Hospitality Industry Services

About Us

Carlton Fields has a national and

international law practice, offering

the services of more than 350

attorneys and government consultants

based in 10 office locations in the

Southeast and in New York, Washington,

D.C., and Connecticut. For additional

information, visit www.carltonfields.com.

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Overview

We provide legal counsel and focused client management

to hospitality industry clients including developers, investors,

lenders, owners, and operators. Firm attorneys and

government consultants offer comprehensive representation

regarding the acquisition, construction, development,

financing, management, operation, and disposition of all

types of commercial real estate. Our appreciation of the

unique nature of hotels as assets enables us to help clients

proactively tackle challenges and embrace opportunities.

Hospitality team members include lawyers who

focus on workouts and distressed asset acquisitions.

As a full service firm with national and international

reach, we are well-equipped to handle issues

related to nearly every legal practice, including

environmental and land use, intellectual property,

licensure, labor and employment, litigation and

arbitration, and tax. Additionally, the firm has

lawyers and government consultants who effectively

advocate on behalf of industry clients before the

Legislature and state executive branch agencies,

and local governments asserting positions that

advance their interests, including seeking economic

incentives for new or expanded development.

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Acquisitions and Dispositions

Hospitality industry clients are represented in the negotiation,

documentation, and consummation of acquisitions and dispositions.

We handle transactions of nearly every size and scope for clients

that include major resorts, hotel companies, investors, and

owners. Our efforts are supported and enhanced by our strong

full service real estate and land use practices, which provide

developers with planning, permitting, and development counsel.

Construction

We represent owners and builders on public and private

construction projects throughout the United States and

abroad, with per project values ranging from $100 million to

$500 million. Clients are advised on all aspects of project

design and construction, with a special focus on contract

preparation, review, negotiation, and administration.

Condominiums

Developers and lenders are provided experienced representation

on all types of condominium projects (residential, commercial,

mixed-use, condo-hotel, medical and other office, marina,

and industrial). We counsel them on legal issues surrounding

the creation and operation of timesharing, vacation club,

fractional, and interval use programs, and advise on state and

federal regulatory compliance issues, including those related

to the Interstate Land Sales Full Disclosure Act. Additionally,

we represent numerous lenders and bulk purchasers on

distressed condominium and community assets, advising on

structuring, liability protection, and regulatory compliance.

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Creditors’ Rights

Clients, including lenders, landlords, property owners, and real estate

developers, are represented in disputes with debtors in all forums, including

state, federal, and bankruptcy court; and in arbitration proceedings.

Development

Our attorneys structure, negotiate, and document complex real estate and

resort developments. From the concept phase of a project, to its financing,

construction, marketing, sales, and management phases, we represent

and work closely with developers, foreign and domestic sources of

capital, architects, contractors, brokers, marketers, managers,

and governmental authorities. They also seek state and local

government approvals, including ecomonic incentives and

special transportation concurrency or impact fee arrangements.

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EnvironmentalClients are counseled on the full range of environmental issues that impact development.

We represent owners, prospective buyers, developers, lenders, and local governments and

redevelopment authorities that are seeking to improve property or reduce liability arising from

its environmental condition. We counsel them on actual and potential liability, remediation,

reuse, financing, sale, lease, and donation and strategic stockpiling of brownfield properties.

In addition to assessing liability, we negotiate cleanup obligations, liability limitations between

buyer and seller, and title acquisition. We also help clients acquire liability limitation insurance,

and counsel on funding brownfield cleanups and development through loans, grants, bonds

and tax increment financing. Additionally, we advise clients, including building owners and

construction firms, on sustainable development matters including those related to the U.S.

Green Building Council’s Leadership in Energy and Environmental Design (LEED®) rating

systems. We also counsel clients on integrating LEED or other green building rating systems

into leases for green buildings. Other environmental work may include listed species, wetlands,

and other special concerns based on locations or amenities such as golf courses.

Finance and Refinance Hotel owners, management companies, lenders, and borrowers are assisted with the

financing and refinancing of a wide range of projects. Our representation builds on our

extensive experience as counsel to numerous institutional and private lenders and

investors. We handle secured and unsecured financings, mezzanine financings, equity

investments, construction loans, permanent loans, conduit loans, sale leasebacks,

ground leases, equipment leases, contingent interest loans, and other financings.

Franchise and Licensing We represent franchisors and franchisees in the licensing of newly developed

hotels, as well as re-licensing of hotels that are sold from one hotel owner to

another. Included in state and local licensing activities are licenses for hotels,

restaurants, lounges, or even other amenities such as golf courses or spas.

Intellectual Property The firm’s intellectual property attorneys help our hospitality industry

clients protect and advance their trademark, copyright, patent, and

related rights that pertain to creations and innovations in the real estate

arena, such as architectural designs and interior designs.

Labor and Employment Labor and employment lawyers represent employers in all types of employment

disputes, including state and federal court actions, administrative charges

and hearings, arbitrations, class and collective actions, and informal

mediations. We also assist in all manner of personnel issues, including

the creation of policy manuals, and advising on personnel actions.

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When labor and employment issues arise for

our hospitality clients, we provide a team that understands

the intricacies of the law, as well as their industry.

Land Use Our diverse land use clients include private developers and governmental

bodies. Comprehensive representation provided by our firm includes

helping clients locate viable sites for development or redevelopment,

and identifying any relevant land use issues, including the need for

land use or zoning changes. We also help them prepare and negotiate

the necessary property purchase contracts and documents. This

process includes negotiating the critical inspection period, and

conducting the necessary land use due diligence. Our representation

continues through the successful completion of a development

project and can include litigation or appeals, when necessary.

Litigation and Arbitration The firm’s litigators are adept at cost-effective, strategic

dispute resolution, whether the matter demands

settlement, trial, arbitration, or mediation. We

represent hospitality clients throughout every phase

of a matter, including, if necessary, appeal.

Management and Operations Hospitality industry clients are advised on the full range

of operational issues they face daily. Our services

include negotiating leases; concession agreements;

service, construction, and renovation contracts;

and management, franchise, and technical

service agreements for owners and operators.

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Public Access (Title III of the ADA)

Our lawyers have extensive experience under Title III of the Americans

With Disabilities Act. This is the law that requires facilities to accommodate

disabled customers through accessible design, for example, providing

ramps of a certain width and slope. We have defended businesses in

many lawsuits brought under these requirements, and have counseled

clients on what they might do to prevent being sued under this Act.

Restructuring, Workouts, and Foreclosures

Owners, lenders, and hotel operators are provided with the assistance

needed to restructure loans in bankruptcy and other workout proceedings.

Additionally, we assist with the full range of operational matters and

negotiations that arise from overleveraged or mismanaged properties.

Securities

Our securities lawyers possess extensive knowledge of SEC regulations, blue

sky laws, stock exchange requirements, and FINRA rules. The firm offers the

experience and skill required to handle initial and secondary public offerings

for issuers and underwriters. Following the public offering of securities, we

help public company clients comply with continuing reporting and disclosure

obligations under applicable securities and corporate governance laws and the

rules of the New York Stock Exchange and Nasdaq. Our attorneys regularly

review and prepare quarterly and annual financial reports, current reports on

Form 8-K, and proxy statements and annual meeting materials. We draft and

review all forms of corporate governance documents and policies for clients.

Tax

The firm’s tax clients include Fortune 100 companies; publicly held corporations;

national investment companies and funds; nonprofit and tax-exempt organizations;

start-up ventures; hotel, motel, hospitality, and time share companies; and individuals.

Our comprehensive representation includes international, federal, state, and local tax

planning, counseling, and advocacy; as well as legislative and regulatory advocacy

and estate planning. We handle a wide range of tax controversies before administrative

agencies and courts, including state trial and appellate courts, federal district and

appellate courts, the U.S. Court of Federal Claims, and the U.S. Tax Court.

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Representative Matters

Hotel Development

• Negotiation of a long-term hotel management agreement; master declaration of covenants, conditions and easements; residential sales, marketing and licensing agreement for vertical mixed-use development that integrated aspects of hotel, branded residential condos, office and retail uses.

• Representation in site acquisition, entitlement process and project development activities for the new hotel brand. The work included negotiation of complex easement and restriction agreements to address issues involved with shared amenities and mixed-use restrictions.

• Negotiation of a long-term management agreement, technical services agreement and related development/easement agreements for an upscale hotel in a mixed-use project in the historic district of Charleston, South Carolina.

• Counsel in connection with the creation and implementation of a national program for the corporate acquisition and development of the initial 20 hotels in the launch of the hotel brand.

• Negotiation of the development, easement and maintenance agreements for two pedestrian bridges (approximately $10 million each) connecting three downtown Atlanta hotels.

• Negotiations with homeowner association and analysis of zoning and land use matters to ensure optimum repositioning of an Atlanta vertical mixed-use luxury hotel and condominium complex.

Purchases and Sales of Hotel Properties

• $450 million portfolio sale of 13 hotel properties in the United States, Canada and the Caribbean to monetize strategic hotel assets in a tax-efficient manner while retaining non-terminable management rights to the properties.

• $300 million sale of a majority partnership interest to hotel properties with the retention of long-term management rights for luxury hotels in Chicago and Miami.

• $50 million sale of a full service hotel encumbered by a long-term management agreement in Kansas City, Kansas.

• Complex tri-party portfolio sale of 11 hotel properties with contemporaneous negotiations to terminate existing management agreements and negotiate new management agreements.

Management and Operating Agreements

• Representation of a hotel company in structuring its $1 billion multi-property/multi-portfolio/multi-country hotel disposition designed to monetize strategic hotel assets in a tax-efficient manner while retaining non-terminable management rights to the properties.

• Negotiation of a long-term management agreement and related technical services agreement to redevelop and re-flag a large metropolitan-area hotel with a luxury hotel brand.

• Negotiation of a long-term management agreement for mixed use hotel, office, retail and parking complexes in Baltimore, Maryland.

• Lead counsel to a Canadian boutique hotel company in the negotiation of its management and acquisition documents for a U.S. property acquisition to address critical issues in U.S. agency and ownership laws.

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www.carltonfields.com 8.2016

AtlantaOne Atlantic Center1201 W. Peachtree Street | Suite 3000Atlanta, Georgia 30309-3455404.815.3400 | fax 404.815.3415

HartfordOne State Street | Suite 1800Hartford, Connecticut 06103-3102860.392.5000 | fax 860.392.5058

Los Angeles2000 Avenue of the Stars Suite 530 North TowerLos Angeles, California 90067-4707310.843.6300 | fax 310.843.6301

MiamiMiami Tower100 S.E. Second Street | Suite 4200Miami, Florida 33131-2113305.530.0050 | fax 305.530.0055

New YorkChrysler Building405 Lexington Avenue | 36th FloorNew York, New York 10174-0002212.785.2577 | fax 212.785.5203

Orlando450 S. Orange Avenue | Suite 500Orlando, Florida 32801-3370407.849.0300 | fax 407.648.9099

Tallahassee215 S. Monroe Street | Suite 500Tallahassee, Florida 32301-1866850.224.1585 | fax 850.222.0398

TampaCorporate Center Three at International Plaza4221 W. Boy Scout Boulevard Suite 1000Tampa, Florida 33607-5780813.223.7000 | fax 813.229.4133

Washington, DC1025 Thomas Jefferson Street, NW Suite 400 WestWashington, DC 20007-5208202.965.8100 | fax 202.965.8104

West Palm BeachCityPlace Tower525 Okeechobee Boulevard Suite 1200West Palm Beach, Florida 33401-6350561.659.7070 | fax 561.659.7368

Carlton Fields practices law in California through Carlton Fields Jorden Burt, LLP.