
APPROVED 1-S TO
FORM & lANGUAGE
& FOR EXECUTION
I-I ~-P7
Date
2
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
CITY OF MIAMI BEACH
COMMISSION MEMORANDUM NO. ~ - ~ 1
TO:
Mayor Seymour Gelber and
Members of the City Com minion
DATE: January 22, 1997
FROM:
Jose Garcia-Pedrosa
City Manager
r
SUBJECf:
A RESOLUTI N OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE THE FIRST AMENDMENT TO THE
GARAGE EASEMENT AGREEMENT, WHICH IS ATTACHED HERETO
AND INCORPORATED HEREIN, CONCERNING THE LOEWS MIAMI
BEACH HOTEL TRANSACTION, MODIFYING THE AGREEMENT TO
PROVIDE AN INCREASE IN MB REDEVELOPMENT, INC.'S FINANCIAL
OBLIGATIONS UNDER THAT AGREEMENT.
ADMINISTRA TION RECOMMENDATION:
It is recommended that the Mayor and City Commission adopt the attached resolution.
BACKGROUND:
1 .; On November 20, 1996, the Mayor and City Commission approved a resolution authorizing a $20
million line of credit to the Miami Beach Redevelopment Agency, replacing the $10 million Section
108 Block Grant Loan intended for the Loews Hotel project. The decision not to pursue the Federal
funds was based on two critical factors:
1. The promised 108 loan documents did not materialize as committed. The hotel project
closing occurred in late September, 1996. In the absence of the 108 funds, the City/Agency
had to secure alternate financing sources. The loan documents from H.U.D arrived two
months late.
2. The loan documents contained requirements that would have required the City and the
Redevelopment Agency to renegotiate its contracts with Loews.
In deciding not to pursue Section 108 funding, the City also elected not to pursue a companion EDI
Grant for the hotel in the amount of $600,000. (The grant was contingent upon receipt of the 108
loan). The decision not to pursue the grant was discussed extensively at the Finance Committee
AGENDA ITEM R 1 C
DATE 1~~-9f
(,,~....~.
level, and it was agreed that an effort would be made to have MB Redevelopment, Inc., ("MB
Redevelopment"), an entity affiliated with Loews Hotels Holding Corporation, share in cost of
replacing the grant funds.
MB Redevelopment has agreed to contribute $300,000 to help cover the loss of the EDI grant.
ANALYSIS
MB Redevelopment, Inc. has agreed to pay the $300,000 over twenty years at an interest rate of
eight percent. In order to do so, the Garage Easement Agreement, entered into between the RDA
and MB Redevelopment on September 20, 1996, must be amended by increasing the financial
obligations ofMB Redevelopment by the amount of the payments due to pay the $300,000, plus
interest.
In obtaining the above mentioned $20 Million line Qf credit from the City, the RDA had provided
for the funding to replace both the $10 Million for the Section 108 Loan and the EDI Grant.
CONCLUSION
Execution of the First Amendment to the Garage Easement Agreement is necessary in order to allow
for MB Redevelopment, Inc. to replace the portion of funds previously allocated for the EDI Grant.
- ,.; JGP frOb
Attachments
PREPARED BY AND RETURN TO:
KOLLEEN O. P. COBB, ESQ.
HUGHES HUBBARD & REED
201 S. BISCA YNE BLVD., SUITE 2500
MIAMI, FLORIDA 33131
FIRST AMENDMENT TO GARAGE EASEMENT AGREEMENT
THIS FIRST AMENDMENT TO GARAGE EASEMENT AGREEMENT (the
"Amendment") is made as of the 1st day of January, 1997, by MIAMI BEACH
REDEVELOPMENT AGENCY ("Owner") and MB REDEVELOPMENT, INC., a Florida
corporation ("Grantee").
WIT N E SSE T H:
WHEREAS, Owner and Grantee entered into that certain Garage Easement
Agreement dated as of September 20, 1996 and recorded in Official Records Book 17362,
Page 0130, of the Public Records of Dade County, Florida (the "Agreement"), pursuant to
which the Owner granted Grantee an easement over the Land and Facility (other than the
Retail Space) in order to provide Grantee with parking spaces and access, ingress and
egress for pedestrian and vehicular passage and traffic upon and subject to the terms and
conditions contained in the Agreement;
WHEREAS, Section 4 of the Agreement sets forth the. Use Fee and Facility Usage
Payment with respect to the Facility; and
WHEREAS, the Owner and Grantee wish to amend the Agreement to revise the
Use Fee and Facility Usage Payment.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in consideration of Ten and No/100 ($10.00) Dollars and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner
and Grantee hereby agree as follows:
1. Incorporation of Recitals. The above recitals are true and correct and are
incorporated herein as if set forth in full.
2, General Terms. All defined terms (denoted by capitalization) used in this
Amendment which are not defined herein, shall have the same meaning as in the
Agreement. Except as amended and modified by this Amendment, all of the terms,
covenants, conditions, and agreements of the Agreement shall remain in full force and
effect. In the event of any conflict between the provisions of the Agreement and the
provisions of this Amendment, this Amendment shall control.
3. Use Fee. In Section 4(a) of the Agreement, in the eighth and ninth lines,
delete "an annual use fee (the "Use Fee") in the amount of Five Hundred Fifty Thousand
Dollars ($550,000.00)" and replace it with the following: "a use fee (the "Use Fee") at the
rate of Five Hundred Eighty Thousand Dollars ($580,000) per annum from the Use Fee
Commencement Date to and including the twentieth anniversary thereof (the "Initial
Period") and at a rate of Five Hundred Fifty Thousand Dollars ($550,000) per annum
thereafter",
4. Facility Usage Payment. In Section 4(b) of the Agreement:
(i) in the fourth line, delete "$550,000" and replace it with the following:
"$580,000 during the Initial Period and $550,000 thereafter".
(ii) in the second line of subsection (i), delete "$1,320,000" and replace it
with the following: "$1,390,000 during the Initial Period and $1,320,000 thereafter".
(iii) in the second line of subsection (ii), delete "$1,320,000" and replace it
with the following: "$1,390,000 or $1,320,000, as applicable."
5. Minimum Facility Usage Payment. In Section 4(c) of the Agreement:
(i) in the sixth line, delete "$550,000" and replace it with the following:
"$580,000 per annum during the Initial Period and $550,000 per annum thereafter".
(ii) in the eighth line, delete "3(b)" and replace it with the following: "4(b)".
..
6, Condemnation. In ~ection 13(c) of the Agr~m~nt: ,
(i) in the sixth line, delete "'$1,320,000' amount" and replace it with the
following: "'$1,390,000' or '$1,320,000' amount, as applicable,",
(ii) in the seventh line, delete "'$550,000' amounts" and replace it with the
following: "'$580,000' or '$550,000' amounts, as applicable,".
7. Counterparts. This Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the
same document.
IN WITNESS WHEREOF, the following parties have executed this Amendment as
of the day and year first above written.
MB REDEVELOPMENT, INC.
ATIEST:
By:
Gary W. G
MI96361 0.007
By:
-2-
By:lo\,.ua- e~
Robert Parcher
Secretary
Seymour Gelber
Chairman
ATTEST:
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK)
~ The foregoing instrument was acknowledged before me this OLCf t!.day of
, 1997, by Jack S. Adler, as Vice-President, and Gary W. Garson, as Assistant
ecreta , of MB REDEVELOPMENT, INC" a Florida corporation, on behalf of such
corporation. They are personally known to me or produced valid driver's licenses as
identification.
1!f!~~'
G~~r~"ni ':':',:l~lr., .
\-\~-97
Dote
My commission expires: ~ I~ Ilqq1.
~~.~
Notary Public, State of New York
:;f.~
STATE OF FLORIDA )
)ss:
COUNTY OF DADE )
~ J. . .. ~he foregoing instrument was acknowledged before me this . /0 "";lay of
r ~, 1997, by Seymour Gelber, as Chairman, and Robert Parcher, as
Secretary, of the MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate
and politic, on behalf of such public body. They are personally known to me or produced
valid Florida driver's licenses as identification.
~~~~
o ary Public, slate of Florida
My commission expires:
-----_.~...-."!.,. ..,
O;:~I~!AL t'oJ(n~~~ ~,b\L I
LILLIAN f;!-'Al,( 111\ il! '
NCYfARY fUBue gTAn: Uf"' i'LORiDA
COMMISSION NO, Cc.An~2
MY COM,!v1!~,C:;"ON [XI' FE" 13,1QQ8
M1963610.007
-3-
Confirmation of Guarantee
The City of Miami Beach hereby acknowledges receipt of the First Amendment to Garage
Easement Agreement and confirms that the Garage Easement Guarantee given by the
City of Miami Beach, a Florida municipal corporation, in favor of MB Redevelopment, Inc.,
a Florida corporation, dated as of September 20, 1996, remains in full force and effect.
ByJ~.O [.IM}- ~tiA~
Robert Par er
City Clerk
TO
FORM & LANGUAGE
& FOR EXECUTION
ATTEST:
(~
1-( Y-1 ?
Oat.
)
)ss:
COUNTY OF DADE )
"
.-- ~ The foregoing instr~ment was acknowledged before me this JiLt1ay of
~ 1997, by Seymour Gelber, as Mayor, and Robert Parcher, as City Clerk,
of the CITY F MIAMI BEACH, a municipal corporation of the State of Florida, on behalf
of such municipal corporation. They are personally known to me or produced valid Florida
driver's licenses as identification,
STATE OF FLORIDA
r;-f/~~
Notary Public, Stife of Florida _ /
Print Name: 1../ III uN j:).e.aUeYlqM~
r
My commission e~~_
OI'FIClAL NOTARY SEAL 1
LILLIAN BEAUCHAMP
NCYrARY PUIlUC STATE OF FLORJl),'
COMMISSION NO. CC347h82 I
MY C:OMM1~-.s10N EXP FEB D,l'~~!U
JOINDER AND CONSENT
The Bankers Trust Company, a New York banking corporation, as Agent (in
such capacity, the "Agent") for Bankers Trust Company, a New York banking corporation,
The Bank Of Nova Scotia, a Canadian chartered bank, Nationsbank, N.A., (South), a
national banking association, Republic National Bank Of Miami, a national banking
association, Ocean Bank, Capital Bank, and Orix USA Corporation, a Delaware
corporation (the "Mortgagee"), is the owner and holder of the following described
mortgage and security agreement, assignment of rents, income and leases, and financing
statements (collectively, the "Security Documents"): (a) Mortgage and Security Agreement
given by MB Redevelopment, Inc., a Florida corporation ("Mortgagor") to Mortgagee dated
as of September 20, 1996 and recorded September 23, 1996 in Official Records Book
17362, Page 208, (b) Security Agreement and Assignment of Rents, Income and
Contracts given by Mortgagor to Mortgagee dated as of September 20, 1996 and
recorded September 23, 1996 in Official Records Book 17362, Page 277, and (c) UCC-1
Financing Statements between Mortgagor, as Debtor, and Mortgagee, as Secured Party,
recorded September 23, 1996 in Official Records Book 17362, Page 310, all of the Public
Records of Dade County, Florida;
hereby joins in and consents to the foregoing First Amendment To Garage
Easement Agreement.
:::ESlJ: ~1~~~N
~~~~
Name: M ~Co1\-u-rc-
ANY, As Agent
By:
Name:
Title:
;tr.~.soy
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK)
I certify that on this date before me an officer duly authorized in the State and
Coun aforesaid to take acknowledgments, personally appeared /J-/eN./'I ;~y--12.:.Y' ~6hY\J'c.
as hA..,...... ire c1-or of Bankers Trust Company, as agent, and that he
acknowledged executing the same freely and voluntarily under authority duly vested in
him by said corporation and on behalf of the corporation.
fltness my hand and official seal in the County and State last aforesaid this d I day
of!<tb~",;?,1997. ~. ~
~~~~~c?~~
Notary Public, State of~. .J!. A/e. 0 rrk-
l.'tcrltSA A LANDOLFI
Notary Public State of New YOlk
No 01 LA503t087
Qualified in N-. Counly
Com.ru.ion EJcpN Fell. 13. t q 9 l
My commission expires:
MI9636 10.007