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HomeMy WebLinkAbout467-2004 RDA Reso RESOLUTION NO. 467-2004 A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE THE FIRST AMENDMENT TO AGREEMENT OF LEASE BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY AND RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP ("RDP") REGARDING TOWN PARK HOTEL CORPORATION, THE HOTEL MANAGER, AS EQUITY OWNER. WHEREAS, on November 25, 2003, the Chairman and Members of the Miami Beach Redevelopment Agency (RDA) authorized the Chairman and Secretary to execute the Letter of Intent (LOI) negotiated between the City of Miami Beach, the RDA and RDP Royal Palm Hotel Limited Partnership ("RDP" and/or "Tenant") and further authorized the preparation of the closing documents to reflect the terms outlined in the LOI; and WHEREAS, the approved referenced LOI, and the closing documents, contemplated an amendment to the Ground Lease between the RDA and RDPlTenant to continue to recognize Town Park Hotel Corporation, a Tennessee corporation, ("Town Park"), which is the present Hotel Manager and one of the equity owners of Tenant as an equity owner for purposes of the Ground Lease Agreement; and WHEREAS, Town Park currently holds a one percent (10/0) limited partnership interest in Tenant; and WHEREAS, on April 30, 2001, Town Park and PADC Royal Palm Holdings, LLC ("Borrower") became parties to a Loan Agreement, dated April 30, 2001 (the "Loan Agreement"), whereby Town Park agreed to convey to Borrower a forty-seven and 66/100 percent (47.660/0) Class A limited partnership interest in Tenant, in consideration for Borrower's execution and delivery of that certain Purchase Money Promissory Note in favor of Town Park (the "Note"), which Note evidences the loan by Town Park to Borrower (the "Loan"); and WHEREAS, in essence, Town Park would no longer have an equity ownership position, as defined in the Ground Lease, by virtue of substituting its equity position with a promissory note which RDP intends to payoff; and WHEREAS, pursuant to Section 4.01 (f) of the Loan Agreement, Town Park desires to confirm that the Loan will be treated as an equity interest in Tenant for purposes of the Ground Lease so long as the Loan is outstanding; and WHEREAS, the City/RDA is not averse to this concept as part of the global settlement achieved and referenced in the LOI, approved on November 25,2003; and WHEREAS, RDP has expressed a need to have this portion of the settlement approved prior to the completion of all closing documents; and . \ . I WHEREAS, the attached Amendment to the Ground Lease Agreement will permit RDP to complete its purchase of the remaining 1 % interest from Town Park and, with the accompanying additional terms proposed in the attached Amendment, the RDAlCity will still also achieve the benefits of treating Town Park as if it were still an equity owner, and also Tenant will also be guaranteed the obligation to fund Operating Deficits in the Hotel, which was not required if Town Park was Hotel Manager and equity owner; and WHEREAS, based upon the resolution of all outstanding claims and issues pending the final closing documents, it is recommended that the Chairman and Members of the Miami Beach Redevelopment Agency adopt the Resolution and authorize execution of the attached Amendment. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairman and Secretary are hereby authorized to execute the First Amendment to Agreement of Lease between the Miami Beach Redevelopment Agency and RDP Royal Palm Hotel Limited Partnership ("RDP") regarding Town Park Hotel Corporation, the Hotel Manager, as equity owner. PASSED AND ADOPTED THIS 14 D Y F JANUARY, 2004. ATTEST: _~WAt p~ SECRETARY JMG/CMC/rar T:\AGENDA\2004\Jan1404\RDA\RoyaIPalm Towne Park.RES.doc APPROVED N3 TO FORM & LANGUAGE . FOR EXEcunON Ml}i~ ~-I3- 0 t-/ Redev8IOPment AliJency Date GeneilII ~ CllY OF MIAMI BEACH COIVIVIISSION ITEM SUMMARY ~ Condensed Title: A Resolution to execute the First Amendment to Agreement of Lease between the Miami Beach Redevelopment Agency and RDP Royal Palm Hotel Limited Partnership ("RDP") regarding Town Park Hotel Cor oration, the Hotel Mana er, as E ui Owner. Issue: Should the Redevelopment Agency approve the execution of the First Amendment to Agreement of Lease? Item Summa IRecommendation: The attached Amendment to the Lease Agreement will permit RDP to complete its purchase of the remaining 1 % interest from Town Park and, with the accompanying additional amendments to the Lease proposed in the attached Amendment, the RDAlCitywill still also achieve the benefits of treating Town Park as if it were still an equity owner, and also Tenant will also be guaranteed the obligation to Fund Operating Deficits in the Hotel, which was not re uired if Town Park was Hotel mana er and e ui owner. Advisory Board Recommendation: I N/A Financial Information: Source of Funds: D Finance Dept. City Clerk's Office Legislative Tracking: I Christina M. Cuervo T:\AGENDA\2004\Jan1404\RDA\RoyaIPalm Towne Park.SUM.doc AGENDA ITEM DATE 3D I-I Y-o l( . .. CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 www.miamibeachfl.gov REDEVELOPMENT AGENCY MEMORANDUM From: Chairman David Dermer and Members of Miami Beach Redevelopment Agency Jorge M. Gonzalez \\ ~ ~ Executive Director '0 ~O . Date: January 14, 2004 To: A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE THE FIRST AMENDMENT TO AGREEMENT OF LEASE BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY AND RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP ("RDP") REGARDING TOWN PARK HOTEL CORPORATION, THE HOTEL MANAGER, AS EQUITY OWNER. ADMINISTRATION RECOMMENDATION: Subject: Adopt the Resolution. ANAL YSIS: On November 25, 2003, the Chairman and Members of the Miami Beach Redevelopment Agency (RDA) authorized the Chairman and Secretary to execute the Letter of Intent (LOI) negotiated between the City of Miami Beach, the Miami Beach Redevelopment Agency and RDP Royal Palm Hotel Limited Partnership ("RDP" and/or Tenant) and further authorized the preparation of the closing documents to reflect the terms outlined in the LOI. The approved LOI referenced, and the Closing Documents, contemplated an amendment to the Ground Lease to continue to recognize Town Park Hotel Corporation, a Tennessee corporation, ("Town Park"), who is the present Hotel Manager and one of the equity owners of Tenant as an equity owner for purposes of the Lease Agreement. Town Park currently holds a one percent (10/0) limited partnership interest in Tenant. On April 30, 2001, Town Park and PADC Royal Palm Holdings, LLC ("Borrower") became parties to a Loan Agreement, dated April 30, 2001 (the "Loan Agreement"), whereby Town Park agreed to convey to Borrower a forty-seven and 66/100 percent (47.660/0) Class A limited partnership interest in Tenant, in consideration for Borrower's execution and delivery of that certain Purchase Money Promissory Note in favor of Town Park (the "Note"), which Note evidences the loan by Town Park to Borrower (the "Loan"). In essence, Town Park would no longer have an equity ownership position, as defined in the Lease, by virtue of substituting its equity position with a promissory note which RDP intends to payoff. Pursuant to Section 4.01 (f) of the Loan Agreement, Town Park desires to confirm that the Loan will be treated as an equity interest in Tenant for purposes of the Lease so long as the Loan is outstanding. April 30, 2003 Redevelopment Agency Memorandum Royal Palm - Towne Park Page 2 of 2 The City/RDA are not averse to this concept as part of the global settlement achieved and referenced in the LOI approved on November 25, 2003. However, RDP has expressed a need to have this portion of the settlement approved prior to the completion of all closing documents. The attached Amendment to the Lease Agreement will permit RDP to complete its purchase of the remaining 1 % interest from Town Park and, with the accompanying additional amendments to the Lease proposed in the attached Amendment, the RDAlCity will still also achieve the benefits of treating Town Park as if it were still an equity owner, and also Tenant will also be guaranteed the obligation to Fund Operating Deficits in the Hotel, which was not required if Town Park was Hotel manager and equity owner. Based upon the resolution of all outstanding claims and issues, pending the final closing documents, it is recommended that the Chairman and Members of the Miami Beach Redevelopment Agency adopt the attached Resolution and authorize execution of the amendment. JMG/CAAfurar T:\AGENDA\2004\Jan1404\RDA\RoyaIPalm Towne Park.CM.doc ~ #67- 200'1 CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 www.miamibeachfl,gov Office of the City Manager Telephone 305 673-7010 Facsimile 305 673-7782 April 28, 2004 Mr. Don Peebles RDP Royal Palm Hotel, L TD 550 Biltmore Way Suite 970 Coral Gables, FL 33134 Dear Mr. Peebles: Enclosed please find the "First Amendment [Re Town Park] to Agreement of Lease" between RDP Royal Palm Hotel Limited Partnership and the Miami Beach Redevelopment Agency. Please sign and return all three (3) originals and a fully executed copy will be forwarded to you for your files. If you have any questions, please do not hesitate to contact me at (305) 673-7010. Sincerely, c~b Assistant City Manager CMC/rar F:ICMGRI$ALLICHRISTIN\RDAIROYAL PALM 1ST AMEND TO LEASE - TOWNPARK,TRM.DOC C) C> -, .-:- -< ::!: ::.tl C" " ~ rn r- -< r""1 I () ..""_1 W \Tl ;>; - Uj. " < ~ 0 N m ." -" 0 CJ'1 ("") W fT1 enclosures c: Raul Aguila, First Assistant City Attorney Robert Parcher, City Clerk Joel Minsker, Esq., Bloom & Minsker Stuart Hoffman, Esq., Hunton & Williams