96-21988 RESO
RESOLUTION NO. 96-21988
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND CITY
CLERK TO EXECUTE THE ATTACHED AGREEMENT
WITH TISHMAN HOTEL CORPORATION, PERTAINING
TO THE LOEWS MIAMI BEACH HOTEL PROJECT AND A
PUBLIC PARKING GARAGE PROJECT.
WHEREAS, Tishman Hotel Corporation ("Tishman") has been providing to the City of
Miami Beach (the "City") and the Miami Beach Redevelopment Agency ("Agency") certain
financial, hospitality and other consulting services regarding the convention center hotel and public
parking garage projects; and
WHEREAS, the Agency and the City continue to require the use of Tishman's services in
order to continue to meet the objective of the development of two (2) convention center hotels and
a public parking garage; and
WHEREAS, although a letter of intent was executed on May 3, 1995 between the Agency,
the City, St. Moritz Hotel Corporation and Loews Hotels Holding Corporation, many agreements
are still being negotiated involving complex financial and hospitality issues; and
WHEREAS, numerous design and construction matters are being analyzed as the projects
progress toward an anticipated start of construction.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Clerk
are authorized and directed to execute the attached Agreement between the Agency, the City and
Tishman Hotel Corporation pertaining to the Loews Miami Beach Hotel project and a public parking
garage project.
PASSED and ADOPTED this 15th day of
May
1996.
Ro~} r~du.^,-
CLERK
ATTEST:
AlT\kw
f:\atto\taca\resos\tishloew.res
FORM APPROVED
LEGAL DEPT.
::tetlt~
2
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
CITY OF MIAMI BEACH
COMMISSION MEMORANDUM NO. 2 81-q t,
TO:
Mayor Seymour Gelber and
Memben of the City Commission
DATE: May 15, 1996
SUBJECT: A RESOLUTIO F THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIA BEACH, FLORIDA AUTHORIZING AND DIRECTING
THE MAYOR AND CITY CLERK TO EXECUTE THE ATTACHED
AGREEMENT WITH TISHMAN HOTEL CORPORATION, PERTAINING
TO THE LOEWS MIAMI BEACH HOTEL PROJECT AND A PUBLIC
PARKING GARAGE
FROM: Jose Garcia-Pedrosa
City Manager
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA AUTHORIZING AND DIRECTING
THE MAYOR AND CITY CLERK TO EXECUTE THE ATTACHED
AGREEMENT WITH TISHMAN HOTEL CORPORATION, PERTAINING
TO THE AFRICAN-AMERICAN OWNED HOTEL PROJECT AND A
PUBLIC PARKING GARAGE
ADMINISTRATION RECOMMENDATION:
It is recommended that the City Commission and the Redevelopment Agency (RDA) approve two
new contracts with Tishman Realty Hotel Corp, to facilitate the African-American Hotel selection
process and contract negotiations and to protect the City's interest during the construction phase of
the Loews Miami Beach Hotel.
AGENDA ITEM
R'lG1
199
DATE~
BACKGROUND:
The existing contract between Tishman Hotel Corporation and the City of Miami Beach is due to
expire at the end of May, 1996. Throughout the course of the contract, Tishman has played a
crucial role in negotiating the Letter of Intent with Loews, reaching imminent closure on the
execution of a development agreement with Loews and facilitating negotiations with the HCF
Group for the African-American development project.
Upon the termination of negotiations with the HCF Group, Tishman provided extensive input in
assisting the City/RDA in preparing a new RFP for an African-American Hotel. Tishman has also
been providing assistance in reviewing the seven proposals received in response to this RFP.
With the City and the RDA embarking on a new effort to select and negotiate a contract with a
developer for the African-American Hotel, and the Loews Miami Beach Hotel about to begin
construction, the CitylRDA should retain the services of Tishman to provide the necessary technical
guidance and to protect the City's interests throughout these initiatives.
ANALYSIS
The Administration recommends two separate contracts with Tishman, one to address the African-
American Hotel project and the other related to the closing of the Loews Miami Beach Hotel Project.
The scope of work involving the African-American Hotel would parallel services provided by
Tishman in the past, inasmuch as that they will represent the City during the selection process and
the negotiations to create a mutually satisfactory Letter ofIntent between the City/RDA and the top
ranked firm. Tishman would also be involved with the creation of the necessary documents
contemplated by the Letter ofIntent to bring the African-American negotiations to closure before
construction.
This contract will involve two phases. The first phase will cover:
a) Performing due diligence to verify projections and estimates
b) Negotiations with the successful bidder to create a mutually satisfactory Letter ofIntent
with the City.
c) Documentation and implementation of all agreements relating to the project including
the ground lease, development agreement and parking use agreement.
d) Advising the City/RDA on all financial, hospitality and development aspects of the
project.
The second phase of the contract will involve advising the City/RDA on all aspects of the design and
development of the project.
200
The scope of work involving closure of the Loews project, would involve ensuring that the
construction budgets of the hotel and the hotel parking garage are in line and that the quality level
meets the City's expectations. These services are the culmination of complex negotiations and design
development of a $126 million proj ect.
This contract would be performed in phases as follows:
a) Closing negotiations on all agreements involved in the project.
b) Preliminary construction plans and specifications review and recommendations by
Tishman for approval or otherwise to the City.
c) Review of the guaranteed maximum price contract between Loews and their contractor,
Lehr, McGovern, Bovis and recommendations by Tishman to the City concerning the
validity of that price.
c) Review of all final construction plans and specifications for approval by the City.
The second phase which will involve the actual overseeing of the construction project, will not be
entered into at this time.
CONCLUSION
The Administration recommends authorizing both contracts with Tishman Hotels Corporation.
JGP/HM:kob
Attachments
201
RESOLUTION NO.
243- 9 6
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF
THE MIAMI BEACH REDEVELOPMENT AGENCY
AUTHORIZING AND DIRECTING THE CHAIRMAN AND
SECRETARY TO EXECUTE THE ATTACHED AGREEMENT
WITH TISHMAN HOTEL CORPORATION, PERTAINING
TO THE LOEWS MIAMI BEACH HOTEL PROJECT AND A
PUBLIC PARKING GARAGE PROJECT.
WHEREAS, Tishman Hotel Corporation ("Tishman") has been providing to the City of
Miami Beach (the "City") and the Miami Beach Redevelopment Agency ("Agency") certain
financial, hospitality and other consulting services regarding the convention center hotel and public
parking garage projects; and
WHEREAS, the Agency and the City continue to require the use of Tishman's services in
order to meet the objective of the development of two (2) convention center hotels and a public
parking garage; and
WHEREAS, although a Letter of Intent was executed on May 3, 1995 between the Agency,
the City, St. Moritz Hotel Corporation and Loews Hotels Holding Corporation, many agreements
are still being negotiated involving complex financial and hospitality issues; and
WHEREAS, numerous design and construction matters are being analyzed as the projects
progress toward an anticipated start of construction.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY that the Chairman and
Secretary are authorized and directed to execute the attached Agreement between the Agency, the
City and Tishman Hotel Corporation, pertaining to the Loews Miami Beach Hotel project and a
public parking garage project.
May
,1996.
PASSED and ADOPTED this 15th day of
ATTEST:
~ob}- fcu-~
SECRETARY
Affikw
f:\atIo\tacalzcsos\tishlocw.rda
WORM APPROVED
fREDEVELOPMENT AGENCY
GENERAL C UNSEl
lEl.y
(M~ -
2
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 96-19
DATE:
May 15, 1996
TO:
Chairman and Members of the Board
of the Redevelopment Agency
Jose Garcia-Pedrosa 4,. ~
Executive Directyt,eJ r
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING AND DIRECTING
THE CHAIRMAN AND SECRETARY TO EXECUTE THE ATTACHED
AGREEMENT WITH TISHMAN HOTEL CORPORATION, PERTAINING
TO THE LOEWS MIAMI BEACH HOTEL PROJECT AND A PUBLIC
PARKING GARAGE
FROM:
. SUBJECT:
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING AND DIRECTING
THE CHAIRMAN AND SECRETARY THE MAYOR AND CITY CLERK TO
EXECUTE THE ATTACHED AGREEMENT WITH TISHMAN HOTEL
CORPORATION, PERTAINING TO THE AFRICAN-AMERICAN OWNED
HOTEL PROJECT AND A PUBLIC PARKING GARAGE
ADMINISTRATION RECOMMENDATION:
It is recommended that the City Commission and the Redevelopment Agency (RDA) approve two
new contracts with Tishman Realty Hotel Corp, to facilitate the African-American Hotel selection
process and contract negotiations and to protect the City's interest during the construction phase of
the Loews Miami Beach Hotel.
BACKGROUND:
The existing contract between Tishman Hotel Corporation and the City of Miami Beach/RDA is due
to expire at the end of May, 1996. Throughout the course of the contract, Tishman has played a
crucial role in negotiating the Letter of Intent with Loews, reaching imminent closure on the
execution of a development agreement with Loews and facilitating negotiations with the HCF
Group for the African-American development project.
S()UTti V()I~
~edevelvpment [)lstJict
CIIT Cr:~Tr:J2
Vedevelvpment [)istJict
AGENDA ITEM 2-C
May 15, 1996
~::j
Upon the termination of negotiations with the HCF Group, Tishman provided extensive input in
assisting the CityIRDA in preparing a new RFP for an African-American Hotel. Tishman has also
been providing assistance in reviewing the seven proposals received in response to this RFP.
With the City and the RDA embarking on a new effort to select and negotiate a contract with a
developer for the African-American Hotel, and the Loews Miami Beach Hotel about to begin
construction, the CityIRDA should retain the services of Tishman to provide the necessary technical
guidance and to protect the City's interests throughout these initiatives.
ANALYSIS
The Administration recommends two separate contracts with Tishman, one to address the African-
American Hotel project and the other related to the closing of the Loews Miami Beach Hotel Project.
The scope of work involving the African-American Hotel would parallel services provided by
Tishman in the past, inasmuch as that they will represent the City during the selection process and
the negotiations to create a mutually satisfactory Letter ofIntent between the CityIRDA and the top
ranked firm. Tishman would also be involved with the creation of the necessary documents
contemplated by the Letter ofIntent to bring the African-American negotiations to closure before
construction.
This contract will involve two phases. The first phase will cover:
a) Performing due diligence to verify projections and estimates
b) Negotiations with the successful bidder to create a mutually satisfactory Letter of Intent
with the City.
c) Documentation and implementation of all agreements relating to the project including
the ground lease, development agreement and parking use agreement.
d) Advising the City/RDA on all financial, hospitality and development aspects of the
project.
The second phase of the contract will involve advising the CityIRDA on all aspects of the design and
development of the project.
The scope of work involving closure of the Loews project, would involve ensuring that the
construction budgets of the hotel and the hotel parking garage are in line and that the quality level
meets the City's expectations. These services are the culmination of complex negotiations and design
development ofa $126 million project.
This contract would be performed in phases as follows:
a) Closing negotiations on all agreements involved in the project.
b) Preliminary construction plans and specifications review and recommendations by
Tishman for approval or otherwise to the City.
c) Review of the guaranteed maximum price contract between Loews and their contractor,
Lehr, McGovern, Bovis and recommendations by Tishman to the City concerning the
validity of that price.
30
d) Review of all final construction plans and specifications for approval by the City.
The second phase which will involve the actual overseeing of the construction project, will not be
entered into at this time.
CONCLUSION
The Administration recommends authorizing both contracts with Tishman Hotels Corporation.
JGP/H~b
Attachments
31
\
----..,----
AGREEMENT BY AND BElWEEN
mE MIAMI BEACH REDEVELOPMENT AGENCY;
mE CIlY OF MIAMI BEACH, FLORIDA;
AND
TISHMAN HOTEL CORPORATION
THIS AGREEMENT (the "Agreement") is dated as of May 15, 1996 and is by and
between the MIAMI BEACH REDEVELOPMENT AGENCY (the "RDA"); the CITY OF
MIAMI BEACH, FLORIDA (the "City") (the RDA and the City collectively are referred to herein
as "RDA/City"); and TISHMAN HOTEL CORPORA nON, a Florida corporation ("Tishman").
IN EXCHANGE for the mutual promises set forth herein, and other good and
valuable consideration, the receipt and adequacy of which is hereby conclusively acknowledged, the
parties agree as follows:
1. SCOPE OF SERVICES.
Tishman shall act as development, hospitality and financial consultant to the
RDA/City and shall negotiate all agreements on behalf, at the direction and to the satisfaction of the
RDA/City, with regard to the Loews Hotels Holding Corporation Miami Beach Hotel project to be
developed at or near 16th Street and Collins Avenue in Miami Beach, Florida (the "Hotel") and that
certain public parking garage project to be developed at or near 16th Street between Collins and
Washington Avenues in Miami Beach, Florida (the "Public Garage") (collectively, the Hotel and
Public Garage are referred to herein as the "Project"). The services mentioned in the preceding
sentence to be performed by Tishman include, but are not limited to, the following:
a)
of the Project,
advising the RDA/City on al! financial, hospitality and development aspects
b)
negotiating with the developer,
c)
performing due diligence to verify projections and estimates,
d)
attending RDA Board/City Commission and RDA/City staff meetings,
e)
advising the RDA/City on all aspects of the design development phases of the
Project,
f) assisting the RDA/City in the negotiation of the development, ground lease
and all other agreements relating to the Project,
g) advising the RDAlCity with regard to the obtaining of necessary
governmental approvals and permits by the developers,
h) assisting the RDAlCity with regard to matters of bond financing,
i) advising the RDAlCity with regard to streetscape, infrastructure, broadwalk,
and other public improvements in connection with the Project,
j) performing all other development, hospitality and financial consulting tasks
reasonably requested by the RDAlCity in connection with the pre-construction phase of the Project.
It is the intent of this Agreement that negotiations shall culminate in agreements
satisfactory to the RDAlCity as to the Project. Tishman shall diligently perform its services under
this Agreement in order to conclude the agreements pertaining to the Project as soon as reasonably
possible, it being understood that such agreements must be approved by the RDAlCity and the third
party developers of the project.
2. TERM.
The term of this Agreement will begin on June 1, 1996. Tishman will cease
to render services under this Agreement after it has performed all services required under this
Agreement. However, in no event will this Agreement extend beyond the commencement of
construction on the Project.
3. COMPENSATION.
Tishman shall be paid a monthly fee of Nineteen Thousand and Noll 00
Dollars ($19,000.00) for services it renders pursuant to this Agreement. The first of these payments
will be due June 10, 1996, and subsequent payments will be due on or about each 30 day anniversary
thereafter. Tishman shall be reimbursed for its out-of-pocket costs, in accordance with the
RDAlCity's travel procedures, upon presentation of bills by Tishman. Tishman shall review the
RDAlCity's travel procedures prior to incurring any such costs.
4. TERMINATION.
The RDAlCity can, in its sole discretion, terminate this Agreement at any
time, with four (4) weeks written notice. In the event of such termination, lishman's fee will be
prorated as of the date of the RDAlCity's termination letter, plus four (4) weeks. This Section 4
(Termination) shall not apply in the case in which the RDAlCity terminates this Agreement because
Tishman has defaulted under the terms of this Agreement.
2
5. DEFAULTS.
Tishman shall be in default of this Agreement if Tishman fails to fulfill in a
timely manner or otherwise violates any of the provisions of this Agreement or if Tishman is placed
either in voluntary or involuntary bankruptcy, becomes insolvent, changes its majority ownership
(except as provided in Section 10 "Assignment"), or makes an assignment for the benefit of
creditors. In the event of such default, the RDA/City shall be entitled to pursue all available legal
and equitable remedies.
6. CONFLICTS OF INTEREST.
Tishman agrees that neither it nor any entity which has "Common
Ownership" (as defined below) with Tishman will engage in any business relationship, enter into
any contract, or take or fail to take any action that would, in the sole discretion of the General
Counsel of the RDA and City Attorney, create a conflict of interest on the part of Tishman with
regard to its obligations under this Agreement. As used in this Agreement, an entity has "Common
Ownership" with Tishman if at least 10% of that entity is owned by an individual or entity which
also owns at least 10% of Tishman. If Tishman is uncertain as to whether its actions or inaction
would cause a conflict of interest, Tishman agrees to consult in advance with the General Counsel
and City Attorney who shall render an opinion subject to acceptance by the RDA Board/City
Commission.
7. OWNERSHIP INTEREST.
Tishman agrees that neither it nor any entity which has Common Ownership
with Tishman will, for a period of nine (9) years from the date of this Agreement, obtain any
ownership interest in or enter into any contractual or other business relationship with respect to the
Project except on behalf of or as a consultant to the RDA/City.
8. LEAD NEGOTIATOR.
Michael B. Meyer will be the lead negotiator for Tishman with regard to the
Project. Tishman will not substitute any other person in place of Meyer as lead negotiatm without
the RDA/City's prior written consent.
9. ATTORNEYS' FEES AND COSTS.
In the event of any arbitration and/or litigation arising out of this Agreement,
the losing party shall pay the prevailing party's reasonable attorneys' fees and costs, at the trial and
all appellate levels.
10. ASSIGNMENT.
Except as provided in this Section 10 "Assignment", Tishman shall not
assign, transfer or sub-contract this Agreement, any portion of this Agreement, or any work under
3
this Agreement without the prior written consent of the RDA/City. Tishman shall have the right to
assign this Agreement to:
(a) any affiliate ("Affiliate") of Tishrnan who has the same parent as Tishrnan; or
(b) any entity ("Entity") in which Tishrnan's parent directly or indirectly owns stock,
partnership or other equity interests and to which all or substantially all of the hotel
consulting and/or management agreements to which Tishman is a party are assigned
or otherwise transferred,
provided that, with regard to (a) and (b) above, (i) officers of Tishman or its affiliates participate
in the management of the day-to-day business of the Affiliate or Entity, and (ii) the Affiliate or
Entity possesses at least the same hotel, development and financial consulting capabilities as
Tishman currently has. Notwithstanding anything to the contrary in this Agreement, Michael B.
Meyer shall remain the lead negotiator as provided above in Section 8 "Lead Negotiator".
11. PERMITIED ASSIGNEES.
This Agreement is binding upon and inures to the benefit of permitted
assignees, consistent with Section 10 "Assignment" above.
12. EXCLUSIVE ARBITRATION AND/OR LmGA TION VENUE.
The exclusive venue for any arbitration and/or litigation between the parties,
arising out of or in connection with this Agreement, shall be Dade County, Florida.
13. ENTIRE AGREEMENT.
Except as provided in this Section 13 "Entire Agreement" and except for that
certain other agreement executed of even date herewith by and between the RDA, the City and
Tishman, this document embodies the entire Agreement and understanding between the parties
hereto, and there are no other agreements or understandings, oral or written, with reference to the
subject mai.ter hereof that are not merged herein and superseded hereby. On June 1, 1996 that
certain Agreement by and between the RDA, the City, and Tishman, dated as of May 17, 1995 (the
"Prior Agreement"), shall terminate and, except for services performed and expenses incurred by
Tishman prior to June 1, 1996 which have not been paid by the RDA, no monies shall be due
Tishman in connection with the Prior Agreement.
14. NO MODIFICATION.
No change in the terms of this Agreement shall be valid unless made in
writing, signed by both parties hereto, and approved by the RDA/City Board.
4
15. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida.
16. LIMITATION OF LIABILITY.
The RDAlCity desires to enter into this Agreement only if in so doing the
RDA/City can place a limit on the RDAlCity's liability for any cause of action for money damages
due to an alleged breach by the RDA and/or the City of this Agreement, so that their liability for any
such breach never exceeds the sum of Fifty-Seven Thousand and no/l00 Dollars ($57,000.00).
Accordingly, and notwithstanding any other term or condition of this Agreement, except as set forth
in Section 18 (Exception to Limitation of Liability), Tishman and the RDA/City hereby agree that
neither the RDA nor the City shall be liable to Tishman for damages in an amount in excess of
$57,000.00, which amount shall be reduced by the amount actually paid by the RDAlCity to
Tishman pursuant to this Agreement, for any action or claim for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the RDA and/or the City by this
Agreement.
17. EXCEPTION TO LIMITATION OF LIABILITY.
Section 16 (Limitation of Liability) and Section 18 (Statutory Limitation of
Liability) shall not apply where Tishman seeks indemnification from the RDAlCity and all of the
following criteria are present: (a) Tishman seeks indemnification from the RDAlCity for losses
suffered by Tishman as a result of a lawsuit filed by a third party against Tishman relating to the
Project, (b) Tishman acted at the direction of the RDA/City, (c) Tishman was not negligent or
grossly negligent, and (d) Tishman did not perform with willful misconduct.
18. STATUTORY LIMITATION OF LIABILITY.
Nothing contained in this Agreement is in any way intended to be a waiver
of the limitation placed upon the RDA and/or the City's liability as set forth in Florida Statutes,
Section 768.28.
19. HEADINGS.
The headings in this Agreement are only for convenience, are not a
substantive part of this Agreement and shall not affect the meaning of any provision of this
Agreement.
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR REDEVELOPMENT AGENCY: REDEVELOPMENT AGENCY
A TIEST:
By:
R 0 61' fltL~
Robert Parcher, Secretary
Date:
5/ M!C;y
FOR CITY OF MIAMI BEACH:
ATTEST:
By:
Ro~~ p~~
Robert Parcher, City Clerk
Date:
6/;)..3jC,(,
FOR TISHMAN:
ATTEST:
By e(~~
Secret
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Print Name
Date:
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By:
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GENERAL COUNSEL
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6