RESOLUTION NO.

98- 22753 A RESOLUTION OF THE MAYOR AND MEMBERS OF

THE

CITY

COMMISSION

THE

MIAMI

OF

CITY

THE

OF

EXTENDING

BEACH, FLORIDA,

OF

DATE

TERMINATION

OF OCTOBER

THE ESCROW AGREEMENT DATED AS

1997, AS AMENDED, BETWEEN THE

21,

MIAMI

REDEVELOPMENT AGENCY, THE CITY, RDP ROYAL

PALM

BEACH

FOR AN
&
LIMITED PARTNERSHIP, AND BLOOM MINSKER,

HOTEL

ADDITIONAL PERIOD OF SEVENTY-THREE DAYS;AND

PROVIDING AN EFFECTIVE DATE. WHEREAS,the Miami

the City of

Miami

Beach, Florida (the City"),

RDP
"

Redevelopment

Beach

Royal

Palm

Agency ( the "RDA"),

Hotel Limited

Partnership ("RDP"),and Bloom &Minsker, as escrow

agent t(he E"scrow 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 ( a~
such term is defined in the Escrow Agreement), where met on or
date seventy- five (
1997 ( that
75)days from October 21,
prior to a
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

the Ground Lease and

the

such

terms are

said deadline of January

condition

dated as

4,
1998; and

sixty (

in

1998,

was

met
by
extended for

pursuant to a First Amendment

January

4,
sixty (

to

Escrow

Agreement

January

the Escrow Agreement was

and WHEREAS, said deadline was extended for

was not

1998
4,

60)
days to March 5,
of

Hotel contemplated

the

defined in

Escrow Agreement); and WHEREAS, such

WHEREAS,

the

Hotel

Development Agreement ( as

1998;and

construction of

WHEREAS,

the aforesaid

not

completed

by

Condition

No.4 on

March 5,

1998;

Exhibit

to

WHEREAS, there

and WHEREAS,
open issues and

citizens

are

the

break escrow

still unresolved issues

as

to the

City, RDA and RDP have

aforesaid Condition No.

been working

so that construction of the Hotel

may

4;

diligently to resolve the

commence;

and WHEREAS, it is necessary and desirable and in the best interest of the City and its
Agreement), for an
Date ( as such term is defined in the Escrow

to extend the Termination

additional

period of seventy- three

days. NOW,THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND

MEMBERS OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, as

follows:

The Mayor and

1.

City

deliver the Third Amendment

Clerk are hereby authorized and directed to execute and

to Escrow Agreement, attached hereto as Exhibit " A"and

by this reference made part hereof, and such other documents and instruments as may
as defined in the Escrow Agreement), for a
be necessary to extend the Termination Date (

seventy- three (73)

period of

May 4,
1998 to
(

July

days

from

16, 1998)..2.
All

and City staff in order

action

heretofore

taken by the City Manager

to extend the Termination Date under the

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
Escrow

such actions as may

be necessary to effectuate the

4.
This Resolution shall

purposes

take

effect

of this

Resolution

immediately upon

its

adoptin.

PASSED

ADOPTED this 20th

day
of
May ,1998.

AND

11 4I
,
f MAYOR

FORM & LANGUAGE FOR

EXECUTIONaA.

J.

(;!

ATTEST:
APPROVED

AS

TO

OF

CITY
ITY HALL

FLORIDA

BEACH

MIAMI

1700 CONVENTION CENTER DRIVE MIAMI BEACH,

33139 1ttp:\\
cLm iam i-beach.

q9g

31

and

City

Commission DATE:
May 20,

1998

FROM:

Sergio
CITY

DATED

AS

BETWEEN

SEVENTY

AS

THE

LIMITED

THE

PARTNERSHIP,

DATE

TERMINATION

OF

CITY

THE

MAYOR
MIAMI

ESCROW

21,
1997,

OCTOBER

REDEVELOPMENT

AGENCY, THE
RDP

FLORIDA,

BEACH,

OF

THE

OF

BEACH

MIAMI

MIAMI

PERIOD

AND

THE

AGREEMENT

OF

DAYS;

OF

OF

RESOLUTION

Manager SUBJECT: A

Rodriguez, City

BEACH, FLORIDA, EXTENDING

HOTEL

the

Members

COMMISSION

AMENDED,

of

TO:Mayor

Neisen O.Kasdin

AND

NO.

lDUM

MEMORAt"

usCOM IS ION

fl.

FOR

AND BLOOM &MINSKER,

CITY
PALM

ROYAL

AN ADDITIONAL

OF

THREE

PROVIDING

AN

EFFECTIVE

DATE.

21,

City; the
the

of

Miami

African

and
RDP);

to

January

Escrow Agent

documents.

contract.

to

the

That

contract

the

construction

Hotel,

Royal

the

into

certain

conditions

Hotel

Palm

Bloom &
Minsker, an
were

Limited

agent.

escrow

met

The

on

Partnership

Agreement provided
or prior
Escrow

4,1998, the

was

instructed

to

destroy

all

present

to

City/ RDA

approve, a

must

to

be

of the

the

in

on the escrowed

signatures

No.4 on Exhibit B

Condition

developer

subsequently

Adopt

entered

American

unless

that,

the

Escrow

Resolution. BACKGROUND

On October
Agreement was
by the
Beach
Redevelopment Agency ( RDA);the developer
RECOMMENDATION

ADMINISTRATION

1997, an

to

the

force

Agreement

required

RDA,and

City/

guaranteed maximum
full

Escrow

price ( GMP) construction

for

and effect

hotel. This

condition

was

not

by January 4,
1998 and, pursuant to Resolution No.
98,said date was extended for
sixty 60) days
to March 5, 1998 pursuant to a First

Amendment to
for

met

287-

Escrow Agreement,
and

ANALYSIS

is

The

developer
City' s/ RDA' s

with Tishman Construction,

working diligently

consultant,

remaining

all

finalize

to

the

technical

issues.

There

still

are

4.

on

issues. The

must
realistically

unresolved

In

project

addition,

administrative

hold

Escrow

issues

to

due

Agreement

documents.

termination

of

the

to

aforesaid Condition No.

have

final approvals
the unresolved City- wide

FAR

in

assure

project

the

be

can the

the

as

extended

begin

days

of

order

to

agreement

that

three ( 73)
in

within seventyas

been

required

this

closing

the

At

this
recommended

extended
that

1998.

time

the

it

is

additional

for an

three

seventy- 73)
escrow

agreement

days

to

July be

approve

an

additional

an extension

seventy-

three

73)

16, CONCLUSION

days. SR:

J[;
jPh Attachments

The

City Commission

for

and

the

RDA

should

EXHIBIT " A"

THIRD AMENDMENT TO ESCROW AGREEMENT

day of
1998, between MIAMI BEACH REDEVELOPMENT AGENCY, a public
body corporate and politic ( the "Agency");and the CITY OF MIAMI BEACH, a municipal
RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP,
corporation of the State of Florida ( the " City")
MINSKER ( the Escrow
"
BLOOM &
a Florida limited partnership (" RDP");and

htLu~

is THIRD AMENDMENT TO ESCROW AGREEMENT, dated

ofthe~

as

Agent").
RECITALS:

certain

A.The Parties to this Third Amendment to

Escrow Agreement (

pursuant to

which

a convention center hotel

and 1545 Collins
an
to

Addendum

Escrow

the Escrow
"
certain

documents relating

Agreement") dated as of

to which

the

be constructed on the property

Avenue, Miami Beach,Florida were
Agreement

dated as of October

Agreement dated as of

escrowed

executed that

October

21, 1997,

easing,development and operation of

known as 1535

commonly

to

to Escrow

Escrow Agreement

The Escrow Agreement contains

1997,a First Amendment

21,
Second Amendment

1998, and a
January 4,

1998. The Escrow

to Escrow Agreement dated as of March 4,
Addendum

Agreement, together with

the

and

said

amendments, is herein

referred to as the

II Agreement." B.The

wish to amend
Agreement.C.By Resolution adopted 1998,
the Agency and
~,

certain

parties

appropriate

the City

of the provisions of the

have authorized and directed the

officers of 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
Agency and the

hereby

conclusively

acknowledged,

the

parties

of

this Agreement agree

as

follows:

are
and correct and
are true
Amendment to Section 5 of
the Escrow Agreement. Section 5 of the Escrow
are incorporated 2.
is
amended
to
the
five
75)
(
seventycontained
change
day period
Agreement

1.
herein. Recitals.

in the second

two hundred and

The foregoing Recitals

line

on

Page 3 of the Escrow Agreement to

sixty-eight 268)
( days. 3.No further modifications.

IN WITNESS WHEREOF, the

Agreement

as

parties

have executed this Third Amendment to Escrow

of the date first set forth above.

f7DEVELOPMENT

WITNESSES: J~

MIAMIBEAC~

OJ~

By ?

AGENCY

eL.a~
APPROVED AS TO
FORM & LANGUAGE
FOR EXeCUnON

JIM

By: ~

ATTEST:

Q (~

1/~

Red~
Agency
General Counsel

t,~~

18

GjU!

Dote
OJ~

I Date:

oJJ~

ESSES:
C~.

JJEtCH,

CITYOF
FLORIDA By:

1f11U Neisen

O.
APPROVED AS ~
TO
FORM &

MIAMII'

Kasdin,

Mayor

LANGUAGE FOR

TES~~
p~~
Robert Parcher,

EXECUTIO7
N ";
j;

Secretary

1f
5/~/

I Date:RDP ROYAL PALM

HOTEL

Date

LIMITED

PADC
PARTNERSHIP By:
HOSPITALITY CORPORATION,

I,
its

neral

By:Date:

o/

u19l?

The

the

undersigned, as Escrow Agent under the Agreement, hereby acknowledges receipt

foregoing Third Amendment to Escrow Agreement.

WITNESSES:

BLOOM & MINSKER,

By:
By:

oa~

F:\ ATf()\.

LEVtlHOTElLD\AMEND_

ESC

Date:

as

Escrow

Agent

Joel N. Minsker, P. A.

p..~ ...

of