199-95 RDA
RESOLUTION NO.
199-95
THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH
REDEVELOPMENT AGENCY AUTHORIZE THE CHAIRMAN
AND SECRETARY TO EXECUTE THE ATTACHED
ADDENDUM TO THE AGREEMENT BETWEEN THE MIAMI
BEACH REDEVELOPMENT AGENCY AND TISHMAN
HOTEL CORPORATION.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") and Tishman
Hotel Corporation (Tishman") executed that certain agreement ("Agreement'), dated as of
October 20, 1994, pursuant to which Tishman was hired by the Agency to provide certain
financial and consulting services to the Agency regarding the convention center hotel
projects; and
WHEREAS, the Agreement will expire on April 18, 1995; and
WHEREAS, the Agency continues to require the use of Tishman's services pursuant
to the Agreement in order to continue to meet the objective of the development of two (2)
convention center hotels.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY that the Chairman and
Secretary are authorized to execute the attached Addendum to the Agreement between
the Miami Beach Redevelopment Agency and Tishman Hotel Corporation.
PASSED and ADOPTED this 19th d?yof
!
April
,1995.
ATTEST:
FORM APPROVED
REDEVELOPM AGENCY
GENE C NSEl ~ -I
By ~
Date f II 'j,/(f&-
~a~ f"~
S CRETARY
C:\WPWIN60\PIA \reso\HOTEL3.RES
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305)673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO.
95-27
TO:
CHAIRMAN AND MEMBERS OF THE BOARD
OF THE REDEVELOPMENT AGENCY
.~
LAURENCE FEINGOLD
AGENCY COUNSEL
FROM:
ROGER M. CARLTON
EXECUTIVE DIRECTOR
RE:
A RESOLUTION OF THE REDEVELOPMENT AGENCY AUTHORIZING THE
CHAIRMAN AND SECRETARY TO EXECUTE AN ADDENDUM TO THE
CONTRACT BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY AND
THE TISBMAN HOTEL CORPORATION FOR HOTEL NEGOTIATION
SERVICES, EXTENDING SAID CONTRACT FOR ONE MONTH AT
PREVIOUSLY AGREED UPON COMPENSATION RATES
DATE:
APRIL 19, 1995
ADMINISTRATION RECOMMENDATION:
It is recommended that the Redevelopment Agency Board approve an
extension of the term of the contract between Tishman Hotel'
Corporation and the Redevelopment Agency for a one month period at
previously agreed upon compensation rates.
BACKGROUND:
On October 5, 1994, the Redevelopment Agency approved a six-month
contract with Tishman Hotel Corp. for negotiation services for the
Loews and HCF negotiations. The contract set up a six month time
frame with provisions to extend the contract by addendum with
Agency approval. That contract expires April 18, 1995.
S()UTIi I)()I~
~evel()pment [)lstr1~t
1
Crn' Cl:~l?
l?edevel()pment [)IUI1~t
AGENDA ITEM 2-F
April 19, 1995
ANALYSIS:
The Tishman Hotel Corporation has performed in an exemplary manner
and is nearing closure on the Letter of Intent (L.O.I.) between the
City/Agency and Loews.
The HCF negotiations,
Sheraton I s withdrawal.
March 15, 1995 meeting.
however, have experienced delays, with
An extension was granted to HCF at the
The current Tishman contract allows for a diminishing monthly fee
paid to them beyond the six month time frame with a 15% reduction
per month.
Assuming a Letter of Intent signed May 3, 1995, it is presently
anticipated that development agreements can be considered by the
Redevelopment Agency and City Commission between December 1995 and
January 1996.
Upon signing the final agreements, construction is expected to
begin quickly thereafter. At such time, the Agency and City will
require extensive owner representative services to protect the
Agency and City's interest during the construction period.
The schedule for the African American
after the Administration analyzes
performance points in their extension.
Hotel will be more evident
HCF's responses to the
For purposes of this contract, an extension of time is recommended
to May 18, 1995 (approximately one month), in order for the
chairman of the negotiating team, the Administration and the City
Attorney to negotiate a future extension of their contract that can
effectively deal with the emerging time line of the Loews
Development Agreement and the revised time line of the African
American Hotel.
The City has paid $277,009.10 to the Tishman Hotel Corporation for
the contract to date including all expenses. The final billing of
approximately $53,666.65 has not yet been received.
Under the present contract terms, the one month extension will be
for a 15% reduction, or $45,616.65.
2
CONCLUSION:
The Redevelopment Agency Board should approve a one month extension
of the existing contract with Tishman Hotel Corporation for
negotiation services related to the Loews and HCF hotel contracts.
RMC:jph
3
RESOLUTION NO.
95-21558
THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA RATIFY THE ACTIONS OF
THE CHAIRMAN AND SECRETARY OF THE MIAMI BEACH
REDEVELOPMENT AGENCY IN EXECUTING THE
ATTACHED ADDENDUM TO THE AGREEMENT BETWEEN
THE MIAMI BEACH REDEVELOPMENT AGENCY AND
TISHMAN HOTEL CORPORATION.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") and Tishman
Hotel Corporation (Tishman") executed that certain agreement ("Agreement'), dated as of
October 20, 1994, pursuant to which Tishman was hired by the Agency to provide certain
financial and consulting services to the Agency regarding the convention center hotel
projects; and
WHEREAS, the Agreement will expire on April 18, 1995; and
WHEREAS, the Agency continues to require the use of Tishman's services pursuant
to the Agreement in order to continue to meet the objective of the development of two (2)
convention center hotels.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the actions of the
Chairman and Secretary in executing the attached Addendum to the Agreement between
the Miami Beach Redevelopment Agency and Tishman Hotel Corporation are ratified.
PASSED and ADOPTED this
ATTEST:
~~~/ ~^-
CITY CLERK
C :\WPWIN60'PIA 'ieso\HOTEL4.RES
By
Date
-
CITY OF
MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO.
3?'S-Q ~
TO:
Mayor Seymour Gelber and
Members of the City Comm.
DATE: Ap:r:il 19, 1995
FROM:
Roger M. Carlton .
City Manager
Laurence Fei~gOl ~
City Attorne
~~
SUBJECT:
A RESOLUTION OF THE CITY COMMISSION RATIFYING THE
REDEVELOPMENT AGENCY'S ACTION TO EXECUTE AN ADDENDUM TO
THE CONTRACT BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY
AND THE TISHMAN HOTEL CORPORATION FOR HOTEL NEGOTIATION
SERVICES, EXTENDING SAID CONTRACT FOR ONE MONTH AT
PREVIOUSLY AGREED UPON COMPENSATION RATE
ADMINISTRATION RECOMMENDATION:
It is recommended that the City Commission ratify the Redevelopment
Agency's action to approve an extension of the term of the contract
between Tishman Hotel Corporation and the Redevelopment Agency of
Miami Beach for a one month period at previously agreed upon
compensation rates.
BACKGROUND:
On October 5, 1994, the Redevelopment Agency approved a six-month
contract with Tishman Hotel Corp. for negotiation services for the
Loews and HCF negotiations. The contract set up a six month time
frame with provisions to extend the contract by addendum with
Agency approval. That contract expires April 18, 1995.
ANALYSIS:
The Tishman Hotel Corporation has performed in an exemplary manner
and is nearing closure on the Letter of Intent (L.O.I.) between the
City/Agency and Loews.
1
AGENDA ITEM
R-1-~
1-/-19-95
DATE
The HCF negotiations,
Sheraton's withdrawal.
March 15, 1995 meeting.
however, have experienced delays, with
An extension was granted to HCF at the
The current Tishman contract allows for a diminishing monthly fee
paid to them beyond the six month time frame with a 15% reduction
per month.
Assuming a Letter of Intent signed May 3, 1995, it is presently
anticipated that development agreements can be considered by the
Redevelopment Agency and City Commission between December 1995 and
January 1996.
Upon signing the final agreements, construction is expected to
begin quickly thereafter. At such time, the Agency will require
extensive owner representative services to protect the Agency and
City'S interest during the construction period.
The schedule for the African American
after the Administration analyzes
performance points in their extension.
Hotel will be more evident
HCF's responses to the
For purposes of this contract, an extension of time is recommended
to May 18, 1995 (approximatley one month), in order for the
chairman of the negotiating team, the Administration and the City
Attorney to negotiate a future extension of their contract that can
effectively deal with the emerging time line of the Loews
Development Agreement and the revised time line of the African
American Hotel.
The City has paid $277,009.10 to the Tishman Hotel Corporation for
the contract to date including all expenses. The final billing of
approximately $53,666.65 has not yet been received.
Under the present contract terms, the one month extension will be
for a 15% reduction, or $45,616.65.
CONCLUSION:
The City Commission should ratify the Redevelopment Agency's action
to approve a one month extension of the existing contract with
Tishman Hotel Corporation for negotiation services related to the
Loews and HCF hotel contracts.
RMC: jph
2
ADDENDUM TO AGREEMENT DATED AS OF OCTOBER
20, 1994 BETWEEN THE MIAMI BEACH REDEVELOPMENT
AGENCY AND TISHMAN HOTEL CORPORATION
This is an Addendum, dated as of the 19th day of April, 1995, to that certain
agreement (the "Agreement"), dated as of October 20, 1994, a copy of which is attached
hereto as Exhibit "A", by and between the Miami Beach Redevelopment Agency ("Agency")
and Tishman Hotel Corporation ("Tishman").
WHEREAS, the Agency and Tishman executed the Agreement, pursuant to which
Tishman was hired to provide to the Agency certain financial and consulting services
regarding the convention center hotel projects; and
WHEREAS, the Agreement expired on April 18, 1995; and
WHEREAS, the Agency would like to continue to use Tishman's services pursuant
to the Agreement in order to continue to meet the objective of the development of two (2)
convention center hotels on Miami Beach; and
WHEREAS, Tishman would like to continue to render those services to the Agency.
NOW, THEREFORE, in exchange for the mutual promises contained herein and
other good and valuable consideration, the receipt and adequacy of which are hereby
conclusively acknowledged, the parties agree as follows:
1. ABOVE STATEMENTS. The above statements are true and correct.
2. TERM. The term of the Agreement is extended for one additional month,
beginning April 19, 1995 and expiring on May 18, 1995.
3. COMPENSATION. Pursuant to Section 4 of the Agreement, Tishman's fee
for this additional month is $45,616.65, which is equal to the fee paid to Tishman for
services rendered during the sixth month of the Agreement, minus fifteen percent (15%)
of that fee.
4. OTHER PROVISIONS. Except as supplemented by this Addendum, the
Agreement remains in full force and effect.
WITNESS our hands and seals as of the date first entered above.
/,,,,,
ENT AGENCY
~
MIAMkaEACH REDEVEL
/
;/
ee
"
ATTEST:
1:%'E~ f~J$.v--
DATE 1~,<'
MAN
51?/,~
TISHMAN HOTEL CORPORATION
~
~~
DATE 1"2S;?- };s"
(
.~~~"
TITLE fl~r;.1 e...-
DATE: ~{'(:?-2; ,I)I?
c:\wpwin60\pia\resos\hotel.4
Date
i/IY (/~6
2
AGREEMENT BY AND BETWEEN
TBEREDEVELOPMENTAGENCY
OF THE CITY OF MIAMI BEACH, FWRlDA
AND
TISHMAN HOTEL CORPORA nON
THIS AGREEMENT ( the" Agreement") is dated as of October l.Q.-, 1994 and is
by and between the REDEVEWPMENT AGENCY OF THE crn OF MIAMI BEACH.
FLORIDA ("RDAtt) and TISHMAN HOTEL CORPORATION, a Florida corporation
("Tishmantt).
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 negotiate all agreements on behalf, at the direction and to the
satisfaction of the RDA, and act as development consultant to the RDA, with regard to the Loews
Hotels, Inc. I Forest City Ratner Companies Hotel project and the HCF Group, Inc.flTT Sheraton
Corporation Hotel project (collectively, the "Projects"), both Projects to be located in Miami Beach,
Florida. The services mentioned in the preceding sentence to be perfonned by Tishman include, but
are not limited to, negotiating with the hotel developers, advising the RDA on all financial and
development aspects of the Projects, performing due diligence to verify projections and estimates
by the hotel developers, and attending RDA Board and RDA staff meetings.
It is the intent of this Agreement that negotiations shall culminate in
agreements satisfactory to the RDA as to both of the Projects. Time is of the essence as it is the
intent herein to conclude the agreements within the time frames reflected in this Agreement.
2. COMMUNICATIONS.
The Chainnan, Executive Director and General Counsel of the RDA each will
appoint a single point person to whom Tishman will report. The RDA will appoint a citizen to whom
Tishman will report. From time to time, Tishman will report to and/or meet with the full RDA Board.
EXHIBIT IIAII
3. TERM.
The term of this Agreement is six (6) months from the date of this Agreement.
Ifmore than six (6) months are necessary to complete negotiations with regard to either or both of
the Projects, the RDA Board. upon the recommendation of the Executive Director and General
Counsel, will decide whether or not to extend the tenn of this Agreement.
4. COMPENSATION.
Tislunan's fee for the initial six (6) months of this Agreement shall be a lump
sum of $322,000.00, payable by the RDA in equal monthly installments of$53,666.67, except for the
payment for the sixth month which shall he in the amount of$53,666.65. The first ofthese monthly
installments will be due seven (7) days after the date this Agreement is signed by the RDA or
Tishman. whichever signs later, and subsequent monthly payments will be due thirty (30) days after
the date of the prior month's payment. The RDA shall also reimburse Tishman for its out-of-pocket
costs, in accordance with the RDA's travel procedures, upon presentation of bills by Tishman.
Tishman shall review the RDA's travel procedures prior to incurring any such costs.
If the RDA Board decides to extend the term of this Agreement beyond the
initial six (6) months, the monthly fee for each of the following months, up to six (6) months, will be
the fee paid the prior month minus 15% of that fee.
5. TERMINATION.
The RDA 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's termination letter, plus four (4) weeks. This Section 5 (Termination) shall not
apply in the case in which the RDA terminates this Agreement because Tishman has defaulted under
the tenns of this Agreement.
6. 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, or
makes an assignment for the benefit of creditors.
7. CONFLICTS OF INTEREST.
Tishman agrees that neither it nor any entity which has "Common
Ownership" (as defined below) with Tishman witt 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,
create a conflict of interest on the part of Tishman with regard to its obligations under this
2
Agreement As used in this Agreemen~ 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 who shall render an opinion subject to
acceptance by the RDA Board.
8. 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 either
of the Projects except on behalf of or as a consultant to the RDA.
9. CONTRACTUAL AND/OR BUSINESS RELATIONSHIPS.
(a) Except for any contractual and/or business relationships that Tislunan currently
maintains, which contracts and/or relationships Tishman has already disclosed to the City of Miami
Beach (the "City") in its response to the City's disclosure questionnaire (the "Questionnaire") dated
September 26, 1994, Tishman agrees that neither it nor any entity which has Common Ownership
with Tishman will enter into any contractual and/or business relatioI!.ships with Loews Hotels, Inc.,
Forest City Ratner Companies and/or HCF Group, Inc. for a period of'"eighteen (18) months from the
date of this Agreement Without the prior written consenfofthe RDA. A copy.ofthe completed
Questionnaire is attached hereto as Exhibit" A."
(b) In response to the Questionnaire, Tishman has disclosed, among other things,
all contractual and/or business relationships it currently maintains with ITT Sheraton Corporation.
If Tishman or any entity which has Common Ownership with Tishman enters into any other
contractual and/or business relationships with ITT Sheraton Corporation, Tishman wilt disclose to
the General Counsel such contract and/or relationship and the RDA, in its sole discretion, wilt decide
whether to tenninate this Agreement pursuant to Section 5 (Tennination) and/or take any other
action.
10. LEAD NEGOTIATOR.
Michael B. Meyer will be the lead negotiator for Tishman with regard to the
Projects. Tishman will not substitute any other person in place of Meyer as lead negotiator without
the RDA's prior written consent.
11. 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.
3
12. NO ASSIGNMENT.
Tishman shall not assign, tranSfer or su1xontract this Agreement, any portion
of this Agreement or any work under this Agreement without the prior written consent of the RDA.
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.
This document, including the completed Questionnaire, 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 is hereby incorporated into this Agreement.
15. NO MODIFICATION.
No change in the tenns of this Agreement shall be valid unless made in writing.
sign~ by both parties h~reto, and appro.ved by the RDA Bo~d.
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 desires to enter into this Agreement only uin so doing the RDA can
place a limit on the RDA's and the City's liability for any cause of action for money damages due to
an alleged breach by the RDA of this Agreement, so that its liability for any such breach never
exceeds the sum of Three Hundred and Twenty-Two Thousand and no/l00 Dol1ars ($322,000.00).
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 hereby agree that the RDA
and the City shall not be liable to Tishman for damages in an amount in excess of $322,000.00, which
amount shall be reduced by the amount actually paid by the RDA to Tishman pursuant to this
Agreement, for any action or claim for breach of contract arising out of the performance or non-
perfonnance 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
4
Liability) shall not apply where Tislunan seeks indemnification from the RDA and all of the following
criteria are present: (a) Tislunan seeks indemnification from the RDA for losses suffered by Tishman
as a result of a lawsuit filed by a third party against Tishman relating to the Projects, (b) Tishman
acted at the direction of the RDA. (c) Tishrnan was not negligent or grossly negligent, and (d)
Tishrnan 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's and the City's liability as set forth in Florida Statutes, Section
768.28.
20. ARBITRATION.
Any controversy or claim arising out of or relating to this Agreement, or the
breach hereof: shall be settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association (the "Rules"), and the arbitration award shall be final and
binding upon the parties hereto and subject to no appeal, except as provided in the Rules, and shall
deal with the question of the costs of arbitration and all matters related thereto. In that regard, the
parties shall mutually select one arbitrator, but to the extent the parties cannot agree upon the
ar\1itrator, then the American Arbitration Association shall appoint one. Judgment upon the award
rendered may be entered into any court .having jurisdiction, or application may be made to such court
for an order of enforcement.
21. 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.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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 TrEST:
By~L~
Secretary
,.,
1'(c.~AR.l) e. 'Btq,wN
Print Name
Date: \ 0/ t.l \l\~
Seymour Gelber
Print Name
Date: ~
FOR TISHMAN:
TISBMAN HOTEL CORPORATION
A TrEST:
.
By ~ ~:r~
Secretary
~.I~'
By:
Executive Vice President
Title
Kathleen E. Kotoun
Print Name
Thomas Arasi
Print Name
Date: Del . k> ,11'1 '/
.
Date: ~qlf
c:\wpwin6O'wpdoca~d2
FORM APPROVED
REDEVELOP AGENCY~
GENE NSEL \ ~. /;?~
By\. '&rJI?-.-IL/ V ~
'0.- \g-q~
Date -
6
OFFICE Of THE CITY ATTORNEY
JRENCE FEINGOLD
CITY ATTORNEY
rdity rI JI{Iami 7Jmth
, L 0" D A
-.
~
POBOX 0
MIAMI BEACH. FL~IOA 33".2032
TELEPHONE (305) '73-WO
TELECOPY (305) '73-7002
September 26, 1994
Mr. Tom Arasi
Tishman Hotel Corporation
666 Fifth Avenue
38th F100r
New Yo~ NY 10103-0256
RE: DISCLOSURE QUESTIONNAIRE
Dear Tom:
M you know, the Miami Beach City Commission has selected Tis1unarl Hotel Corporation
("Tbhman") to act as tinancia1 negotiator with regard to the hotel projects. subject to negotiating an
acceptable fee and resolution or any conflict of interest issues.
In order to ensure thai Tishman does not have any actUal or perceived conflicts of interest
with any individual or entity invoNed in the process. and to fUrther insure fuD and complete disclosure
regarding this project, we are asking Tistunan to complete the attacl>ed Disclosure Questionnaire.
My ollice has compilecl a list of aU individuals and entities whose names appear in and who are
associated with the LocwI and SberatOll proposals. 11latlist is attacl>ed hereto as ExIu"bit " A."
For puIllO'OS of this Disc;losure QuestiolUl&ire. the foDowing definitions apply:
.Relative. is defined as any father, mother, son, daughter,1>>J>bancI, wife, father-in-law,
mother-in-law, son-in-law, daughter-in-law, brother-in-law , sister-in-law, brother , sister, uncle, aunt.
first cousin, nephew, niece, step-mother, step-father, step-son, step-daughter, step-brother, step-
sister. half-brother or balf-sister.
.Business entity' is defined as any corporation, partnership, limited partnership,
proprietorship, firm. enterprise. 6"anchise. association, self-employed individual, or trust. whether
fictitiously named or no~ or any other form or entity.
1700 CONVENTION CENTER DRive - FOURTH FLOOR - MIAMI BEACH. FLORIDA 33139
Mr. Tom Arasi
nshman Hotel Corporation
Pase 2
September 26, 1994
.V ou. and .your. refer to Tishman Hotel Corporation and aU of its principals and
sharebolders. as well as all employees of TIstunsn Hotd Corporation wllo will be wooong on thil
project.
Please complete the attlched Disclosure Questionnaire and re\Um it to the City Attorney's
Office. If you have any questions, please contact me at (305) 613-1410.
Very trulY, yolio. . -
,. / - ,'.)
. / . ..
~~~IN~~
City Attorney
AIT /ks
cc: Roger M. Carlton
City Manager
Harry Mavrogenes
Asst. City Manager
(~26.1r)
.
1700 CONVENTION CENTER DRIVE - FOURTH FLOOR - MIAMI BEACH. FLORIDA 33139
I. Have you, individually or in coMe<lion with lilY business entity. bee<> dire<tly or
in<\inIc:lIy wocla1ed willt any penon or ~ enlity or had any interest in any business etltity fisted
in Exhibit 'A '1 If so. list the individual or business entity and descn"be your association or interest.
Yes, please see the attached letter from Linda
Christensen, dated october 3, 1994.
2. Have lilY of you< relatives. individually or in connection with lilY business entity, been
directly or indirectly associated with any person or business entity or had any interest in lilY business
etltity fisted in ExIu'bit' A'1 If so, list the individual or business entity lIId descn"be their association
or~. ..'.
No.
), Descn"be any relationship you or your relatives have, or had in the past, with any of
the foUowing individuals:
Mayor Seymour QetbeC
eonunissioner Sy Eisenberl
Conunissioner Susan Qottlieb
Commissioner Neisen Kasdin
Commissioner Nancy Liebman
Commissioner David pearlson
Commissioner Martin Shapiro
City Manager Roger Carlton
Assistant City Managers
Mayra Buttacavoli
Harry Mavrogenet
Dean Miet1ce
Joe Pinon
City Attorney Laurence Feingold
Chief Deputy City Attorney John Dettagloria
Assistant City Attorneys
Valencia Abner
Raul J. Aguila
Martha Diu
Yolanda Qasalla
Rebecca Henderson
Ke1li V. Myen
Jean Olin
Donald M. Papy
Sheri J. Sack
sandra W. Schneider
Alexander I. Tacbmes
Debora J. Turner
Judith L. Weinstein
None.
4. List erry other infonnation which may be rdevanllO an actual or perceived conlli<:t ofinlerest.
None.
x &/~.
Executive Vice president, Finance and Development
Tishman Hotel corporation
$to Morita Bold Corp.
Locw1 Bot..18C.
Ilobert J. HOUIft\I8
Jonathan M. 11tcIa
PrestOG tlobert Td
Jack S. A4'M
Ow'otte St. Mattia
1CarcG JorcSaa
Mare shapiro
Marda IWbia
ArrdreYi Myu1
Thomas Smith
ltelaine ArOnson W'1nCf
}{any Talbot
Vmceot l)unl~vy
Sbca1& tloblnsoG
Alan Rose
Marian Succoso
It A. J{artn1&ft
John Tbaeker
shecrie Lavecoci
Mich&d fre.ncb .
Laurenc.e A. Tisch
CharleS 8. BenensoG
John BrcdemU
Bccnatd MyenoG
Edward J. Noba
Lester PoDd
(j\oria Jl. SooU
ADMCW H. Titda
James $. T'aJCb
Kenneth Abr&mI
Gary W. 0ar108
Ilobcrt J. ~
BarrY Hinda
Habat c. HoGDla
John J. Kcoay
Ouy A. It..
lobo O. MaIDo
Stuart 8. OpotOwskJ
JtkhanI E. pi1uJo
Roy E. PosnCf
Dennis Smith
CN'" losuraDce
DeaDII Cboobszlaa
LorUlant Tobacco ColDpU1
B.toya Corp.
l)tamoad M-Odeeo DriDl"l- lac.
Robett 1t.oM
-
~
EXHIBIT -A-
romt oCJ
s~ It MiD<<
Nathan Sbaha
AJbcrt 8. lalI*
C1\Ir1eI A. aatner
~ A.laU*
Tbom&I o. Smith
O\DCI A.B. Studt<<
WiJRuD M. W&1TC18
Al1an C. ICNtak
D. ~oa McCoWD
Minta A. MoncbciD
Lawreft08 rlShmln
WarTtft It ()nuteift
Ctw1et L Pitc.ock
Scott S. CoWCG
JetTY V. JarreU
Brian J. btn<<
Jamca A. J,atftCf
Max JWner
Harry O. Schloss. Jr.
Nathan SbahD
J Maurice Swcheft
Fomt OtJ East Coult be.
Fomt Ci17 Laad Divlstoa-SuDrUe Land CompID1
Il~ F. MoncheiD
Si1vct Lakes
scvea Bridae'
Ethan's 0feeD
Surnrit hit
Stone Rivet and SbaWYtf
rorttt CIt7 Rtatll Properties Co....
Abc GcIb<<
rorat Clt1 z.ttrprbctt be.
Forest 017 Jtakkatlal DevdoplDeet, 1JtC.
ForaI CII1 JlaUCC c.rporatJoe
0iIIeI A. 8. $tucker
rorttt CIt1 Tracftal Group, Iae.
Mi1ID Sto)'IDOY
rorttt 0t1 ColO.-udal Coautnactloa COlOpID1,1De.
(j\eft MoenIda
Forttt CIt1 ~eat, IHo
Abc Gdber
MaJt A. JtaocSal
Jack Jl ~
rorat 017 rropatkt corporatloa
Stewe P. AIbcft
FOrell CitJ Rataer COlI\p'.'
BNCC )t..atMl'
Max )t..atner
Paul Travis
James )t..alner
WiUi&m WaDace IV
ICcWa Mc:CaM
fJ)bcrt ~
fJ)bcrt Sanna
John NocriI
MkhMI D. Daly
Satmel Mil1ct
Albert bln<<
Banken Tnaat CompaQ1
Ovry Qasnbronl
Bruce Habt.
Gruabq Traurta
Marvin '-osee
CAatu ROODq CODStructlon COI1lP.Q1
DtCrl COD.truedo.
McDevitt Street Bovlt
Mone Diesel
z~~ be.
Bernard ZyscoYidl. Architect
Savlao a MiDtt Dettp StlId1e
Barry Miller
Wlltoa A AJIOdatet. hterlor Dtttp
Trisba WDsoe
~
IlIDanI ColdultaAtI
JtaDdaD HiJIiarcI
NBS (Nk'o1I BI'OIda Saadoval a Assodates. be-)
JobD" NkhoIt
BNce srotda
0rea0rY SandoVll
Andree Oft
AJIttI Jadaway
Jose suarez
IbIpb Epkw
Codl.. Devdopmeat Corp.
,\mW\do Codina
JobDJO. a JIlaIDI
Joseph Sharkey
SH~KA IVi'
ne SCf Group, lac.
Marvin HoDowa,
'etef Calia
Euaene ford. Jf.
Jcny BaDa1
BotpltalltJ VaI..doa Scn'lcct
'Ibomas O'Neil
MicNel aosenbtaU
rrr Sheratoa Corp.
David Proch-Wilson
rrr Corp.
Sbuatoa Operatlnl Corp.
Sbuatoa rraDdabe Corporatloa
Sbuato.ID....1Ac.
Sbuatoa Sultct
Steiner a AssoCiates. lac.
Varomir Ste1net
Patricia CurrY
Banque Bouse
John Guad
Michael Maxwell
John POllet
Alan pareira
~
VOA Assodatet. lac.
Marc Van Stcen1andt
caMn H. peck
'Jbeodore Q. fay
ttobb w. Chapba
Lane ,ctdp'cW Wood Karp
Jt~ Jtarp
Zae" B.--... 'OIIce. 'heW, Ke.. A GiJk:tp1e. , .A.
.
MeDevl" Strtd Bovls,lDc.
Mdrk Conatnado.... IDc.
Tunatl' CoDJtnJctIoa Compa.,
Rola1 rat. Botti
Art1u S. Unaet
Sborcuat BoCCI
eyrusMek
Hef Corporate Audtta,
Paul Lambert
Tishman
Hotel
Corporation
October 3. 1994
Laurence Feinsold. Esq.
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach. Florida 33139
Ile: Miami Beach Convention Center Project
Dear Mr. Feingold:
As General Counsel ofTisbroan Hotel Corporation, I have been asked to determine
wbetber any c:onOict of interest or potential c:onOict of interest exists be\weeD Tisbroan Hotd
Corporation ("'Tisbroan") and any of the parties involved in the Miami Beach Convention Center
Project (the "Project"). After having reviewed our records and discussed several associations
wbic:b we bave had with several of the entities involved in the Project. it is my opinion that there
is no existing conl\iet of interest or any real potential for substantive conl\iet of interest between
Tistunan and any of the entities involved in the Project.
As you know. the developer which has been chosen for development of the Project is a
joiDt venture composed ofLoewS Hotel, Inc. (or an aIli1iate) ["l.oews") and forest City Ratner
eompanies (or an afti6ate) ["fCR"). The City of Miami Beach bas also selected HCf Group,
Inc. to develOP an Afro-American owned hotel to serve the Convention Center which wiD be
managed by In Sheraton Corporation ("Sheraton'. It is our understanding that Wilson '"
Associates and Johnson '" Higgins wiD also be involved with the Project in some nwmet. We
bave bad some involvement with each of these parties other than HCf Group, tne. Our contad
with these parties has been limited to the foUowing:
I. wUson" Associates _ TIShman is part of the ownina entity of the Wok Disney World
Dolphin and Swan hot'" which used the services ofWi\soR .. Associates in the desian of these
properties.
2. Johnson" Higgins _ Along with other insurance brokers. Tishman bas used the ..mces of
Johnson &. Higgins in its various business activities.
3. Sheraton _ Tishman has the fonowing involvements witb Sheraton:
L. Tistunan is a ~ iD the owning entity of two hotds managed by Sheraton - the
Walt Disney World Dolphin and the Sheraton Chicago Hotel &. Tower1 .
b. Tistunan represents the Owner ofthe Sheraton Meadowlands in New Jersey as Asset
Managef'.
Tubm.n H010t CO<pO"ri.. 666 Fifth A..nuo. New Yorl<. NY 10103 (2U )39'1.3600 Fu (2t2) 391-1316
. Sheraton is purely botel operator in these hotels and has no ownership position.
c. M put orits negotiated deal to becOme opeRlor of the Hotel, Sheraton made.
working capital loan to the ownership entity oCthe Chicago Sherlton (of which Tishman is part).
This workins capital loan is <urrently expected to be repaid at the end of this y~ aceordingto
the Owne<'s projections and is not an unusual provision in an operating and Management
Agreement.
Since Tishman, in both of its rotes as Owner and Asset Manager for the Walt Disney
World Dolphin,the Chicago Sheraton and the Sheraton Meadowlands. hiS always been in the
position of negotiating for the Owner rather than Sheraton, its negotiations with Sheraton on
behalf of the City of Miami Beach would be no dift'erern. Therefore, I see no real potential for
conflict as a result of these contacts with Sheraton.
d. Tishman IctS in a dift'erent role as Development Manlger and ConstlUction Manager
for a Sheraton-affiliate concerning a project in development in Europe. In this role, Tishman was
retained by the Sheraton.affiliate to represent it in the development and constlUction of this hotel.
Tishman is purely a fee developer for the Sheraton affiliate and has no ownership position in the
hotel. Since this project has not been formally announced by Sheraton, it i. necessary that this
information be retained in confidence. As a result ofTistunan's various roles in the hotel and
construction industries. many times it has been as opposite ends ofthe table with a party whom it
previously represented on a ditl'erent deal. This was the case with Sheraton. In connection with
the Hotel. at which Tis)unaJi was either in Owner or an Asset.Manager, it has been required to .
negotiate aggressively against Sheraton. Sheraton, neverthel.... did not hesitate to retain
Tishman to act as Development ManagerlConstlUction Manager for the Hotel Project in Eastern
Europe which I mentioned above.
4. Forest City Ratner _ In the past. Tishman completed two interiors installations for tenants in
Forest City Ratner-developed buildings.
s. LoewS _rlShman's only past interaction with LoewS occurred when a Tishman entity was
hired by a private Chicago company (Aerie Hotels & Ilesorts. Inc.) II its development consultant.
to perfbnn certain development and pre-<:<>nStlUction services for a convention hotel to be built on
land adjacent to the newly expanded M<Connicl< Place Convernion Center. Among its servic:>eo
fbr Aerie. Tishman's job was to identify several potential hotel ftanchisc orpnizations for
consideration by Aerie-among them \.oeWI. Aerie. JlOl TisJunan. selected LoewS. Thereafter,
Aerie requested thai T"lShman assist in negotiating an affiliation llTangement between LooWl and
Aerie. Tishman's role in connection with negotiating the association agreement involved
negotiating against \.oeWI on Aerie's beha1fto obtain the most favorable anangement for Aerie.
Currently, the Aerie proposal is one of many being considered for selection by the landwner.
After having considered the nature and extern ofTishman's relationships with the above-
referenced entiti...1 do not identify any situation which consti\Ules a conDict of interest for
Tishman in connection with the Project.
If you would like further information with regard to any ohhe above.referenced items,
please fed tree to can me.
Very truly yours.
TlSHMAN HOTEL CORPORA lION
1 '"I
diLL
Linda Christensen
General Counsel
_.
/Ie
RBSOLUTION NO.
175-94
A RESOLUTION OF THE MIAMI BEACH REDBVELOPMENT
AGENCY BOARD OF TUB CITY OF MIAMI BEACH,
FLORIDA, AUTHORIZING THB CHAIRMAN AND THB
SECRETARY TO EXECUTE AN AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY AND TISHMAN HOTEL
CORPORATION FOR CONSULTING SERVICES WITH
REGARD TO THB CONVENTION CENTER HOTEL
PROJECTS.
WHEREAS, the Loews Hotels, Inc./Forest city Ratner Companies
Hotel project and the HCF Group, Inc. fITT Sheraton Corporation
Hotel project (collectively, the "projectsR) contain numerous
complex financial and hospitality issues; and
WHEREAS, on september 22, 1994, the Agency Board voted to hire
Tishman Hotel corporation ("Tishman") to act as consultant to and
negotiator on behalf of the Agency with regard to the Projects; and
WHEREAS, on October 5, 1994, the Agency Board approved a
letter of understanding with Tishman, outlining certain basic terms
of the Agree~ent to hire Tishman; subject to a formal contract
being executed between the Redevelopment Agency and Tishman; and
WHEREAS, the Agency Board, during the October 5, 1994
meeting, stated that certain conflict of interest issues should be
addressed in the contract with Tishman; and
WHEREAS, the General Counsel and the Executive Director have
negotiated a contract with Tishman addressing compensation,
conflict of interest and other issues, a copy of which is attached
hereto as Exhibit "AR.
NOW, THEREFORB, BE IT DULY RESOLVED BY THB MIAMI BEACH
REDEVELOpMENT AGENCY, that the Chairman and Secretary of the Agency
Board are hereby authorized to execute the attached Agreement
between the Redevelopment Agency a~ Tishman Hotel corporation for
consulting services in connection,/with the Co ~ention Center Hotel
projects. / .
/
PASSED AND ADOPTED THIS 19th DAY OF ' 1994.
~'
~tkA~.~
SECRETARY
FORM APPROVED
REDEVELOPMENT AGENCY
GEN~~~OUNSEl ( ~ -A/
\,j~ ~~~
By i./
Date /0 / /f I!J
JI
RESOLUTION NO. 94-21365
A RESOLUTlON OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, RATIFYING
THE APPROVAL BY THE REDEVELOPMENT AGENCY OF
THE CITY OF MIAMI BEACH (THE "RDA") OF AN
AGREEMENT BETWEEN THE RDA AND TISHMAN HOTEL
CORPORATION FOR CONSULTING SERVICES WITH
REGARD TO THE PROPOSED CONVENTION CENTER
HOTEL PROJECTS.
WHEREAS. the proposed Loews Hotels, Inc.lForest City Ratner Companies Hotel
project and the proposed HCF Group, Inc./ITT Sheraton Corporation Hotel project
(collectively, the "Projects") contain numerous complex financial and hospitality issues;
and
WHEREAS, on September 22. 1994, the City Commission voted to hire Tishman
Hotel Corporation ("Tishman") to act as consultant to and negotiator on behalf of the City
with regard to the Projects; and
WHEREAS, on October 5, 1994, the City Commission approved a letter of
understanding with lishman. outlining certain basic terms of the Agreement to hire
Tishm~n, subject to a formal contract being executed; and
WHEREAS, the City Commission, during the October 5, 1994 Commission meeting,
stated that certain connict of interest issues should be addressed in the contract with
Tishman; and
WHEREAS, the City Attorney and City Administration have negotiated a contract
with Tishman addressing compensation. connict of interest and other issues, a copy of
which is attached hereto as Exhibit "A".
NOW. THEREFORE. BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH. FLORIDA that the Mayor and City
Commission hereby ratify the approval by the RDA of the attached Agreement between
the RDA and Tishman Hotel Corporation for consulting services in connection with the
Convention Center Hotel Projects.
PASSED and ADOPTED THIS.!..2l!!. d y of
1994.
ATTEST:
~~,l~ (~B.~
CITY CLERK .
c:\wpwin60\wpdocs\hotel\tl.haan.r.o
FORM APPROVED
, "DelLI'
By '-. ~cD .
Date I 0 . (.. f- "\'1.-
2