98-22683 RESO
RESOLUTION NO. 98-22683
A RESOLUTION OF THE MAYOR AND MEMBERS OF THE CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA,
EXTENDING THE TERMINATION DATE OF THE ESCROW
AGREEMENT DATED AS OF OCTOBER 21, 1997, AS AMENDED,
BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY, THE
CITY, RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, AND
BLOOM & MINSKER, FOR AN ADDITIONAL PERIOD OF SIXTY DAYS;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Miami Beach Redevelopment Agency (the "RDA"), the City of Miami
Beach, Florida (the "City"), RDP Royal Palm Hotel Limited Partnership ("RDP"), and Bloom &
Minsker, as escrow agent (the "Escrow Agent"), entered into an escrow agreement and an addendum
to escrow agreement, together with certain exhibits thereto (collectively, the "Escrow Agreement"),
dated as of October 21,1997; and
WHEREAS, said Escrow Agreement provided, in part, that unless certain Conditions (as
such term is defined in the Escrow Agreement), where met on or prior to a date seventy-five (75)
days from October 21, 1997 (that is, January 4, 1998), the Escrow Agent was instructed to destroy
all signatures on the Escrowed Documents (as such term is defined in the Escrow Agreement); and
WHEREAS, Condition No.4 on Exhibit B to the Escrow Agreement, which Condition
required RDP to present to the RDA and the RDA to approve a guaranteed maximum price
construction contract, which contract was to be in full force and effect for the construction of the
Hotel contemplated in the Ground Lease and the Hotel Development Agreement (as such terms are
defined in the Escrow Agreement); and
WHEREAS, such condition was not met by January 4, 1998; and
WHEREAS, said deadline of January 4, 1998 was extended for sixty (60) days to March 5,
1998, pursuant to a First Amendment to Escrow Agreement dated as of January 4, 1998; and
WHEREAS, the aforesaid Condition No.4 on Exhibit B to the Escrow Agreement will not
be completed by March 5, 1998; and
WHEREAS, it is necessary and desirable and in the best interest of the City and its citizens
to extend the Termination Date (as such term is defined in the Escrow Agreement), for an additional
period of sixty (60) days, and to approve a Second Amendment to Limited Partnership Agreement.
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NOW, THEREFORE, BE IT DUL Y RESOLVED BY THE MAYOR AND MEMBERS
OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, as follows:
1. The Mayor and City Clerk are hereby authorized and directed to execute and deliver the
Second Amendment to Escrow Agreement, attached hereto as Exhibit "A" and by this
reference made part hereof, and such other documents and instruments as may be necessary
to extend the Termination Date (as defined in the Escrow Agreement), for a period of sixty
(60) days from March 5, 1998.
2. All action heretofore taken by the City Manager and City staff in order to extend the
Termination Date under the Escrow Agreement is hereby ratified, confirmed and approved.
3. The City Manager, City Clerk, and City Attorney and their respective designees and outside
counsel are hereby authorized to take such actions as may be necessary to effectuate the
purposes of this Resolution
4. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 4th day of March, 1998.
I/)
MA YOR
towp~
CITY CLERK
APPROVED AS TO
FORM & lANGUAGE
& FOR EXECUTION
ATTEST:
1~ JH1ruL
ity Attorney
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F:\ATroILEVLlllOTELlESCROW34,EXT
;ITY OF MIAMI BEACH
TV HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
tp:\\ci. miami-beach. fl. us
COMMISSION MEMORANDUM No.1 4-lf-- 9 ~
TO:
Mayor Neisen O. Kasdin and
Members of the City Commis ion
DATE: March 4,1998
FROM:
Sergio Rodriguez
City Manager
SUBJECT:
A RESOLUTI THE MAYOR AND MEMBERS OF THE CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA,
EXTENDING THE TERMINATION DATE OF THE ESCROW AGREEMENT
DATED AS OF OCTOBER 21, 1997, AS AMENDED, BETWEEN THE
MIAMI BEACH REDEVELOPMENT AGENCY, THE CITY OF MIAMI
BEACH, FLORIDA, RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP,
AND BLOOM & MINSKER, FOR AN ADDITIONAL PERIOD OF SIXTY
DAYS; AND PROVIDING AN EFFECTIVE DATE.
RECOMMENDATION
Approve the Resolution.
BACKGROUND
On October 21, 1997, an Escrow Agreement was entered into by the
City; the Miami Beach Redevelopment Agency (RDA); the developer of
the African American Hotel, Royal Palm Hotel Limited Partnership
(RDP); and Bloom & Minsker, as escrow agents. The Escrow Agreement
provided that, unless certain conditions were met on or prior to
January 4, 1998, the Escrow Agent was instructed to destroy all
signatures on the escrowed documents.
Condition No. 4 on Exhibit B to the Escrow Agreement required the
developer to present to the RDA, and subsequently the RDA to
approve, a guaranteed maximum price (GMP) construction contract.
That contract was to be in full force and effect for the
construction of the hotel. This condition was not met by January
4, 1998 and, pursuant to Resolution No. 287-98, said date was
extended for sixty (60) days to March 5, 1998 pursuant to a First
Amendment to Escrow Agreement.
AGENDA ITEM
KfJ
3 -4--9~
DATE
ANALYSIS
The developer is working diligently with Tishman Construction, the
City's consultant, to finalize the guaranteed maximum price (GMP)
prior to the March 5, 1998 expiration of the first extension.
While the Administration has been reasonably assured that closure
will be reached, it is possible that complications could arise.
(The developer has just received bids from his contractor.) If
prices are high and value engineering on the project is necessary,
it may require additional time.
At this time it is recommended that extend the escrow agreement be
extended for an additional sixty (60) days to May 4, 1998 to assure
approval of a guaranteed maximum price construction contract.
Should matters be resolved prior to the March 4, 1998 meeting, the
Administration will recommend withdrawal of this item.
CONCLUSION
The City Commission and the RDA should approve an extension for an
additional 60 days.
SR : HSM : MSD : j m
RESOLUTION NO. 288-98
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE BOARD
OF THE MIAMI BEACH REDEVELOPMENT AGENCY EXTENDING THE
TERMINATION DATE OF THE ESCROW AGREEMENT DATED AS OF
OCTOBER 21, 1997, AS AMENDED, BETWEEN THE MIAMI BEACH
REDEVELOPMENT AGENCY, THE CITY, RDP ROYAL PALM HOTEL
LIMITED PARTNERSHIP, AND BLOOM & MINSKER, FOR AN
ADDITIONAL PERIOD OF SIXTY DAYS; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Miami Beach Redevelopment Agency (the "RDA"), the City of Miami
Beach, Florida (the "City"), RDP Royal Palm Hotel Limited Partnership ("RDP"), and Bloom &
Minsker, as escrow agent (the "Escrow Agent"), entered into an escrow agreement and an addendum
to escrow agreement, together with certain exhibits thereto (collectively, the "Escrow Agreement"),
dated as of October 21, 1997; and
WHEREAS, said Escrow Agreement provided, in part, that unless certain Conditions (as
such term is defined in the Escrow Agreement), where met on or prior to a date seventy-five (75)
days from October 21, 1997 (that is, January 4, 1998), the Escrow Agent was instructed to destroy
all signatures on the Escrowed Documents (as such term is defined in the Escrow Agreement); and
WHEREAS, Condition No.4 on Exhibit B to the Escrow Agreement, which Condition
required RDP to present to the RDA and the RDA to approve a guaranteed maximum price
construction contract, which contract was to be in full force and effect for the construction of the
Hotel contemplated in the Ground Lease and the Hotel Development Agreement (as such terms are
defined in the Escrow Agreement); and
WHEREAS, such condition was not met by January 4, 1998; and
WHEREAS, said deadline of January 4, 1998 was extended for sixty (60) days to March 5,
1998, pursuant to a First Amendment to Escrow Agreement, dated as of January 4, 1998; and
WHEREAS, the aforesaid Condition No.4 on Exhibit B to the Escrow Agreement will not
be completed by March 5, 1998; and
WHEREAS, it is necessary and desirable and in the best interest of the City and its citizens
to extend the Termination Date (as such term is defined in the Escrow Agreement), for an additional
period of sixty (60) days, and to approve a Second Amendment to Limited Partnership Agreement.
F:\A ffi)\UVl.\HOTEUESCROWH.F_'fT
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE BOARD OF THE MIAMI BEACH REDEVELOPMENT AGENCY,
as follows:
1. The Chairman and Secretary are hereby authorized and directed to execute and deliver the
Second Amendment to Escrow Agreement, attached hereto as Exhibit "A" and by this
reference made part hereof, and such other documents and instruments as may be necessary
to extend the Termination Date (as defined in the Escrow Agreement), for a period of sixty
(60) days from March 5, 1998.
2. All action heretofore taken by the Executive Director and staff of the RDA in order to extend
the Termination Date under the Escrow Agreement is hereby ratified, confirmed and
approved.
3. The Executive Director, Secretary, and General Counsel and their respective designees and
outside counsel are hereby authorized to take such actions as may be necessary to effectuate
the purposes of this Resolution
4. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 4th
day of March, 1998.
ATTEST:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
_~_tLw.6 r~
SECRETARY
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Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673- 7295
Fax: (305)673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 98-5
March 4, 1998
TO: Chairman and Members of the Board
of the Miami Beach Redev lopment Agency
FROM: Sergio Rodriguez
Executive Director
SUBJECT: A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE BOARD OF
THE MIAMI BEACH REDEVELOPMENT AGENCY EXTENDING THE
TERMINATION DATE OF THE ESCROW AGREEMENT DATED AS OF
OCTOBER 21, 1997, AS AMENDED, BETWEEN THE MIAMI BEACH
REDEVELOPMENT AGENCY, THE CITY OF MIAMI BEACH, FLORIDA,
RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, AND BLOOM &
MINSKER, FOR AN ADDITIONAL PERIOD OF' SIXTY DAYS i AND
PROVIDING AN EFFECTIVE DATE.
RECOMMENDATION
Approve the Resolution.
BACKGROUND
On October 21, 1997, an Escrow Agreement was entered into by the
City; the Miami Beach Redevelopment Agency (RDA); the developer of
the African American Hotel, Royal Palm Hotel Limited Partnership
(RDP); and Bloom & Minsker, as escrow agents. The Escrow Agreement
provided that, unless certain conditions were met on or prior to
January 4, 1998, the Escrow Agent was instructed to destroy all
signatures on the escrowed documents.
Condition No. 4 on Exhibit B to the Escrow Agreement requ~red the
developer to present to the RDA, and subsequently the RDA to
approve, a guaranteed maximum price (GMP) construccion contract.
That contract was to be in full force and effect for the
construction of the hotel. This condition was not met by January
4, 1998 and, pursuant to Resolution No. 287-98, said date was
CITY Cf:~TI:V
Vedevelcpment [)istJict
Agenda Item 2-D
March 4, 1998
S()UTti P()I,--.Tf:
Vedevelcpment [)istrict
extended for sixty (60) days to March 5, 1998 pursuant to a First
Amendment to Escrow Agreement.
ANALYSIS
The developer is working diligently with Tishman Construction, the
City's consultant, to finalize the guaranteed maximum price (GMP)
prior to the March 5, 1998 expiration of the first extension.
While the Administration has been reasonably assured that closure
will be reached, it is possible that complications could arise.
(The developer has j ust received bids from his contractor.) If
prices are high and value engineering on the project is necessary,
it may require additional time.
At this time it is recommended that extend the escrow agreement be
extended for an additional sixty (60) days to May 4, 1998 to assure
approval of a guaranteed maximum price construction contract.
Should matters be resolved prior to the March 4, 1998 meeting, the
Administration will recommend withdrawal of this item.
CONCLUSION
The City Commission and the RDA should approve an extension for an
additional 60 days.
SR:HSM:MSD: jm
EXHIBIT "A"
SECOND AMENDMENT TO ESCROW AGREEMENT
This SECOND AMENDMENT TO ESCROW AGREEMENT, dated as of the 4th day of
March, 1998, between MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate
and politic (the "Agency"); and the CITY OF MIAMI BEACH, a municipal corporation ofthe State
of Florida (the "City") RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, a Florida limited
partnership ("RDP"); and BLOOM & MINSKER (the "Escrow Agent").
RECITALS:
A. The Parties to this Second Amendment to Escrow Agreement executed that certain
Escrow Agreement (the "Escrow Agreement") dated as of October 21, 1997, pursuant to which
certain documents relating to which the easing, development and operation of a convention center
hotel to be constructed on the property commonly known as 1535 and 1545 Collins Avenue, Miami
Beach, Florida were escrowed The Escrow Agreement contains an Addendum to Escrow Agreement
dated as of October 21, 1997 and a First Amendment to Escrow Agreement dated as of January 4,
1998. The Escrow Agreement, together with the Addendum, are herein referred to as the
"Agreement. "
B. The parties wish to amend certain of the provisions of the Agreement.
C. By Resolution adopted'1!l~at+ 1- ' 1998, the Agency and the City have
authorized and directed the appropriate officers of the Agency and the City to amend the Agreement
as hereinafter set forth.
NOW, THEREFORE, in exchange for the mutual promises contained herein, and other good
and valuable consideration, the receipt and adequacy of which are hereby conclusively
acknowledged, the parties ofthis Agreement agree as follows:
1.
herein.
Recitals.
The foregoing Recitals are true and correct and are incorporated
2. Amendment to Section 5 of the Escrow Agreement. Section 5 of the Escrow
Agreement is amended to change the seventy-five (75) day period contained in the second line on
Page 3 of the Escrow Agreement to one hundred ninety-five (195) days.
3. No further modifications. Except as set forth in this Amendment to Escrow
Agreement, the Agreement remains unmodified and in full force and effect.
~
IN WITNESS WHEREOF, the parties have executed this Second Amendment to Escrow
Agreement as of the date first set forth above.
WITNESSES:
111 ~X/L
Redevelopment Agency
Genl':ro' Coons!"!
?(~9~
Date
WITNESSES:
A PROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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City A orney Date
WITNESSES:
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MIAMI BEACH REDf1IIr-PMENT AGENCY
By: ~_ __
ATTEST:
By: ~6 p~
Robert Parcher, Secretary
4/1l{ 1ft
Date:
CITY OF MIAMI B
, FLORIDA
By:
ATTEST:
By: ~r rtt.t~
Robert Parcher, Secretary
ilt//ff
Date:
RDP ROYAL PALM HOTEL LIMITED
PARTNERSHIP
By:
By:
Date: ], /J-- 76
~
The undersigned, as Escrow Agent under the Agreement, hereby acknowledges receipt of
the foregoing Second Amendment to Escrow Agreement.
WITNESSES:
BLOOM & MINSKER, as Escrow Agent
By: Joel N. Minsker, P.A.
c;i2
By:
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Date:
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