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CAO 03-11 RDP - Saul GrossMURRAY H. DUBBIN Ci~ Attorney OFFICE OF THE CITY ATTORNEY F L 0 R I D A Telephone: Telecopy: (305) 673-7470 (305) 673-7002 June 11,2003 Commissioner Saul Gross City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Dear Commissioner Gross: You have been provided a copy of a letter to me dated June 10, 2003 from Stuart K. Hoffman, Attorney for RDP Royal Palm Hotel Limited Partnership (RDPHLP). You have requested my opinion as to whether the statements contained therein and the actual facts constitute a conflict of interest, which would prevent your participation and vote on issues relating to RDPHLP or its related companies. We have reviewed the matter, which refers to your relationship to a business entity which existed in March of 1996 and which is long since dissolved. Since you have no present interest in any entity or transaction whereby your vote may affect your special private interest, I have concluded that you have no conflict of interest in addressing the issues likely to come before the Mayor and Commission and you may thus vote on whatever issue may arise on the cited matter. Sincerely yours, City ^tto~n~; MHD:Im 1700 Convention Center Drive -- Fourth Floor - Miami Beach, Florida 33139 HUNTON June 10,2003 · HUNTON & WILLIAMS LLP I I I t BRICKELL AVENUE SUITE 2500 , MIAMI, FLORIDA 33131-1802 TEL 305 · 810 - 2500 FAX 305 · gl0 · 2460 STUART K HOFFMAN DIRECT DIAL: 305-810-2594 DIRECT FAX: 305-810-1603 EMAIL: shoffman~hunton.com F1LE NO: 61760.1 Via Hand Delivery Murray Dubbin, Esq. City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33130 Re: Royal Palm Crowne Plaza Resort (the "Hotel) Dear Mr. Dubbin: As you know, the undersigned represents RDP Royal Palm Hotel Limited Partnership ("RDP"). The Miami Beach Redevelopment Agency (the "Agency") will be voting on a proposal which has been submitted by RDP to the Agency in an effort to settle the disputes and controversies between our client and the City and the Agency. The Commission meeting at which the vote is sched- uled will be held on June 12, 2003. That vote is of critical importance to RDP and the future of the Hotel. This past weekend, we learned, for the first time, that Commissioner Saul Gross was a participant in and a principal of one of the competing groups which submitted a bid in response to the Request for Proposals No. 45-9596, as amended. This is the same Request for Proposal pursuant to which Mr. Peebles' group was selected to negotiate the The proposal in which Commissioner Gross participated votes on matters involving the Hotel, Conunissioner Gms.~ with the competing group. Please note the enclosures by Commissioner Gross' group. On behalf of our client, I am priate for Cormnissioner Gross to vote on maiters to ask Cormnissioner Gross to abstain from finder which the Hotel was developed. ected. As Commissioner, prior to his disclosed to RDP his involvement copied from the proposal submitted ,/ determine if it is appro- )ending such determination, cc: RDP Royal Palm Limited :! ! ! ! WYNDHAM PALM RESORT MIAMI BEACH A PROPOSED DEVELOPMENT OF PALM RESORT PARTNERSHIP PALM RESORT PARTNERS, INC. AND WYNDHAM HOTELS AND RESORTS WYNDHAM PALM RESORT MIAMI BEACH A PROPOSED DEVELOPMENT OF PALM RESORT PARTNERSHIP il I i I I I II PALM RESORT PARTNERS, INC. AND WYNDHAM HOTELS AND RESORTS in response to REQUEST FOR PROPOSALS NO. 45-9596 CITY CENTER/HISTORIC CONVENTION VILLAGE REDEVELOPMENT AND REVITALIZATION AREA AFRICAN-AMERICAN HOTEL DEVELOPMENT OPPORTUNITY MARCH 31, 1996 I! Saul K. Gross 2900 Flamingo Drive Miami Beach, Florida 33140 EXPERIENCE July 1986 - Present Dec 1986 - Apr 1989 July 1983 - June 1986 July 1981 - June 1983 Sept 1979 - July 1981 EDUCATION STREAMLINE PROPERTIES, IN~., Miami Beach, FL President of real estate brokerage, management and development company. Pioneered gut rehabilitation of residential and commercial buildings in the Art Deco District. Oldest established brokerage company specializing in South Beach. THE TROPICS INTERNATIONAL, Miami Beach, FL Owner of one of the earliest restaurants on Ocean Drive. THE URBAN GROUP, New York, NY Vice President of real estate syndication company. MORGAN, LEWIS & BOCKIUS, New York, NY Attorney. Represented real estate developers and institutional lenders. BACHNER, TALLY & MANTELL, New York, NY Attorney. Represented major midtown landlords and real estate investors. UNIV. OF PENNSYLVANIA LAW SCHOOL, J.D. 1979 CORNELL UNIVERSITY, B.A. 1976 CITY BOARDS & COMMUNITY SERVICE City of Miami Beach Boards and Committees Design Review Board (1993-1996) Current Chairman Charter Review (1992) I1. Community Service and Affiliations Miami Beach Development Corp. - Director (1991-1996) Miami Beach Chamber of Commerce - Board of Governors (1988-1989) Miami Design Preservation League III. Miami Beach Chamber of Commerce - Citizen of the Year 1993 .STREAM I.I N E PROPERTIES, INC. STREAMLINE PROPERTIES, INC. was established by Saul Gross for the purpose of rehabilitating and managing residential and commercial properties in the historic Art Deco District of Miami Beach, Florida. Gross is recognized as one of the pioneers of the Historic District. Arriving on the scene in 1984, he immediately came to recognize the value of South Beach's historical heritage and set out to preserve it. In 1986, he established STREAMLINE PROPERTIES, INC., which led the way in the restoration of some of the area's most treasured Art Deco structures. In the process, STREAMLINE helped to spark the renaissance that transformed the area from the ravages of urban blight to the art and fashion capital of the world. In the Art Deco District today, STREAMLINE is responsible for more than $7 million invested in the restoration of twelve residential buildings and an additional $3 million invested in commercial property. STREAMLINE currently manages approximately 275 residential units in fourteen (14) different apartment/condominium buildings, 45,000 square feet of retail space on Washington Avenue and 25,000 square fcct of offices. STREAMLINE offers its clients extensive experience and eXPertise in the South Beach area. The company is able to assist in structuring deals, clarifying legalities and identifying zoning regulations. Gross' legal background, as well as his extensive civic involvement, including acting as the Chairman of the City of Miami Beach Design Review Board, allows STREAMLINE to offer its customers invaluable insights when it comes to doing business on South Beach. i i ! SWORN STATEM~ENT PURSUANT TO SECTION 287.133(3)(a), FLQRIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FOR31 5lUST BE SIGNED AND SWORN TO IN TI{E PRESENCE OF A NOTARY PUBLIC OR OTHER OFI;ICIAL AUTHORIZED TO ADNfhNISTER OATHS. 1. This sworn st,'tement is submitted to C [ '7"y ~) ~ /~ [/~//d [~ ~"10~ ~., ~-~ i I I ! ! ! ! ! ! ! !I ! ! (print individual's namc and title) (print name of entity submitting sworn statement) whose business address is [[2.; ~l~j~/It/ff_y"7~OA/ and (if applicable) its Federal Employer Identification Number (FEIN) is (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn I understand that a "public entity crime" as de£med in Paragraph 287.133(IXg), Florida Statutes, means a v/olation of any sta~ or federal law by a person with r,:spect to and directly related to the u'ansaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or con~'act for goods or servi~s to be provided to any public enfty or an agency or political subdivision of any other state or of the United States and involving ant/mt, fraud, theft, bribery, collusion, rackcteermg, conspiracy, or material misrepresentaficn. I under~w, and that "convicted" or "convicti,m" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction ofa pubIic entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of ajury verdicL non-jury tr/al, or entry. of a plea of guilty or nolo contendere. 4. I undemtand that a.n "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means: 1. A pr~ecessor or successor of a person convicted of a public entity crime; or 2. Aa entity under the control of any natural person who is active in the management of the enti~' and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, parmers, shareholder~, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons wt~,en not for fair market value under an arm's length agreement, shall be a prima facie ease that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted ora public entity crime in Florida during the preceding 36 months shall be con_qidered an affiliate. 5. I underxtand that a "person' as defined in Paragraph 287.133(I)(e), Florida Statutes, means any natural person or entity organ/zed under the laws of any stale or of the United St~-'s with the legal power to enter into a binding contract and v,'hich bids or applies to bid on contrac~ for the provision of goods or services let by a public entity, or which otherwise lxansacts or applies to transact business with a public entity.. The term "person" includes ',hose officers, dkectors, executives, partners, shareholders, emplo>ees, members, and agents who are active in management of an entity. 17 6. Based on information and belief, the statement which I have marked is ~rue ~n relation to the entity submitting this sworn statement. (indicate which statement applies.) Neither the entity submiu~ng this sworn statement, nor any o£it~ officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the mmagement o£the entity, nor any affiliate of the entity have been charged with and Convicted ora public entity crime subsequent to July [, t959. The entity submitting ~ sworn statemenk or one or more of the officers, directors, executives, pa.n~ers, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the ent/ty has been charged with and Convicted o£a public entity crime subsequent to July l, 1989. The entity submitting ~ sworn slatement, or one or more of its o~cers, directors, executives, parmers, shareholders, employe~ members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted ora public entity crime subsequent to July l, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public intere~ to place the entity submitting this sv, om statement on the convicted vendor list. (alXach a copy of the fioal order) I IYNDERSTAND THAT TttE SUBMISSION OF THIS FORM TO TI~ CONTRACI I~'G OlqqCER FOR TI~ PUBLIC ENTITY [DEN 1 ~ L~D 12q I'ARAGR.MHI 1 (ONE) ABOVE IS FOR THAT PUBLIC EN 111 Y ONLY AND, THAT l I~IS FORM IS VALID TIfROUGH DECEM. BER 31 OF ~ CALENDAR YEAR IN WttICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN' EXCESS OF TtIE TItRESHOLD AMOUNT PROVIDED 12q SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN TI~ INFORaMATION CONTAINED IN TttIS FORM. (Signature) (date) STATE OF ~.0~.1~ co T¥OF bqJS( I I I I I PERSONALLY APPEARED BEFORE ME, the undersigned authority, '~,~'/~ /~' (:~.~$~ , who, a~ter first being sworn by me, aff~xed his/her signature in the space provided above on this /.~' day of z4~M:~,LO// , 19 ~ . My Com'nission Expires: i OFY rCT. AL NOTARY SEAL 5~L~x L MAR'nNS. Z ! NOTARY I~JBLIC STATE OF FLORIDA~ COMMLe$!ON NO. CC381846 MY COMMISSION EXP. ]ULY 26,199~ .] FORM PUR 7068 (Rev. 06/05/91) 18 II ~ STREAMLINE PROPERTIES, iN ' i I I I March 31, 1996 City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 RE: Disclosure I i I I i i I Competitive Projects: None Bankruptcy: None Litigation: None Sincerely, Saul ~. Gross, President, Streamline Properties, Inc. I I I . 1~25 WASHIN¢..~TON AVENUg · MIAMI ~3EACH. FLORIDA.:I-R13g · (3051 532-7368 ~ F-AX (30-5) .5~8-O917 I ! ! ! I ! I ! I ! ! ! ! ! ! ! I I ! STREAMLINE PROPERTIES, INC. I996 Mr. Jose Garcia Pedrosa City Manager and Executive Director Miami Beach Redevelopment Agency City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Request for Proposal - City Center/Historic Convention Village Redevelopment and Revitalization Area, African-American Hotel Development Opportunity Dear Mr. Garcia-Pedrosa: We have read the Miami Beach Redevelopment Agency's (RDA) Request for Proposal entitled City Center/Historic Convention Village Redevelopment and Revitalization Area, African-American Hotel Development Opportunity. On behalf of our proposal team, we agree to an accept the terms, specific limitations and conditions expressed therein. In addition, we have read, rely upon, acknowledge and accept the disclosure and disclaimer which is attached to and is fully incorporated into this letter. Sincerely, Saul Gross. President, Streamline Properties. Inc. Palm Resort Partnership (PROPOSER'S NAME) WASHINGTON AVENUE · MIAMI BEACH. FLOR DA 33 3'-3 · (3051 532-7368 · FAX {'305) :538-0917 I I I I l l I I i I I I I I I i 1 DI$CLQ_S_UR~ AND DISCLAIMER ! ! 3q~,s Request for Proposals ('RFP") is being furnished ro the recipient by the Miami Beach Redevelopment AgenCy (qLDA") for the recipiem's convenience. Any action taken by the City of Miami Beach (the 'City") or the tLDA, or the failure to take any action, in response to p~-oposals made pursuant to this RFP, in making any awards, in failing or reOasing to make any awards pursuant to such proposals, in cancelling awards, in withdra~ving or cancelling this RFP, either before or after is;uance of an award, or in taking or failing to take any other action whatsoever in connection with th.is RFP shall be without any liability or obligation on the part of the City or the P.DA. La its sole discretion, the RDA may withdraw the RFP either before or after receiving proposals. may accept or reject proposals, may allow or refuse to allow modifications to proposals and may 'accept propo~lz which deviate from the RFP as it deems approphate and in its be.st interest. In its sole discretion, the 1LDA may dete~o,lne the qualifications and acceptability of any party or parties ~bmitting proposals in response to th.is RFP. Afte[ submission of the bids, no change to a bid will be permitted if the change results in. a violation of a material requirement of this RFP or results in a material modification of the bid. The dete~a'2nation of what is 'material,' as that term is used in the preceding sentence, will be made soleiy by the General Cotmsei of the P/DA, whose determination will be Fm,xl. Each proposer and. its team members mad any other individual or entity which has provided references in this proposal, hereby give the City and the RDA permSssion to contact the refemndes listed in the proposal and to obtain information about the proposer or is principals and represefitatives from the individv.~!s listed as reft. Following submission of a proposal, fix: applicant a~tees to deliver tach further details, information and .as.!mances, including additio~l financial and disclosure dant, relating to the proposal and the applicant., including the applicant's ~q~zliates, officer*, direet__or~, shaxr, holder~, paxtuers anckemployees, ~ may be requested by the RD^ in its discretion. The information contained herein is provided solely for the convenience of prospective development entities, It is the respon.s~ility of the recipient to assure itself that informat/on contained herein is accurate and complete. Tine City and the RDA do not pro ride any assuranc*s as to the accuracy of any information in this RFP. Any reliance on these contents, or on any commun/cations with City and RD,4. officiab, shall be at the rccipient's own risk. Prospective bidders should rely exclusively on their own investigations, interpretations and analyses in connection with tb/s matxer. The RFP is being provided by the City and the RD& without any warranty or represen.uttion, express or implied, as to its content, its accuracy or completeness. No warranty or representation is made by the City, the RDA or its advisors that any proposal conforming with these requirements will be selected [or consideration, negotiation or approval. Th. is RFP is made ~Bject to amendment, correction of errorS or omissions and withdrawal without notice. Information is for omaidance only and does not constitute all or any part of an offer or agreement- I I I ! l ! ! ! Il ! ! ! ! ! ! Thc City a~d the R. DA shall have no obli§adoa or liabilffy with rest:~ct to this R_Fp. the selection and award process or whether any award will b¢ made. Any recipient of this RFp who responds hereto fully acknowledges MI the provisions of this disclosure and disclaimer, is totally r¢lyin§ on said disclosure and disclaLmer, and agree ro be bound by the terms hereof. Any proposal submitmd to the P_DA pursuant to th. is RFP is submitted at the sore risk and responsibility of the party submkting such proposal. Th/s RFP does not comtitut¢ an offer, acceptance or agreement. The City and the RDA and the recipient will be bound ordy as, ii' and when definitive ageements are approved by the ChaLrman and Members of the RDA md/or the Mayor and City Comrrfission and executed, and then ordy pursuant to the terms of ~c definitive agreements executed among the parties. A response to tiffs RFP, or all responses, may be accepted or rejected by the City and the RDA for any reason, or for ao reason, without arxy resuluant liability to the City or the RDA. The City and the RDA are governed by Florida's Goverrument-in-the-Su.nshine Law, a. nd laws pertaining to public records, and all proposals and supporting data shall be subject to disclosure a~ required by such taws. All proposals shall be subrrfitted in sealed bid foun anti shall remain confidential to the extent I'~rmitted by Florida Statutes, until the date and time selected for opeuing the re.tpoases. After that time, all information received by the City and the RDA shall become public record. Notwithstanding the foregoing or anything contained in the RFP, the applicant agrees that tn the event of a final unappealable judgment by a cour~ of competent jurisdiction wh/ch imposes any liability arising out of tiffs RFP or any response thereto or any action or inaction by the City and the RDA with respect thereto, the lhbility of the City and the RDA combined shall be limited to $25,000.00 as agreed upon and liquidated damages. The previoUS sentence, however, sh,}l not be construed to circumYent any of the other provisions of this disclosure a~2d dLscl~imer which impose no liability ou the City or the RDA. In the event of ~ny coafli~ between this disclosure 8nd disclaimer and the balm of the the pmwision$ of el:ds disclo~re and disclaimer shaJl always govern. : TI~c RFP and any disp'a~ arising from thc RFP or any bid submitted i2 r~s-ponse thereto shall bc governed by and cor~aued in accordance with the laws of thc State of Florida, without reference to principles of conflicts of law. ACCEPTED: [NA.M:E AND TITLE] [ORG~I~TIO~ ['PROI:'OSER'8 iNAIVI~)