MIX CARD GM Flashcards
M.A.
Associate for 8 years
Starwood Latin Counsel for 11 Years
Consulting Firm 6 years
Director of Legal Affairs 2022
- Oversees operations and development of the global hotel portfolio.
1998 JD Argentina
2005 UCLA
2017 LLM MIAMI
In 2015 and 2016, Martin co-led all in country negotiations resulting in Starwood being the first US based hospitality company to enter Cuba after 60 years.
Organizational History
HR Cafe is the direct parent entity
Seminole HR Entertain is indirect parent entity
Peter Morton and Isaac Tigrett established the first Hard Rock Cafe in London in 1971. Hard Rock International began its global expansion in 1982 when Tigrett and Morton agreed to develop their own Hard Rock Cafes in various parts of the globe. Morton opened Hard Rock Cafes in Los Angeles, San Francisco, Chicago and Houston. Tigrett opened locations in New York, Dallas, Boston, Washington, D.C., Orlando, Paris and Berlin, eventually selling his interest to Mecca Leisure.
In 1990, The Rank Group Plc acquired Mecca and continued expansion of the concept in its geographic territory. Rank then acquired Hard Rock America from Peter Morton in 1996 and consolidated worldwide control of the brand.
In March 2007, the Seminole Tribe of Florida acquired Hard Rock International, Inc. and other related entities from The Rank Group Plc.
Today, Hard Rock International is one of the most globally recognized companies in the world and has venues in over 70 countries; Cafes, Casinos and Hotels.
What is Rev?
Between 100-200 rooms.
HR does not operate a Rev - they have offered franchises of this product.
REVERB by Hard Rock™ is a new select service hotel designed for the modern music lover; a sanctuary for the eclectic, a place where fans meet and experience a melting pot of music culture.
The hotel features a modern, urban design package and programming focused on local music, food and lifestyle.
Each space at REVERB™ is designed with a commitment to lessen environmental impact, dedication to smart technology and an inventive design focused on bringing people together.
All floors in the hotel will contain a fully loaded amenity closet containing premium items like professional grade irons, lit vanity mirrors, extra pillows, plush sleeping bags, carafes for on tap still and sparkling filtered water.
What is HRH?
Music Themed full service hotel establishing that provides lodging and food and beverage of a particular character.
Internationally recognized as a world-class entertainment and lifestyle brand, Hard Rock Hotels offer stylish and contemporary design, unparalleled service and the thread that unites them all – music. Hard Rock Hotels cater to the evolving and distinctive needs of today’s cosmopolitan, modern travelers, who seek a reprieve from traditional, predictable properties, whether for business or leisure travel.
With passion, authenticity and unpredictability taking center stage, every Hard Rock Hotel adds character to the iconic brand, a global institution of music culture. Through music appreciation and an imaginative environment, Hard Rock Hotels delivers products for the varied aspects of life – work, play and personal sanctuary.
Key Fees in a Franchise Agreement
1a) FDD
1b)Application Fee
2) Initial Franchise Fee - flat fee or x amount per room
3) Royalty Fees % of total revenue
4) Technical Services Fee - X per room
5)Program Fee (marketing fund; development and licensing of software; reservation system)
6) Reservation equipment set up fee
7) Reserve Fund to replace FFE
8) Marketing Fee
9) Reservation Fee
10) Sales Referral Program Fee
11) Key Money
Key Fees in a Management Agreement
1) Application Fee
2) Management Fee
3) Technical Services Fee
4) Incentive Management Fee
5) Marketing Fee
6) Merchandise Fee
7) Memorabilia Lease Fee
8) Reservation Fee
Key Issues - HRH Old San Juan
Branded mixed use development to include hotel, merchandise store, and residences.
Enter into Hotel Management Agreement for the hotel.
Enter into Marketing and Operating License Agreement with respect to the branded residences.
1) Personal Guaranty
- Heavily negotiated
- Originally tried to get a $1M cap from a corporate guarantor
-No cap on liability - but principals shall provide personal guaranties with caps prior and post financing.
2 ) Alot of education on industry standards and what the brand has done on prior deals. Several groups (operations/marketing) stepping in to educate and build rapport.
Sales Referral Program
Negotiated Where we could:
1) Wanted a 30 year term - 20 was brand standard but agreed on 30.
2) Reduction of Guest rooms from 1000 to 800
3) Change in LTV from 70 to 75%
Held the LIne
1) Developer did not want HR to have approval rights over leases and management agreements - Kept to standard
2) Keep fees as is brand standard in documents
3) 30 day cap on lapse of liquor license
4) Hotel and Casino had to be transferred as a package and not to separate parties.
5) Full release of liability upon the sale of the hotel
6) Language regarding crimes/moral turpitude
Key Issues - Rev Hamburg
Location: WWII Bunker
Name: Proposed by Franchisee - needs to be approved by HR Marketing Department.
Negotiated Where we could:
1) Agreed that Fees for Sales referral is based on actually bookings and not leads.
2) Didn’t want to use HR’s fixed list of services and vendors
- Operations Team to determine the process to ensure HR standards are met.
3) Want to reduce complimentary lodging from 50 to 10 - We settled on 30 nights.
4) Issues with the key representatives (Finance Director and GM being requested as key contacts under the document) - had to set hiring and training milestones to give franchisee time to catch up.
5) Franchisee wanted 50% of the marketing contributions used in euro market and agreed to this.
Held the Line
1) Reserve Fund - Discretion and Standard of HR remained
2) Use of brand standard software not some other 3rd party product - Sal from Operations explained this.
3) Cannot be released from any pre-assignment liability.
4) Wanted a Euro version of National Association - No
5) Fees to mirror Form.
Compliance
-2022 we had to send a letter for failure to comply with the terms of the Franchise Agreement with respect to design, layout, construction of the hotel and layout of public areas.
-Franchisee cannot make modifications without Franchisor’s prior written consent.
-Franchisor will control and establish requirements.
Hamburg Working with Local Counsel
Critical to be able to respond to issues regarding:
1) Language to govern agreement
2) Differences in insurance requirements and availability of coverage
3) Statute of limitation for claims / survival of certain provisions of an agreement
4) Any franchise requirements in Germany
My career experiences
In my current position, I routinely work cross-functionally with both business and legal
departments of professional sports organizations, international hospitality chains, and other
domestic and international businesses. I provide legal counsel to these organizations and
businesses in order to strategically navigate legal issues encountered in transactions, day-to-day
operations, and other business and corporate matters. As set forth below in more detail, I have
experience assisting a diversified set of clients on a variety of complex legal matters. Through my
legal training and work experience, I have developed the skills and expertise necessary to
seamlessly transition into the role of Associate Counsel and to meaningfully contribute to the
objectives of the legal department and the c organization as a whole.
I am a real estate and corporate attorney that specializes in hospitality and sports law, two areas that often intersect.
I have worked with other brands such as Hyatt, Marriott, and Melia Hotels.
Most of the deals I work on involve real estate, finance, M&A, hotel management agreements, and similar transactions.
I am usually brought in at the early stages of a proposed transaction to assist with deal structuring, letters of intent, and analysis of project viability.
I frequently interact with the client’s in-house legal and business teams and work with a team of lawyers at the firm.
I try to accomplish objectives without pointing out issues without proposed solutions.
I try to listen to both side of every issue and do what is needed to bridge the gap and get issues resolved.
General Training/Team
Trained to assist when clients are involved in complex transactions, contemplating large projects, or facing difficult legal issues, the team is brought in to analyze the situation and develop creative and efficient strategies to meet the business objectives.
Team is known for mixed use projects such as resort hotels, branded residences, casino, retail, restaurant, etc.
Represent brands, hotel owners, management companies, franchisors in the acquisition, managing, branding of hotel properties and all related documentation.
What are key documents under Hotel Management Agreement?
1) Letter of Intent
2) Hotel Management Agreement
3) Memorabilia Lease
4) Guaranty
What are key documents under Hotel Franchise Agreement?
1) Letter of Intent
2) FDD
3) Franchise Agreement
4) Manager’s Acknowledgment - approval of manager
5) Guaranty
6) Data Processing Agreement
7) Memorabilia Lease
8) Reservation Services Agreement
9) Comfort Letter
Branded Residences?
Hr is the licensor and grants a license to develop and brand such residential project through the use of its service marks, trademarks, and other IP.
Requirements
1) Build a certain amount of residence
2) Meet a milestone for construction and opening
3) Keep Brand Standards
This includes other concepts:
1) Condominium formation
2) Formation and operation of Condominium Association
3) Additional Guaranty required for this.
4) Marketing requirement and parameters
5) Contingent upon Hotel Management Agreement or license.
6) Joint use of amenties in hotel and residences
7) Path after termination
Fees to Licensor
- Residence Fee -% of Residences Gross Sale Rev
- Technical Services Fee
- Reimbursement for out of pocket expenses of licensor in doing its duties under the agreement.
Current Event/ News
November 2024 - Bristol VA Hard Rock Hotel and Casino
January 2025 - Conversion of Mirage Hotel in Las Vegas to a Hard Rock
2029 Reveb in Pensacola Florida
Hamburg one of the best places to visit in the World
2024 Partnership with Royal Carribbean
JD Power customer satisfaction
Key Questions
1) Expansion or replacement position
2) Most rewarding part of being here since 2022
3) Most challenging part of your job
4) Evaluations/ Feedback
5) What’s the performance review process like here? How often would I be formally reviewed?
6)Who will I work with most closely? What other departments or units will I interact with?
7) What are the next steps in the hiring process?
Experience with this team
Assisted the Hard Rock with several hotel management and franchise deals domestically and abroad.
Assisted with transactions in over 7 countries (Puerto Rico; Belize; Spain; Germany; Thailand; Germany; US)
What are the key documents in a Franchise Agreement?
1) Letter of Intent
2) Franchise Agreement
3) Guaranty
4) Lease/ Construction Documentation
5) Certificate of Compliance
6) Data Processing Agreement
What is the Data Processing Agreement?
Determines the rights and obligations of the parties with respect to the processing of personal information from guests and applies to all activities of the hotel developer.
- Ensures compliance with Data Protections Laws - domestically and internationally
- Ensures that the parties take technical and organizational measures to protect guest data from accidental or unlawful disclosure and or use and sets parameters for marketing uses.
- Gives the hotel audit rights
Reservation Services Agreement
- The Brand owns or has the intellectual property rights to the computerized hotel booking reservation system.
-Hotel Owner/Developer desire to participate in such system for the purposes of making reservations for the hotel.
- Owner has the obligation to solely uses these system, implement them, and observe all requirements put in place from time to time by the brand.
- Parties work together to ensure compliance with rules, efficiency of operations, and to keep systems current and operable.
Memorabilia Lease
HRCafe International is the owner of a collection of rock and roll memorabilia.
Hotel operator desires to lease certain articles of memorabilia for display at the hotel.
Co-terminous with other documents. It is important that it terminate in the event the underlying operating agreement terminates.
Parties agree upon installation and relocation.
Also addresses risk of loss and maintenance obligations.
Personal Strengths
Calm Under Pressure
Organized
Core Value - Balance and Respect
What are Brand Initiatives?
Hotel owner/developer has to participate in all brand initiatives and loyalty programs. Must pay all fees associated with that.
Guaranty
To provide credit satisfactory for all the obligations the party has under the underlying agreement.
Often times has financial covenants.
