244-96 RDA
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 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 Mrican-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 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:
R~~~' ~.~
SECRETARY
FORM APPROVED
REDEVELOPMENT AGENCY
By G~El
Date ~~~
AlT\kw
f:latlo\taca\resosltishaah.rda
2
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.
MIami Bach
Redevelopment Agency
1700 Convention Center Drive
MiamlSeach, FlorIda 3313.
TeI.phone: (305) .7~71'3
Fax: (305) .7~m2
~.
REDEVELOPMENT AGENCY MEMORANDUM NO. 96-19
DATE:
May 15, 1996
FROM:
Chairman and Members of the Board
of the Redevelopment Agency
Jose Garcia-Pedrosa ~
Executive Direct~ Ir-
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING AND DIRECI1NG
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
TO:
. SUBJECT:
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING AND DIRECI1NG
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
ADMIl\aSTRA TION 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 BeachIRDA is due
to expire at the end of May, 1996. Throughout the course of the contract, Tishman bas 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()tJ11i OOI~
~evel()pment [)lstr1ct
CIn' Cl:~~
~evel()pment [)istf1ct
AGEN)A ITFM 2-C
May 15, 1996
· -<Ll
~~
Upon the tennination of negotiations with the HCF Group, Tisbman 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 City/RDA should retain the services ofTisbman 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 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,
Lehr, McGovern, Bovis and recommendations by Tishman to the City concerning the
validity of that price.
ao
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/~b
Attachments
31.
(~
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CI1Y 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
FORM APPROViD
LEGAL D PT.
ATTEST:
RoLu.t\ p~
CLERK
By
AIT\kw
f:\ano\tacalrcsos\lishaah.rca
Date
2
CITY OF MIAMI BEACH
CITY HAlL 1700 CONVENTION CENTER DRIVE MlAMI BEACH FlOfUOA 33139
COMMISSION MEMORANDUM NO.~
TO:
Mayor Seymour Gelber ad
Memben 01 the C1t)' Com......
DATE: May 15, 1996
SUBJECf: F THE MAYOR AND CITY COMMISSION OF THE
CITY OF BEACH, FLORIDA AUTHORIZING AND DIRECTING
THE MAYOR AND CITY CLERK TO EXECUTE THE ATTACHED
AGREEMENT WITH T1SHMAN HOTEL CORPORATION, PERTAINING
TO THE LOEWS MIAMI BEACH HOTEL PROJECT AND A PUBLIC
PARKING GARAGE
FROM: Joee Carda-Peel....
CIty Ma....
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 T1SHMAN 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 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 G,
DAn~
BACKGROUND:
The existing contract between TlShm6ll Hotel Corporation and the City of Miami Beach is due to
expire at the end of May, 1996. Throughout the course of the contraCt, llShman bas played a
crucial role in negotiating the Letter of Intent with Loews, reaching imminent clo$\Ue on the
execution of a development agreement with Loews and facilitating negotiations with the HeF
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
construction, 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.
Tbe 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 CitylRDA 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 closme 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 5126 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
Tisbman 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
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 "RDA/City"); 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
RDA/City and shall negotiate all agreements on behalf, at the direction and to the satisfaction of the
RDA/City, 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 RDA/City 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 RDA/City staff meetings,
e)
advising the RDA/City on all aspects of the design development phases of the
Project,
t) assisting the RDA/City in the negotiation of the development, ground lease
and all other agreements and letters of intent relating to the Project,
g) advising the RDA/City with regard to the obtaining of necessary
governmental approvals and permits by the developer,
h) assisting the RDA/City with regard to matters of bond financing,
i) advising the RDA/City 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 RDA/City, assisting the RDA/City 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 RDA/City 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 RDA/City 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 RDA/City 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 Noll 00
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 Noll 00 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.
11. 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 same 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. PERMITTED ASSIGNEES.
This Agreement is binding upon and inures to the benefit of permitted
assignees, consistent with Section 11 "Assignment" above.
13. EXCLUSIVE ARBITRATION AND/OR LITIGATION 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
Tishman, 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 RDA/City 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 RDA/City desires to enter into this Agreement only if in so doing the
RDA/City can place a limit on the RDA/City'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 noll 00 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 RDA/City
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
RDA/City 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 RDA/City and all of the
following criteria are present: (a) Tishman seeks indemnification from the RDA/City 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.
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
By:
R 0 ~~ PCtA-ck
By:
FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COUNSEL
By _() ~/
Date _vf~~
ATTEST:
Robert Parcher, Secretary
.
Date: -5.12.31 ({;,...>
Da
6
FOR CITY OF MIAMI BEACH:
CITY OF MIAMI BEACH
ATTEST:
By:
_Ro lu} f ~~
Robert Parcher, City Clerk
By:
" , ppnrv' ')
rCVr. 1\ I'\. Lv......
FOR TISHMAN:
LEGAL DEPT.
Date: r)I;j,~\(11o By ~
Date :#''1/76
TISHMAN HOTEL CORPORATION
Date: 5}2.3/ (f~'
ATTEST:
By: ~l r'~ By: ~~.
. (,,~~~
ecretary
p(\f SId e", ~
Title
kit ~ ~e"l ko/-ouft 17, () 111. c..S /k~,'
Print Name Print Name
Date: ,'/kJ /7 t Date: :;-/2iJ 17 C
AfI\kw
f:\attoltacalagreemntltish5 I 5.aah
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.
Yours trut.rYl' // ~/??:!/
7pf;t~ 7f7t--
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 Tishman Relationships:
Arquitectonica
Nations Bank - William Bullen
GE Capital Investment Advisors
Past Tishman Relationships:
Alexander and Alexander
Ernst & Y oungl
Kenneth Laventhal
Chase Burnt
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.
DISCLOSURE QUESTIONNAIRE
Name:
Tishman 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.
I. 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 CORPORA nON
By sl{~~
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Corporation
April 30, 1996
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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 staff have 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".
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.
Yours truly,....:,/ ./" 4/~i/
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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 OUESTIONNAIRE 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-from
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 QUESTIONNAIRE
Name:
Tishman 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 Corpcration.
1. Do You, individually or in connection with any Business Entity, directly or
indirectly, have any interest in any Business Entity li~;ted 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 interesL
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 ql:lestionnaire are true and correct to
the best of my knowledge and belief.
By:
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Print Name and Title
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