LTC 297-2004 RDP Royal Palm Default Notive
CITY OF MIAMI BEACH
Office of the City Manager
Letter to Commission No. 297-2004
m
To:
From:
Mayor David Dermer and
Members of the City Commission
Jorge M. Gonzalez~ ~-
City Manager .,y- U
RDP ROYAL P LM DEFAULT NOTICE
Date: November 22,2004
Subject:
Attached please find correspondence from Proskauer Rose LLP, the firm representing
North Fork Bank, which has acquired from Union Planters Bank the Leasehold Mortgage
on the RDP Royal Palm Hotel.
The letter from Proskauer Rose LLP indicates the Lender has declared an Event of Default
under the Mortgage and Loan Documents.
Consistent with the City's actions in August 2003 when a prior default notice was received,
the City's/RDA's outside counsel, Joel Minsker, has reviewed this information relative to the
City/RDA's Lease Agreement and advises the loan's default does not constitute a default
pursuant to the City/RDA's Lease Agreement. However, the LOI approved on November
25,2003, required the prior Default to be satisfied. Therefore, again consistent with prior
actions, attached you will also find correspondence from the City to Don Peebles asking for
status on said Default.
If the Recognized Mortgagee pursues default proceedings, it is granted certain rights when
it steps into the shoes of Tenant pursuant to the Lease, whereupon the Recognized
Mortgagee, or its Designee, would then operate the Hotel. The significance of this is that
any modifications as contemplated by the LOI, may ultimately inure to the benefit of the
Recognized Mortgagee, or its Designee.
Additionally, as required under the Lease and pursuant to the LOI, the Bank's consent is
required to proceed with the contemplated lease amendments.
An update to this matter will be provided at the City Commission meeting on December 8,
2004.
JMG\CMC\rar
F:\cmgrI$ALLIL TC-Q4IRDP Royal Palm DefaultNolice.CMC.rar.doc
c: Christina M. Cuervo, Assistant City Manager
Murray Dubbin, City Attorney
Joel Minsker, Bloom and Minsker
Kent Bonde, Redevelopment Coordinator
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
CITY OF MIAMI BEACH
OFFICE OF THE CITY MANAGER
TELEPHONE: (305) 873-7010
FAX: (305) 673-7712
November 22, 2004
Via U.S. Mail and E-mail
R. Donahue Peebles
RDP Royal Palm Hotel, L.P.
clo Peebles Atlantic Development Corporation
550 Biltmore Way, Suite 970
Coral Gables, Florida 33134
Re: Closing Documents pursuant to Letter of Intent to Amend Royal Palm Crowne
Plaza Resort Agreement, dated November 25, 2003 (LOI)
Dear Don:
The City is in receipt of the attached letter to the Miami Beach Redevelopment, dated
November 16, 2004, from Attorney Stuart T. Kapp, who represents North Fork Bank,
which has acquired the Union Planters Bank, N.A. loan to RDP Royal Palm Hotel
Limited Partnership (RDP). Said letter states that North Fork Bank has declared an
Event of Default against RDP in performance of the Mortgage and other Loan
Documents.
In the City's letter to you of November 5, 2004, the City advised you that it had
completed its review of the proposed Closing Documents pursuant to the LOI, including
changes by Steve Goldman, counsel for the former lender, Union Planters Bank. Having
since received the aforestated Notice, the City cannot ignore same and the allegations in
Mr. Kapp's November 16, 2004 letter.
Consistent with the City's actions last year upon receipt of the Union Planters Bank
default notice, it is imperative that any and all defaults alleged by North Fork Bank in its
Notice of Default to RDP be resolved prior to closing on this matter. To that end, I would
request that RDP immediately inform the City in writing of any and all steps RDP intends
to take with regard to curing the events set forth in North Fork Bank's Notice of Default,
as well as obtaining a letter from North Fork Bank confirming that said default has been
cured.
Additionally, I have reviewed Mr. Hoffman's recent revisions to the Second Amendment
to Agreement of Lease, which was provided by Mr. Minsker to me on November 22.
2004 and I cannot agree to same. I would again redirect you to the City's November 5,
2004 letter to you, which referenced and reattached the City's final changes to the
Closing Documents, as set forth in Attorney Minsker's Comprehensive Changes, dated
July 19, 2004, and Attorney Minsker's email to Mr. Hoffman, dated July 19, 2004.
I reiterate the City's position in its November 5, 2004 letter, that the City stood ready and
stands ready, willing and able to close upon satisfactory resolution of the issues outlined
in the City's November 5, 2004 letter and restoring the Mortgage and other Loan
Documents to good standing.
I trust you will give this urgent matter your utmost attention.
Very truly yours,
l . - ~ )'..,...-..
. "_. ":\ <.- . . .
( J / ,
'-.:Jorge 'M. Gonzalez
City Manager
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\ \
F:\cmgr\$ALL\CHRISTIN\JMG\Royal Palm Closing Documents - Peebles (11-22-04).doc
C: Murray H. Dubbin, City Attorney
Christina Cuervo, Assistant City Manager
Joel N. Minsker, Esquire
Commission Jose Smith
Stuart Hoffman, Esquire
Stuart T. Kapp, Esquire
F:\atto\AGUR\LETTERS\Royal Palm Closing Documents - Peebles (11-22-04 ).doc
PROS KAUER ROSE LLP
2255 Glades Road
Suite 340 West
Boca Raton, FL 33431-7360
Telephone 561.241.7400
Elsewhere in Florida
800.432.7746
Fax 561.241."145
NEW YORK
LOS ANGELES
WASHINGTON
NEWARK
PARIS
Stuart T. Kapp
Attorney at Law
Direct Dial: 561.995.4730
skapp@proskauer.com
November 16, 2004
VIA FACSIMILE. FEDERAL EXPRESS AND
CERTIFIED MAIL. RETURN RECEIPT REQUESTED
Miami Beach Redevelopment Agency
Executive Director
1700 Convention Center Drive
Miami Beach, FL 33139
RE: Agreement of Lease dated as of May 28, 1998 (the "Ground Lease") between
Miami Beach Redevelopment Agency ("Owner") and RDP Royal Palm Hotel
Limited Partnership ("Tenant"), with respect to the Royal Palm Hotel, Miami
Beach, Florida (the "Property")
Dear Sir or Madam:
This finn represents North Fork Bank ("Lender"), which has acquired from Union Planters Bank
("UPB") that certain Florida Leasehold Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of June 2, 1998, executed Tenant by in favor ofUPB, recorded in Official
Records Book 18170, Page 1185, of the Public Records of Miami-Dade County, Florida (as
amended from time to time, the "Mortgage"), and certain other documents executed and/or
delivered from time to time in connection with the Mortgage and the loan secured thereby (as
amended from time to time, the "Loan Documents"). A copy of a letter from UPB advising
Tenant of the Assignment of the Loan Documents is enclosed.
In order to protect Lender's position as "Recognized Mortgagee" under the Ground Lease and
consistent with past practice, notice is hereby given to Owner that Lender has declared an Event
of Default under the Mortgage and the other Loan Documents. In the interests of full and fair
disclosure, please be advised that Tenant disputes the existence of an Event of Default.
040Bn6567 -002 BRWORD/2756fiv2
...... ,..,,,..,.,,,. .... ~. _..
PROSKAUER ROSE LLP
Miami Beach Redevelopment Agency
No\'ember 16, 2004
Page .1
All notice, correspondence and other communications to Lender should be made as follows:
North Fork Bank
c/o Stuart T. Kapp, Esq.
Proskauer Rose LLP
2255 Glades Road
Suite 340 West
Boca Raton, Florida 33431-7360
Telephone No. 561-995-4730
Fax No. 561-241-7145
e-mail: skapp@proskauer.com
Very truly yours,
auer Rose LLP
0408fi:5Ci -:02 BRWORD127566v2
11/16/2004 04:41 PM
PROSKAUER ROSE LLP
cc: Miami Beach Redevelopment Agency
General Counsel
1700 Convention Center Drive
Miami Beach, Florida 33139
City of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
City of Miami Beach
City Attorney
1700 Convention Center Drive
Miami Beach, Florida 33139
Bloom & Minsker
Suite 700
1400 Brickell Avenue
Miami, Florida 33131
Attention: Joel N. Minsker, P.A.
RDP Royal Palm Hotel Limited Partnership
c/o Peebles Atlantic Development Corporation
550 Biltmore Way
Suite 970
Coral Gables, Florida 33134
Attn: R. Donahue Peebles
Stuart K. Hoffman, Esq.
Hunton & Williams
1111 Brickell Avenue, Suite 2500
Miami, Florida 33131
0408176567 -002 BRWORDI27566v2
1111612004 04:41 PM
11/12/04 09:21 FAX 305 373 0728 ROY TA~IS
-.-'- - -'~'----'-
~002
&UNION
PLANTERS
BANK
November 10, 2004
YIA FACSIMILE AND'MAlL
Mr. R. Donahue Peebler .
RDP Royal Palm Hotel Limited Partnership
c/o PADe Hospitality (orporation 1
550 Biltmore Way, Suit: 970
Coral Gables, Plorida :: 3134
.r
Re: Union P anters Bank, N.A. loan to RDP Royal Palm Hotel Limited Partnership, a
Florida 111lited partnership
Dear Don:
This letter is tc advise you that the Bank has assigned the loan to North Fork Bank.
North Fork Bank will lIe 'contacting you to provide you with instructions for payment and other
information. In the mc. antime, should you have any questions, please call Stuart Kapp, Esq., at
(561) 995-4730.
Very truly yours,
~~~
RoyD. Tanis
Senior Vice President
cc: City M~ager,
City of Miami J 3each
Exec1"l.tive Dire:tor.
Miami Beach F..cdevelopment Agency
\\M\A.SIWOI \C'.oLDMI\NS\\S9 HI9..oI\ll/10104\042.75.291107
2800 Ponce de Leon Blvd
., :oul G:&bles, FL 33134 . (305) 648-7023 . Fax: (305) 648-7057