Professional Documents
Culture Documents
264-97 Rda
264-97 Rda
MEMBERS
OF
THE
MIAMI
BEACH
RDP
ROYAL
PALM
HOTEL
LIMITED
COMPANY
CONVENTION
selected
hotel
and blight in
Redevelopment and
Revitalization
the City
Area;and WHEREAS,
the
development
purpose and
will benefit the public by,among other things,increasing the number of convention quality hotel
rooms in the City,assisting the City in attracting conventions and increasing the
utilization ofthe
Convention
and improving
the
attached
163
subject to the
terms
approval
RDA, the
of
of
THE
the RDA,
of and
OF
authorized by
Members
Chapter 163,
Florida Statutes.4.
The
Chairman
execute
5.
The Chief Negotiator, Executive Director and
the attached LO!.
and document
staffs
and outside
General
the definitive agreements relating to the LOI and take all other
adoption.
shall
PASSED
and
tMcb SECRET
ARY
c>
J?
this
AITlkw f\
atto\
taca\ resos\
aaloiexe. rda
APPROVED AS
TO
FORM &
Miami Beach
Redevelopment Agency
1700 Convention Center
Florida
33139
Telephone:305)
(
6737193
Fax: (
305)
673-
1997
TO:Chairman
and
Members of
AND
the
Board of the Redevelopment Agency FROM:Jose oarCiapedrotCa Executive Director RESOLUTION PROVING A LETTER OF
INTENT AMONG
THE RDP ROYAL PALM HOTEL LTD. CO.AND
RDP SHORECREST
HOTEL LTD.CO.
(
COLLECTIVELY
RDP),THE CITY
OF MIAMI BEACH AND THE MIAMI BEACH
REDEVELOPMENT AGENCY FOR
THE
OWNERSHIP, DEVELOPMENT
OPERATION OF
AN
AFRICAN AMERICAN
OWNED
HOTEL AT 1535 AND 1545
COLLINS AVENUE.
letter
of intent (
Commission
have
negotiated
the
a
Resolution.
proposed
LOl)attached
(
develop,
contract
proposal
to put
the deal
together
under a structure
of two
separate ownerships
of land for
by unanimous consent, the chief negotiator for the RDA and Mr. Peebles came
As
certain
the
and
and
between
project.
circumstances
is the
be a
that
has
relate to
rapidly
to
mutually acceptable
LOr.
agreed
that its
to subordinate
of
in
the
financing
limited
Palm was $
5.5
million,
Royal
by Peebles is
be 11
$mil ion. The
would
cost burden of
to transfer his
under
also 5.
$ 5 mil ion,
be borne by
RDA.It has been mutually agreed
come up with any additional costs over the $
will
acquisition
will
that
of sale
the
respondents
of the Shorecrest,
10 million
Commission, therefore
first 10
$million
upon price
agreed
City
case
previously agreed
the
the
Peebles
10
to $
as
leasehold).
funding, questions
of
the
of
the
flag,
of
by the City. It should be noted that the signing of the LOI is just
one step in moving forward. It is the blueprint for the
definitive agreements. If the next
documents to be agreed upon are unacceptable, the LOI states
there
is
that
nofurther obligation on t~
e
part of
the
City/
RDA
LOL The
document
subject
is
to
possible design
attached, and
made
at the
Room count:
units
Rent
to
year
City CommissionlMiami
points
in the
presentation will be
Beach Redevelopment
Agency meeting.
425
roomsll67 hotel
RDA: $
490,000
suites).D
per
up
years. D
Mortgage by private
mil ion.
sites.
at
Convention
Center
by
by
equity
Tishman
Hotel Corporation.
RDA
lenders: $
31
owns both
Parking: 118 spaces
on site, 153
partners.o Quality
standards to
the City' s
to
approve plans
the
life of
the
to
be paid
the
land
at 25th
provided in RDA-
o Design development to
should
by
commence
with LOl
go
through
signing
due
withdrawal. o RDA
covenant
limiting property
interest in
year.o HAMP' s or
similar
quality
Agencyshould
approve
the
owned garage
Plaza franchise,management
be approved
a 600,
$
000 cap on reimbursement
to
spaces to be
City CommissionlRedevelopment
and
with
RESOLUTION NO.
97- 22316 A RESOLUTION OF THE MAYOR AND
CITY COMMISSION
BEACH
OF
TO
INTENT
EXECUTE, THE A
BETWEEN
TT
THE
ACHED
LETTER
CITY,
THE
REGARDING
Hotel
Limited
Company ("RDP
Royal
Palm")
selected
hotel
consistent with
Redevelopment and
Revitalization Area;and WHEREAS, the development of the hotel is a public purpose and
will benefit the public by,among other things,increasing the number of convention quality hotel
rooms in the City,assisting the City in attracting conventions and increasiI1g the utilization
of
the Convention Center,increasing tourism and
improving the
attached letter
of
to the approval
of
City
and
RDP, subject
the
of
City
attached
RDA,the
3,
The Mayor
is
Florida
Statutes. 4.The
Mayor
and
staffs
the development of
find that
the Hotel
execute
and outside
and document the definitive agreements relating to the LO!and take all other
actions in connection therewith. 6.
This resolution
shall
TO
FORM &
lANGUAGE FOR
exeCUTION
AT EST: RobtP~~
CITYCLERK
AITIkw
adoption,PASSED and
ADOPTED this
APPROVED AS
f:\
atto\
taca\
FLORIDA
33139
CITY HALL
CITY
OF
MIAMI"'
BEACH COMMISSION
7
50 C)
-
City
Commission DATE:
and
NO,
MEORANDU
TO:
Members
of
the
March5,
Jose
1997 FROM:
OWNED
Garcia-
pedroJ.
J City
. .
Manager ( q RESOLUTI~iAPPROVING A
AN
AFRICAN AMERICAN
HOTEL
AT
1535 AND
1545
COLLINS AVENUE. SUBJECT: RECOMMENDATION: Approve
Redevelopment
for
the Resolution.
have negotiated a
proposed
of
intent LOI)
( (
for
attached
the
hereto)
a 425-
room hotel
167
hotel suites. On
1996, the
June 5,
selected the RDP Royal Palm Hotel Ltd.Company, after an exhaustive public review
process, to
negotiate the terms under which RDP would develop, own and operate a convention
RDA
hotel
of both sites
operated
not
consent,
ownerships of land for one hotel development. In the last two weeks,by
Peebles came to a conclusion that the
for the RDA and Mr.
agreed to transfer
his contract
in
interest
As
as
is the
case
project.
to
mutually acceptable
LO!.
control in the
10
the
Commission, therefore
City
rapidly
respondents
has
first 10
$million
that its
agreed to subordinate
of
in
the
financing
Royal
limited
under
million,
by Peebles is also 5.
and the previously agreed upon price of the Shorecrest,
$ 5 mil ion,
the total acquisition costs would
be 11
$mil ion. The additional costs over $10 mil ion will be borne by
Peebles and not be a cost burden of the City or the RDA.It has been mutually agreed
between
10 million
that
relate to
will
funding, questions
of
the
acquisition
that
of sale
the
Peebles
of
from the
the flag,
the rent
involvement, outside
parking and use of the RDA's parking garage, The LOI follows the basic format
the Loews agreement except that the Loews agreement never required subordination
of the right to receive rent
by
be
of
one step in moving forward. It is the blueprint for the definitive agreements. If the next
documents to be agreed upon are unacceptable, the LOI states that there
isno further obligation on the
part
of the
City/
RDA
subject
LO!.The document is
to
possible design
development expense
attached, and
made
at the
Room count:
units
Rent
to
year
to $
200,000 per
City CommissionlMiami
reimbursementANALYSIS:
.
Following are criteria major
points
in the
presentation will be
Beach Redevelopment
Agency meeting.
425
roomsl167 hotel
RDA: $
490,000
suites).o
per
up
year.
years. o
RDA
Parking:
16th
Center
usage.
Hospitality
equity
partners. o
Hotel
Corporation. o
owns
both sites,
118
spaces
site,153 spaces
on
o Flag:Crowne Plaza
Quality standards
to be
Design
600,
000 cap on reimbursement should
approve
plans and
life
of the
RDA.
be
paid by
land
at
25th year.
franchise, management
approved by
development
the
to be provided
to commence
the
in RDA-owned
by
Tishman
with
deal not go
LOl signing
through due
and
to
to
specifications. o
Restrictive
covenant
limiting
property
estate taxes to
developer. o
Mandatory
HAMP' s
in the
or similar
quality
operator
restaurant.CONCLUSION:
for
should
the
approve
The
garage at
with
LET
Subject:
Parties:
TEN
Royal
Palm/ Shorecrest
Plaza
Hotel
RDP
Royal
Crowne
Limited Company
Palm Hotel
and
RDP
Shorecrest
collectively, "
City
of Miami
Miami
the "
Limited Company
Hotel
RDP")
Beach (
the "
City")
March
Date:
5,
In
RECITATIONS:
1997
February 1993, the City
A.
Center/ Historic Convention Village Redevelopment and Revitalization
a
by
the
of
officially
Area
adoption
established
was
Plan").
The
Redevel
o
pment
Plan
was
the Redevelopment
Redevelopment Plan (
of
Beach
(
of
the
City
the result of the combined efforts
Miami
the
"
Beach
the "
City"),
Redevelopment
Agency (
the Miami
Florida.
State of
Metropolitan Dade County and the
The
Agency"),
Redevelopment Plan represents the effort and commitment of the Agency and the City
convention quality
to foster the development of
necessary
linkages
to
improvements
hotels,
ancillary
facilities, and
and
the
Miami
Pursuant
to
Beach
the
Convention
Redevelopment
Plan,
the
Center (
the
Agency
"
Convention
Center").
of 1545
street address
Royal Palm Hotel which has a
Collins Avenue, Miami Beach, Florida and which it has agreed to make
available for a convention hotel which will serve as a part
of
the
Redevelopment Plan. B. The City and the Agency also have
decided to make a substantial commitment to provide
in the
the African- American community with an opportunity
connection with that commitment, the Agency has agreed
hospitality industry. In
to make available the Royal Palm Hotel and additional
financial incentives for an
American owned hotel. C.In furtherance of the Redevelopment
the commitment to the African- American community referred
in the preceding paragraph, the Agency published
to
African-
Plan
and
Request
for
RFP"),
entitled " City
Center/ Historic
Redevelopment
and
Revitalization
Village
Opportunity",
dated
Hotel Development
Convention
Area African-
American
December 27,1995
2,1996, January
on January
amended
and
3,
1996 and March 5,1996.The RFP sought bids for
the development and
along
with
RDP
Hotel Limited
Company
hereinafter
collectively
shall
as "RDP") from among the groups that
the
to the RFP and directed representatives of
Shorecrest
to
be referred
submitted proposals pursuant
Agency to negotiate the terms under
which
RDP
to
sets
would
above ( the
RFP. This
own
develop,
Hotel")
"
letter
forth
such
negotiations. 1
the understanding reached as a result of
restored portions of the
consist of the following: ( i)
HOTEL: The Hotel will
tower
Royal Palm Hotel, and a new
to be developed to the
THE
the
Royal Palm Hotel, as per the
approved by the joint Design Review and
specifications
1996, as
Historic Preservation Boards
on December 3,
and
amended
may
and
specifications
be
said plans
east
plans
of
and
together
hereinafter
1996, as
3,
said
plans
and
specifications
may
form
acceptable
to
RDP' s
City.
RDP
construct,
plans
established
pursuant
to
the
Agreements
which
shall
include
approximately
environmental,
and
safety
other
governmental
laws,
rules
and
regulations.
COSTS
2.
HOTEL:
the Hotel
The
is
THE
OF
preliminary
estimated
budget
for
the
development
of
as
follows: 2. 1
Uses
of
Land
Cost
Fees
Funds.
Construction
Indirect
Indirect
FF&
Costs
E General &
Admin. Financing Costs
Up
StartCosts
Construction
Interest
Contingency
Fee
Total
FUNDING
OF
3.
THE
HOTEL: 3.
of
Sources
Funds.
Developer
Equity
C.Barker
D. Peebles
J.
Thompson
HCF
Group
FF& E
Loan/Contingency
Crowne FF& E Loan
Hospitality
Partners
FF&
E
Contingency
Partner
Contingency Loan
Working
Revolving
Capital
Loan
Deferred Construction
Management &Development
Management
Fees
Deferred
Management Fees
Development
Construction
Deferred
Management
Fees
Mortgage
First
Loan
Agency
Class
The
Completion
Guarantee.
hereinbelow)
of
of execution of
Guarantors
Date,
Opening
the
shall
Agreements
the
until
furnish updated financial statements to the City and the Agency
the
adverse
change
any
and
in
material
annually
the Guarantors, including as reflected
aggregate financial condition of
in
material
adverse
shall
be
the
on
deemed
the
default
date
statements or any
effect
the
Guarantors"). From
the
collectively,
under
of Aqency'
shall
obligation
3 Fundinq
the Agreements. 3.
Agency'
be
ten
total
s
million
000) allocated
funding
Share.
The
as
10,000,
dollars ($
follows: Shorecrest
500, 000 4. 500, 000 10, 000.
5,
1
000 RP Hotel Land 4.MUNICIPAL GARAGE: 4.
Hotel
Aqency
or
for
City
the
Build
to
construction
Garaqe.
and
The
maintenance (
for
or
Agency
so
long
operated
for
Land
as
hotel
law)of
municipal
washington
forth
City anticipates
Date ( defined hereinbelow); however,
for use by
the
City
for
shall
use.The
be
responsible
for
Agency
the
or
additional
the
expenses,
if
any,related
defined
below)
the
by
Hotel
in
the
Garage (
including
for
the monthly
the self- parking
RDP
shall
parking
50%)
percent of
rate, ( ii)
fifty (
contract
parking
rate.
or (
iii)
the
the available parking spaces at the Garage
parking facilities. The
other offsite
rate
utilize
prior to utilizing
the
Agency or
City, as applicable, shall incorporate the
4.
2 and
this subparagraph
provisions of
and
hereinbelow
4. 3
subparagraph
in
any
all
operation and management agreements with
the Garage. 4.3
garage operators
relating to
operator shall set
mean
the
garage
Priority
use"
shall
prioritv Use. "
aside solely for Hotel use such number of the
to
allocated parking spaces as Hotel Operator shall request from time
time upon not less than twenty-
4
4.
parking
in
spaces
provided
of
Rent").
Garage
as
Intent, subject
5
4.
of RDP' s agreement to
above, RDP
shall be paid
Pavment. In
Garage, as
the
consideration
the
annual
gross
revenues
two
with
hundred
to subparagraph
tv
the
utilize
Facili
gross
Usage
revenues
Payment"):
percent ( 11.
to the
dollars ($
1,200,
respect
thousand
gross
7.
thirty
seven thousand
Limitation
from the
date of
such commencement
exceed the
sum
the
hundred
two
of
greater
one
thirty-
hundred
calculated
accordance
Hotel'
comprising
Land"),
which
made
be
covenant,
seven
amount
4.
5 hereinabove.
made, by
to
ensure
the enforceability
the
to
rights
land
the "
thousand
the
with subparagraph
Appropriate provisions
will
Enforceability.
recorded, non- exclusive easement or other
4. 7
of
seven
dollars
137, 700) and
in
hundred
is
part
hereof
RDP
by
Garage.
the
RP Hotel
the
more
fully
described
LEASE: The
the Shorecrest
on Exhibit A" attached
set
if
as
5. GROUND
and
will
fully
forth
the Agency or the City,
to
the " Lessor")pursuant to a
herein,
Hotel
collectively,
hereto
and
be
as
leased
applicable, (
ground
encumber
that
land
to the
to purchase
monetary
do
for
Lessor
as
of the
or
basis
at
the
2 Term. One
the Ground Lease. 5.
5.3
Base Rent. RDP shall
of $
pay
to the Lessor base rent in the amount
Rent" ),
monthly
(
the
Base
"
year,
payable
00
per
000.
220,
the
Hotel
(
the
of
date
the
opening
on
commencing
The Base Rent shall be increased at the beginning
Opening
Date").
time
of
execution
of
hundred ( 100)years.
of the
the
deflator
Opening
no
be
less
than
the
event
Base
shall
Rent
period
the Base Rent during any
4
during any prior period. 5.
Additional
Rent.
270, 000.
year,
00 per
payable monthly (
price
Opening Date based upon the increase in the GDP implicit
deflator
index. In no event shall the Additional Rent during any
period be less than the Additional Rent during
period. 5.
5 Incentive Rent. In addition to
any prior
Rent and the Additional Rent, RDP shall also
the Base
pay
to
percent
the
the
of
amount
capped
the
to
twenty ( 20%)
annual gross revenues from
that
exceeds
equal
Hotel
thousand
dollars
17,
days after
payable thirty 30)
(
The
Rent").
at two hundred
Incentive Rent
thousand
per
rent
the
nine hundred
million
be
of
of
operation
seventeen
900,
incentive
Lessor
that
any
yearshall
Incentive
Rent
hereinbelow,
provided
only to
ten million dollars ($
first
debt
on
dollar
thirty
one
million
a
000)
of
10, 000,
to
Loan").
Notwi
t
hstandi
n
g
anything
000)
loan
(
the "
31,000,
payments
shall
subordi
n
ati
o
n
of
rental
the contrary, the
aforesaid
not, and does not, mean that the proprietary
as
the
service
of the
interest
Agency
the
Land
to
not
default
by
the
right
under
subject
to
the
the Ground
shall
Lease
have
to
Lessor
While
prosecuting
discussed
RDP' s
terminate
not
may
above,
the
Ground
Lease.
rental
payments
only to the
funds are received by Lender
income
from the Hotel
after
monthly
extent sufficient
from
operating
deducting a sum equal to the amount necessary
to pay monthly debt service on the Loan with
regard to a principal amount of ten million
10, 000,
paid
dollars ($
the
amount
principal
of
000),less
to
date,
and
expenses. C.
In the event of a default
the Mortgage, the Ground Lease shall not be
so
i)
Lender gives
long as (
in default
operating
under
the
Lessor
written
notice
of
said
default
aware
Lender
becomes
10)
days after
(
ii)the Ground Lease is
of same; and (
within
not
ten
first
the
dollars ($ 10,
million
of the
000, 000)
Loan to
which rent payments are subordinate, the application of proceeds from
the sale or lease of Hamp' s Restaurant
be included and
shall not
the ten million dollars ($10, 000, 000)
to which
rent
payments
are
subordinate
shall
be
of
the
the
term
3
6.
Loan. 5.
at
the
interest
rate
As
Tenant
Under
Lender
Ground
Lease.
If
Lender
becomes
the
tenant
Lease, then, in
obligated
be
shall
all current rental payments due under
Ground Lease and comply with all other
covenants
and
Lender
conditions
of
is
the
Ground
the
Lease
tenant.
during
the
the
B.
period
The
rent
of
amount
unpaid
as of the time Lender becomes the
existing
accrued
Reinstatement
Date") including
,
the
the
in
rate
specified
default
at
the
interest (
tenant (
Mortgage),attorneys'
the
to
i)
first
payable by
Lessor
the
During
period in which
any part of
10,
000)
principal
is
under
in
outstanding
000,
the original loan, the Agency shall be paid Back Rent
monthly to the extent funds are available
from operating income from the Hotel after deducting a sum
Loan
with
the
debt
service
on
equal
to
the
the
ten
million
to
regard
the
principal
paid, to
includes
principal
of
date, and
current
amount
equal
to
000, 000)
dollars 10,
the Loan
million
ten
less
dollars ($
rent) of
After
operating
the
expenses
actually
which
Hotel. ii)
ten
first
the
to
000, 000) including
(
payments prior
10,
default)in principal has been paid to Lender, the
Lender' s obligations to pay Back Rent under the
Ground Lease shall be subject only to
dollars
million
the
payment of operating expenses on
basis. iii)
Back Rent will
monthly
by
Lender,
Sale
the
net
repay
proceeds,
be
applied
are
available, shall
extent same
i)
following order:
to
Lender for amounts owed on the first ten
to
in
sale
the
the
million
dollars ($
10,
000, 000) in
principal
principal
less
paid
to
repay
ii)
interest
accrued
thereon;
Lessor
the
amounts owed
for
with Back Rent;
in connection
for
amounts
with
any
remaining
principal
accrued
interest,
and
costs
owed
expenses;
accrued
connection
Lender
to
interest on
and
amount of
in
Price (defined
The
hereinbelow). A.
pay to
v)to
the Purchase
subparagraph
5.10. 1
Lessor
the
term
"
net
the amount of
an
unrelated third party,
minus
the
brokerage
selling
price
commissions,
tax and other prorations and
all
reasonable
and
closing
customary
costs.
B.
to
which
the
Lessor' s
amount
in the rental payments under the
Ground Lease shall be subordinate after
the
sale of the Hotel by Lender shall
never
exceed the balance on the original
million
dollar ($
first
ten
amount
000, 000) subordinated
10,
payments
all
received
principal
after deducting
by Lender up to the time
The
new
interest
Related
related
to
Refinancinq Not
of the sale.5. 6. 5
to a Default. The net proceeds from any refinancing not
a default by RDP shall
be
applied
in
the
Purchase
the
following
applicable,
to the
order: i)
to pay
defined in subparagraph
Price ( as
City'
s
or
the
Agency'
s,
as
ii)
applicable,
interest
in
the
the
10 hereinbelow) to
5.
Land;
buyout
and
remaining. A.
funds
are
the
Lessor'
The new amount to which
payments
s interest in the rental
under the Ground Lease shall be
to
subordinate
RDP
after
if
any
refinancing
original
10, 000, 000)
subordinated
amount
after
deducting
all
principal
payments
received
by
Lender
the
prior
refinancing.
to
the
B.
The
time
of
term "net
this
in
as
used
shall
5
6.
5.
subparagraph
mean the new loan amount
the
refinancing
minus
after
proceeds"
outstanding loan
owing before refinancing minus reasonable refinancing transaction
and interest
7 Real Estate Taxes.
brokerage commissions. 5.
taxes
estate
ad
valorem
pay
RDP
real
all
shall
taxes concerning the Hotel levied by the City
and personal property
will
law.
accordance
with
in
authorities
governmental
other
RDP
and
balance
expenses
and
be entitled
available, under
of the land.
law,
applicable
as
if
it
fee
the
were
owner
8
5.
Environmental
City
the
5.
Indemnitv.
as
Lessor,
8.
1
as applicable,
Agency
The
or
provide
will
to RDP, with
in
described
as
to
the
respect
remediation,
Land
the
envi
r
onmental
matters
affecting
the Agreements, of
the
to
prior
exist
which
thereon
i
m
pr
o
vement
s
and the
to
indemnity
an
RDP
the
provide
satisfactory
of
execution
will
RDP, reasonably
an
both
to
the remediation,
reasonably
satisfactory
City,
to
respect
the Agreements, of
thereon
the improvements
and
Lease.
environmental
Agency and/ or
them, with
of
as described in
Land
the
affecting
matters
5. 8.2
and
arising from
of
the Ground
5. 8.3
limitations
to
the
foregoing
be
provided
by
an
the approval of
institutional lender subject to
The
1
9.
5.
Agency and/ or the City.
the
the
which,
at
term " institutional lender" means a person
institutional lender, is a
becomes an
time it
savings and loan
state or federal y chartered savings bank,
company
or
bank
commerci
a
l
trust
association,
union,
credit
case
each
banking
institution ( in
or a foreign
representative (
or
fiduciary
a
in
whether acting individually or
and
company
insurance
an
organized
such as an agency) capacity);
under the laws of the United States or any
existing
state thereof or a foreign insurance company ( in
case whether acting individually or in a fiduciary
each
as
representative ( such
an agency) capacity); an institutional
estate
real
held
publicly
a
as
such
investor
REMIC"
as
that
a
an
trust,
investment
qualifies
entity
amended,
1986,
Code
as
Internal
the
of
under
Revenue
investment entity (in
other public or private
or
or
whether
case
each
brokerage
a
case
acting
whether
or
pension
such
principal
acting
banking
or
as
or
as
or
principal
organization (
in
an
agent); an
employees'
welfare,
agent);
each
a fiduciary
in
agency)
capacity)
benefit,
leasing
institutional
fund; an
retirement
by a
insured
entity
any governmental agency or
or
company;
investment
individually
representative (
as
or
agency
governmental
or
than $
for
inflation
100,000, 000 adjusted
ii)not be an
affiliate of RDP (
being
further
it
none
of
the
standards
set
that
forth
in
and (
agreed
this
in
from
institutional
tutional lender
term
insti
subparagraph
this
5.
lender"
includes
an
described
1.5.
9.
9.
a
binding
shall obtain
Lender") in the
institutional lender ( the "
RDP
an
also
as
loan
corruni
tment
amount
and
be
in
form
and
substance
reasonably
satisfactory
to
9.
the Agency and the City. 5.
3 All lenders
default notices or
shall be required to send copies of all
notices
rel
a
t
i
n
g
to
the
failure
keep
the Loan in
to
other
good standing, which are sent pursuant to a
or
RDP
4
All
Agency. 5. 9.
lenders shall
the
City
s
the
and
Interest.
City,
the
comply
with
Agency.
estoppel requests of
Purchase
of
Aqency'
The
Agency
or
applicable,
each at
all
reasonable
5. 10
5. 10.1
as
its sole option and each in its sole discretion, may require
Payments
RDP to purchase or make Installment
10. 5 hereinbelow)
5.
defined in subparagraph
Agency' s interest
of the
purchase
ten
purchase
price
of
at
the
Land
return
(
referred
the
requi
r
ed
000)
plus
million dollars ($ 10, 000,
10. 4
5. 10.3 and 5.
to in subparagraphs
time
at
the
Price")
the
"
of
Purchase
hereinbelow) (
each refinancing, which refinancing shall occur on or
of
the
the
to
beginning
prior
twentyfifth ( 25th) years
5th),
( and
fifth
( tenth 10th)
toward
in the
after the
the
Opening
extent
refinancing
subparagraphs
10.
5.
3,
5.10.4 and
5.10. 5 hereinbelow. A.
the
City,
as
applicable,
each
or
and
sole
each
its
option
in
The
Agency
at
its
sole
discretion,
RDP
make Instal ment
the
interest
in
purchase
in
Land
the
any
that
to
net proceeds
as
6.
5 B
5.
Notwi
t
hstandi
n
g
B.
anything in
in subparagraph
available.
are
time
the Hotel
extent that
defined
require
purchase, or
subparagraph 5. 10. 5
the Agency'
of,
Payments ( defined
hereinbelow) towards
also
may
to
this
subparagraph
5.10. 1
to the
contrary, provided that RDP has not previously purchased the
shall purchase the
Agency' s interest, RDP
interest
s
Agency'
in
and at
the
Land in its entirety
any
Payments
( defined
the full Purchase Price, less
Installment
10.
herei
n
bel
o
w)
previously
subparagraph
5.
5
made by
in
RDP,
25th)
year
or
Agency
the
the
at its sole
its
interest
as
applicable, each
and each in
in writing, that
is rescheduling this purchase
City
option
twenty- fifth (
unless
Date;
as aforesaid to
later
date,
which
upon
later date shall be decided
or the City. In the
solely by the Agency
as
the
City
reschedules this
and
expiration
of
twenty-
12
hereinbelow, or
25) years
Date
1
Paragraph
five (
occurs
ii)
(
the
the
Opening
10.
of subparagraph 5.
from
3
first. 5.
10.
within
the
Opening
calculated
RDP,
by
as
5,
date
lesser
Installment
that
only
return
on
the
amount
000)
or, as
of
the
any Installment Payments, such
any
after
deducting
500,
of
amount
Payments
each
Instal ment
once
for
provided,
made
however,
Payment
counted
be
shall
and
subparagraph
subparagraph
5. 10.
hereinbelow),
RDP
five
of
purposes
this
fifty-
of
percent (
55%)of
any
Rent
Incentive
5.10.
and giving
Base
and
paid; PLUS
B.
The
sum
5,
five
of
and
a half million
dollars
500, 000);PLUS
for the
Agency
Date to
the
date of payment by RDP,calculated
a
return
on
the
amount
as
of
five hundred thousand dollars
four million
000) or, as
4,
500,
date
of
any
the
of
deducting
such
lesser
after
Payments,
amount
Installment
provided,
I
n
st
a
l
m
ent
Payments
made
any
per
average
year
return,
from
the
Opening
that
each Installment
once
for
Payment shall be counted only
purposes of
10. 3 and subparagraph
this subparagraph 5.
hereinbelow), and giving
5. 10. 4
RDP
a credit for all Additional Rent
percent (
and forty-five
paid
of any Incentive Rent paid, provided, however,
45%)
however,
that
any
Incentive
paid
Rent
the
after
amounts
referenced
in
subparagraph
Purchase
PLUS
million
Price if Paid
Years
For
been
from
the
Band
period
The amount
D hereinabove; PLUS B.
achieve
the
Agency
to
required
for
a
ten
percent (
Installment
Payments,
Installment
made
any
Payments
however,
that
each
Installment
shall
be
counted
once
for
Payment
only
of
5.
subparagraph
purposes
10. 3 hereinabove
and this subparagraph
5. 10. 4)and
giving RDP a credit for
Rent paid and fortyall Addi tional
45%)
of any Incentive
five
percent (
however,
that
Incentive
Rent
provided,
any
paid,
paid
after
amounts
the
Rent
10. 3 A hereinabove
referenced in subparagraph 5.
deducting
provided,
have
be
10.
Purchase
Installment
at
credited
Payments.
paid
been
Installment
one hundred
Installment
payments
shall
percent
Payments")
100%).
5.
towards
the
Price
can
be
manner
and
made
only
in
the
following
Lease
by RDP
been made
notwithstanding the fact that Installment Payments have
until such time as the Purchase Price has been
of
the
time
paid
in
full. At
Price
of
Purchase
final
the
payment
in full,RDP shall receive a credit
made along with
for Installment Payments
payments
under
the
Ground
the
appropriate
paid,
of
each
credit
for
applicable, as
Installment Payment will
as
Purchase
the
order
all
Price
provided
above.
be
in
the
C. Proceeds
to
applied
same
for
listed
amounts stated in subparagraphs
the
as
5.
10. 3 A,
B,C and D.
The
foregoing
D.
subparagraph 5.10. 5
to
applies
C
Installment Payments made within
hereinabove
the
ten (10) years from
Opening
are made
Installment Payments
Date. If
the Opening
from
after ten ( 10)
years
event,
the references
then, in that
Date,
to
are
deemed
subparagraph
3
10.
5.
to
mean
5.10. 4
to
account
and
the
Ground Lease.
shall
be
subject
Lease
in
Each
writing.
fees.
attorneys'
recording fees,
survey charges and
other expenses incurred in connection with the
shall
be
purchase
paid by RDP;
provided,
the
however,
that
Lessor
shall
all
pay
taxes
and
if
surtax,
documentary stamp
any,
charges,
document
Installment
evidencing
purchase.
of
receipt
made
Payments
the
by
any
shall
RDP
be
the
purchase
or decline to
within
said interest. If
offer
said fortyAgency can
either
accept
period, the
five ( 45) day
RDP' s
offer or proceed to negotiate and sell its interest in the Land
at a higher amount, under terms and
to a third party
said interest
at RDP'
RDP
conditions
which
in
make
the
original
offering price
an
has made
are
offer
no
notice
an offer
to
within that
forty-
those
has
declined
five ( 45)day
contained
to
period, then,
that
notice
to
RDP. The
Agency
less
in
and
land
the
Restrictions.
comprising
the
than
Land.
shall
not
sell
its
5. 12
entire
interest
Covenants
of
recorded
against
the
Declaration
Restrictive
covenants shall be
Hotel requiring the Hotel
to
be
operated
exclusively
specified in subparagraph
well as forbidding the future sale
standards
as
5.
13 hereinbelow
as
hotel
rooms
of
condominium
cooperative
units
either i)
(
or (
iii)
units,ii)
(
timeunits;
provided,
however,
RDP
shall
to
be
allowed
share
form a condominium
comprising
2
)
two ( units consisting
of Hamp' s Restaurant and the remainder of
the
Hotel improvements. These restrictive covenants shall also forbid the
in
Standards. RDP will be
Paragraph
required
to
hereinbelow.
10
5.
13
the Hotel
operate
Qualitv
as
a
first class, upscale convention center hotel, including
high-quality banquet, convention and meeting services and
and
facilities,
multiple
food
beverage outlets, room service, bell
service, laundry
and
and
services,
valet
other services
such
and
are
health
as
consistent
with
the Hotel'
fitness
facility,
generally
repute,
event,
facilities (consistent
national
facilities. In any
physical
Hotel' s
Plaza Inspection
and
The
in
the
Grading
System" (
System"). 5
"
Measuring
and the cure
the
.
13.
periods stated
Lessor
higher
by
this
Letter of
set by
the
changes in the Crowne
as applied to the
Hotel
standards
future
Intent
must
be
operate
the
Hotel
as
required
under
default
the
if not cured,
above
will
Ground
the
Lessor
constitute
an
event
of
and,
Lease
will be
provision
with appropriate
enforce
entitled
this
to
remedies, including termination and/or cure rights. Notwithstanding the foregoing, Hotel
Operator a
( s defined hereinbelow) will not be required to fund
for the replacement of furni ture and equipment
monies
in
order
the
Agreements.
5. 14
subparagraph
also
The
8
7.
be
provisions
hereinbelow
entitled
Management
of
shall
Personnel
incorporated
in
Condominium Provisions.
the
Ground Lease. 5.
15
Lease shall
contain
provisions
under
Section
718. 401,
Florida
The Ground
the
required
Statutes (
the
1995)
to
leasehold to
5.16
and
condominuum regime.
such parties. The
submit
Agreements
customary
AGENCY
will
include
APPROVAL
RIGHTS:
will
provide
following
the
the
Agency:
6.
1
Plans.
approval
6. 1. 1 The Agreements will include plans
construction
and specifications ( the "Plans") for the
of the Hotel,
and
budget
which
have
prebudget
development
will
construction
a
and
by
the
Agency
RDP
jointly
as
part
approved
been
negotiation
of the Agreements.
of the
The
Agreements
rights
for
budgets
will
its
provide
to
plans. RDP will
the Agency a
schedule prior to the start
critical- path
Agency will have the
1. 2 The
of construction. 6.
additions and alterations
right to approve
changes,
contained
material
to
the
such
final
extent
the
plans
in
the
by
final plans deviate from what was contemplated
approved Plans. Any objections
by the Agency to material
changes, additions and alterations will be reasonable and specific, and, at
include
alternate
may
Agency' s
the
option,
choices which would not result in extra cost as compared
construction
and
operation
6.1.
3
will
cover
not
the
The
of
areas
Agency'
interior
design
s
and
approval
decor
rights
except
extent
not
6.1.
The
4
capacity,
approved
the
has
Agency,
preliminary plans and specifications for the RP Hotel and the
Shorecrest Hotel which were approved by the joint
Preservation
and Historic
Boards
Design Review
in
December 3, 1996. The Agency, in its proprietary
from
in
capaci
ty, has
the
Agency.
the
its proprietary
RP
also
approved
the
the
preliminary
estimated
budgets
for
and
Hotel
as
in
Paragraph 2
hereinabove. 6.2 Financial Statements. RDP shall not be required
i)
to
provide the Agency with any financial statements so long as
the Base Rent under the Ground Lease is
fully paid, (
ii) the Additional Rent under the Ground Lease is fully paid;
Shorecrest
Hotel
the
Ground Lease is
under
iii) the Incentive Rent
Ground
the
due; and (iv)
was
all
other
default. In
in
described
circumstances,
RDP
and
annual
will
unaudited
audited
financial statements for the Hotel and the Agency will
an
information
be
copy of
provided annually with
deliver
a projected
year. Notwi thstanding
Agency
the
to
the
Agency
monthly
will
budget
for
in
annually
the
upcoming
all cases
with
a statement
prepared
repair and maintenance expenditures. All financial statements will be
System
of
Accounts
the
Uniform
with
in accordance
All
financial
statements
and books
Revised
Edition) (" USAH").
for
Hotels ( 8th
Hotel
the
operation
of
the
relating
to
account
of
for
records
to
inspection
such books
and
lease year
to which
the end of the
records relate, and RDP and Hotel Operator shall maintain all
such books and records for at least such period of time and,
if any dispute between the parties has ari'sen and remains
unresolved at the expiration of such period of time, for such
further period of time until the resolution of such dispute.
after
the
that
Agency will
is
have
to
right
calculated,
not
the
Sale
required. 6. 3
Hotel.
the
Defined. A "sale" under
of
Sale
shall be
3. 1
6.
this
subparagraph
6.
3
deemed
to
percent ( 50%)
fifty
6.
3.2
Ground
Lease
to
non-
African-
that the
entire
and/or its
to
the
buyer
provided
the Land
in
3
3.
by RDP. 6.
hereinbelow, RDP may sell the
in the Ground Lease
interest
interest
American
Agency'
purchased
an
Africanpurchasing
American
buyer,
the Agency'
approved
by
s
interest
in
Transfer Not A
constitute
a
not
shall
events
Sale. The following
sale under subparagraph 6. 3 hereinabove: A. A transfer
of the Class A
of any of the interests
Members, Class B Members or other members of RDP
their
interests in RDP to any
of
the
Land. 6. 3. 4
other
Class
When
Member,
Class
Member
or
other
member
with
B.
majority interest is
existing principal of RDP.
to which
regard
controlled
by
an
transfer
of
the
foreclosure
in
deed
leasehold.
C.
D.
sale
by
leasehold
the
leasehold
to
purchaser
at
sale.
lieu
of
foreclosure
of
at
the
the
and
Sale. Notwithstanding
or
RDP'
the
s
provisions
interest
of subparagraph
3. 4
6.
in
Ground
6.
hereinabove,
may
not
Lease
Hotel
be sold in whole or in part
under any circumstances to a
foreign government or
or indirectly, thereby without
entity
controlled,
or
thereof
directly
an
instrumentality
the
the
the
approval
the Agency, in the Agency'
6 The entire contents of
3.
6.
for
a
material
inducement
hereinabove
are
6.3
of
sole
this subparagraph
the City
discretion.
and
this
to enter into
3.
Notwithstanding
6.
7
with
RDP.
the
Agreements
Letter of Intent and
anything to the contrary, RDP may not sell
the Hotel and/ or its interest
the Agency
in the
hotel room condominium units,
3.8
to
Subject
Ground Lease
by
selling
individual
units. 6.
only
the
of Hamp' s
Agency' s approval. 6.
sale
co perative
Restaurant
11. 4,the
be subject to the
Manaqement Companv. The Agency
of
provisions
will not
New
subparagraph
will
have
interest
in
the
operator
has
been
three (3)
first- class
year period at least
5)
iii)
has
marketing
oper
a
t
i
o
n
under a
hotels;
and
a national
has
marketing
operation
under
hotel chain which
a national
The
Agency
hotel flag.
a national
shall
receive ninety
days prior writ en notice regarding a change to any
90)
new
hotel operator. If the Agency does not approve the
shall
not
enter
into
a
in
that
event,
RDP
then,
operator,
new hotel operator. The
new hotel operator
contract
with that
shall also be subject to the radius restriction
in subparagraph 7.7 hereinbelow. At all times, the
contained
have only
one 1) hotel
operator; i.
e.,
Hotel
shall
the RP Hotel and the Shorecrest Hotel shall be
new
hotel
managed by the
The Agency
have
the
5 Riqht to Cure.
same hotel operator. 6.
cure
defaul
ts
right to
will
RDP under
by
the Agreements and such
any
other
the
mortgage,
agreements
as
Hotel
the
Management
parties
Agreement,
may
agree
upon, and all
agreements
such
Pursuant
AGREEMENT:
Hotel will
Operator") as
will
so
to
Crowne
Plaza
provisions:
7.
accordance
chain
in
Hotels
will
The
Hotel
part of the Crowne
Manaqement.
with
be
the following
by
managed
the
the
account of RDP.
Hotel
in the
2
7.
Subordination. All
name
management
and for
fees
the
to
are subordinate
payment of all
rents due under the Ground Lease. 7.3 Pre- Openinq
provide
required
services to
Services. Hotel Operator will
among
including
for
opening,
Hotel
the
to prepare
other things, (
RDP
and
recruiting, training
employing ( in the
i)
opening
preRDP) Hotel staff; (ii)
of
name
stores,
contracts
negotiating
marketing and advertising; (iii)
for
leases, supplies and similar items; iv)
concessions,
(
assistance
in
and
and permits;
4
7.
initial operating supplies.
Date
(
from the Opening
of pre-Opening Services prior to this date)
obtaining
purchasing
in
assistance
v)
years
Five ( 5)
Term.
with
with
appropriate
subsequent
necessary
commencement
5) year
five (
days
sixty 60)
(
notice
renewal
licenses
periods
unless
canceled
upon
prior to the
end
of
any five (
foregoing, RDP
or
as
may
may
cancel
will fund
an aggregate amount
Operator
up
to
Hotel
million
one
of
the
5. 1
000). 7.
Hotel
as
all
the
the
less
Hotel
Revenue (
sources
normal
operating
rents due
far
Hotel
calculated
from
expenses ( excluding
under
as
the
depreciation), debt
Lease
Ground
such
deductions
in
are
service
Hotel Operator
will
fund
to
all
in excess
2
5.
7.
Revenue.
and
of
so
The
cover
amount
of
that
the
year is a
operating deficits in anyone ( 1)
two hundred thousand dollars ($
maximum of
200, 000).
funded
by
the
Hotel
3 Any
5.
7.
amounts
Operator under this subparagraph 7.5 hereinabove will be repaid by RDP
with
interest
the
next
at
ten (
10%)
percent from
available
payment
the
net
of
the Ground
all
Hotel after
rents
due
E
FF&
6
the
Lease. 7.
be
required
RDP
will
Reserve.
establish a reserve
to
and
equipment
to
r
e
pl
a
cement
and
additions
initially funded at
furniture
for
the
first fiscal year,
Hotel
Revenue
of
three ( 3%)
in
percent
percent in the second fiscal year and
increasing to four ( 4%)
and
fiscal
year
the
percent
five ( 5%)
third
in
under
each
E Reserve will
thereafter. The FF&
fiscal year
such
funds shall
and
held in a segregated account
be
as
aforesaid.
and
additions
replacements
be used only for
the
prior
Restriction.
Radius
7
consent of
without
7.
hotel of
a
Operator will not operate
more
comparable
quality consisting of six hundred ( 600) or
thousand ( 40,
forty
000) or more
and
rooms
the
Agency,
Hotel
area comprised of
square feet of meeting space within the
to and including the
Dade County, Florida, north
provided, however, for ten (
City of Fort Lauderdale, Florida ( the Territory");
10)
the
from the
in
Agreements,
years
definitive
of execution of
date
to the restriction indicated above,
addition
the
restriction
Florida.
Biscayne,
exclude certain
the
upon
This
properties
occurrence
of
of
any
if Hotel Operator
i)
an
the
following
purchases
two (
events:
or
2)or
is
purchased by
more
hotels
as part
Chain"), then, in
that
event,
chain (
a
Hotel
"
a
this radius restriction shall not be applicable to any
hotels comprising a portion of the Hotel Chain at the time
Hotel Operator is acquired or acquires the Hotel
of
Chain;
ii)
the
Hotel, including
the
the
iii) the
and
Plan
without
regard
termination
any
to
of
the
extension
Redevelopment
7.
8 Manaqement Personnel.
thereof).
At all
percent of the management personnel of
times, twenty- five (25%)
percent of the supervisory
the
(
Hotel and twenty- five 25%)
staff
of
the Hotel
be
Operator
Management
must
of
African- American origin. 7.9 The Hotel
not have the right to terminate the Hotel
under
in the event of a default by RDP
shall
Agreement
the
Ground
Lease
the
or
default
of a
the
Lease
by
for
be
be changed
referred
approval
of
affiliation
under
and/
the
AGREEMENT:
FRANCHISE
into
RDP
Ground
or
enter
Agreements
third
or
Agreements.
9.
1 Franchise
with Holiday
Franchise Affiliation"
Crowne
Plaza
8.INTENTIONALLY
Affil ation.
OMITTED.
RDP
Inn' s
9.
shall
Franchising, Inc.
to
or
the Agency;
for cause; provided
provided,
further, however;
this
new
the
within
the
area
comprised
of
Dade
County,
Florida, north
applicable,
as
upon
occurrence
the
of
of
is purchased by
any
if Crowne
i)
Plaza purchases
an
entity
already
owning
two (
or
or
2)
more
a
chain ( a Hotel
"
Chain"),then,
as
part of
hotels
event,
this
restri
c
ti
o
n
not
in
that
radius
shall
any
hotels
comprising
a
portion
of
the
Hotel
appl
i
c
abl
e
to
be
Chain at the time Crowne Plaza is acquired
or
Agency'
the
purchase of
the Hotel Chain; ii)
in
the
interest
Hotel, including the
s
land
termination
the
acquires
and
of
regard
to
the
RDP;
improvements, by
iii)
the Redevelopment Plan without
any
extension
to
thereof); iv)
the extent
franchising any properties in the
of
this Letter of
operating or
Crowne Plaza is
date
of
the
as
Territory
Intent, such properties shall be
this
from
or
restriction; and v)
replacements
radius
substitutions of
excluded
any
properties
3
within the
Territory. 9.
located
Standard. The quality standards stated in
presently
Qualitv
5.
subparagraph
13 hereinabove
9.
4 Crowne Plaza shall not
Franchise Agreement
in
Agreements so
long
the
as
or
assumes
RDP' s
party
or
other
third
the
lender
current obligations. However, the Agency and/ or the lender can
terminate the Franchise Agreement at no cost and without liability to the Agency
or the Lender in the event of
the
Ground
Lease
Agency,
a
by
RDP
under
default
the
Ground
Lease and/
enter
into
or
an
RDP will
City pursuant to which the improvements pertaining
CONVENTION
CENTER:
to
rooms
will
be
made
available
to
support
the
Hotel
appropriate
Convention
amenities,
Center
events
according
fifty (
for up to a maximum of
fourteen (
month. The Hotel may release any blocked
contract
has
not
been received by the
per day
350) rooms
every
of
14) days
out
rooms
for
which
a
Miami
Greater
advance
blocked
for
two ( 2)
in
years
Bureau
Thus,
for
example,
the
rooms
month.
of December 2000 would have a
of
the
particular
month
in
sale
rooms
of hotel
as forbidding the future
units or (
iii) timeunits, (ii)
cooperative
either ( i)condominium
the agreement shall be twentyshare units. The term of
the
Opening Date; provided however, the
years
from
five 25)
(
i)
terminate
upon the earlier to occur of (
agreement
shall
agreement
as
well
as
without
regard to any extensions thereof)
Plan (
the termination of the Redevelopment
or ii)
(the City' s failure to maintain the Convention Center
at its present location in at least its present size with
change in its condition or no plans for an
no material adverse
if
there
renovat
i
o
n
imminent
exists
One
Hotel
the
same
Shorecrest
Agreement
as
for
as
described
the
in Paragraph 10 hereinabove
purpose
of
part
of
that
including
the
agreement.
Shorecrest
11. 3
Hotel
Plaza, L.
P.
the
1996
and
Supersedinq
9,
Aqreement
1996 Aqreement (" Constructa Aqreement"). The Constructa Agreement
Prior May 29,
regarding the property just south of the Shorecrest Hotel shall be
with the ownership and operation of the Hotel as
RDP
and Jefferson
Executed
on
October
consistent
outlined
in
required
by
Agreement
are
to
the
recorded
be
this
Agency.
the
Letter
The
be
and
as
Intent
of
otherwise
following matters relating to the Constructa
included
in
of Dade
County,
11.
3. 1
term
Constructa
Agreement
The
service"
shall mean
room
"
Florida:
food
rooms
11. 3. 2
used
dry
cleaning
in
services provided
chargeable
Hotel
The
laundry
term "
the
to
Constructa
Agreement shall
guests on
basis. 11. 3.
3
services"
as
mean
RDP
and
the
right
to
limit
access
to Hotel services and amenities by Constructa condominium
unit
during
such
times
when
Hotel
occupancy
is at
such
owners
that,
level
in
the
sole
of
RDP
a
judgment
or the Hotel Operator, additional demand for Hotel
services by Constructa condominium unit owners will compromise the
quality of services rendered to Hotel guests and/ or
the
reserve
Operator
violate
any
existing
laws
or
11.
3.
Constructa
unit
owners
must
ordinances.
4
condominium
present identification cards any time they desire to use
must
the
any
kind
related
to
it leases or purchases
located
that is
property. 11.4 Hamp' s Jazz Club
RDP Shorecrest Hotel Limited
and Restaurant (" Hamp' s").
enter into a lease agreement or
purchase agreement with
Company
shall
of
1)
one (
Hamp' s Entertainment, LLC,
whose owners is Lionel Hampton, to lease or purchase approximately
twelve thousand ( 12,000) square feet of retail
on
any
RDP
space
space
operation
of
in
Hamp' s
conditions:
the
under
11.
4. 1
Commencement.
Hamp'
executed
no
later
than
the
earlier
of
type restaurant
may substitute another comparable destination
one
subject
s,
to approval by the Agency, within
twenty ( 120) days of execution of
hundred
for
Hamp'
this
Letter
A.
If
RDP
assigns
contracts (
Shorecrest
ground
City,
Agency
its
of
Contracts")
land
and
the
Ci ty,
as
the transactions
as
the Buyer.
or
Contracts
interest
to
the
in
its
purchase
the
Shorecrest
Hotel
the Agency or
in that
event,
to
applicable,
contemplated
the
the
shall
in the
not
assign its interest in the
aforesaid, then,
in that event,
RDP
shall consummate the transactions contemplated in
the Contracts and subsequently sell the Property
as
to the Agency or the City,
applicable.
If
RDP
does
Contracts
C.
all
consummate
B.
the "
Hotel
as
Shorecrest
Purchase
of
the
After
the
Property. F.
acquisition of the
City, as applicable,
or
the
Property by the Agency
in the event the present negotiations between
option
City, as applicable, shall, at the
it
the
monies
to
RDP
i)
pay
of
RDP, either
in
of
the
Property
for
the
purchase
funded
Price
the
Shorecrest
excess of
and
Purchase
transfer the Property to
the
Property; or (
keep
ii)
or
RDP
the
in exchange
the
for
City, as
payment
by
RDP
to
the Agency
the
or
applicable, of
Shorecrest
Purchase
12.
AFRICAN- AMERICAN
with ( i)
OWNERSHIP: Consistent
the Agency' s and the City' s decision to
a substantial commitment to provide the African- American
and (
community with a significant opportunity in the hospitality industry
Request for
Proposals issued by the
ii)the intent of the
make
Agency,
times during
fol ows:
Hotel ( i.
both
hotels) shall
of the
e.,
the life of the Agreements be as
A.During
after the
the Hotel
owned
the
shall
Opening
the
fifty
be over
African-
Americans
pursuant
to
percent ( 50%)
V of
Proposals issued
shall be
owned by African-Americans if
50%)
over
Hotel
interest
Section
B.
Thereafter, the
Agency.
the
of
all
first
year
period
five ( 5)
Date, the beneficial ownership of
by
the Request for
by
at
ownership
Land
with
in the
been purchased in
subparagraph 5. 10 hereinabove;
to
agreed
beneficial
fifty
ownership
percent (
the
Agency' s entire
return has not
full
pursuant
upon
of
million dollar
principal
all
payments
10,
000, 000) subordinated amount
by
Lender
received
after
up
deducting
to
the
time
of transfer of
ownership
as
aforesaid
in
subparagraph
twenty-
5. 10
hereinabove
at
the
expiration
of
Date
by
years from the Opening
the
If
the then owner of the Hotel. E.
by
invalid
are
declared
this Paragraph 12
provisions of
five ( 25)
that
jurisdiction,
then, in
competent
of
event, the remaining provisions of this Letter of
Intent are intended to be severable from these provisions and will
and
this
invalidity
such
by
be
unaffected
to
is
of
be
Intent
Letter
a
court
interpreted
as
12.
Paragraph 13
of Intent is
as
for
except
and
and
non-
in
provided
provisions of
15. 13,this Letter
the
subparagraph
binding
subparagraph
Letter
in
have
agreed
that
be
will
subject
to
such
costs
as
reimbursement
A.If
follows:
RDP
has
date of
not, within sixty ( 60) days from the
of Intent,
Letter
this
of
execution
consistent
with
financial
commitments
binding
into
entered
this
Letter
Intent
of
the
5. 9
first
mortgage
financing
as
obtain
to
contemplated by subparagraph
hereinabove,
available
its
and
ready
that
in
then,
equity,
share
of
the
funding
debt
or
event (i)
if RDP has
for
responsible
be
as aforesaid, it shall
not complied
b)
Cost;
and
(
Design
the
one hundred percent ( 100%)
of
complied
as
if the Agency has not
aforesaid, it
be
bear one
and the
by force
party
half of
Agency
the
Qualified
Design
Costs
shall
for one
15,1997, reimburse RDP
D.
All
time periods
half of the Qualified Design Costs.
be
shall
stated in this Paragraph 13
extended for
caused
is
delay
the period of delay if said
than
later
no
to
shall
November
majeure or
this
Letter
Qualified Design
of
to
exceed
prior
to June
by
RDP
Hotel
AND
Agency
EXPEDITED
agrees
all permits,
and
from
the
City
FEES
for
the
the
limitation,
of
construction
without
include,
Hotel
which
the
building permit applications, inspection, certification, impact and connection fees that
its
by
levy
may
through
or
City
City
of
Miami
Beach
Building
Schedule, as amended
Ordinance Number 92- 2796, or
through
Department Fee
September
16, 1992
by
adopted
by
reference
The
Agreement.
said
payment of
for
responsible
remain
fees
shall
changes in price structure
all modifications or
Agency
notwithstanding any and
any
does not waive its water
Dade County
that
pay
will
the
fee subject
Agency
fee,
twentya
over
by RDP
that
Metropolitan
and
sewer
impact
being
reimbursed
to
eight
at
term
Processinq.
Expedi
t
ed
per annum interest. 14.
2
percent (8%)
expedited
for
The City shall make reasonable efforts to provide
five
25)
(
year
and/
or review
board
or claim
shall be decided
Agreements ( or the breach thereof)
claims specifically
by litigation except for controversies or
relating to development or construction matters and arising during
shall be
the development of the Hotel (" Construction Claims"). Construction Claims
tration regime to be
expedited binding arbi
settled by an
which
negotiated by the Agency and RDP,
will include, among other things, the
a
qualified
of
alternative
qualified arbitrator prior
an
appointment
arbitrator
to
execution
and
of
the
Agreements.
15. 2
Liability.
Subject
to
subparagraph
5.
8.
3
liability
acceptable to the
City'
as
thereunder,
mutually
applicable,
same
with
the
providing for
parties,
reasonable damages,
the
liability
aggregate,
of
and
000, 000)
2,
million dollars ($
under
all the
Agreements,
3
Definitive
the
aggregate. 15.
the
by
RDP,
Intent
Letter
approval
Aqreements. Upon
of
of
of the terms hereof by the appropriate Agency and City
execution
the
and
bodies
of this Letter of Intent by
Agency' s
City officials, the
appropriate Agency and
the
in
execution
this
transactions, not
of Intent. The
by this Letter
consummation of the transactions contemplated hereby is conditioned upon
the negotiation and execution
of the Agreements with
conditions mutually acceptable to RDP, the Agency and the
terms, provisions and
City as well as the obtaining of all necessary
financing and the satisfaction of the parties with all other
desirable
or
necessary
and
with
agreements
matters
shall
hereby.
The
transactions
to
parties
contemplated
the
respect
laws,
all
r
e
gul
a
tions and
comply
statutes,
applicable
with
and performance by the Agency, the City and RDP under this
requirements
Agreements shall be subject thereto.
Letter of Intent and the
by
The following is a list of the Agreements contemplated
this Letter of Intent (said list is not meant to be
inclusive of all required agreements and additional agreements will be
executed by the parties to this
covered
Letter
of
Intent
as
required): LIST
OF
AGREEMENTS
A. GROUND
B.
UNITY
OF
TITLE
AGREEMENT
HOTEL
C.
MANAGEMENT
AGRE MENT
MANAGEMENT
ASSET
D.
AGREEMENT E.
FRANCHISE
AGREEMENT
LEASE
AGRE MENT
CONSTRUCTA
F.
HOTEL DEVELOPMENT AGREEMENT
G.
PERSONAL
H.
IRREVOCABLE AND UNCONDITIONAL
GUARANTE S
CONVENTION
I.
CENTER
AGREEMENT
ATTORNMENT
J.
AGREEMENT
K.
RETAIL
SALE
OF
L.
BILL
M.
DECLARATION
N.
O.
DIRECTION (
RP
COMPANY
TITLE
P.
OF
DIRECTION (
COVENANTS
RESTRICTIONS
AND
OF
HOTEL)
LETTER
RECORDING
SHORECREST
OF
HOTEL)
any
of
by Aqency. In
5 Assiqnment
the Agreements. 15.
Agency ceases to exist, the Agreements will
the
that the rights granted to the Agency will inure to the
City and the City will be bound to
event
the
provide
the
benefit of
Termination.
15. 6
therein.
obligations
the
perform
party
either
by
Letter of Intent may be terminated
This
if the Agreements
this
7
15.
1997.
13
intend to
Intent
Letter of
Paragraph
13
hereinabove
October
Except for
been executed by
not
have
31,
Non-
bindinq.
other
to
obligation
binding
legally
any
the
as
such
until
Intent
time
party under this Letter of
ii)no
all parties thereto; and (
by
executed
are
Agreements
shall
party
party
will
Intent
accordance
terminate
to
with
this
any
have
have
Letter
of
to this
of
in
to
Letter
of
Intent
or
for
any
8
Intent. 15.
may
by
15.9
Governinq
Law and
District Court,
in
federal
court,
and
Venue.
This
validity
Dade
County, Florida,
for
expedited
arbitration. 15.
10 prevailinq
Prevailing Wage
Ordinance,
Miami Beach
27. 15.
of
shall
always
11
" Approval"
Code,
or
Section
"Consent".
The
approval" or consent"
"
in this Letter
terms
the
City
use
of
deemed to
mean "
reasonable
consent"except where
be
or reasonable
"
31A-
Intent
approval"
provided
otherwise.
15. 12
This
specifically
Counterparts.
Letter of Intent may be executed in
counterparts and
such counterparts, when taken together, shall
all
constitute this
Letter of Intent. 15. 13 Soil
execution of this Letter of Intent, RDP shall
be allowed to proceed with soil boring tests on the Hotel
Land and RDP hereby agrees to indemnify, defend and hold harmless the
Borinqs.
After
the
liability
any and all
and the Agency from
of its making these
arising, directly or indirectly, out
tests. Other than these soil boring tests, RDP shall not
soil boring
be allowed to do any other work involving actual
physical movement of earth or materials on the Hotel Land
without the express written permission
City
and
costs
of
City
Successor
as
exist,
the
and
responsibilities
Executive
the
to
Aqency.
City
Director
When
shall
of
the
15.15 Successors
of the
Intent.
Agency set
forth in this Letter of
Assiqns. All
references
to
any
and
parties
to this
successors
13 hereinabove
and/ or
subparagraph
15. 13
event,
that
recover its
be entitled to
attorneys' fees
court
and
the prevailing
party
shall
and
costs, including
involving
those
and/
proceedings,
hereinbelow,
any.
or
appeals
post-
judgment
AGREED AND
ROYAL PALM
HOT~ LIMITED COMPANY
if
ACKNOWLEDGED:
1:i
RDP
iA/~
By
::.
(,
'
C~
1./
tI\
Y
RI)P
LIMITED
COMPANY
I'
Ll
5,
Dated:
March
MIAMI
REDEVELOPME
1997
Name:Robert Parcher
Title: Secretary
kk APPROVED
Attest:
1/
1
Dated: March
5,1997
AS
t: st:
e:
y:
tac--
TO
1,,
~
f~
1('
eCJ
FOR
AP ROVED:
execunON
Na .
CITY~
AMI
Gelber
our
BEAC~ By:/
AgenCl
opment
Gflnerol
Co 'p:
1/
5/
1?
Dote
Name:
Robert
ONLy:
1/(!
j~
MarchS , 1997
City
AttcmJey ~
lANGUAGE
FOR
Dated:
APPROVED
AS
TO
FORM &
EXECUTION
c-7
Dated: March
March
5,
1997
3.
C/
9ry
Dated:
1997
Dated: March
LEGAL
DESCRIPTION
RP
HOTEL
12. 65
14,
7 and
15 and the North
The South
all
Lots
of
and
of
10. 7
lot line)
6
Lots
feet
measured
along
the
of
line)
Lots
West
the
by
mentioned
of
East line
also
the
above
56 (
Block
commonly
as the
more
acres
along
measured
known
Royal
or
the lot
line) of
Lots
0.9941
00 feet (
and
of
South
the above described parcel; said parcel bounded on the
South line of the above described parcel extended
the
by
above
Easterly; bounded on the North by the North line of the
by
the East
described parcel extended Easterly; bounded on
the
Erosion
Ocean
the
West
Block
containing
Control Line
on
bounded
of
the
Atlantic
and
by the
56 (
also
0.
East
commonly
line
known as
of
the
the
above
mentioned
Shorecrest Hotel).Said
lands
PERMIT
repairs
canopies
Alterations &
Awnings &
than
slab ( other
Concrete
paving)
Demolition of building
Elevator hoistway construction
Fence
and/
or
walls
Landscaping
New building and/ or additions
New building other
Painting
Parking area lighting
Paving
Roofing ( including re- roofing)
Signs
Swimming pools
exterior
Windows,
OF
CERTIFICATE
doors,
storefronts &
fixed
glass
OCCUPANCY
Certificate of completion
Final certificate of occupancy
Temporary certificate of occupancy
ELECTRICAL
PERMIT
FEE
Combinations
Equipment
outlets
or
permanent connections
strip
heaters
Machine
outlets
or
Master televisions,
Plummold
permanent
intercom,
connectors
burglar alarm,
Signs
Special purpose outlets ( commercial)
Streamers or festoon lights
Swimming pool lighting
Switchboards
Welding machine outlets
MECHANICAL
PERMIT
FEE
apparatus
FEES
Parking impact
Radon
fees
fees
fees
zoning processing
PLUMBING
PERMITTING
Condensate
FEES
drains
Drainage
Fire control systems
Minimum plumbing fee per permit
Miscellaneous
Natural gas and liquefied petroleum
oil
Sewers
Water
Water
piping
Water
Water/ sewage
PREMISE
treatment
or
or
collector
gas)
PERMIT
Initial
and
final
lines
premise permit
fee