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96-21989 RESO RESOLUTION NO. 96-21989 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 AN AFRICAN-AMERICAN OWNED 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, Tishman is providing consulting services to the Agency and the City in connection with the African-American owned hotel selection process; and WHEREAS, upon selection by the City and/or the RDA of the number one ranked African- American owned hotel proposal, many agreements will have to be negotiated in the coming months which involve complex financial and hospitality issues; and WHEREAS, as with the Loews negotiations, the Agency and the City need to retain the services of a consultant to, among other things, provide advice on financial, hospitality and other matters. 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 an African-American owned hotel project and a public parking garage project. PASSED and ADOPTED this 15th day FORM APPRC \J LEGAL 0 PI. ATTEST: Rolu.t\ r~ CLERK By ATIikw f:\atto\tacalresos\tishaah.res Date 2 CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 ~. CITY OF MIAMr BEACH COMMISSION MEMORANDUM NO. '2 61-q I.;. TO: Mayor SeYlDOur Gelber ...d Memben of the City CommiuioD DAn: May 15, 1996 SUBJECf: A RESOLUTIO F THE MAYOR AND CITY COMMISSION OF TIlE CITY OF BEACH, FLORIDA AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE THE ATTACHED AGREEMENT WITH T1SHMAN HOTEL CORPORATION, PERTAINING TO TIlE LOEWS MIAMI BEACH HOTEL PROJECT AND A PUBLIC PARKING GARAGE FROM: JoIe Garda-Pedrosa City M.....r 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 TIlE 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 Tisbman 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. 199 AGENDA ITEM R '1 ~ 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 bas 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 constroetion, the City/RDA should retain the services ofTishman 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 of Intent 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 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 project. This contract would be perfonned 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, Lebr, 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. 244-96 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 AN AFRICAN-AMERICAN OWNED HOTEL PROJECT AND A PUBLIC PARKING GARAGE. WHEREAS, Tishman Hotel Corporation ("Tishman") has been providing to the City of Miami Beach (the "City") and the Miami Beach Redevelopment Agency (the "Agency") certain financial, hospitality and other consulting services regarding the convention center hotel and public parking garage projects~ and WHEREAS, the Agency continues to require the use ofTishman's services in order to meet the objective of the development of two (2) convention center hotels and a public parking garage~ and WHEREAS, Tishman is providing consulting services to the Agency and the City in connection with the African-American owned hotel selection process~ and WHEREAS, upon selection by the City and/or the RDA of the number one ranked African- American owned hotel proposal, many agreements will have to be negotiated in the coming months which involve complex financial and hospitality issues~ and WHEREAS, as with the Loews negotiations, the Agency and the City need to retain the services of a consultant to, among other things, provide advice on financial, hospitality and other matters. NOW, THEREFORE, BE IT DULY RESOL YED 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 an African-American owned hotel project and a public parking garage project. PASSED and ADOPTED this 15th May ,1996. CHAIRMAN ATTEST: R1)~~ fL~ SECRETARY FORM APPROVED REDEVELOPMENT AGENCY By G~EL Date ~~!96 AIl\kw f:\atto\raca\resol\Iisbaah.rda 2 ........ ..... ~Iopment A..,w:'I 1700 Convention CentiIr Drtve ...... BeadI, florida 3313. Telephone: (301) 173-7113 Fax: (305) l73-m2 REDEVELOPMENT AGENCY MEMORANDUM NO. 96-19 DATE: May IS, 1996 FROM: Chairman and Members of the Board of the Redevelopment Agency Jose Garcia-Pedrosa 4",,_ Executive Dired.oJU1 r A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AurHORlZING AND DIRECTING THE CHAIRMAN AND SECRETARY TO EXECUTE THE ATTACHED AGREEMENT WITH T1SHMAN HOTEL CORPORATION, PERTAINING TO THE LOEWS MIAMI BEACH HOTEL PROJECT AND A PUBLIC PARKING GARAGE TO: - SUBJECT: A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUfBORIZING AND DIRECTING THE CHAIRMAN AND SECRETARY THE MAYOR AND CI1Y 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: 1be existing contract between Tishman Hotel CoIpOration 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()U111 OOI~ ~evel()pment Vlstl1ct an' a,...-r:D ~evelwment VIstJ1ct AGmDA ITEM 2< May 15, 1996 · ...Jl ~~ Upon the termination of negotiations with the HCF Group, Ti,Jmum provided extensive input in assisting the City/RDA in preparing a DeW RFP for an African-American Hotel. TimmAn bas 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 con.struCtio~ the City/RDA should retain the services ofTishman to provide the necessary technical guidance and to protect the City's interests throughout these initiatives. t\NAL YSIS 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 of Intent 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 of Intent 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 City/RDA on all aspects of the design and d~velopment 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 of a $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, Lebr, McGovern, Bovis and recommendations by Tishman to the City concerning the validity of that price. 30 d) Review of all final construetion plans and specifications for approval by the City. The second phase which will involve the actual overseeing of the construetion project, will not be entered into at this time. CONCLUSION The Administration recommends authorizing both contracts with Tishman Hotels Corporation. JGP/~Ob Attachments 31. AGREEMENT BY AND BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY; THE CITY 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 "RDNCity"); and TISHMAN HOTEL CORPORATION, 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 RDNCity and shall negotiate all agreements on behalf, at the direction and to the satisfaction of the RDNCity, with regard to that certain hotel project (the "Hotel") to be developed at or near 15th Street and Collins Avenue in Miami Beach, Florida by an entity of which African-American individuals own more than 50%, pursuant to City and/or RDA Request for Proposals Number 45- 95/96 (the "RFP"), and that certain public parking garage project (the "Public Garage") to be developed at or near 16th Street between Collins and W ashington Avenues in Miami Beach, Florida (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 RDNCity on all 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 RDNCity staff meetings, e) advising the RDNCity on all aspects of the design development phases of the Project, f) assisting the RDAlCity in the negotiation of the development, ground lease and all other agreements and letters of intent relating to the Project, g) advising the RDAlCity with regard to the obtaining of necessary governmental approvals and permits by the developer, h) assisting the RDAlCity with regard to matters of bond financing, i) advising the RDAlCity with regard to all aspects of the parking garage to be developed in connection with the Project, j) advising the RDA/City with regard to streetscape, infrastructure, broadwalk, and other public improvements in connection with the Project, k) if deemed necessary by the RDAlCity, assisting the RDAlCity in rewriting and reissuing a request for expressions of interest for the development of an African-American owned hotel; assisting in soliciting bids in response to the request for expressions of interest, using Tishman's worldwide contacts in the hospitality industry; and evaluating responses to the request for expressions of interest and assisting the RDAlCity and the Selection Committee, in all aspects of the ranking and selection process, including, but not limited to, attending all meetings of and advising the Citizen Review Committee; and I) performing all other development, hospitality and financial consulting tasks reasonably requested by the RDA/City 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. From the beginning of the term of this Agreement until the execution of a letter of intent between the City, the RDA and an African-American owned development entity pertaining to the Project, Tishman shall be paid a monthly fee of Twenty-Five Thousand and No/100 Dollars ($25,000.00) for services it renders pursuant to this Agreement. . After execution of a letter 2 of intent and until the end of the term of this Agreement, Tishman shall be paid a monthly fee in the amount of Twenty Thousand and No/I00 Dollars ($20,000.00). The first of these payments will be due June 10, 1996, and subsequent payments will be due on or about each thirty (30) day anniversary thereafter. Tishman shall be reimbursed for its out-of-pocket costs, in accordance with the RDA/City's travel procedures, upon presentation of bills by Tishman. Tishman shall review the RDA/City's travel procedures prior to incurring any such costs. 4. TERMINATION. The RDA/City can, in its sole discretion, terminate this Agreement at any time, with four (4) weeks written notice. In the event of such termination, Tishman's fee will be prorated as of the date of the RDA/City's termination letter, plus four (4) weeks. This Section 4 (Termination) shall not apply in the case in which the RDA/City terminates this Agreement because Tishman has defaulted under the terms of this Agreement. 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 11 "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 ten (10) 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. 3 8. CONTRACTUAL AND/OR BUSINESS RELATIONSHIPS. Except for any contractual and/or business relationships that Tishman currently maintains, which contracts and/or relationships Tishman has already disclosed to the City and the RDA in Tishman's responses (the "Questionnaire Responses") dated April 18 and 29, 1996 to the City's disclosure questionnaires regarding the RFP, Tishman agrees that neither it nor any entity which has Common Ownership with Tishman will enter into any contractual and/or business relationships with the African-American development entity or any affiliated entity or individual which is selected by the City and/or RDA to negotiate with the City and/or RDA regarding the Project, for a period of eighteen (18) months after the date of such selection for negotiation by the City and/or RDA, without the prior written consent of the RDA/City. 9. 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 negotiator without the RDA/City's prior written consent. 10. 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. II. ASSIGNMENT. Except as provided in this Section 11 "Assignment", Tishman shall not assign, transfer or sub-contract this Agreement, any portion of this Agreement, or any work under 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 Tishman who has the 3ame parent as Tishman; or (b) any entity ("Entity") in which Tishman'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 9 "Lead Negotiator". 4 12. PERMfITED ASSIGNEES. This Agreement is binding upon and inures to the benefit of pennitted assignees, consistent with Section 11 "Assignment" above. 13. EXCLUSIVE ARBITRATION ANDIOR 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. 14. ENTIRE AGREEMENT. Except as provided in this Section 14 "Entire Agreement" and except for that certain other agreement executed of even date herewith by and between the RDA, the City and Tishrnan, this document, including the completed Questionnaire Responses, 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 matter hereof that are not merged herein and superseded hereby. The completed Questionnaire Responses are attached hereto and are hereby incorporated into this Agreement. 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. 15. 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 RDAlCity Board. 16. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 17. LIMITATION OF LIABILITY. The RDAlCity desires to enter into this Agreement only if in so doing the RDAlCity 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 Two Hundred and Sixty Thousand and noll00 Dollars ($260,000.00). 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 RDAlCity hereby agree that neither the RDA nor the City shall be liable to Tishman for damages in an amount in excess of $260,000.00, which amount shall be reduced by the amount actually paid by the 5 RDNCity 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. 18. EXCEPTION TO LIMITATION OF LIABILITY. Section 17 (Limitation of Liability) and Section 19 (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 RDAlCity, (c) Tishman was not negligent or grossly negligent, and (d) Tishman did not perform with willful misconduct. 19. 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. 20. 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. 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 Date: -E12.3/q~ Da FORM APPROVED REDEVELOPMENT AGENCY GENERAL COUNSEL By _0 ~~ Date _W'W' A TIEST: By: Ro~~ 9~~ Robert Parcher, Secretary By: 6 FOR CITY OF MIAMI BEACH: CITY OF MIAMI BEACH Date: . \ APPROVED LEGAL DEPT. BY~~ Date J-P't/f6 TISHMAN HOTEL CORPORATION A TIEST: By: _Ro lu} f CtA-cb- Robert Parcher, City Clerk By: Date: 5/20/4t,' ~ FOR TISHMAN: ATTEST: By ~~ f'~ By: ~~. ecretary jff s\ de., (- Title k~ k ~~ ko kvft -no~c-s ~9 Print Name Print Name Date: !J /~ /~t Date: :)/~/7t AfI\kw flallo\taca~eemnt\lish.51 S.uh 7 Tishman Hotel Corporation April 18, 1996 Mr. Murray H. Dubbin City Attorney City of Miami Beach/City Hall 1700 Convention Center Drive Miami Beach, FL 33139 Dear Murray, I have circulated your questionnaire throughout our company to comply with your request. I think it is important to point out that with a company of our size and stature in the hospitality industry it is virtually impossible for our staff not to have had contact and relationships with individuals and entities listed among the various bidders throughout the course of their careers. Therefore, I have broken down our response into categories that reflect different levels of association on the part of the company and individual staff members. I started with those companies with whom we presently have a relationship and moved to those we once had a relationship with and concluded with staff who have had relationships in their career prior to joining Tishman. Finally, as a result of our representation of the City on the Loews hotel project, we have obviously become associated with the various consultants on the Loews team many of whom have found their way onto some of the teams. We have chosen to ignore them in our response. Similarly, we are commonly hired by hotel owners whose property is managed by third party hotel operators and property owners whose developers and construction managers we oversee. Since we have an oversight role and no direct business relationships with these managers, we have not listed these companies in our response. We have also omitted from mention individuals within the industry known on a professional or personal basis by members of our staff. None of the relationships on the attached constitute a conflict of interest, in our opinion, since none is pres~ntly is or formerly has been a client. Y7jl;77h~ Michael Meyer Vice President cc: H. Mavrogenes A. Tachmes Tishman Hotel Corporation 666 Fifth Avenue, New York, NY 10103-0256 (212) 399-3600 Fax (212) 262-0037 DISCLOSURE QUESTIONNAIRE RESPONSE Present Tuhman Relationships: Arquitectonica Nations Bank - William Bullen GE Capital Investment Advisors Past Tuhman Relationships: Alexander and Alexander Ernst & Y oungl Kenneth Laventhal Chase Burrit Past Staff Relationships: Mark Ellert Hyatt Hotels Corp. Hired as a design architect for Tishman Urban Development Corporation, a different subsidiary from Tishman Hotel Corporation, to prepare drawings for the winning submission on their 42nd Street E-Walk project. The project is in the early planning stages and Arquitectonica will probably serve as design architect (but not as production architect) on the hotel component which is in the second phase of the project and probably two to three years away. Handles some of our banking needs in Orlando. Tishman has not yet entered into an agreement to lease FF &E for our Rio Mar project but may do so in the very near future. Until December 1995 served as broker for our hotel property insurance. Serves as bonding agent for the group that provides bonds in support of Tishman's designlbuild guarantees on certain development projects. Minor consulting on our Rio Mar project. Charlie Cocotas, in a previous company, provided engineering services. He has had no contact since project ended in 1989. Was colleague of Barry Bloom at VMS Realty Ron Kollar was employed by Hyatt from 1981-1991. mSCLOSURE QUESTIONNAIRE Name: Tishrnan Hotel Corporation For purposes of this disclosure questionnaire, the following defInitions apply: "Business Entity" is defIned as any corporation, partnership, limited partnership, limited liability company, limited liability partnership, sole proprietorship, fIrm, enterprise, franchise, association, or trust, whether fIctitiously named or not, or any other form of entity. "You" and "Your" refer to Tishman Hotel Corporation. 1. Do You, individually or in connection with any Business Entity, directly or indirectly, have any interest in any Business Entity listed on Exhibit "A" or a relationship or association with any person or Business Entity listed on Exhibit "A"? If so, list the person or Business Entity and describe Your association or interest. 2. Have You, individually or in connection with any Business Entity, directly or indirectly, ever had any interest in any Business Entity listed on Exhibit "A" or a relationship or association with any person or Business Entity listed on Exhibit "A"? If so, list the person or Business Entity and describe Your association or interest. I certify that the foregoing answers to this disclosure questionnaire are true and correct to the best of my knowledge and belief. TISHMAN HOTEL CORPORATION By: s?({E% /ltthttel13- f!/e((v, ltt t<'SIJe",f Print Name and Title I ' Date!/ 0/7, f:1aIIo\tacalmemos\disclosr. the ~ \( Tishman Hotel Corporation April 30, 1996 c. ~ ~ w. ~ .~" ...l. ~ ~ ~ (I ...... \ .,~ C?- d1 '~L' ~ ;" -- s. ~ (:'\ J. I.P 0 ~ :. ~ """ ~ (f". Mr. Murray H. Dubbin City Attorney City of Miami Beach/City Hall 1700 Convention Center Drive Miami Beach, FL 33139 Dear Murray, I have circulated your second questionnaire throughout our company to comply with your request and can report to you that this latest information does not change the substance of our original response. Again, there are individuals who staffhave worked with prior to joining Tishman. and again there are individuals known by Tishman staff on a personal or professional basis. I would repeat the closing remark of my earlier letter, "none of the relationships on the attached constitute a conflict of interest, in our opinion, since none presently is or formerly has been a client" 0 Finally, I do not think it is material to your questionnaire but mention it in the interest of full disclosure, one of our clients is litigating against Hyatt and several of our employees have been subpoenaed. Additionally, we have filed a Motion for Protective Order against Hyatt in connection therewith. YO~rs trul~/,/ Ai' --h" . rd/ ~~. //~161~ /~~f-- / ; 0". / ! ~. Michael :Meyer" ! Vice President cc: H. Mavrogenes A. Tachmes Tishman Hotel Corporation 666 Fifth Avenue, New York, NY 10103-0256 (212) 399-3600 Fax (212) 262-0037 SECOND DISCLOSURE QUESTIONNAIRE RESPONSE Present Tishman Relationships: No additions Past Tishman Relationships: Patriot American Past Staff Relationships: Tom Hewitt John Kelly Phil Keb Boaz Asbel Mark Yanofsky Are on our mailing list for hotel brokerage assignments Charlie Cocotas worked with Tom while at Sheraton-4Tom 1977-1982. Charlie Cocotas worked with a John Kelly formerly with Sheraton. Charlie Cocotas, as an Engineer for Lehr Associates, worked with Phil when he was at Hyatt. Was a classmate of Barry Bloom at Cornell Hotel School Was a classmate of Michael Meyer at Harvard Business School. Prior to working with Hyatt, while running his own company, was retained by the Port Authority of New York and New Jersey, Mr. Meyer's former employer. FOLLO\V UP DISCLOSURE QUEST IONNAIRE Name: Tishman Hotel Corporation F or purposes of this disclosure questionnaire, the following detinitions apply "Business Entity" is defined as any corporation, partnership, limited partnership, limited liability company, limited liability partnership, sole proprietorship, firm, enterprise, franchise, association, or trust, whether fictitiously named or not, or any other form of entity. "You" and "Your" refer to Tishman Hotel Corpcration. l. Do You, individually or in connection with any Business Entity, directly or indirectly, have any interest in any Business Entity Ii~jted on Exhibit "An or a relationship or association with any person or Business Entity listed on Exhibit "A"'> If so, list the person or Business Entity and describe Your association or interes::. 2 Have You, individually or in connectic,n with any Business Entity, directly or indirectly, ever had any interest in any Business Entity listed on Exhibit "A" or a relationship or association with any person or Business Entity listed (In Exhibit "A"? If so, list the person or Business Entity and describe Your association or interest. I certify that the foregoing answers to this disclosure ql:iestionnaire are true and correct to the best of my knowledge and belief. By: ~~ L" ~"H~4J Print Name and Title Jj~ /1' Dat,~ ~.\ill:t\,"~oi.(' ;)i."t\::t'1.;J~,.;L;)dcsr :h'