283-97 RDA
RESOLUTION NO.
283-97
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING AND DIRECTING
THE CHAIRMAN AND SECRETARY TO EXECUTE AN AGREEMENT OF
LEASE, A HOTEL DEVELOPMENT AGREEMENT, A GARAGE
EASEMENT AGREEMENT, A DECLARATION OF COVENANTS AND
RESTRICTIONS, AN ATTORNMENT AGREEMENT, A RECIPROCAL
ACCESS, USE DEVELOPMENT AND EASEMENT AGREEMENT, A
SPECIAL WARRANTY DEED TO THE IMPROVEMENTS, AN ESCROW
AGREEMENT, AND OTHER DOCUMENTS, AND AUTHORIZING AND
DIRECTING THE REDEVELOPMENT AGENCY TO ENTER INTO THE
TRANSACTIONS CONTEMPLATED BY SUCH AGREEMENTS AND
DOCUMENTS, FOR THE DEVELOPMENT AND OPERATION OF THE
ROYAL P ALM/SHORECREST CROWNE PLAZA HOTEL AT 1535 AND
1545 COLLINS AVENUE, MIAMI BEACH, FLORIDA, AND AUTHORIZING
AND DIRECTING THE CHAIRMAN, EXECUTIVE DIRECTOR, GENERAL
COUNSEL AND SECRETARY OF THE MIAMI BEACH
REDEVELOPMENT AGENCY, AND THEIR RESPECTIVE DESIGNEES
AND OUTSIDE CONSULTANTS, TO PERFORM ALL OTHER ACTIONS
NECESSARY TO EFFECTUATE THE PURPOSES OF THIS RESOLUTION,
INCLUDING, WITHOUT LIMITATION, MODIFYING, FILLING IN
BLANKS IN AND ATTACHING EXHIBITS TO THE AGREEMENTS.
WHEREAS, in February, 1993, the City CenterlHistoric Convention Village Redevelopment
and Revitalization Area was officially established by the adoption of a Redevelopment Plan (the
"Redevelopment Plan") resulting from the combined efforts of the City of Miami Beach (the "City"),
the Miami Beach Redevelopment Agency (the "Agency"), Metropolitan Dade County, and the State
of Florida; and
WHEREAS, the purposes of the Redevelopment Plan are, among other things, to eliminate
blight, establish redevelopment, foster the development of convention quality hotels, ancillary
improvements and facilities, and necessary linkages to the Miami Beach Convention Center; and
WHEREAS, pursuant to the Redevelopment Plan, the Agency acquired land, commonly
known as the Royal Palm Hotel, at 1545 Collins Avenue, and is in the process of acquiring land,
commonly known as the Shorecrest Hotel, at 1535 Collins Avenue, to facilitate the development of
a convention center hotel (the "Hotel"); and
WHEREAS, the City and the Agency have determined to make a substantial commitment
to provide the African-American community with an opportunity in the hospitality industry; and
WHEREAS, in furtherance of the Redevelopment Plan and the commitment to the African-
American community referred to in the preceding paragraph, the Agency published Request for
Proposals Number 45-9596 (the "RFP") entitled "City Center/Historic Convention Village
Redevelopment and Revitalization Area African-American Hotel Development Opportunity," dated
December 27, 1995 and amended on January 2, 1996, January 3, 1996 and March 5, 1996; and
WHEREAS, the RFP sought bids for the development and operation of a convention center
hotel owned by African-Americans; and
WHEREAS, on June 5, 1996, after a public review process, the Chairman and Members of
Agency selected RDP Royal Palm Hotel Limited Company and RDP Shorecrest Hotel Limited
Company from among the groups that submitted proposals pursuant to the RFP and directed
representatives of the Agency to negotiate the terms under which RDP Royal Palm Hotel Limited
Company and RDP Shorecrest Hotel Limited Company would develop, own and operate the Hotel
in accordance with the requirements of the RFP; and
WHEREAS, the Agency, RDP Royal Palm Hotel Limited Company and RDP Shorecrest
Hotel Limited Company entered into that certain Letter of Intent dated March 5, 1997 (the "Letter
of Intent"), which was approved by the City, which, among other things, provides for the
development, construction, furnishing, and equipping of the Hotel; and
WHEREAS, after the execution of the Letter of Intent, the Agency proceeded to negotiate
the terms of the various agreements and documents relating to, among other things, the development
of the Hotel by RDP Royal Palm Hotel Limited Partnership ("RDP"), an affiliate of RDP Royal
Palm Hotel Limited Company and RDP Shorecrest Hotel Limited Company; and
WHEREAS, the proposed forms of the major agreements and documents to which the
Agency is proposed to be a party (collectively, the "Agreements") concerning the Hotel are attached
hereto and incorporated herein; and
WHEREAS, the Agency desires to enter into the Agreements and certain other agreements
necessary in connection with the transactions contemplated hereunder; and
WHEREAS, several conditions need to be met before the Agreements become legally
binding; and
WHEREAS, those conditions are described in that certain Escrow Agreement, which is also
attached hereto and incorporated herein; and
WHEREAS, in accordance with Florida Statutes Section 163.380, the City and the Agency
have held a public hearing on the date hereof concerning the disposition of certain properties relating
to the transactions contemplated by the Agreements.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY as follows:
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1. The Chairman and Members of the Agency have determined that the transactions
contemplated by the Agreements serve a valid public purpose in accordance with the provisions of
the Redevelopment Plan.
2. The Agency is authorized and directed to enter into the transactions contemplated by
the Agreements and, in furtherance thereof, the Chairman and Secretary are authorized and directed
to execute and deliver all necessary documents and agreements, including, without limitation, the
following documents:
(a) That certain Agreement of Lease, attached hereto and incorporated herein as
Exhibit "A," between the Agency and RDP, pertaining to the land upon
which the Hotel is to be developed; and
(b) That certain Hotel Development Agreement, attached hereto and incorporated
herein as Exhibit "B," between the Agency and RDP; and
(c) That certain Garage Easement Agreement, attached hereto and incorporated
herein as Exhibit "C," between the Agency and RDP; and
(d) That certain Declaration of Covenants and Restrictions by the Agency,
attached hereto and incorporated herein as Exhibit "D," pertaining to the land
upon which the Hotel is to be developed; and
(e) That certain Attornment Agreement, attached hereto and incorporated herein
as Exhibit "E," among RDP, Holiday Hospitality Corporation, the City and
the Agency; and
(f) That certain Reciprocal Access, Use, Development and Easement Agreement,
attached hereto and incorporated herein as Exhibit "F," by and among RDP,
Jefferson Plaza Ltd, a Florida limited partnership, the City and the Agency;
and
(g) That certain Special Warranty Deed, attached hereto and incorporated herein
as Exhibit "G," executed by the Agency and transferring title to the
Improvements (as such term is defined in the Agreement of Lease), from the
Agency to RDP.
(h) That certain Escrow Agreement and Addendum thereto, attached hereto and
incorporated herein as Exhibit "H," between the Agency, the City, and RDP.
3. The Chairman, Executive Director, General Counsel and Secretary of the Agency,
and their respective designees and outside consultants, are authorized to take such actions as may
be necessary to effectuate the purposes of this Resolution, including, without limitation, executing
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and delivering related agreements, making changes, additions or deletions to, filling in blanks in and
attaching exhibits to the Agreements.
4. The Chairman, Executive Director, General Counsel and Secretary of the Agency,
and their respective designees and outside consultants, are authorized to take such actions as may
be necessary to effectuate the dispositions of property as referred to in this Resolution.
5. This Resolution shall take effect immediately upon its adoption.
PASSED and ADOPTED this 21st day of Dc ber ,1997.
APPROVED AS TO
FORM & lANGUAGE
& FOREXECunON
ATTEST:
j20~rJOvl~
SECRETARY
~
opment Agtncy
Geneml CC1Uns",J
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Date
F:\A TTO\LEVLIHOTEL\MBRAAPRl.RES
October 15, 1997
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