202-95 RDA
RESOLUTION NO.
202-95
THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH
REDEVELOPMENT AGENCY AUTHORIZE AND DIRECT
THE CHAIRMAN AND SECRETARY TO EXECUTE THE
ATTACHED AGREEMENT WITH TISHMAN HOTEL
CORPORA TION.
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 Agency continues to require the use of Tishman's services in order
to continue to meet the objective of the development of two (2) convention center hotels;
and
WHEREAS, although a Letter of Intent was executed on May 3, 1995 between the
Agency, the City, St. Moritz Hotel Corporation and Loews Hotels Holding Corporation,
many agreements will have to be negotiated in the coming months which involve complex
financial and hospitality issues; and
WHEREAS, the Agency is continuing to work to facilitate the development of an
African-American owned hotel also involving numerous complex financial and hospitality
matters; and
WHEREAS, the Agreement will expire on May 18. 1995.
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
Miami Beach Redevelopment Agency. the City and Tishman Hotel Corporation.
PASSED and ADOPTED this 17th day of
,1995.
ATTEST:
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S CRETARY
C:\WPWIN60IPIA \reso\HOTEL5.RES
Date
2
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO.
95-38
May 17, 1995
TO: Chairman and Members of the Board
of the Miami Beach Redevelopment Agency
FROM, R,:,ger M. Carl ton L. A ...-----
Clty Manager tJVV~
SUBJECT: RESOLUTION OF THE REDEVELOPMENT AGENCY BOARD AUTHORIZING
THE CHAIRMAN AND SECRETARY TO EXECUTE AN AGREEMENT
BETWEEN TISHMAN HOTEL CORPORATION, THE MIAMI BEACH
REDEVELOPMENT AGENCY AND THE CITY OF MIAMI BEACH FOR
HOTEL NEGOTIATION SERVICES
RECOMMENDATION
It is recommended that the Miami Beach Redevelopment Agency
("Agency") authorize the Chairman and Secretary to execute an
agreement between Tishman Hotel Corporation, the Agency and the
City of Miami Beach for hotel negotiation services.
BACKGROUND
The Tishman Hotel Corporation has provided negotiation services for
the City of Miami Beach and the Agency over the past seven months,
leading to a successful end product, the signing of a Letter of
Intent with Loews to develop a convention quality hotel.
Substantial work needs to be continued in the preparation of
development agreement documents, design development drawings and
financial documents. The role of Tishman is essential in
representing the City and Agency in this phase. Additionally, the
extended negotiation seravices for the African-American hotel
project will require that Tishman remain involved with the process.
S()1JIll V()I~
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AGENDA ITEM 2-E
May 17, 1995
ANALYSIS
The Agreement will begin upon execution for both the Loews project
and African-American project and will terminate upon the execution
of the ground lease and other development agreement documents that
would allow construction to commence.
The total compensation for Tishman for both projects will be at the
rate of $44,666 per month until the cessation of services with
regard to the Loews proj ect . At that point, compensation for
services relative to the African-American project will be at the
rate of $25,000 per month. Out of pocket costs will be reimbursed
in addition to these fees. These terms were negotiated by the
Chairman of the Hotel Negotiating Team.
The original Tishman contract was based on a compensation rate of
$53,666.67 per month. After six months this contract required a
reduction of fifteen percent (15%) in the monthly compensation
rate, resulting in a reduced rate of $45,616.67 for the one month's
addendum to the contract, approved on April 19, 1995.
CONCLUSION
It is recommended that the Agency Board authorize the execution of
this agreement with the compensation terms described above.
RMC :HSM: jm
RESOLUTION NO. 95-21587
THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA AUTHORIZE AND DIRECT THE
MAYOR AND CITY CLERK TO EXECUTE THE ATTACHED
AGREEMENT WITH 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 Agency and the City continue to require the use of Tishman's
services in order to continue to meet the objective of the development of two (2)
convention center hotels; and
WHEREAS, although a Letter of Intent was executed on May 3, 1995 between the
,Agency, the City, 81. Moritz Hotel Corporation and Loews Hotels Holding Corporation,
many agreements will have to be negotiated in the coming months which involve complex
financial and hospitality issues; and
WHEREAS, the Agency and City are continuing to work to facilitate the
development of an African-American owned hotel also involving numerous complex
financial and hospitality matters; and
WHEREAS, the Agreement will expire on May 18, 1995.
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.
PASSED and ADOPTED this
May
ATTEST:
~~~.~
LERK
FORM APPRO'."")
-lEGA05E?-
By~.~~
Date ~~~
C:\WPWIN60'P1A vesoIHOTEL6.RES
2
CITY OF
MIAMI
BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO. ~
TO:
Mayor Seymour Gelber and
Members of the City Commission
Roger M. Carita j J. ~
City Manager ~
RESOLUTION OF THE MIAMI BEACH CITY COMMISSION AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT
BETWEEN TISHMAN HOTEL CORPORATION, THE MIAMI BEACH
REDEVELOPMENT AGENCY AND THE CITY OF MIAMI BEACH FOR
HOTEL NEGOTIATION SERVICES
DATE:
May 17, 1995
FROM:
SUBJECT:
RECOMMENDATION
It is recommended that the City Commission authorize the Mayor and
City Clerk to execute an agreement between Tishman Hotel
Corporation, the Miami Beach Redevelopment Agency ("Agency") and
the City of Miami Beach for hotel negotiation services.
BACKGROUND
The Tishman Hotel Corporation has provided negotiation services for
the City of Miami Beach and the Agency over the past seven months,
leading to a successful end product, the signing of a Letter of
Intent with Loews to develop a convention quality hotel.
Substantial work needs to be continued in the preparation of
development agreement documents, design development drawings and
financial documents. The role of Tishman is essential in
representing the City and the Agency in this phase. Additionally,
the extended negotiation services for the African-American hotel
project will require that Tishman remain involved with the process.
ANALYSIS
The Agreement will begin upon execution for both the Loews project
and African-American project and will terminate upon the execution
of the ground lease and other development agreement documents that
would allow construction to commence.
AGENDA ITEM
R-l-D
5-11-95
DATE
The total compensation for Tishman for both projects will be at the
rate of $44,666 per month until the cessation of services with
regard to the Loews proj ect. At that point, compensation for
services relative to the African-American project will be at the
rate of $25,000 per month. Out of pocket costs will be reimbursed
in addition to these fees. These terms were negotiated by the
Chairman of the Hotel Negotiating Team.
The original Tishman contract was based on a compensation rate of
$53,666.67 per month. After six months this contract required a
reduction of fifteen percent (15%) in the monthly compensation
rate, resulting in a reduced rate of $45,616.67 for the one month's
addendum to the contract, approved on April 19, 1995.
CONCLUSION
It is recommended that the City Commission authorize the execution
of this agreement with the compensation terms described above.
RMC :HSM: jm
AGREEMENT BY AND BETWEEN
THE MIAMI BEACH REDEVELOPMENT AGENCY;
THE CITY OF MIAMI BEACH, FLORIDA;
AND
TISHMAN HOTEL CORPORATION
mIS AGREEMENT (the "Agreement") is dated as of May 17, 1995 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/Cityand shall negotiate all agreements on behalf, at the direction and to the satisfaction of the
RDA/City, with regard to (1) the Loews Hotels Holding Corporation Miami Beach Hotel project (the
"Loews Project") and (2) a hotel project developed by HCF Group, Inc. or, as directed by the RDA
and/or City, another entity of which African-American individuals own more than 50% (the "Site 1-B
Project") (the Loews Project and the Site 1-B Project collectively are referred to herein as the
"Projects"), both Projects to be located in Miami Beach, Florida. The services mentioned in the
preceding sentence to be performed by Tishman include, but are not limited to, the following:
a)
of the Projects,
advising the RDA/City on all financial, hospitality and development aspects
b)
negotiating with the hotel developers,
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
Projects,
"
t) assisting the RDAfCity in the negotiation of the development, ground lease
and all other agreements and letters of intent relating to the Projects,
g) advising the RDAfCity with regard to the obtaining of necessary governmental
approvals and permits by the hotel developers,
h) assisting the RDAfCity with regard to matters of bond financing,
i) advising the RDAfCity with regard to all aspects of the parking garage to be
developed in connection with the Projects,
j) advising the RDAfCity with regard to streetscape, infrastructure, broadwalk,
and other public improvements in connection with the Projects,
k) if deemed necessary by the RDAfCity, assisting the RDAfCity 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 RDAfCity and the Selection Committee, if any, in all aspects of the
ranking and selection process; and
I) performing all other development, hospitality and financial consulting tasks
reasonably requested by the RDAfCity in connection with the pre-construction phases of the Projects.
It is the intent of this Agreement that negotiations shall culminate in agreements
satisfactory to the RDAfCity as to both of the Projects. Tishman shall diligently perform its services
under this Agreement in order to conclude the agreements pertaining to the Projects as soon as
reasonably possible, it being understood that such agreements must be approved by the RDAfCity
and the third party developers of the project.
2. TERM.
The tenn of this Agreement will begin as of the date of this Agreement. With
regard to the Loews Project, Tishman will cease to render services under this Agreement
simultaneously upon the execution of the ground lease, development agreement and any other
agreements deemed necessary to be executed between the RDAfCity and St. Moritz Hotel
Corporation ("SMIlC"), or another affiliate ofLoews Corporation, in order for construction to begin
on the Loews Project. With regard to the Site I-B Project, Tishman will cease to render services
under this Agreement simultaneously upon the execution of the ground lease, development agreement
and any other agreements deemed necessary to be executed between the RDAfCity and the African-
American owned development entity in order for that development entity to begin construction on
the Site 1-B Project.
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3. COMPENSATION.
From the beginning of the term of this Agreement until Tishman ceases to
render services with regard to the Loews Project as described in Section 2 ("Term") above, Tishman
shall be paid a monthly fee of Forty-Four Thousand Six Hundred and Sixty-Six and No/IOO Dollars
($44,666.00) for services it renders pursuant to this Agreement. After it ceases to render services
with regard to the Loews Project and until it ceases to render services with regard to the Site I-B
Project as described in Section 2 "Term" above, Tishman shall be paid a monthly fee in the amount
of Twenty-Five Thousand and No/lOO Dollars ($25,000.00).
The first of these payments will be due seven (7) days after the date this
Agreement is signed by the RDAlCity or Tishman, whichever signs later, and subsequent monthly
payments will be due thirty (30) days after the date of the prior month's payment. Tishman shall be
reimbursed for its out-of-pocket costs, in accordance with the RDAlCity's travel procedures, upon
presentation of bills by Tishman. Tishman shall review the RDAlCity's travel procedures prior to
incurring any such costs.
4. TERMTNA TION.
The RDAlCity can, in its sole discretion, terminate this Agreement at any time,
with four (4) weeks written notice. In the event of such termination, Tishman's fee will be prorated
as of the date of the RDAlCity's termination letter, plus four (4) weeks. This Section 4
(Termination) shall not apply in the case in which the RDAlCity terminates this Agreement because
Tishman has defaulted under the terms of this Agreement.
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, or
makes an assignment for the benefit of creditors. In the event of such default, the RDAlCity 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 ifat least 10% of that entity is owned by an individual or entity which also owns at least
10% ofTishman. IfTishman 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.
3
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 either
of the Projects except on behalf of or as a consultant to the RDAlCity.
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 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 relationships with Loews Hotels Holding
Corporation, or any affiliated entity or individual, or HCF Group, Inc., or any affiliated entity or
individual, for a period of eighteen (18) months from the date of this Agreement without the prior
written consent of the RDAlCity.
9. 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 RDAlCity'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 RDAlCity. 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,
4
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".
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.
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.
Simultaneously upon the execution of this Agreement by the last party to so
execute the Agreement, that certain Agreement by and between the RDA and Tishman, dated as of
October 20, 1994 (the "First Agreement"), and that certain Addendum by and between the RDA and
Tishman, dated as of April 19, 1995 (the "Addendum"), shall terminate and, except for work
performed and expenses incurred by Tishman prior to the execution of this Agreement which have
not been paid by the RDA, no monies shall be due Tishman in connection with the First Agreement
and/or the Addendum.
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.
5
17. LIMITATION OF LIABILITY.
The RDAlCity desires to enter into this Agreement only if in so doing the
RDNCity can place a limit on the RDNCity'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 Three Hundred and Twelve Thousand Six Hundred Sixty-Two and
no/l 00 Dollars ($312,662.00). Accordingly, and notwithstanding any other term or condition of this
Agreement, except as set forth in Section 17 (Exception to Limitation of Liability), Tishman and the
RDNCity hereby agree that neither the RDA nor the City shall be liable to Tishman for damages in
an amount in excess of$312,662.00, which amount shall be reduced by the amount actually paid by
the 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 16 (Limitation of Liability) and Section 18 (Statutory Limitation of
Liability) shall not apply where Tishman seeks indemnification from the RDNCity and all of the
following criteria are present: (a) Tishman seeks indemnification from the RDNCity 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 RDNCity, (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. ARBITRA TION.
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
arbitrator, 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.
6
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate ofticials, as of the date first entered above.
'R \ L \-\A v.... ~ S - ~~'vJN
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rint Name
FOR REDEVELOPMENT AGENCY:
ATTEST:
By: ,..-~ Z-.. ~ By:
Secretary
Date: ~ 11.L\ \~S'
FOR CITY OF MIAMI BEACH:
ATTEST:
By: ~J ~ ~~ By:
Clerk
'R\c...~&C\~~ "E. 'i"O\IJN
Print Name
Date: ~
FOR TISHMAN:
Date:
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TISHMAN HOTEL CORPORATION
ATTEST:
By:, C?'_4~,
Secretary ~
By:
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7