97-22267 RESO
RESOLUTION NO.
97-22267
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE THE FIRST AMENDMENT TO GARAGE
EASEMENT AGREEMENT, WHICH IS ATTACHED HERETO AND
INCORPORATED HEREIN, CONCERNING THE LOEWS MIAMI BEACH
HOTEL TRANSACTION, MODIFYING THE AGREEMENT TO PROVIDE
AN INCREASE IN MB REDEVELOPMENT INC.'S FINANCIAL
OBLIGATIONS UNDER THAT AGREEMENT.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") and M 3
Redevelopment, Inc., an entity affiliated with Loews Hotels Holding Corporation ("MB"), enkrej
into that certain Garage Easement Agreement dated as of September 20, 1996 (the "Agreement" I,
pursuant to which the Agency granted MB an easement as to certain parts of a public parking ga'a~ e
to be developed at 16th Street between Collins and Washington Avenues; and
WHEREAS, the Agreement provides for the payment of certain monies by MB for the m e
of the garage and other financial matters; and
WHEREAS, the City of Miami Beach (the "City") was planning to receive a $600,000.0)
EDI grant from the U.S. Department of Housing and Urban Development in connection with the
Loews Miami Beach Hotel project; and
WHEREAS, the City will now not be receiving that grant; and
WHEREAS, the Agency and MB have agreed that they will each contribute $300,000.0)
to replace the funds that were coming to the City as a result of the grant; and
WHEREAS, MB will be paying its $300,000.00 over 20 years, with an appropriate intere~ t
rate; and
WHEREAS, the Agency and MB would like to amend the Agreement, pursuant to the term,
of the First Amendment to Garage Easement Agreement, which is attached hereto and incorporate 1
herein; and
WHEREAS, the payment of$300,000.00 plus interest by MB will be accomplished throug 1
an increase in the financial obligations of MB under the Agreement; and
WHEREAS, the City executed that certain Garage Easement Guarantee, dated a~ o.
September 20, 1996 (the "Guarantee"), in favor of MB, whereby the City guaranteed cenaiJ l
obligations of the Agency under the Agreement; and
WHEREAS, MB would like the City to confirm that the Guarantee remains in full forcem<.
effect despite the execution of the First Amendment to Garage Easement Agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND Clr'i'
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA as follows:
1. The Mayor and City Clerk are authorized to execute the First Amendment to Garag.~
Easement Agreement, which is attached hereto and incorporated herein, in connection with th ~
Loews Miami Beach Hotel transaction but only for the purpose of confirming that the Guarante ~
remains in full force and effect.
2. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 22nd day of
IA
.~.~
ATTEST:
~o~} fL~
CITY CLERK
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f:lattoltacalresoslamndgea.res
Attachment
APPROVED ft.S TO
FORM & lANGUAGE
& FOR execUOON
~~,
2
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
CITY OF MIAMI BEACH
COMMISSION MEMORANDUM NO..-1J - ~ 1
TO:
Mayor Seymour Gelber and
Memben of the City Commission
DATE: January 22, 1997
FROM:
Jose Garcia-Pedrosa
City Manager
SUBJECT:
A RESOLUTI N OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AN])
CITY CLERK TO EXECUTE THE FIRST AMENDMENT TO THE
GARAGE EASEMENT AGREEMENT, WHICH IS ATTACHED HERETO
AND INCORPORATED HEREIN, CONCERNING THE LOEWS MIAj'Vll
BEACH HOTEL TRANSACTION, MODIFYING THE AGREEMENT TO
PROVIDE AN INCREASE IN MB REDEVELOPMENT, INC.'S FINANCLU
OBLIGATIONS UNDER THAT AGREEMENT.
ADMINISTRATION RECOMMENDATION:
It is recommended that the Mayor and City Commission adopt the attached resolution.
BACKGROUND:
On November 20, 1996, the Mayor and City Commission approved a resolution authorizing a $20
million line of credit to the Miami Beach Redevelopment Agency, replacing the $10 million Sect! on
108 Block Grant Loan intended for the Loews Hotel project The decision not to pursue the F ede ra!
funds was based on two critical factors:
I. The promised 108 loan documents did not materialize as committed. The hotel proj,~ct
closing occurred in late September, 1996. In the absence of the 108 funds, the City/Agency
had to secure alternate financing sources. The loan documents from H.U.D arrived two
months late.
2. The loan documents contained requirements that would have required the City and lhe
Redevelopment Agency to renegotiate its contracts with Loews.
In deciding not to pursue Section 108 funding, the City also elected not to pursue a companion ED!
Grant for the hotel in the amount of $600,000. (The grant was contingent upon receipt of the 108
loan). The decision not to pursue the grant was discussed extensively at the Finance Committee
R]J("__
AGENDA ITEM _ _
DATE 1-;2;;>'.j~
level, and it was agreed that an effort would be made to have MB Redevelopment, Inc., ("~JE
Redevelopment"), an entity affiliated with Loews Hotels Holding Corporation, share in cost 0 .
replacing the grant funds.
MB Redevelopment has agreed to contribute $300,000 to help cover the loss of the EDI grant.
ANALYSIS
MB Redevelopment, Inc. has agreed to pay the $300,000 over twenty years at an interest rate 0:'
eight percent. In order to do so, the Garage Easement Agreement, entered into between the RDA
and MB Redevelopment on September 20, 1996, must be amended by increasing the financ:ia.
obligations ofMB Redevelopment by the amount of the payments due to pay the $300,000, plw
interest.
In obtaining the above mentioned $20 Million line Qf credit from the City, the RDA had providec
for the funding to replace both the $10 Million for the Section 108 Loan and the EDI Grant.
CONCLUSION
Execution of the First Amendment to the Garage Easement Agreement is necessary in order to alb",
for MB Redevelopment, Inc. to replace the portion of funds previously allocated for the EDI Grant
JGP fLob
Attachments
c,....... "-'
RESOLUTION NO.
261-97
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN
AND SECRET ARY TO EXECUTE THE FIRST AMENDMENT TO
GARAGE EASEMENT AGREEMENT, WHICH IS ATTACHED HERETO
AND INCORPORATED HEREIN, CONCERNING THE LOEWS MIAMI
BEACH HOTEL TRANSACTION, MODIFYING THE AGREEMENT TO
PROVIDE AN INCREASE IN MB REDEVELOPMENT INC. 'S FINANCIAL
OBLIGATIONS UNDER THAT AGREEMENT.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") and MB
Redevelopment, Inc., an entity affiliated with Loews Hotels Holding Corporation ("MB"), entered
into that certain Garage Easement Agreement, dated as of September 20, 1996 (the "Agreement'),
pursuant to which the Agency granted MB an easement as to certain parts of a public parking garage
to be developed at 16th Street between Collins and Washington Avenues; and
WHEREAS, the Agreement provides for the payment of certain monies by MB for the w;e
of the garage and other financial matters; and
WHEREAS, the City of Miami Beach (the "City") was planning to receive a $600,000.(0
EDI grant fromthe U.S. Department of Housing and Urban Development in connection with t}.e
Loews Miami Beach Hotel project; and
WHEREAS, the City will now not be receiving that grant; and
"
'; ,
WHEREAS, the Agency and MB have agreed that they will each contribute $300,000.00
to replace the funds that were coming to the City as a result of the grant; and
\VHEREAS, MB will be paying its $300,000.00 over 20 years, with an appropriate intere:;t
rate; and
WHEREAS, the Agency and MB would like to amend the Agreement, pursuant to the term s
of the First Amendment to Garage Easement Agreement, which is attached hereto and incorporatei
herein; and
WHEREAS, the payment of$300,OOO.OO plus interest by MB will be accomplished throug 1
an increase in the financial obligations ofMB under the Agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY as follows:
1. The Chairman and Secretary are authorized to execute the First Amendment to
Garage Easement Agreement, which is attached hereto and incorporated herein, in connection with
the Loews Miami Beach Hotel transaction.
2. This Resolution shall take effect immediately upon adoption.
ATTEST:
PASSED AND ADOPTED this 22nd day of
Rob}' YMLk
SECRETARY
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f: lattollAca lreso,1am ndg... rd.
Attachment
APPROVED AS TO
FORM & lANGUAGE
& FOR EXECUTION
~-13-9?
pment Agency Dote
Ge~rol Counsi~:
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Miami Beach
Redevelopment Agency
1 :700 Convention Center Drive
Miami Beach, Florida 33139
T.~lephone: (305) 673-7193
F,lx: (305) 673-7772
t .'.... .-'
REDEVELOPMENT AGENCY MEMORANDUM NO. 97-4
DATE:
January 22, 1997
TO:
Chairman and Members of the Board
of the Miami Beach Redevelopment Agency
Jose Garcia-Pedrosa ~~
Executive Directo~,,~
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN ANE
SECRETARY TO EXECUTE THE FIRST AMENDMENT TO THE GARAGE
EASEMENT AGREEMENT, WHICH IS ATTACHED HERETO AND
INCORPORATED HEREIN, CONCERNING THE LOEWS MIAMI BEACE
HOTEL TRANSACTION, MODIFYING THE AGREEMENT TO PROVIDE
AN INCREASE. IN MB REDEVELOPMENT, INC.'S FINANCIAL
OBLIGATIONS UNDER THAT AGREEMENT.
FROM:
SUBJECT:
ADMINISTRATION RECOMMENDATION:
'-; '; ,
It is recommended that the Chairman and Members of the Miami Beach
Redevelopment Agency adopt the attached Resolution.
BACKGROUND:
On November 20, 1996, the Mayor and City Commission approved a
resolution authorizing a $20 million line of credit to the Miami
Beach Redevelopment Agency, replacing the $10 million Section 108
Block Grant Loan intended for the Loews Hotel proj ect . The
decision not to pursue the Federal funds was based on two critical
factors:
1. The promised 108 loan documents did not materialize as
-'
committed. The hotel project closing occurred in late
September, 1996. In the absence of the 108 funds, the
City/Agency had to secure alternate financing sources. The
loan documents from H.U.D. arrived two months late.
S()UTti V()I~
Pedevel()pment Dlstnct
CIIT CI:~I:P
Pooevel()pment District
f ,,~...' .~.
2. The loan documents contained requirements that would have
required the City and the Redevelopment Agency to renegotiate
its contracts with Loews.
In deciding not to pursue Section 108 funding, the City also
elected not to pursue a companion EDI Grant for the hotel in tr..e
amount of $600,000. (The grant was contingent upon receipt of tt.e
108 loan.) The decision not to pursue the grant was discussed
extensively at the Finance Committee level, and it was agreed that
an effort would be made to have MB Redevelopment, Inc. (1I~3
Redevelopment"), an entity affiliated with Loews Hotels Holding
Corporation, share in cost of replacing the grant funds.
MB Redevelopment has agreed to contribute $300,000 to help cover
the loss of the EDI grant.
ANALYSIS
MB Redevelopment, Inc. has agreed to pay the $300,000.00 over
twenty years .at an interest rate of eight percent. In order to d~
so, the Garage Easement Agreement, entered into between the RDA anj
MB Redevelopment on September 20, 1996, must be amended hy
increasing the financial obligations of MB Redevelopment by th=
amount of the payments due to pay the $300,000.00 plus interest.
In obtaining the above mentioned $20 million line of credit from
the City, the RDA had provided for the funding to replace both thl~
~$10 million for the Section 108 Loan and the EDI Grant.
"i'
CONCLUSION
Execution of the First Amendment to the Garage Easement Agreement
is necessary in order to allow for MB Redevelopment, Inc. to
replace the portion of funds previously allocated for the ED::
Grant.
JGP/~b
Attachments
~ ,......, ...->
PREPARED BY AND RETURN TO:
KOLLEEN O. P. COBB, ESQ.
HUGHES HUBBARD & REED
201 S. BISCA YNE BLVD., SUITE 2500
MIAMI, FLORIDA 33131
FIRST AMENDMENT TO GARAGE EASEMENT AGREEMENT
THIS FIRST AMENDMENT TO GARAGE EASEMENT AGREEMENT (:he
"Amendment") is made as of the 1st day of January, 1997, by MIAMI BEA:H
REDEVELOPMENT AGENCY ("Owner") and MB REDEVELOPMENT, INC., a Florida
corporation ("Grantee").
WIT N E SSE T H:
WHEREAS, Owner and Grantee entered into that certain Garage EasE'!m 3nt
Agreement dated as of September 20, 1996 and recorded in Official Records Book 17332,
Page 0130, of the Public Records of Dade County, Florida (the "Agreement"), pursuan to
which the Owner granted Grantee an easement over the Land and Facility (other than he
Retail Space) in order to provide Grantee with parking spaces and access, ingress end
egress for pedestrian and vehicular passage and traffic upon and subject to the term) c nd
conditions contained in the Agreeme.nt; .
WHEREAS, Section 4 of the Agreement sets forth the!Use Fee and Facility USe ge
Payment with respect to the Facility; and
WHEREAS, the Owner and Grantee wish to amend the Agreement to revise he
Use Fee and Facility Usage Payment.
NOW, THEREFORE, in consideration of the mutual covenants contained her3in
and in consideration of Ten and No/100 ($10.00) Dollars and other good and valua Jle
consideration, the receipt and sufficiency of which are hereby a'cknowledged, the CWller
and Grantee hereby agree as follows:
1. Incorporation of Recitals. The above recitals are true and correct and; Ire
incorporated herein as if set forth in full.
2. General Terms. All defined terms (denoted by capitalization) used ill t lis
Amendment which are not defined herein, shall have the same meaning as ill .. he
Agreement. Except as amended and modified by this Amendment, all of the tt~rrls,
covenants, conditions, and agreements of the Agreement shall remain in full forcE! end
effect. In the event of any conflict between the provisions of the Agreement and .. he
provisions of this Amendment, this Amendment shall control.
3. Use Fee. In Section 4(a) of the Agreement, in the eighth and ninth Hn ~S,
delete "an annual use fee (the "Use Fee") in the amount of Five Hundr~d Fifty ThoLsend
~ ,....... "-'
Dollars ($550,000.00)" and replace it with the following: "a use fee (the "Use Fee") at the
rate of Five Hundred Eighty Thousand Dollars ($580,000) per annum from the USI~ Fee
Commencement Date to and including the twentieth anniversary thereof (the "ilnitial
Period") and at a rate of Five Hundred Fifty Thousand Dollars ($550,000) per annum
thereafter".
4. Facility Usage Payment. In Section 4(b) of the Agreement:
(i) in the fourth line, delete "$550,000" and replace it with the follcwi 19:
"$580,000 during the Initial Period and $550,000 thereafter".
(ii) in the second line of subsection (i), delete "$1,320,000" and replac 3 it
with the following: "$1,390,000 during the Initial Period and $1,320,000 thereafter".
(iii) in the second line of subsection (ii), delete "$1,320,000" and replac ~ it
with the following: "$1,390,000 or $1,320,000, as applicable."
5. Minimum Facility Usage Payment. In Section 4(c) of the Agreement:
(i) in the sixth line, delete "$550,000" and replace it with the folloNi 19:
"$580,000 per annum during the Initial Period and $550,000 per annum thereafter".
(ii) in the eighth line'; delete "3(b)" and replace it with the following: "4(b I".
6. Condemnation. In 5.ection 13(c) C?fthe Agreement: ,
(i) in the sixth line, delete "'$1,320,000' amount" and replace it wittl the
following: "'$1,390,000' or '$1,320,000' amount, as applicable,".
"
.
(ii) in the seventh line, delete "'$550,000' amounts" and replace it wit' he
following: "'$580,000' or '$550,000' amounts, as applicable,".
7. Counterparts. This Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and t 1e
same document.
IN WITNESS WHEREOF, the following parties have executed this Amendment 3S
of the day and year first above written.
MB REDEVELOPMENT, INC.
ATTEST:
By:
Gary W. Gar
MI963610,007
By:
-2-
By:
~"...... '-'
ATTEST:
By:
Ro~ Bu~
Robert Parcher
Secretary
ED I~ TO
:~GUAGE
& FOR EXECUTION
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK)
~ The foregoing instrument was acknowledged before me this :J.-c;tba a~ of
, 1997, by Jack S. Adler, as Vice-President, and Gary W. Garson, as Assistant
Secret ,of MB REDEVELOPMENT, INC., a Florida corporation, on behalf of sllch
corporation. They are personally known to me or produced valid driver's licensl3s as
identification.
1!f~~
G!'::"'r,>\]1 .:.:,=': 'r. .
\ -1 ~ -92
Dote
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All Notary Public, State of New York
My commission expires: (I \GU1 I ~ I lCf17
o DEBRA O. KARAM
Notary Public, S...e of NIw__
No. 488181'
, Qualified in ~ CaUnlw9rf
Commission Expir.. Me1 ,.. '''-'
STATE OF FLORIDA
)
)SS:
)
COUNTY OF DADE
~ ~e foregoing instrument was acknowledged before me this IO""dayof
n. , 1997, by Seymour Gelber, as Chairman, and Robert Parcher, as
Secretary, of the MIAMI BEACH REDEVELOPMENT AGENCY, a public body corpor;lte
and politic, on behalf of such public body. They are personally known to me or produced
valid Florida driver's licenses as identification.
~'t<a.", ~~
No ary Public, State of Florida
My commission expires:
OFFICIAL NOTARY SEAL
LILLIAN BF.AUCHAMP
NarARY PUBLIC STATE OF FLORIDA
COMMISSION NO. CC3478S2
MY COMMISSION EXP. FEB. 13,1998
M1963610.007
-3-
ill ' ...... ~-'
Confirmation of Guarantee
The City of Miami Beach hereby acknowledges receipt of the First Amendment to Gange
Easement Agreement and confirms that the Garage Easement Guarantee given by the
City of Miami Beach, a Florida municipal corporation, in favor of MB Redevelopment, 11C.,
a Florida corporation, dated as of September 20, 1996, remains in full force and effect.
By:h<r VCU-~
Robert Parcher
City Clerk
","STO
FORM & lANGUAGE
& FOR EXECJTION
ATTEST:
STATE OF FLORIDA
)
)ss:
)
(~
r -( Y-17
Dote
COUNTY OF DADE
,
The foregoing instr~ment was a~knOWledged b~fore me this IO~a'l of
--r=~997, by Seymour Gelber, as Mayor, and Robert Parcher, as City ClErk,
of the CITY OF MIAMI BEACH, a municipal corporation of the State of Florida, on behalf
.; of such municipal corporation. They are personally known to me or produced valid Flor da
driver's licenses as identification.
My commission expires:
OFFICLAL NOTARY SEAL
LILLIAN BEAUCHAMP
Nar ARY PUBLIC STATE OF FLORIDA
CO~jM!5S10N NO. CC3-!7882
\lY CO\1MESJON EXP. fEB. 13,]998
~.'''''' .-'
JOINDER AND CONSENT
The Bankers Trust Company, a New York banking corporation, as Ag,ent (in
such capacity, the "Agent") for Bankers Trust Company, a New York banking corpcra .ion,
The Bank Of Nova Scotia, a Canadian chartered bank, Nationsbank, N.A., (Soutt), a
national banking association, Republic National Bank Of Miami, a national ban:<ing
association, Ocean Bank, Capital Bank, and Orix USA Corporation, a Dela\,/are
corporation (the "Mortgagee"), is the owner and holder of the following descr bed
mortgage and security agreement, assignment of rents, income and leases, and financing
statements (collectively, the "Security Documents"): (a) Mortgage and Security Agreerlent
given by MB Redevelopment, Inc., a Florida corporation ("Mortgagor") to Mortgagee!! d 3ted
as of September 20, 1996 and recorded September 23, 1996 in Official Records Hook
17362, Page 208, (b) Security Agreement and Assignment of Rents, Incorre and
Contracts given by Mortgagor to Mortgagee dated as of September 20, 19S 6 and
recorded September 23, 1996 in Official Records Book 17362, Page 277, and (c) UCC-1
Financing Statements between Mortgagor, as Debtor, and Mortgagee, as Secured Party,
recorded September 23, 1996 in Official Records Book 17362, Page 310, all of the P Jblic
Records of Dade County, Florida;
hereby joins in and consents to the foregoing First Amendment To Gc;.rage
Easement Agreement.
WITNESSES:
Name: ~H.f!iiJ>"U"""
tt:~r:: '~
Name: ' tV~ \.--2 c..;\-u-rc-
ANY, As Agent
By:
Name:
Title:
;ltt-(5o'Y
"
.
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK)
I certify that on this date before me an officer duly authorized in the State and
Coun aforesaid to take acknowledgments, personally appeared ,/l- le;<a n /(y /!.'.:...J /. ~c)), J-\J' c-
as V1A.. i'fe c..f-rr of Bankers Trust Company, as agent, and th:::t he
acknowledged executing the same freely and voluntarily under authority duly ves12.:d in
him by said corporation and on behalf of the corporation.
Witness my hand and official seal in the County and State last aforesaid this ,;I , day
---- .- -
of)qh14Cl~y,1997. /~ ~'
~~_~4'-c?~~~
Notary Public, State of 08..'" A/e.i.u YOrk:
My commission expires:
i,-1t:rlt:::lA A LANDOLFI
Notary Public State of New Yock
No. 01LA5039087
Qualified in NaMu CounIJ
CommlMion e.,.. F.b. 13. { C; 9' ,/
MI9636 10.007