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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 PAD C 141002 LI - - - - 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 ~ . .J ~ It:;: 12/28/98 MON 12:37 FAX 3059955340 P ~D C [4]001 -- - - ,- -. - - 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: ~~ d.\.S~~. :c lJJ 11 \ a.a,.Itl..f. to( O\fr C'ttfl Ot' Mfj ~ J I ~ I q~ . . ~ ......~ ~_28~~ON 12:3i FAX 3059955340 PAD C 141002 ~ = - 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 PAD C I4J 003 [I - - - 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 00 rn <'I N ;~ ~ MON 12:38 FAX 305995534~ .. .., -t ., - IT; ~ ~ ~9.W~~ it: ~ ~ ;.:: a.. 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