RESOLUTION NO.

467- 2004 A RESOLUTION OF THE CHAIRMAN AND MEMBERS

OF THE MIAMI BEACH REDEVELOPMENT AGENCY

AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE

THE FIRST AMENDMENT TO AGREEMENT OF LEASE BETWEEN
THE MIAMI BEACH REDEVELOPMENT AGENCY AND RDP
PARTNERSHIP ("RDP")
LIMITED
ROYAL PALM HOTEL
REGARDING TOWN PARK HOTEL CORPORATION, THE HOTEL

MANAGER, AS
on November 25, 2003,the Chairman and
WHEREAS,
( DA) authorized the Chairman
Members of the Miami Beach Redevelopment Agency R
City of Miami Beach,
the
between
negot
i
a
t
e
d
and Secretary to execute the Letter of Intent (LOI)
"
the RDA and RDP Royal Palm Hotel Limited Partnership (" RDP" and/or Tenant")
terms
outlined
ref
l
e
ct
the
to
closing
documents
of
the
further authorized the preparation

EQUITY

OWNER.

and

the approved referenced LOI,

the LOI; and WHEREAS,
in
and the closing documents, contemplated an amendment to the Ground Lease between the
Corporation,
RDA and RDPlTenant to continue to recognize Town Park Hotel
equity owners
the
which is the present Hotel Manager and one of
Tennessee corporation, (" Town Park"),
a
of Tenant as an equity owner for purposes of the

Ground Lease Agreement; and WHEREAS,

Town Park

holds

currently

one percent ( 10/0)

on April 30,2001,
became parties
PADC Royal Palm Holdings, LLC Borrower")
Town
whereby
Loan
2001
(
the
"
April
Agreement"),
to a Loan Agreement, dated 30,
seven and 66/
a
fortyBorrower
to
convey
agreed
to
Park
Class A limited partnership interest in Tenant, in consideration
660/ 0)
100 percent ( 47.
delivery of that certain Purchase Money Promissory Note in favor of
for Borrower' s execution and
limited partnership
Park
Town

Town

interest
and

in Tenant; and WHEREAS,

Park (

the Note"),
"which Note evidences the loan by Town
the Loan");and WHEREAS, in essence, Town Park would no longer have
as defined in the Ground Lease, by virtue

to Borrower (
an equity ownership position,
Park

positon with a promissory note which RDP intends

of substituting its equity
01 (f)
to payoff;and WHEREAS, pursuant to Section 4.
of the Loan Agreement, Town Park desires to
confirm that the Loan will be treated as an equity

interest in Tenant for purposes of the Ground Lease so long as the Loan is
this
outstanding; and WHEREAS, the City/ RDA is not averse to

of the global settlement achieved

25,2003;and WHEREAS, RDP has

concept

approved on November

as part

and

expressed

referenced

in the LOI,

WHEREAS, the attached Amendment to the Ground Lease Agreement will permit
from Town Park and,with
1 interest
%
RDP to complete its purchase of the remaining
the accompanying additional terms proposed in the attached Amendment, the RDAlCity
will still also achieve the benefits of treating Town Park as if it were still an equity owner,
and also Tenant will also be guaranteed the obligation to fund Operating Deficits in the
Hotel, which was not required if Town Park was Hotel Manager and equity owner;
and WHEREAS, based upon the resolution of all outstanding claims and issues
pending the final closing documents, it is recommended that the Chairman and Members of
the Miami Beach Redevelopment Agency adopt the Resolution and authorize execution of
the attached
Amendment. NOW,THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN
AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairman
and Secretary are hereby authorized to execute the First Amendment to Agreement of
Lease between the Miami Beach Redevelopment Agency and RDP Royal Palm Hotel

Limited

Partnership ("

regarding
RDP")

Town Park

Hotel

Corporation, the

Hotel

Manager,

as

equity

owner.PASSED AND ADOPTED

THIS 14

D Y

JANUARY, 20 4.

ATTEST:

SECRETARY
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Towne Park.RES.
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CllY OF MIAMI BEACH

COIVIVIISSION ITEM SUMMARY

Condensed Title:
A Resolution to execute the First Amendment to Agreement of Lease between the Miami Beach
Town Park
Redevelopment Agency and RDP Royal Palm Hotel Limited Partnership (" RDP") regarding
E
ui
Owner.
Hotel Cor oration, the Hotel Mana er, as

Issue:
Should the

Redevelopment Agency approve the execution of the First Amendment to Agreement of Lease?

Item Summa

IRecommendation:

The attached Amendment to the Lease Agreement will permit RDP to complete its purchase of the
from Town Park and, with the accompanying additional amendments to the
1 interest
%
remaining
Amendment, the RDAlCitywil still also achieve the benefits of treating Town
attached
in
the
pr
o
posed
Lease
to Fund
Park as if it were still an equity owner, and also Tenant will also be guaranteed the obligation
e
ui
and
mana
er
Hotel
was
Park
Town
ui
r
e
d
if
Operating Deficits in the Hotel, which was not re

owner.Advisory Board
I N/

Recomndati:

A Financial
Information: Source
of

Funds:
D

Dept. City

Tracking:

Cuervo

Finance

Clerk'

s Office Legislative

I Christina M.

2004\ Jan1404\RDA\RoyaIPalm Towne Park.

AGENDA\
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SUM.doc
AGENDA

ITEM
I YDATE 3D I-

CITY OF MIAMI BEACH

1700 CONVENTION CENTER DRIVE MIAMI BEACH,
CITY HALL
FLORIDA 33139 www.

miamibeachfl.gov REDEVELOPMENT
MEMORANDUM From: Chairman David
Dermer and Members of Miami

O .

Agency Jorge
Gonzalez \\ ~ ~
M.

Director '

Beach

AGENCY

Redevelopment

AS

A RESOLUTION OF THE CHAIRMAN

Date: January 14, 2004 To:
AND MEMBERS OF THE MIAMI BEACH

Executive

AGENCY AUTHORIZING THE CHAIRMAN AND SECRETARY TO

OF
AGREEMENT
TO
AMENDMENT
FIRST
THE
EXECUTE
LEASE BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY AND
PARTNERSHIP ("
LIMITED
HOTEL
PALM
ROYAL
RDP
REGARDING TOWN PARK HOTEL CORPORATION, THE
RDP")
REDEVELOPMENT

HOTEL MANAGER,

EQUITY

OWNER. ADMINISTRATION

RECOMMENDATION:Subject:
Resolution. ANAL YSIS: On November 25,2003,the Chairman
Adopt the
and Members of the Miami Beach Redevelopment Agency ( RDA)authorized the Chairman and Secretary
to execute the Letter of Intent (LOI) negotiated between the City of
and RDP Royal Palm Hotel Limited
Miami Beach, the Miami Beach Redevelopment Agency
aut
h
or
i
z
ed
the preparation of the closing documents to
or Tenant) and further
RDP" and/
Partnership ("
reflect the terms outlined in the LOI.The approved LOI referenced,
and the Closing Documents, contemplated an amendment to the Ground Lease to continue to
recognize Town Park Hotel Corporation, a Tennessee corporation, ("Town Park"),who is the present Hotel
Manager and one of the equity owners of Tenant as an equity owner for purposes
Town Park currently holds a
of the Lease Agreement.
limited partnership interest in Tenant. On April 30,
10/0)
percent (
Holdings, LLC Borrower")
("
became parties
2001,Town Park and PADC Royal Palm
whereby Town
"
Agreement"),
to a Loan Agreement, dated April 30, 2001 (the Loan
100
Park agreed to convey to Borrower a forty- seven and 66/
for
consi
d
erati
o
n
in
Tenant,
in
i
n
t
e
r
e
st
partnership
Class A limited
percent (47. 660/ 0)
favor
s execution and delivery of that certain Purchase Money Promissory Note in
Borrower'
( he Note"),which Note evidences the loan by Town Park to Borrower (
of Town Park t
position,
the "
Loan").In essence, Town Park would no longer have an equity ownership
as defined in

one

virtue of substituting its equity position with a promissory note which RDP
the Lease, by
of the Loan Agreement, Town Park desires to confirm
01 f)
(
intends to payoff. Pursuant to Section 4.
that the Loan will

April
2003 Redevelopment
30,
Agency Memorandum Royal Palm Towne Park
of 2 The City/RDA are not averse to this concept as part of the
LOI approved on November 25,
global set lement achieved and referenced in the
2003. However, RDP has expressed a need to have this portion of the settlement approved prior

Page

to
the completion of all closing documents. The attached Amendment to the Lease Agreement
%
complete its purchase of the remaining 1 interest
will permit RDP to
from Town Park and, with the ac ompanying additional amendments to the Lease
proposed in the attached Amendment, the RDAlCity will still also achieve the benefits of treating Town Park as
if it were still an equity owner,and also Tenant will also be guaranteed the

obligation to

Fund

Operating

Deficits

in the Hotel, which was not required

if

Town

Park was Hotel manager and equity owner.Based upon the resolution of all outstanding
claims and issues, pending the final closing documents, it is recommended that the
Chairman and Members of the Miami Beach Redevelopment Agency adopt the
attached

Resolution
authorize

and
of
execution

theamendment.

AGENDA\
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67-200' 1 CITY
OF MIAMI
BEACH CITY HALL 1700 CONVENTION CENTER
DRIVE MIAMI BEACH,

FLORIDA 33139 www. miamibeachfl, gov

Office
of

the
City Manager Telephone
305 673-7010 Facsimile 3056737782 April 28,
2004 Mr.Don

Peebles RDP Royal

Palm Hotel, L TD 550 Biltmore Way Suite 970 Coral Gables, FL 33134
Dear Mr.Peebles: Enclosed please find the First
"Amendment [ Re Town Park]
Agreement
Lease"
between
RDP
Royal
Palm Hotel Limited Partnership and the Miami Beach
to
of
Redevelopment Agency. Please sign and return
all three (3)
originals

and a

fully executed copy will be

forwarded

to

you

your

for

files.If
have
questions, please

you

any
donot

hesitate

to contact me at

673-7010.
305)
(

Sincerely,

c~

LEASE -

b
City

Assistant
Manager

CMC/

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