Practice Areas & Industries: Gunster, Yoakley & Stewart, P.A.

Practice/Industry Group Overview

Few endeavors pose challenges as diverse as those that are presented by the various businesses within the leisure and resorts industry. Owners, operators, lenders, investors and developers face a wide-range of complex issues, with their success depending on expert guidance and counsel.

The Leisure and Resorts Group has spent decades working with the leading participants in this dynamic industry, and has developed a reputation as a valued partner in a broad variety of client relationships. The Group's record encompasses all of the related disciplines:

• Real Estate
• Marketing
• Financing
• Regulation
• Hotel and Resort Operations
• Mixed-use Resort Communities
• Environmental Issues and Concerns
• International and "Cross Border" Issues

The Leisure and Resorts Group brings together the many facets of the industry that are essential to effective representation. We understand the business, and we provide single-source access to an experienced and proven team.

Services Available

The Leisure and Resorts Group has a long history of providing consulting and legal services to leisure and resort developments and businesses, representing owners, operators, investors, developers, lenders and governmental agencies worldwide. The Group's lawyers have participated in the growth of the various industries that comprise resort development and have developed a rare perspective on the long-term trends impacting the industry.

The Group's principals, who are personally involved in all engagements, bring extensive skills and backgrounds to each client relationship. We have successfully handled projects in a broad range of markets such as the United States, Canada, the Caribbean, Central and South America, Europe, China, India and Southeast Asia. Our experience encompasses challenging private-sector assignments, as well as the unique demands of government privatizations and public/private partnerships. We are experienced. We are focused. But above all, we are proven performers.

A RESPONSIVE WORKING RELATIONSHIP

The Leisure and Resorts Group stands ready to serve as a valued partner to your development or management team. Our attorneys have the experience and flexibility to work with clients in an arrangement that best suits their business endeavor. For example, we can work as the lead consultant or "quarterback," acting as the liaison between all consultants involved in project. We have extensive experience in guiding clients with the selection of consultants and other specialized experts who may add value to a project. We can work on a specific isolated legal matter. We can also assist in-house counsel and other staff members, bringing an outside perspective to the internal forces already in place.

While the Leisure and Resorts Group has been active throughout the world, our presence in South Florida has enabled us to gain considerable experience throughout Latin America and the Caribbean. We have developed excellent relationships with local counsel throughout the region. Our attorneys also have thorough insight as to the cultural and political factors that may impact a client's business venture.

Members of the Leisure and Resorts Group focus their efforts on understanding the big picture for a client and in providing proactive counsel and practical solutions. This approach, combined with decades of the hands-on experience and a proven understanding of the complex, interrelated issues involved in the leisure and resorts industry, is what makes our team effective for our clients.

Experience

Asset Resolution and Litigation
The Leisure and Resorts Group has a multi-faceted team of attorneys that have represented financial institutions, investors, owners, operators and developers in all aspects of asset resolution, loan workouts, foreclosures and litigation. The combination of our in-depth experience in handling these matters plus our knowledge and global perspective of the leisure and resorts industry is an uncommon resource we provide to our clients. Our experience means we are not only adept in understanding the complexities of leisure and resorts enterprises, but also in resolving matters quickly and efficiently for our clients.

The Group's litigation team is augmented by the talent and background of attorneys with sound business acumen. This multi disciplinary group is composed of banking regulatory, real estate finance, resort development, corporate finance, employment, environmental, gaming and bankruptcy attorneys. No matter what your problem or obstacle, our team can provide the responsive and creative solutions that will help you achieve your business objective.

We believe in avoiding litigation whenever possible. We work with clients to assess risk, guide them through the due diligence phase and evaluate properties. Our labor attorneys have extensive experience in working with employers to establish preventative measures and guidelines to avoid labor violations and claims. Whether we are counseling clients regarding employment and labor, environmental concerns, class action, lease disputes or loan workouts, our comprehensive industry knowledge assures that we will be effective in resolving any litigation matter.

The following is a representative summary of our experience:

• Representation of mortgage lenders in a series of lawsuits relating to a hotel/resort property on St. Croix, Virgin Islands. These disputes included a loan foreclosure and the defense of claims against the lenders relating to labor and employment law matters, including the Plant Closing Act. In addition we successfully represented the lenders in a class action lawsuit that was brought by the employees.
• Experience in representing clients regarding disputes between operators and owners involving management contracts, concession agreements and leases. This also includes litigation surrounding change and control issues.
• Representation of clients in regard to the early termination of agreements.
• Representation of clients regarding federal and local employment and labor issues, including facility closings and successor liability issues.
• Management of the due diligence process and conducting litigation audits to determine a successor's liability and risk.
• We conduct management agreement audits, lease agreement audits and evaluate all contractual elements to determine their effectiveness.
• In the area of club membership structure, we handle litigation regarding membership plans and disputes between club members and management.
• Experience in counseling clients regarding the effects of natural disasters, including rebuilding after hurricanes and damage issues due to oil spills.

The Leisure and Resorts Group's litigation team has the ability to quickly understand a situation and determine the best course of action, which is the foundation of our success. Supported by our investigative team and the most up-to-date computer research capabilities, our attorneys work closely to learn the real objective of the client and develop an approach to achieve that objective. Our litigators get in and get the job done.

Condohotels
A condohotel is a hotel developed under a legal structure characterized by multiple owners of discrete portions of the property. Accordingly, the skill set required to properly structure a condohotel includes, in addition to knowledge of hotel development and operational issues, an understanding of the structuring of the condominium in a manner that minimizes inefficiencies in operating the hotel and maximizes returns to the developer, the unit owners and the third party hotel operator. Some of the primary issues to be considered include the following:

• creating a structure that provides a high degree of operator control over the building and facilities;
• providing an appropriate allocation of expenses and reserve requirements;
• maximizing controls over room inventory;
• minimizing securities law exposure;
• minimizing issues that detract from efficient hotel operations.

The three aspects of a condohotel development that require document preparation are the condominium structure, the unit operating agreement and the hotel management agreement or lease of commercial space.

In planning the legal and business structure and drafting the documents described above, a good deal of care must be taken in avoiding Federal and state securities law violations. This is a challenging area for the developer as the existing state of the law is at odds with traditional real estate marketing practices. The Leisure and Resorts Group has been through these issues on many projects and has found that many transactions have unique aspects which allow the developer to reduce the restrictions imposed by existing securities laws.

Golf and Club Memberships
To be effective, a lawyer or consultant must have a thorough understanding of a client's business. The Leisure and Resorts Group has been involved in every matter encountered by developers, operators and owners of golf-related facilities and club membership programs. Our principals have developed hundreds of membership programs over the years and have been active in the growth of the industry. Our extensive involvement and understanding of the business enables us to quickly identify problems and opportunities and craft responsive solutions that assist our clients in achieving their business goals.

The golf business is highly specialized and requires knowledge of the many facets that contribute to a project's success. The Leisure and Resorts Group has worked with the most prestigious and highly respected organizations in the industry, including the Golden Bear, Arvida, the Breakers Hotel and Club, American Golf Corporation/National Golf Properties, Markborough Properties and Del Webb Corporation. Our experience includes working with facility owners, developers and operators, as well as manufacturers, consultants and suppliers to the industry. Our capabilities include:

• Start-up Membership Programs - Our worldwide experience gives us a clear understanding of the elements that make memberships valuable and marketable. In addition, we consider the critical tax issues and arrange programs that can assist clients in achieving the best tax results.
• Modifications and "De-equitizations" - Revising or converting your membership program is a highly sensitive matter which should be handled with skill and experience. Our knowledge in this area gives our attorneys an understanding of the long and short term responses that work, allowing us to design an ideal solution for you. The Leisure and Resorts Group has provided counsel on dozens of conversions.
• Purchases and Sales - Our years of experience and extensive knowledge of golf course and club operations enable us to focus on the details that are important in these significant transactions.
• Environmental Concerns - Working with experienced environmental professionals is a critical consideration in the majority of golf course developments. We can quickly assess an environmental situation, determine the severity of the matter, and help you make a sound business decision. Our attorneys are skilled in dealing with issues such as underground storage tanks, hazardous materials, water resources, and environmental assessments.
• Corporate Issues - We offer clients the resources of a full service commercial law firm and attorneys that are experienced in the multitude of issues that a manufacturer or supplier might confront including mergers and acquisitions, friendly and hostile; employer/employee relations; tax planning and controversies; corporations, limited partnerships and business planning; product liability; franchising and distribution; international taxation.

Governmental Services
The Leisure and Resorts Group has extensive experience in representing governmental and quasi-governmental bodies in the areas of tourism development, privatization of government owned facilities and public/private partnerships. Our principals have strong backgrounds in the multi-faceted concerns that governmental clients face in an ever-changing global environment. These include all aspects of development, special taxing districts, gaming, finance, land use, zoning and environmental controls, concession agreements, employment and labor, franchise and distribution and leasing.

As part of the client team, the Group acts in a number of capacities, providing sound counsel at every stage of development. For example, we work with clients to discuss initiatives of a given project, establish goals, assist in hiring and evaluating specialized consultants and negotiate contracts. We represent clients in licensing and permitting issues, joint venture agreements and interface with taxing authorities on tax credits and other fiscal incentives. Our involvement in the many stages of a project brings continuity to the implementation process.

We understand the network of legal, cultural and political complexities that can impact a project and are skilled in handling these matter with the utmost sensitivity.

Our Governmental Services capabilities include the following:

Project Development:

• Assist in identifying development objectives.
• Negotiate land acquisition and expropriation agreements.
• Assist in structuring resort development, including hotel, interval ownership, condo-hotel, meeting space, golf, tennis and marina.
• Assist in planning and development of public assembly facilities and theme attractions, such as convention centers, aquaria and stadiums.
• Assist in identifying selection of franchise and management companies and negotiation of contractual relationships.

Project Finance:

• Assist it in identifying financing sources, including private sector and bilateral and multilateral funding agencies.
• Structure financing proposals and programs, including public financing and public and private credit enhancements of public debt.
• Advise on restructuring debt and equity on tourism related projects.

Analysis of Legal Infrastructure:

• Review existing legislation for adequacy to accomplish governmental objectives.
• Advise on and draft legislation in areas such as:
  • Tax Increment Financing - Advise on use of development districts as a source of financing for infrastructure such as utilities, off site improvements and parking facilities. Review statutory and constitutional limitations on tax increment financing and prepare legislation.
  • Fiscal Incentives - Advise on ad valorem tax abatements, income tax credits for project equity investments, excise tax abatements and other fiscal incentives.
  • Timeshare and Vacation Clubs - Advise on alternative legislative structures for timeshare and vacation club programs and assist in preparing legislation.
  • Gaming - Assist in analysis of competitive posture of gaming laws, advise on legislative updates to gaming laws and assist in preparing amendments to existing statutes.
  • Land Use and Coastal Control Policy - Assist in the development of land use controls with special attention to coastal control and wetlands policies.
  • Labor Law - Advise on labor contracts and legislation; assist in establishing labor policy and drafting legislative amendments.

Hospitality: Hotels and Resorts
Success in today's dynamic hotel and resort business requires expert guidance from experienced players. The Leisure and Resorts Group has handled the full spectrum of issues that owners, operators, investors and lenders encounter in this highly specialized industry. Our principals take a comprehensive approach to representing hospitality clients, combining talent and knowledge in development, finance, privatization, disposition, asset resolution, employment and labor, technology, franchise/management and equipment leasing.

The Leisure and Resorts Group has been on the forefront of trends that have shaped the industry globally. We bring together a rare combination of experience and perspective acquired through involvement in a wide range of hotel and resort matters worldwide. We have been actively counseling clients throughout the United States, the Caribbean, Latin America, Canada, Europe and Asia for decades. This diverse experience gives the Group an integral understanding of the complex interrelationships which make a project successful.

The Group's capabilities encompass the following areas:

Hotel and Resort Owners and Developers:

• All aspects of management agreements, franchise agreements, purchase and sale agreements and other contractual needs for owners, operators and developers of resorts, hotels, restaurants and clubs;
• Representation in the areas of land acquisition, development, construction and financing;
• Representation and training for owners and operators on employment issues such as sexual harassment, union avoidance, drug testing and equal employment opportunity training for supervisors;
• Counsel to hotel and resort property owners regarding Bloodborne Pathogens, health and safety, and hiring and firing issues;
• Advice regarding unionized properties and labor agreements in the sales and acquisitions of hotels and resorts.

Governments and Government Agencies:

• All aspects of hotel property disposition including preparing bid procedures and form contracts, managing the bid process, assisting in selecting preferred bidders, negotiating purchase and sale agreements and closing transactions;
• Counsel involving tax incentives and other government incentive programs, including government guarantees of debt, credit enhancement by government and public/private partnerships for infrastructure and amenities development, such as convention centers, golf courses, water and sewer plants, roads, and theme attractions;
• Drafting timeshare and vacation club laws, tourism development, special taxing districts and gaming laws.

Financing:

• Representation of both borrowers and lenders in construction financings, acquisition financings and multi-party joint ventures;
• Representation of governmental agencies in preparing guidelines and procedures and handling major transactions with leading hotel companies;
• Debt restructuring for hotel and resort properties;
• Representation of Federal agencies in the disposition of hotel properties and handling portfolio sales, individual asset sales, silent auctions, open outcry auctions and negotiated sales;
• Counsel in the areas of mortgage foreclosures, bankruptcies, environmental and labor law issues.

The principals in the Leisure and Resorts Group are active as leaders in nationally recognized professional associations such as ARDA, ULI, Resort Forum, National Realty Committee and International Bar Association.

As the business and legal issues for hospitality clients becomes increasingly complex, we stand ready to provide innovative responses to help our clients meet their objectives.

Latin America and the Caribbean
The Leisure and Resorts Group has a long history of counseling domestic and foreign clients regarding their business interests throughout Latin America and the Caribbean. We regularly represent U.S. clients doing business and investing in other countries and foreign clients doing business and investing in the U.S.

As the global business environment expands, it becomes increasingly important for investors, developers and lenders to have legal counsel who can uncover the network of issues that will lead to a project's success. The Leisure and Resorts Group's principals provide clients with an aptitude for counseling, structuring and negotiating that has been gained from decades of experience handling sophisticated leisure and resort developments worldwide. We combine this background with a unique sensibility of the cultural and political factors involved when working in international arenas. We have worked extensively with local counsel throughout Latin America and the Caribbean and have developed excellent relationships and contacts with high quality firms. On behalf of our clients, we often evaluate and assist in hiring outside consultants who bring a specific expertise to the team. In short, we understand what it takes to provide the guidance clients need to meet their business goals.

The Group also works extensively with foreign governments and quasi-governmental bodies on issues relating to public/private partnerships, tourism development and the privatization and disposal of government enterprises including hotels, resorts, and convention centers.

Our experience in Latin America and the Caribbean includes the following representative matters:

• We represent the Government of Puerto Rico with respect to the privatization of numerous hotels and a convention center. We handle the development of financing structures as well as tax and other incentive programs to expedite privatization and stimulate the development of new resorts. We have also assisted the government in preparing legislation on matters relating to tourism development districts, tax incentives for resort development, interval ownership and gaming.
• We represent the Government of Panama in their efforts to develop the Fort Amador area as a major tourism destination. Our representation involves handling zoning and land use controls, ground leases, concession agreements for hovercraft, cruise ship and monorail development. .
• We represent several multilateral funding agencies including the World Bank and Interamerican Development Bank relating to finance issues for major development throughout Latin America and the Caribbean.
• Curasol Resort, Curacao, Netherlands Antilles-We were engaged to structure a Resort Community Association Plan and Club Membership Plan for a mixed-use resort with hotel, golf, club, and a wide range of residential products.
• Hyatt Dorado Beach/Hyatt Cerromar, Dorado, Puerto Rico-We were engaged by an affiliate of Hyatt Hotels to analyze, restructure, document and assist in the implementation of new club membership programs at two major resort/residential properties.
• The Bahama Club, Exuma Bahamas-We were engaged by developers of a resort/residential project in Exuma to prepare a Private Placement Memorandum to raise initial funds from investors, handle land sales registrations and to structure community association and club membership programs.
• Carambola Resort, St. Croix, U.S. Virgin Islands-We represented a multiple lender syndicate in connection with a real estate foreclosure and disposition of a resort/hotel project.

The Leisure and Resorts Group continues its commitment to assisting clients with all issues specific to this evolving and promising region. Principals in the Group are involved in U.S.-based Latin American Chambers of Commerce, Caribbean/ Latin American Action and other groups focused on business development and political topics particular to the region.

The Group's principals speak several languages in addition to English, including Spanish, Portuguese, Italian and French, and are regularly called upon to draft, review and negotiate sophisticated transactions in these languages. In addition, members of the Group are licensed to practice law in jurisdictions including Venezuela, Brazil, Argentina and Puerto Rico.

Project Restructuring and Dispute Resolution
The Leisure and Resorts Group is a multi-faceted team of professionals that bring experience in project structuring, development, and financing to the challenge of preserving and restructuring single use and mixed use hotel and resort developments. The group regularly represents owners, developers, investors, operators, and financial institutions in all aspects of conflict resolution, project restructuring, loan workouts, foreclosures, and litigation. Our experience in handling these matters, combined with our knowledge and global perspective of the leisure and resorts industry, make us a high value resource to our clients.

The attorneys of the Leisure and Resorts Group believe in avoiding litigation whenever possible. We work hand in hand with clients to evaluate dispute resolution and restructuring alternatives, incorporating the advice of a variety of legal and industry experts, as appropriate. Whether counseling clients regarding labor and employment matters, environmental liabili­ties, operator and franchisor disputes, partnership and shareholder disputes or loan workouts, our industry knowledge assures maximum effec­tiveness and effi­ciency in resolving disputes.

Our experience in the representation of the broad spectrum of stakeholders in a complex hotel or resort development is particularly valuable to a client. Our understanding of the needs and experiences of the parties can eliminate substantial expenditures of time and money on unproductive strategies. This is all the more important in the context of mixed use resort developments and complex financial structures incor­porating hybrid debt-equity investments.

No matter what your problem or obstacle, the Leisure and Resorts Group can provide the responsive and creative solutions that will help you achieve your business objective.

The following is a representative summary of our experience:

• Representation of mortgage lenders in a series of lawsuits relating to a hotel/resort property on St. Croix, Virgin Islands. These disputes included a loan foreclosure and the defense of claims against the lenders relating to labor and employ­ment law matters, including the Plant Closing Act. In addition we successfully represented the lenders in a class action lawsuit brought by the employees
• Experience in representing owners and operators in a broad variety of management contract disputes, including claims regarding performance standards, fiduciary duties, and wrongful terminationRepresentation of clients regarding federal and local employment and labor issues, including facility closings and successor liability issues
• Claims among partners and shareholders, including claims impacting financing covenants
• Management of the due diligence process and conducting litigation audits to determine suc­cessor liability risks
• Management and lease agreement audits to evaluate contractual compliance and advise clients on appropriate courses of action
• In the area of club membership structure, we handle litigation regarding membership plans and disputes between club members and management
• Counseling clients regarding the effects of natural disasters, including hurricanes and extensive environmental contamination

The Leisure and Resorts Group has the ability to quickly understand a situation and determine the best course of action, which is the foundation of our success. Supported by our investigative team, industry resources, and the most up-to-date research capa­bilities, our attorneys work closely to learn the core objective of each client and to develop an approach to achieve that objective. Our professionals get in and get the job done.

Timeshare and Vacation Clubs
The Leisure and Resorts Group has built a worldwide reputation as a leader in the timeshare industry. We combine a team of seasoned leisure and resorts attorneys with renowned industry consultants. Our timeshare attorneys have practiced in the field extensively and have been involved in the shaping and direction of timeshare standards internationally. This level of experience means that we provide an uncommon degree of knowledge, counseling clients in the multi-dimensional factors affecting timeshare development. Through our active participation in the industry we have gained a comprehensive understand­ing of the elements that impact a project's success. The Group represents a range of national and international developers, hospi­tality corporations, government entities, and exchange companies in the complex and evolv­ing issues related to the fastest growing segment in the resort business.

The following is a statement of our qualifications:

• We counsel seasoned timeshare developers and companies that are new to the timeshare arena on all aspects of timeshare development;
• We represent governments in the structuring and drafting of timeshare laws and regulations;
• We represent exchange companies in all aspects of regulatory matters;
• We handle the coordination and filing of necessary approvals such as offering plans, advertising, and promotional plans;
• We negotiate and draft partnership agreements, exchange company affiliation agreements, and financing agreements;
• We draft the full spectrum of documents for regulatory approvals including offering statements, purchase contracts, marketing materials.
• Our timeshare attorneys have been instrumental in drafting Florida's vacation timesharing statute which serves as a model for numerous other jurisdictions.
• Our attorneys travel worldwide and work in numerous jurisdictions to establish trade associations and draft timesharing regulations. We work with governments throughout Latin America and the Caribbean, counseling them regarding timeshare issues.
• Our experience in the international timeshare arena is supported by an extensive group of international attorneys who have the comprehensive understanding of the political, social, business and cultural factors that affect a project's success. This knowledge is effective when dealing with a wide array of legal issues for our clients throughout Latin America and the Caribbean. Attorneys on our staff are licensed to practice in Venezuela, Argentina, Brazil and Puerto Rico.

Clients:
Jack Nicklaus International Golf Club , Breakers Hotel and Club, Palm Beach, Florida, Arvida, American Golf Corporation/National Golf , Pecanwood Estates, Johannesburg, South Africa , Jupiter Island Club, Florida , Del Webb Corporation , Westin Innisbrook -- Tarpon Springs, Florida, The Atlantic -- Fort Lauderdale, Florida, Aqualina Ocean Residences & Resort -- Sunny Isles, Florida, Mutiny on the Bay -- Coconut Grove, Florida, Sonesta Mutiny on the Park -- Coconut Grove, Florida, The Trump Ocean Grande -- Sunny Isles, Florida, DeSoleil -- Miami Beach, Florida, Regent Winter Park Hotel and Residences -- Winter Park, Florida, Las Casita at Wyndham El Conquistador -- Fajardo, Puerto Rico, La Solana -- Punta Mita, Mexico, Las Ventanas al Paraiso -- Cabo San Lucas, Mexico, Sheraton Hotel -- Barra do Tijuca, Brazil, The Olympia Hotel and Resort -- Pyrgos, Greece, The Commonwealth of Puerto Rico , The Republic of Panama , Resolution Trust Corporation , Government of the Island Territory of St. Maarten , Boca Raton Resort and Club , The Breakers Hotel, Palm Beach , Government Development Bank for Puerto Rico , Hyatt Dorado Beach/Hyatt Cerromar, Starwood Capital Group and Starwood Lodging Trust , Puerto Rico Tourism Company , Patriot American Hospitality, Inc , Orange Lake, RCI , Bluegreen Corporation, Manhattan Club