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Resolution 2018-30298 RESOLUTION NO. 2018-30298 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND CITYWIDE PROJECTS COMMITTEE, AT ITS APRIL 20, 2018 MEETING, AND AUTHORIZING THE PURCHASE OF A TENNIS SOFTWARE SYSTEM FROM VERMONT SYSTEMS, INC, IN AN AMOUNT NOT TO EXCEED $8,000.00 FOR A TRAINING SESSION AND $3,360.00 ANNUALLY FOR THE ANNUAL MAINTENANCE FEE, TO STANDARDIZE THE SOFTWARE FOR BOTH TENNIS CENTERS, AND APPROVING, IN SUBSTANTIAL FORM, AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY AND MIAMI BEACH TENNIS MANAGEMENT, LLC FOR TENNIS MANAGEMENT AND OPERATIONS SERVICES AT THE CITY'S FLAMINGO TENNIS CENTER; SAID AMENDMENT, IN MATERIAL PART: (1) ACKNOWLEDGING THE RENEWAL OF THE LAST ONE-YEAR RENEWAL OPTION (JUNE 1, 2018— MAY 31, 2019) AND CONTRACTOR'S EDUCATIONAL COMPACT FUND CONTRIBUTION, IN THE AMOUNT OF $10,000; (2) PROVIDING THE CITY WITH UTILIZATION OF COURTS FOR CITY PRODUCED TENNIS RELATED SPECIAL EVENTS AND/OR CITY SPONSORED SPECIAL EVENTS SUCH AS LOCAL AND INTERNATIONAL TENNIS TOURNAMENTS; (3) INCREASING THE ANNUAL MEMBERSHIP FEES AND ADDING LANGUAGE ADDRESSING LIGHT FEES; (4) INCLUDING USE OF CLUB BASKETS; (5) UPDATING THE TENNIS SOFTWARE PROVIDER; AND (6) UPDATING VARIOUS OTHER CLAUSES, INCLUDING REMOVING MISCELLANEOUS INAPPLICABLE LANGUAGE, SUBJECT TO FINAL NEGOTIATIONS BY THE ADMINISTRATION AND REVIEW AND FORM APPROVAL BY THE CITY ATTORNEY; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL AMENDMENT. WHEREAS, on July 14, 2014, the City and Miami Beach Tennis Management, LLC ("Contractor") executed the Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Agreement (the "Agreement"); and WHEREAS, on July 26, 2017, the Mayor and City Commission adopted Resolution No. 2017-29935, approving Amendment No. 1 to the Agreement, said Amendment, in material part, providing for the removal of the North Shore Tennis Center from the scope of the Agreement and reducing the Minimum Guarantee payments due to the City, accordingly (the Agreement and Amendment No. 1 shall be collectively referred to herein as the "Agreement"); and WHEREAS, at the March 7th Commission Meeting, a discussion regarding the renegotiation of the Agreement was referred to the Finance and Citywide Projects Committee ("FCWPC"); and WHEREAS, the Agreement is set to expire on May 31, 2018; and WHEREAS, the City met with Contractor to discuss the following proposed changes to the Agreement: Modification to Section 2: Centers to be Managed 2.2 Language regarding conducting a site inspection prior to the commencement date of the Agreement has been deleted as it is no longer relevant. Modification to Subsection 3.3: Food and Beverage Service 3.3.5 Language regarding the requirement of Food Service Management Certification has been deleted as it is no longer relevant. Modification to Subsection 3.4: Sale of Tennis Pro Shop Related Items and Services Language included that the Contractor will provide a club basket available for use on a first come first serve basis for members and resident nonmembers. Use of the club basket will be for a fee of $10.00 per hour for members and $20.00 per hour plus court fees for nonmembers. Usage of the club basket will be limited to no more than 2 players on a court. Modification to Subsection 3.6: Personnel Background. ID Badge Requirements Language regarding required City ID's for Contractor personnel has been deleted as it is no longer relevant. Modification to Subsection 4.4: Reconciliation of Accounts as of Commencement Date Deleted entirely as it is no longer relevant. Modification to Subsection 8.6: Migration of Employees Deleted entirely as it is no longer relevant. Modification to Subsection 10: Tennis Fees, Charges and Programs & Related Services to be Provided 10.1 Weather and light fee language modified to provide that If the playtime of a tennis user (of a court, lesson, clinic, etc.) is interrupted due to weather, resulting in less than 30 minutes of play, the user will be entitled to a reimbursement/pay-out/raincheck. If there is a weather interruption, but the play time exceeded 30 minutes, it will be at the discretion of the Contractor whether or not to offer a reimbursemenUpay-ouUraincheck. Furthermore, light fees will only be charged to non-members. Those purchasing memberships will not be required to pay light fees. 10.7 Computer software system language deleted and replaced to reflect that Contractor will utilize the City's current recreation software system (i.e RecTracNVebTrac) for the purposes of tracking reservations, financials, memberships, concessions, merchandise, etc. Modification to Subsection 11.2: BuildingIs) and Facilities Maintenance Language included that the Contractor is responsible for servicing the landscaped area within the Center in accordance with City standards. Modification to Subsection 11.5: Equipment Language included to add the ice machine and note the Contractor is required to maintain ice machine at its own cost and expense. Language referencing the $16,000.00 credit paid to Miami Beach Tennis Management by the City for equipment purchased by Miami Beach Tennis Management to operate and maintain the North Shore Tennis Center was removed. Modification to Subsection 17.2 City Special Events Language deleted and replaced with language providing that the City reserves the right to utilize the Center for City produced tennis related special events and/or other City sponsored special events productions, such as local and international tennis tournaments, at no charge for a minimum of 224 court days. Under certain circumstance and with City approval, the City may allow for the Contractor to negotiate a per court usage fee if additional courts are required that exceed the minimum of 224 court days. The City at any time may require the use of all courts at no cost to the City with the approval of the City Commission. Contractor would retain any income related to the special event and/or production as it pertains to food and beverage concessions, stringing and merchandise sales, and providing that facility usage for events may include use of: locker rooms, activity rooms and office space, umpire chairs, umbrellas, coolers, scoreboards, net-sticks and the like. Further, providing that if the City and Contractor cannot reach agreement, the Contractor will be required to cease and desist operations during the term of, and in the area of the special event and/or production. WHEREAS, in order to standardize the software for both tennis centers, the City will purchase a tennis software from Vermont Systems, Inc. in an amount not to exceed $8,000.00 for a training session and $3,360.00 annually for the annual maintenance fee; and WHEREAS, at the March 13, 2018 Finance and City-Wide Projects Committee meeting, the Committee instructed staff to negotiate with contractors during contract renewal negotiations for a possible contribution to the City's Education Compact Fund to support the City's Educational Initiatives; and WHEREAS, staff from the Parks and Recreation and Procurement Departments met with the Contractor to discuss a possible contribution to the Education Compact Fund and Contractor agreed to contribute $10,000, payable in quarterly installments during the term of the renewal; and WHEREAS, at the direction of the City Commission, the discussion of the proposed modifications to the Agreement with Contractor was heard at the April 4t, 2018 Parks and Recreational Facilities Advisory Board meeting, where the Board unanimously passed the following motion: The Parks and Recreational Facilities Advisory Board motions to favorably recommend extending the one year renewal of the Management Agreement with Miami Beach Tennis Management to include the amendments made to the Agreement as discussed at our Board meeting; and WHEREAS, the Parks and Recreational Facilities Advisory Board also discussed current tennis membership fees and recommended an increase to the fees which have not been raised since 2003, and unanimously passed the following motion: The Parks and Recreational Facilities Advisory Board motions to recommend increasing tennis membership fees and eliminating light fees for members; and WHEREAS, Resolution 2003-25299 established an administrative process to review all City fees based on a threshold change in the Consumer Price Index (CPI) in concert with a survey of fees for similar services in surrounding communities or an increased cost for providing such service; and WHEREAS, staff conducted research on fee scales for similar tennis complexes located in cities such as Coral Gables, Sunrise, North Miami Beach, Pembroke Pines and Hollywood and, based upon the research, the Administration is recommending a slight increase in the annual tennis membership fees for adults and families; and WHEREAS, at the April 20, 2018 FCWPC meeting, Committee members discussed the proposed changes to the Agreement, including the use of club baskets and secure payments, and recommended the removal of the dual membership option for the proposed amendment, leaving it open for discussion at a future time; and WHEREAS, the Administration recommends approving, in substantial form, Amendment No. 2 to the Agreement, incorporated herein by reference and attached to the City Commission Memorandum accompanying this Resolution. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that Mayor and City Commission hereby accept the recommendation of the Finance and Citywide Projects Committee, at its April 20, 2018 meeting, and authorize the purchase of a tennis software system from Vermont Systems, Inc., in an amount not to exceed $8,000.00 for a training session and $3,360.00 annually for the annual maintenance fee, to standardize the software for both tennis centers, and approve, in substantial form, Amendment No. 2 to the agreement between the City and Miami Beach Tennis Management, LLC for Tennis Management and Operations Services at the City's Flamingo Tennis Center; said Amendment, in material part, (1) acknowledging the renewal of the last one-year renewal option (June 1, 2018 — May 31, 2019) and Contractor's Educational Compact Fund contribution, in the amount of $10,000; (2) providing the City with utilization of courts for City produced tennis related special events and/or City sponsored special events such as local and international tennis tournaments; (3) increasing the annual membership fees and adding language addressing light fees; (4) including use of club baskets; (5) updating the tennis software provider; and (6) updating various other clauses, including removing miscellaneous inapplicable language, subject to final negotiations by the Administration and review and form approval by the City Attorney; and further authorize the Mayor and City Clerk to execute the final Amendment. PASSED AND ADOPTED this 16th day of May, 2018. *i.INCORP ORATED * RATED *!/� ;. ...-0}tan Gelber, Mayor ATTEST: RCH 2 6"77 AtSL L i Y "PROVED •$TO 3t FORs :-LA UAGE Rafae E. Granado, City Clerk R EX UTION A-orney .' r Dote Resolutions - C7 J MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: May 16, 2018 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND CITYWIDE PROJECTS COMMITTEE AT ITS APRIL 20, 2018 MEETING APPROVING, IN SUBSTANTIAL FORM, AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY AND MIAMI BEACH TENNIS MANAGEMENT, LLC FOR TENNIS MANAGEMENT AND OPERATIONS SERVICES AT THE CITY'S FLAMINGO TENNIS CENTER; SAID AMENDMENT, IN MATERIAL PART, PROVIDING FOR THE ADDITION OF LANGUAGE RELATED TO MEMBERSHIP RATES, LIGHTING FEES, CLUB BASKETS, REQUIREMENTS FOR TENNIS SOFTWARE, GRANTING A PROCUREMENT AUTHORITY TO ADD AN ADDITIONAL TRAINING SESSION NOT TO EXCEED $8,000.00 AND 8 ADDITIONAL USERS TO THE ANNUAL MAINTENANCE FEE NOT TO EXCEED AN ADDITIONAL $3,360.00 ANNUALLY TO THE CITY'S CONTRACT WITH VERMONT SYSTEMS, INC., MAINTENANCE REPAIRS, EQUIPMENT AND COURT INSPECTIONS AND UTILIZATION OF COURTS FOR CITY PRODUCED TENNIS RELATED SPECIAL EVENTS AND/OR CITY SPONSORED SPECIAL EVENTS SUCH AS LOCAL AND INTERNATIONAL TENNIS TOURNAMENTS TO BE ADDED TO THE SCOPE OF THE AGREEMENT, REMOVING LANGUAGE RELATED TO SITE INSPECTION PRIOR TO AGREEMENT COMMENCEMENT DATE, FOOD SERVICE MANAGEMENT CERTIFICATION, CITY ISSUED ID BADGES, RECONCILIATION OF ACCOUNTS, AND MIGRATION OF EMPLOYEES, AS APPLICABLE, SUBJECT TO FINAL NEGOTIATIONS BY THE ADMINISTRATION AND REVIEW AND FORM APPROVAL BY THE CITY ATTORNEY; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL AMENDMENT. RECOMMENDATION Mayor and City Commission approval of Amendment No. 2, in substantial form, to the agreement between the City and Miami Beach Tennis Management, LLC for tennis management and operations services at the City's Flamingo Tennis Center; said Amendment, in material part, providing for the addition of language related to membership rates, lighting fees, club baskets, requirements for tennis software, granting a procurement authority to add an additional software training session not to exceed $8,000 and 8 additional users not to exceed $3,360.00 to the City's contract with Vermont Systems, Inc., maintenance repairs, equipment and court inspections and utilization of courts for City produced tennis related special events and/or city sponsored special events such as local and international tennis tournaments to be added to the scope of the agreement, repaving language related to site inspection prior to agreement commencement date, food service management Page 707 of 1842 certification, City issued ID badges, reconciliation of accounts, and migration of employees, as applicable, subject to final negotiations by the administration and review and form approval by the City Attorney; and further authorizing the Mayor and City Clerk to execute the final Amendment. ANALYSIS At the March 7th Commission Meeting, a discussion regarding the renegotiation of the Miami Beach Tennis Management, LLC Agreement to provide professional tennis management and operation services at the Citys Flamingo Park Tennis Center was referred to the Finance and Citywide Projects Committee("FCWPC"). The current agreement for professional tennis management and operations services at the Flamingo Park Tennis Center (Exhibits A and B) is set to expire on May 31, 2018 with the contractor, Miami Beach Tennis Management, LLC.The agreement allows for two(2)additional one (1)year renewal options; however,the City is seeking approval from the Commission on possibly renegotiating some of the terms of the agreement. The City has met with Miami Beach Tennis Management to discuss renegotiating some of the terms of the current agreement(Exhibit C),of which the main highlights are outlined below: Modification to Section 2: Centers to be Managed 2.2 Language regarding conducting a site inspection prior to the commencement date of the agreement has been deleted as it is no longer relevant. Modification to Subsection 3.3: Food and Beverage Service 3.3.5 Language regarding the requirement of Food Service Management Certification has been deleted as it is no longer relevant. Modification to Subsection 3.4: Sale of Tennis Pro Shop Related Items and Services Language included that the Contractor will provide a club basket available for use on a first come first serve basis for members and resident nonmembers. Club Basket will be for a fee of$10.00 per hour for members and $20.00 per hour plus court fees for nonmembers. Usage of the club basket will be limited to no more than 2 players on a court. Modification to Subsection 3.6: Personnel Background.ID Badge Requirements Language regarding required City ID's for Contractor personnel has been deleted as it is no longer relevant. Modification to Subsection 4.4: Reconciliation of Accounts as of Commencement Date Deleted entirely as it is no longer relevant. Modification to Subsection 8.6: Migration of Employees Deleted entirely as it is no longer relevant. Modification to Subsection 10: Tennis Fees,Charges and Programs&Related Services to be Provided 10.1 Weather and Light fee language modified to read: If a tennis user of a court, lesson, clinic, etc. play is affected with less than 30 minutes of play due to weather, the user will be entitled to a reimbursements/pay-out/raincheck. If play exceeds 30 minutes it's at the discretion of the Contractor to offer a reimbursements/pay-out/raincheck. Furthermore, Light Fees will only be charged to non-members. Those purchasing memberships will not be required to pay light tees. 10.7 Computer software system language deleted and replaced with:The Contractor shall utilize the Citys current recreation software system (i.e RecTrac/WebTrac) for the purposes of tracking reservations, financials, memberships, concessions, merchandise, etc. The Contractor shall have Tennis Module rights to the Flamingo Park Tennis Center computer software system.Additionally, phone and in-person reservations must be provided for by the Contractor all of which must be cross referenced to avoid overbookings, no-shows, and adherence to prioritization Page 708 of 1842 and utilization of courts for public usage by restricting lesson/clinic/programming courts during peak hours.All revenue collected at the Center must go through the City approved secured systems. Modification to Subsection 11.2: Building(s)and Facilities Maintenance Language included that the Contractor is responsible for servicing the landscaped area within the Center in accordance with City standards. Modification to Subsection 11.5: Eutaw-tent Language included to add the ice machine and note the Contractor is required to maintain ice machine at its own cost and expense. Language referencing the $16,000.00 credit paid to Miami Beach Tennis Management by the City for equipment purchased by Miami Beach Tennis Management to operate and maintain the North Shore Tennis Center was removed. Modification to Subsection 17.2 City Special Events Language deleted and replaced with: Notwithstanding Subsection 17.1 above, and in the event the City, at its sole discretion, deems that it would be in the best interest of the City, the City reserves the right to utilize the Center for City produced tennis related special events and/or other City sponsored special events productions such as local and international tennis tournaments. In such cases, the City will coordinate with the Contractor to cooperatively produce such events. Contractor agrees that the number of courts utilized shall be determined by the City and that events will be held during the Center's operating hours. Contractor will provide for at no charge a minimum of 224 court days. Under certain circumstance and with City approval, the City may allow for the Contractor to negotiate a per court usage fee if additional courts are required that exceed the minimum of 224 court days. The City at any time may require the use of all courts at no cost to the City with the approval of the City Commission.Contractor shall retain any income related to the special event and/or production as it pertains to food and beverage concessions, stringing and merchandise sales. Contractor agrees that facility usage for events may include use of: locker rooms, activity rooms and office space, umpire chairs, umbrellas, coolers, scoreboards, net-sticks and the like. If negotiations between the City and the Contractor prove to be unsuccessful,the Contractor shall cease and desist operations during the term of, and in the area of the special event and/or production. At the direction of the Commission,the discussion of the proposed modifications to the agreement with Miami Beach Tennis Management was heard at the April 4th, 2018 Parks and Recreational Facilities Advisory Board meeting where the Board unanimously passed the following motion:The Parks and Recreational Facilities Advisory Board motions to favorably recommend extending the one year renewal of the Management Agreement with Miami Beach Tennis Management to include the amendments made to the agreement as discussed at our Board meeting. (Exhibit D) It is also important to note that the Parks and Recreational Facilities Advisory Board discussed current tennis membership fees and recommended an increase to the fees which have not been raised since 2003. The Board unanimously passed the following motion: The Parks and Recreational Facilities Advisory Board motions to recommend increasing tennis membership fees and eliminating light fees for members. Resolution 2003-25299(Exhibit E)established an administrative process to review all City fees based on a threshold change in the Consumer Price Index (CPI) in concert with a survey of fees for similar services in surrounding communities or an increased cost for providing such service.The CPI from 2003 to 2018 has increased by 35.3%. The Department has conducted research on fee scales for similar tennis complexes located in cities such as Coral Gables, Sunrise, North Miami Beach, Pembroke Pines and Hollywood and as such is recommending a slight increase in annual memberships for adults and families as follows: Current Annual Memberships Proposed Annual Membership Page 709 of 1842 Resident Non-Res Resident Non-Res Adult: 5210.00 $550.00 5250.00 $590.00 **Youth: _ $75.00 $250.00 $75.00 $290.00 "Senior(65): $175.00 5425.00 $175.00 $465.00 Family: (Includes two adults&two youth, each $500.00 51,250.00 $540.00 $1,290.00 additional youth $50) **There would be no increase to these resident rates. The proposed rates would be inclusive of the current$1.50 per hour light fee upon paid membership. Light fees would still be charged to non-members. At the April 20, 2018 FCWPC meeting, Committee members discussed the changes to the amendment. They discussed clarification on the use of club baskets and secure payments. They also agreed to remove the dual membership option for the amendment and for it to be discussed during another time. The contract amendment was moved as amended. Legislative Tracking Parks and Recreation ATTACHMENTS: Description ❑ Exhibit A- Miami Beach Tennis Management, LLC Agreement ❑ Exhibit B — Miami Beach Tennis Management. LLC Agreement Amendment No. 1 ❑ Exhibit C — Miami Beach Tennis Management. LLC Agreement Amendment No. 2.- DRAFT o Exhibit D —Parks and Recreational Facilities Advisory Board LTC 181-2018 ❑ Exhibit E — Resolution 2003-25299 o Exhibit F -Tennis Center Membership Comparisons Page 710 of 1842 EXHIBIT A MIAMI BEACH TENNIS MANAGEMENT, LLC . AGREEMENT TO PROVIDE PROFESSIONAL TENNIS MANAGEMENT AND OPERATIONS SERVICES AT THE CITY'S FLAMINGO AND NORTH SHORE TENNIS CENTERS Page 711 of 1842 INDEX TITLE PAGE SECTION 1. TERM 4 SECTION 2. CENTERS TO BE MANAGED 5 SECTION 3. USE(S) 6 3.1 Public Tennis Facility. 6 3.2 Prohibited Activities. 6 3.3 Food and Beverage Service. 7 3.4 Sale of Tennis Pro Shop Related Items and Services 8 3.5 Hurricane Evacuation Ran. 8 3.6 Personnel Background Checks, ID Badge Requirements 8 SECTION 4. FINANCIAL REQUIREMENTS 9 4.1 Performance Bond or Alternative Security 9 4.2 Payment of Expenses, City's Minimum Guarantee, Payment to Contractor, Reports.. 10 4.3 Sales and Use Tax. 12 4.4 Reconciliation of Accounts as of Commencement Date 12 SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS. 13 SECTION 6. INSPECTION AND AUDIT 13 SECTION 7. TAXES, ASSESSMENTS, AND UTILITIES 14 7.2 Procedure If Ad Valorem Taxes Assessed 14 SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS 14 8.5 Living Wage Requirement. 15 8.6 Migration Of Employees. 16 SECTION 9. HOURS OF OPERATION & COURTS USAGE . . 16 9.3 Court's Usage 16 9.4 Public Benefits 17 SECTION 10. TENNIS FEES, CHARGES AND PROGRAMS & RELATED SERVICES TO BE PROVIDED 18 SECTION 11. ALTERATIONS, MAINTENANCE, AND REPAIRS & SECURITY. 19 11.1 Building and Facilities Alterations 19 11.2 Building(s) and Facilities Maintenance 19 11.3 Courts and Related Facilities Maintenance Standards 20 11.4 Recycling, Litter, Garbage and Debris Removal 20 11.5 Equipment. 20 11.6 Orderly Operation 21 11.7 No Dangerous Materials 21 11.8 Security. 21 11.9 Inspection 22 SECTION 12. INSURANCE 22 SECTION 13. FINES AND PENALTIES 23 SECTION 14. INDEMNITY. 24 'i, Page 712 of 1842 14.4 Subrogation 24 14.5 Force Majeure. 24 14.6 Labor Dispute. 25 14.7 Waiver of Loss from Hazards. 25 SECTION 15. DEFAULT AND TERMINATION. 25 15.1 Bankruptcy. 25 15.2 Default in Payment. 25 15.3 Non-Monetary Default 26 15.4 City's Remedies for CONTRACTOR'S Default 26 15.6 Surrender of Center 27 15.7 Termination for Convenience. 27 SECTION 16. ASSIGNMENT 27 SECTION 17. SPECIAL EVENTS 28 17.2 City Special Events 28 SECTION 18. NO IMPROPER USE 29 SECTION 19. NOTICES 29 SECTION 20. LAWS. 29 20.1 Compliance. 29 20.2 Governing Law. 30 20.3 Equal Employment Opportunity 30 20.4 No Discrimination. 30 SECTION 21. MISCELLANEOUS. 30 21.1 No Partnership. 30 21.2 Modifications. 30 21.3 Complete Agreement. 30 21.4 Headings. 30 21.5 Binding Effect. 31 21.6 Clauses. 31 21.7 Severability 31 21.8 Right of Entry 31 21.9 Nota Lease 31 21.10 Signage. 31 21.11 Conflict of Interest. 31 21 .12 Reasonableness 31 21 .13 Procedure for Approvals and/or Consents. 32 21.14 No Waiver. . 32 21.15 No Third Party Beneficiary 32 SECTION 22. LIMITATION OF LIABILITY 32 SECTION 23. VENUE. 32 SECTION 24. FLORIDA PUBLIC RECORDS LAW 33 SECTION 25. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES. 33 Page 71of 1842 AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND MIAMI BEACH TENNIS MANAGEMENT, LLC. FOR TENNIS MANAGEMENT AND OPERATIONS SERVICES AT THE CITY'S FLAMINGO AND NORTH SHORE TENNIS CENTERS THIS AGREEMENT made the_day of , 2014 ("Effective Date"), between the CITY OF MIAMI BEACH, a municipal corporation of the State of Florida (hereinafter called "City"), having its principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and MIAMI BEACH TENNIS MANAGEMENT, LLC., a Florida limited liability company, having its • principal offices at 1079 NE 96th Street, Miami Shores, Florida 33138 (hereinafter called "CONTRACTOR"). WITNESSETH WHEREAS, on February 11, 2013, the City issued a Request for Proposals No. 095- 2013ME,for Professional Tennis Management and Operation Services at the City's Flamingo and North Shore Tennis Centers (the`RFP"); and WHEREAS, on April 23, 2014, the Mayor and City Commission accepted the recommendation of the City Manager and authorized the Administration to enter into negotiations with CONTRACTOR,as the most qualified proposer pursuant to the RFP, to manage and operate the Flamingo and North Shore Tennis Centers (the"Centers"). NOW THEREFORE, in consideration of the Premises and the mutual covenants and conditions herein contained and other good and valuable consideration,the receipt and adequacy of which are hereby conclusively acknowledged, it is agreed by the parties hereto follows: The City hereby grants to the CONTRACTOR,and the CONTRACTOR hereby accepts from the City, the exclusive right to operate and manage the Centers,in conformance with the purposes and for the period stated herein, and subject to all the terms and conditions herein contained. SECTION 1. TERM. 1.1 This Agreement shall be for an initial term of three (3) years. The Agreement shall be deemed by the parties hereto to have commenced retroactively, as of June 1, 2014, (the "Commencement Date"). and shall terminate on May 31, 2017. it 12 The City shall have the right, at its sole option and discretion, and provided further that CONTRACTOR is in good standing under the Agreement,to renew this Agreement for two (2)additiona I one-year terms,by providing CONTRACTOR with at least sixty(60)days prior written notice of its intent to renew the Agreement. 1.4 PRICES SHALL BE FIXED AND FIRM:All prices quoted in the CONTRACTOR's proposal in response to the RFP, which prices are attached and incorporated as Exhibit"B"hereto, shall remain firm and fixed during the initial term of the Agreement. During the renewal term(s),the City may, at its sole option and discretion, consider price increases,based upon the cumulative CPI increases since the Commencement Date or 3%,whichever is less. The Page 714 of 1842 CPI increase shall be determined by using the applicable Bureau of Labor Statistics (vwvw.bls.gov) CPI-U index, and computing the percentage of increase from the Commencement Date, as the base month and year, as compared to the month and year of the first day of each renewal period. During the renewal term(s), the City may also, at its sole option and discretion, consider price increases based on increases mandated by the City's Living Wage Ordinance(as codified in Sections 2-407 through 2410 of the City Code, and as may be amended from time to time): provided, however, that in considering cost escalations due to Living Wage increases, the City shall only consider the direct costs related to such increases, exclusive of overhead, profit, or any other related costs. SECTION 2. CENTERS TO BE MANAGED. 2.1 The City has employed the CONTRACTOR, and CONTRACTOR agrees, to operate, manage and maintain, the following City-owned recreational facilities (hereinafter such recreational facilities may be referred to individually as a "Center" or collectively as the • "Centers"): 2.1.1 That certain City-owned recreational facility commonly known as the Flamingo Tennis Center, located al 1200 Meridian Avenue, Miami Beach, Florida 33139, together with all buildings, improvements and fixtures located thereon. The Center's premises are further delineated in Exhibit "A-1" (Site Map of Flamingo Tennis Center), attached hereto. 2.1.2 That certain City-owned recreational facility commonly known as the North Shore Tennis Center,located at 501 72 Street, Miami Beach, Florida 33141,together with all buildings,improvements and fixtures located thereon. The Center's premises are further delineated in Exhibit"A-2"(Site Map of North Shore Tennis Center),attached hereto. 2.2 CONTRACTOR herein accepts the Centers, including, without limitation, all buildings, improvements, and fixtures located thereon, in their"as is 'where is"condition,and agrees that the City shall have no obligation to improve, repair,restore,refurbish,or otherwise incur any expense in improving or changing the condition of the Centers at any lime during the Term of this Agreement. Prior to the Commencement Date, City and CONTRACTOR shall conduct a site inspection of the Centers. CONTRACTOR shall,within ten(10)days of such inspection,notify the City of any necessary repairs, and the City shall make such repairs if, in its sole and reasonable discretion, it deems necessary. The City shall also,within ten (10)days of the inspection, notify CONTRACTOR of any initial necessary maintenance issues, such as lack of clay on courts, and the CONTRACTOR shall make such initial repairs within ten (10) days from notice. Notwithstanding the preceding, nothing in this Subsection 2.2 shall be deemed to release and/or excuse CONTRACTOR from its ongoing maintenance responsibilities throughout the Term of this Agreement including, without limitation, those prescribed in Section 11 hereof and Exhibit KM" attached hereto. 2.3 This Agreement is subject to all existing utility lines or facilities, rights of way, and ingress and egress to City-retained areas, and the City's right to replace and/or maintain same, whether or not such matters have been recorded in the Public Records of Miami-Dade County, Florida. This shall include, but not be limited to, any and all underground and aboveground utilities located on the Centers. The City also reserves the right to construct, install and maintain utilities that it deems,in its sole discretion, to be necessary or beneficial 0- Page 71§of 1842 to the operation of the City. City agrees to give CONTRAC t OR reasonable notice prior to commencing any such construction, installation,or maintenance of utilities that may result in a temporary closure of a court or courts,or any other portion of the Centers.CONTRACTOR • reserves the right to cancel or otherwise close all other portions of the Centers including specific banks of courts, until such time as the work is completed or the closed Centers or portion thereof can be re-opened,whichever comes first.Any disturbance or damage to City- owned or City-authorized utilities located on, under,or over the Centers,caused as a result of CONTRACTOR'S negligence,shall be promptly repaired at CONTRACTOR'S expense. SECTION 3. USE(S) . The CONTRACTOR is hereby authorized to conduct the following kind(s)of businesses and provide the following kind(s)of services within the Centers, all at its sole cost and expense: 3.1 Public Tennis Facility. CONTRACTOR agrees it will use the Centers solely for the operation of first-class public tennis facilities. This use shall include the operation of the tennis courts; pro shop;food and beverage concession facilities that do not infringe on the City Vending Contracts(as defined in Section 3.3.7 herein) and which shall also require the prior written approval of the City; and CONTRACTOR's office.CONTRACTOR's services in connection with the uses set forth herein shall include those services proposed by CONTRACTOR in its response to the RFP, as attached and incorporated in Exhibit"C"hereto,and permitted Special Events(as defined in Section 17)related to such public tennis center activities; provided, however, that in the event of a conflict between Exhibit "C" and the terms of this Agreement, the terms of this Agreement shalt take precedence. No other use, business, or services shall be conductec by CONTRACTOR at the Center without the prior written consent of the City Manager. CONTRACTOR agrees, acknowledges, covenants and represents to the City that the Centers are for the use by the public; that such public use is a prime consideration; and must be balanced accordingly with the services to be provided by the CONTRACTOR, without restricting, or in any way limiting, the public access, nature, or ambiance of the Centers. Accordingly,CONTRACTOR agrees,acknowledges,covenants and represents to City that the public's right to use the Centers shall not be infringed upon by any activity of CONTRACTOR. This includes, without limitation, the monopolization of courts for lessons during identified "peak times". CONTRACTOR hereby agrees, acknowledges, covenants, and represents to City that, during the term of this Agreement, it shall continually provide high-quality, first-class affordable tennis services to the City's residents and visitors; to meet the demands of the City's hotel community for access to high quality, first-class tennis facilities within Miami • Beach; and to progressively upgrade tennis service at the Centers throughout such Term. 3.2 Prohibited Activities. CONTRACTOR will conduct its operations so as to maintain a reasonably quiet and tranquil environment for the adjacent areas, and make no public disturbances. CONTRACTOR shall not use the Centers for any unlawful purpose and shall comply with all laws and permitting requirements now in force or hereafter adopted, applicable to the Centers, and/or uses and businesses conducted on the Centers. CONTRACTOR agrees Page 7},6 of 1842 not to use the Centers for, or to permit the operation of, any offensive, noisy or dangerous activity, nuisance or anything against public policy. There shall be no living quarters at the Centers, nor shall anyone be permitted to live at the Centers. Except as may result from acts of force majeure, CONTRACTOR agrees that it will not allow the Centers to become unoccupied or vacant. CONTRACTOR shall take appropriate precautions to prevent fire on the Centers; maintaining existing fire detection devices and extinguishing equipment at all times. CONTRACTOR will not permit the outside use of any musical instrument or noise- making device at the Centers,which would be in violation of the City's Noise Ordinance,as same may be amended from time to time. 3.3 Food and Beverage Service. 3.3.1 CONTRACTOR may prepare,or cause to be prepared for sale within City-approved locations within the Centers, such cooked,prepared, and/or prepackaged foods and such non-alcoholic beverages available for sale, as approved by the City Manager. As referred to herein, "prepared" foods and/or beverages shall be defined as including food that is prepared or re-heated in a microwave and/or hot beverages such as coffee and tea,but shall exclude cooking/heating of food through the use of conventional cooking methods, such as stove top/conventional oven. 3.3.2 All food and beverage service to be offered must obtain the prior written approval of the City Manager. The City Manager shall also approve,in writing,the types of food and beverages, and prices for same, to be sold at the Centers, prior to such sale; 11 • and shall further approve any changes,whether as to type of food and beverages to III be sold, or as to changes in prices, in writing, prior to implementing a change. I CONTRACTOR shall be solely responsible for updating and maintaining a current list (Menu) of all food and beverages, and prices for same, throughout the term of this Agreement. As of the Commencement Date,the City and CONTRACTOR have hereby approved the Menu, attached hereto and made a part hereof as Exhibit"E". 3.3.3 Al food and beverages sold at the Centers will be properly prepared and served in compliance with all applicable health and sanitary standards. The quality of food, food costs, and service shall be comparable to other municipal tennis centers in the Miami-Dade County area. All food and beverage dispensing facilities shall be approved by the City and shall be maintained in a clean and sanitary manner. All food and beverages sold are intended for consumption on the Centers' premises, and shall be dispensed from inside the Centers. Food and beverage containers for items permitted to be taken outside approved dispensing facilities will be subject to regulation by the CONTRACTOR for the purpose of controlling and preventing litter, and promoting sustainability. 3.3.4 Food and beverage services shall be offered to patrons at all times as a reasonable demand for such service exists.All required licenses,permits and other certifications necessary to provide food and beverage services must be obtained and maintained by the CONTRACTOR at its sole cost. 3.3.5 At least one supervisory employee of CONTRACTOR must possess a Food Service Management Certification Issued by a County Public Health Department in Florida, as required by law. In addition,CONTRACTOR must obtain all licenses required by the Florida Department of Business and Professional Regulation, Division of Hotels and Restaurants,the Department of Agriculture and/or as may further be required by • Slate law, and as required by corresponding agencies to sell the food or beverages that CONTRACTOR Is authorized to sell. Page 717 of 1842 3.3.6 Cooking and heating of food at the Centers shall be considered by the City Manager, in writing, on a case by case basis and, if approved, such approval shall be in writing and shall only be permitted for Special Events (as defined in Section 17), For purposes of this subsection 3.3,"cooking and heating"shall not include a prohibition against food that is prepared or re-heated in a microwave and/or hot beverages such as coffee and tea. 3.3.7 Notwithstanding anything contained in this Section 3, or in the Agreement, CONTRACTO R's food and beverage service shall be subject to and shall not, under any event, conflict with, or otherwise violate, the City's exclusive vending contract • with Coca-Cola Refreshments USA, Inc. d/b/a Florida Coca-Cola Bottling Company and Coca-Cola North America, a division of the Coca-Cola Company("Coca-Cola Contract") and the City's exclusive vending contract with Bettoli Trading Corp. ("Bettoli Contract") (collectively referred to herein as the"City Vending Contracts"); copies of which are attached hereto and made a part hereof as composite Exhibit 3.4 Sale of Tennis Pro Shop Related Items and Services. I CONTRACTOR may offer for sale those tennis re'ated items such as tennis balls, tennis racquets, shoes, shirts, towels, etc., and offer related services such as equipment and ball machine rentals, racquet restringing, and grip replacement. Prices shall be substantially in accordance with the price ranges of other sirnilar public tennis centers. A list of all items and services to be offered for sale,and the respective price ranges for same, must be approved ' in writing by the City Manager, prior to such sales and/or additions being implemented,and updated, as deemed necessary, at the discretion of the City Manager. As of the Commencement Date, the City and CONTRACTOR have approved the types of merchandise which maybe sold at the pro shop("Pro Shop Merchandise"),attached hereto and made a part hereof as Exhibit"F". 3.5 Hurricane Evacuation Plan. CONTRACTOR agrees to comply with the City's Hurricane Evacuation Plan and will cooperate fully with the instructions given by the City's representative to initiate the plan immediately upon notice of the issuance of a Hurricane Warning by the Miami-Dade County Office of Emergency Management. CONTRACTOR shall,at a minimum,secure the Centers and all related materials and be responsible for the removal and reinstalling of windscreens in accordance with the procedures included in the City's Recreation Division Hurricane Evacuator Plan, as included in Exhibit "6," attached hereto. 3.6 Personnel Background Checks, ID Badge Requirements. CONTRACTOR shall comply with the requirements of Sections 1012.32 and 1012.465, Florida Statutes, requiring that only those employees who have successfully passed the background screening required by the referenced statutes, and who meet the standards established by the statutes, be allowed access to any of the Centers and/or allowed to perform services under this Agreement. This requirement shall also extend to all Contractor representatives, agents, independent contractors, sub-contractors, or volunteers (such employees,representatives,agents, independent contractors,sub-contractors,or volunteers SII of CONTRACTOR shall be collectively referred to herein as"Personnel")performing duties under this Agreement. The Personnel shall undergo the aforestated background screening and a drug screening, as well as a credit history check for those positions that require the handling of money (collectively referred to herein as"Background Check Process")prior to entering the Centers to begin employment and/or deliver services. The Background Check Process will be Page 718 of 1842 1�1 conducted by the City of Miami Beach Human Resources Department. CONTRACTOR will bear the cost, (currently estimated at approximately $82.50 per employee, but subject to change from time to time), of acquiring the required Background Check Process, and any fee imposed by the Florida Department of Law Enforcement to maintain the records related to the background screening provided with respect to CONTRACTOR and its Personnel. Employment may be contingent upon satisfactory results as determined by the City. The Personnel shall not be permitted to work at the Centers until such time as the Background Check Process has been completed and the Personnel cleared to perform duties under this Agreement. If any Personnel is away from the job for a period of 45 or more days, the City will require a new Background Check Process. The CITY and CONTRACTOR agree and acknowledge that the failure of CONTRACTOR to perform any of the duties described in Subsection 3.6 shall constitute a material breach of this Agreement, for which the City reserves the right to terminate immediately and without further liability to the City. CONTRACTOR agrees to indemnify and hold harmless the City, its officers and employees of any liability in the form of physical or mental injury, death or property damage resulting in CONTRACTOR's failure to comply with The requirements of this Subsection 3.6, or Sections 1012.32 and 1012.465, Florida Statutes. Upon successful completion of the required Background Check Process, the City will issue ' ID badges to the Personnel at a nominal fee(currently$10.00, but subject to change from time to time). CONTRACTOR agrees that no Personnel shall be allowed at the Centers without a City issued ID badge, which shall be worn at all times in a visible and easily readable location.The transfer of ID badge between Personnel is strictly prohibited and shall • be cause for all Personnel responsible for such action to be immediately removed from the Centers, and CONTRACTOR fined in accordance with the provisions of Section 13. CONTRACTOR agrees to require all of its Personnel to notify the CONTRACTOR and the City of any arrest(s) or conviction(s) of any offense within 24 hours of its occurrence. CONTRACTOR further agrees to immediately notify the City upon becoming aware that one of its Personnel,who was previously certified as completing the Background Check Process, is subsequently arrested or convicted of any disqualifying offense. Failure by CONTRACTOR to notify the City of such arrestor conviction within 24 hours of being put on notice shall constitute a material breach of this Agreement entitling the City to terminate this Agreement immediately, without further liability to the City. Business Tax Receipts. CONTRACTOR shall obtain, at its sole cost and expense,any and all business tax receipts required by law for the proposed uses contemplated in this Agreement. Without limiting the generality of the foregoing, securing the requisite business tax receipts, in addition to completing the Background Check Process in accordance with Subsection 3.6 hereof, shall be required and obtained for each individual professional tennis instructor providing lessons and/or clinics at the Centers. SECTION 4. FINANCIAL REQUIREMENTS. i 4.1 Performance Bond or Alternative Security. On or before the Commencement Date, CONTRACTOR shall furnish the City Manager with one of the following: __,� _ Page 7199 of 1842 (i) A Performance Bond, in the amount of Fifty Thousand Dollars($50,000).to secure the faithful performance of this Agreement. A cash deposit, irrevocable letter of credit, the establishment of a joint trust or certificate of deposit(collectively, the"Alternate Security")may also suffice,as determined by the City in its discretion. The form of the Performance Bond or Alternate Security shall be as required and pre-approved by the City's Chief Financial Officer. In the event that a Certificate of Deposit is approved, it shall be a Fifty Thousand Dollar($50,000)one-year Certificate of Deposit in favor of the City,which shall be automatically renewed,the original of which shall be held by City. The CONTRACTOR shall be required to maintain said Performance Bond or Alternate Security, as accepted by City, in full force and effect throughout the Term of this Agreement. (H) A letter, in a form satisfactory to the City's Chief Financial Officer, from a • federally insured financial institution evidencing, as of the date of the letter, CONTRACTOR'S ability to provide the necessary funds to perform pursuant to the Agreement. The parties agree and acknowledge that the preceding conditions(i)-(If)are intended to be conditions subsequent to the City's approval of this Agreement,Accordingly,in the event that CONTRACTOR does not satisfy the aforestated conditions on or before the Commencement Date, then the City Manager may immediately, without further demand or notice, and without liability to the City,terminate this Agreement without being prejudiced as to any remedies which may be available to him for breach of contract. 4.2 Payment of Expenses, City's Minimum Guarantee, Payment to Contractor, Reports. In consideration of the rights granted the CONTRACTOR pursuant to this Agreement, and CONTRACTOR'S further agreement and acknowledgement to perform and furnish the management and operational services, professional skills and qualified personnel, systems, and materials consistent with the management and operations of other first-class, high quality public tennis centers, the City and CONTRACTOR herein agree that the CONTRACTOR shall collect and maintain (in accordance with generally acceptable accounting principles) on behalf of the City, all revenues, as such term is defined in • subsection 4.2.2, generated at and from the Centers including, but not limited to,all tennis instruction, lessons and clinics; court rental fees, sales, equipment rental, pro shop sales, and the sale and operation of food and beverage concessions. All said revenues collected by the CONTRACTOR shall be deposited into an account of the City and CONTRACTOR, established pursuant to this Agreement, and to be maintained solely for the sole and exclusive purpose(s)of the management,operation and maintenance of the Centers, pursuant to this Agreement (including, without limitation, to pay for all budgeted operational expenses arising from the management or operation of the Centers pursuant to this Agreement). Interest accrued in the account shall be part of the operating income. Subject to City's withdrawal rights, as set forth in subsection 4.2,1, CONTRACTOR is authorized to withdraw from such account amounts necessary to pay, or reimburse CONTRACTOR,for the payment of all operational expenses arising from the management and operation of the Centers pursuant to this Agreement, including its management fee and payroll expenses. Page 749 of 1842 CONTRACTOR shall submit,withir twenty-five(25)days following the close of each month, copies of records and reports related to the receipts and expenditures with respect to all expenses and revenues generated during such month at the Centers. Such records and reports shall be in a form satisfactory to the City's Chief Financial Officer,and shall include a comparison of revenues and expenses for the two (2) months prior to the report being submitted.The City shall have no obligation whatsoever to reimburse CONTRACTOR for any cash flow deficiencies, CONTRACTOR, upon receipt thereof from the depository bank, shall submit to the City copies of all deposits,withdrawals,and bank statements concerning the account established for the Centers pursuant to this subsection 4.2. Additionally, there shall be a reconciliation of all accounting within 15 working days following the completion of each Agreement year during the Term hereof. 4.2.1 Notwithstanding anything to the contrary in this subsection 4.2,the City shall,without limitation, withdraw or he paid from the established bank account, on the last work day of each month during the Term of this Agreement, the following amounts: 1) A minimum monthly guaranteed payment of$10,000("Minimum Guarantee" or"MG"); and 2) In addition to the Minimum Guarantee,within fifteen days from the last day of each month, the City shall be entitled to an additional monthly payment, • based upon a percentage of the total Gross Revenues(as defined herein)as it cumulatively accrues during each fiscal year ("Fiscal Year Gross Revenues"), due upon the Fiscal Year Gross Revenues exceeding the threshold of$650,000("Percentage of Gross"or"PG"),as determined by the Fiscal year Gross Revenues accrued as of the last day of each month, as follows:a. a payment equal to 3%of Fiscal Year Gross Revenues when said • Fiscal Year Gross Revenues exceed the total sum of$650,000, but are less than the total sum of $1,000,000; b. a payment equal to 4% of Fiscal Year Gross Revenues when said Fiscal Year Gross Revenues total at least $1,000,000 but are less than $1,250,000; or c. a payment equal to 5% of Fiscal Year Gross Revenues, when said Fiscal year Gross Revenues total $1,250,000 or greater. Commencing October 1"of each fiscal year, Fiscal Year Gross Revenues reset to zero and start to accrue again for purposes of calculating PG. CONTRACTOR'S right to make withdrawals of its management fee and payroll expenses from the City/CONTRACTOR account, as set forth in this subsection 4.2, shalt be subject to the withdrawal rights of the City's payment, as set forth in subsection 4.2.1. CONTRACTOR shall not make any withdrawals from the City account for its management fee/officer's payroll expenses if such withdrawal would result in a balance in the City/CONTRACTOR account that is equal to or less than the monthly amounts to which the City is entitled to withdraw pursuant to this subsection. 4.2,2 The term'gross revenues"r"revenues,"as used herein,Is understood to mean all income, whether collected or accrued, derived by the CONTRACTOR under the privileges of this Agreement, including,without limitation,tennis instruction, lessons and clinics, court rental fees, sales, equipment rental, pro shop sales, and the sale ry Page 7?11 of 1842 SII and operation of food and beverage concessions, excluding amounts of any Federal, State, or City sales tax, or other tax, governmental imposition, assessment, charge or expense of any kind, collected by the CONTRACTOR pursuant to this Agreement, and required by law to be remitted to the taxing or other governmental authority 4.2.3 During the Term of this Agreement,CONTRACTOR shall prepare and submit to the City, prior to October 1s' of each fiscal year (or portion thereof) that is within the Term, a proposed, detailed line-item annual operating budget for the Centers, in compliance with a format reasonably requested by the City's Chief Financial Officer. CONTRACTOR shall also prepare and submit, prior to October 1st of each fiscal year (or portion thereof) that is within the Term, a cash flow budget, based on its submitted operating budget for such fiscal year. The operating budget and the cash flow budget shall be approved by the Chief Financial Officer,with such modifications as the Chief Financial Officer shall make. The CONTRACTOR shall provide a monthly activity report/revenue report which shall be submitted to the City by the 10°1 day of each month. The monthly reports shall include, but not be limited to, the following information: (A) a comprehensive break-down of all day play, clinics, tournaments and revenues generated In the prior month by category, and other performance measures as determined by the City. (C) a work plan to adequately address Continuous Quality Improvement goals in the CONTRACTOR's management plan. (D) the City reserves the right to add or modi'y the items required in the monthly report,as the City deems necessary, in its sole and reasonable discretion,in order to adequately monitor performance of the CONTRACTOR. 4.2.4 Costs incurred by CONTRACTOR that are required to be covered by the City pursuant to this Agreement, if any ("City Cost(s)"), may be reimbursed from the deposit account, at City's sole discretion, upon prior written notice to the City, and prior written consent from City Manager to process said reimbursement. A reimbursement for a City Cost shall not be deemed to be gross revenue of the Center for purposes of Section 4.2.2. 4.3 Sales and Use Tax. Payment of any required Florida State Sales and Use Tax shall be the responsibility of CONTRACTOR. It Is the City's intent that it is to receive all payments due from CONTRACTOR(as contemplated in 4.2.1)as net of such Florida State Sales and Use Tax. 4.4 Reconciliation of Accounts as of Commencement Date. The City shall provide CONTRACTOR with a list of current annual and seasonal members, along with their respective expiration dates, as of the Commencement Date, The City will have up to ninety (90) days from the Commencement Date to reconcile their accounts to determine the pro-rata amount of fees owed to the CONTRACTOR, effective as of the Commencement Date. Thereafter, the pro-rata membership fees owed to the CONTRACTOR shall be credited to the CONTRACTOR by the City through a deduction from the Minimum Guarantee payment (as defined herein), until such time as CONTRACTOR is made whole. Page 7272 of 1842 SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS. II CONTRACTOR shall maintain current,accurate,and complete financial records on an accrual basis of accounting related to its operations pursuant to this Agreement.Systems and procedures used to maintain these records shall include a system of internal controls and all accounting records shall be • maintained in accordance with generally accepted accounting principles and shall he open to inspection and audit, but not photocopying, by the City Manager upon reasonable prior request and during normal business hours. Such records and accounts shall include a breakdown of revenues, expenses, and profit and loss statements. CONTRACTOR shall maintain accurate receipt-printing cash registers or a like alternative at the Centers which will record and show the payment for every sale made or service provided at the Centers;and such other records shall be maintained as would be reasonably required by an independent CPA in order to audit a statement of annual revenues and profit and loss statement pursuant to generally accepted accounting principles. SECTION 6. INSPECTION AND AUDIT. CONTRACTOR shall maintain its financial records pertaining to its operations for a period of three (3)years after the conclusion of any contract year and such records shall be open and available to • the City Manager or his designee, as deemed necessary by the City Manager or his designee, but shall not be subject to photocopying. CONTRACTOR shall maintain all such records at its principal office, currently located at 1079 NE 96th Street, Miami Shores, FL 33138 or, if moved to another location outside the City of Miami Beach, all such records shat' be relocated, at CONTRACTOR'S expense, to a location in Miami Beach, within ten (10) days'written notice from the City. The City Manager or his designee shall be entitled to audit, but not photocopy, CONTRACTOR'S records pertaining to its operation as often as it deems reasonably necessary throughout the term of this Agreement, and three (3) times within the three (3) year period following termination of the Agreement,regardless of whether such termination results from the natural expiration of the term or for any other reason. The City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five percent(5%)or more in CONTRACTOR'S statement of revenues for any year or years audited,in which case CONTRACTOR shall pay to the City,within thirty(30)days of the audit being deemed final(as specified below), the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest; provided, however, the audit shall not be deemed final until CONTRACTOR has received the audit and has had a reasonable opportunity to review the audit and discuss the audit with the City. Nothing contained within this Section shall preclude the City's audit rights for resort tax collection purposes. !I CONTRACTOR shall submit,within sixty(60)days from the end of each calendar year, an audited annual statement of revenues, in a form consistent with generally accepted accounting principles. It is CONTRACTOR'S intent to stay informed of comments from and suggestions by the City regarding CONTRACTOR'S performance under the Agreement. Within thirty(30)days after the end of each contract year, CONTRACTOR and City shall meet to review CONTRACTOR's performance under the Agreement for the previous contract year. At the meeting, CONTRACTOR and City may discuss quality, operational, maintenance and any other issues regarding CONTRACTOR's performance under the Agreement. • Page 7213 of 1842 SECTION 7.TAXES, ASSESSMENTS, AND UTILITIES. • 7.1 CONTRACTOR agrees to and shall pay before delinquency all taxes (including but not • limited to resort taxes) and assessments of any kind assessed or levied upon CONTRACTOR and will and/or against the Centers,except as provided in subsection 7.2, • by reason of this Agreement or by reason of the business or other activities of CONTRACTOR upon or in connection w'th the Center. CONTRACTOR will have the right, at its own expense, to contest the amount or validity, in whole or in part, of any tax and/or • assessment by appropriate proceedings diligently conducted in good faith. CONTRACTOR may refrain from paying a tax or assessment to the extent it is contesting the assessment or imposition of same in a manner that is in accordance with law;provided, however, if, as a result of such contest, additional delinquency charges become due, CONTRACTOR shall be responsible for such delinquency charges,in addition to payment of the contested tax and/or assessment, if so ordered. CONTRACTOR shall also pay for any fees imposed by law for licenses or permits for any business or activities of CONTRACTOR at the Center under this Agreement. The CITY shall be responsible for payment of utilities used by, for, or on behalf of the operations contemplated herein including,telephone, basic cable,electricity,and water and sewer. 7.2 Procedure If Ad Valorem Taxes Assessed. Notwithstanding Subsection 7.1,the parties agree that the operations contemplated herein are intended for public purposes and,therefore, no ad valorem taxes should be assessed by the Miami-Dade County Tax Appraiser. If, however, said taxes are assessed, City and CONTRACTOR agree that CONTRACTOR shall be responsible for real estate taxes which are assessed against the portion of the Center's premises, more particularly described in the attached Exhibit"A-1",which describes the portion of the Center's premises being managed by CONTRACTOR at the Flamingo Tennis Center, and"A-2",which describes the portion of the Center's premises being managed by CONTRACTOR at the North Shore Tennis Center (collectively referred to as the "CONTRACTOR's Area"). If the entire City folio, where the Flamingo Tennis Center and/or the North Shore Tennis Center is located, is assessed and the Miami-Dade County Tax Appraiser does not identify which portion of the City folio relates to the CONTRACTOR's Area, CONTRACTOR shall be responsible for its proportionate share, determined by dividing the square footage managed by CONTRACTOR, which has been depicted on Exhibit"A-1", by the square footage for the City folio where the Flamingo Tennis Center is located,and with respect to the North Shore Tennis Center,by dividing the square footage managed by CONTRACTOR,which has been depicted on Exhibit"A-2",by the square footage for the City folio where the North Shore Tennis Center is located. SECTION B. EMPLOYEES AND INDEPENDENT CONTRACTORS, 8.1 CONTRACTOR agrees that during the Term of this Agreement, Howard Orlin (the "Principal") shall have active, ongoing direct participation in the day to day operation, maintenance and management of the Centers. In the event that the Principal is no longer associated with CONTRACTOR, or otherwise ceases to participate in the day to day operation, maintenance,and management of the Centers pursuant to this Agreement,then the City, at its sole option, may terminate this Agreement for cause pursuant to Section 15. In the alternative, should the City not opt to terminate this Agreement as provided therein, it Page 74i of 1842 shall have prior written approval as to any replacement of the Principal subsequently offered by the CONTRACTOR. In connection with the performance of its responsibilities hereunder, CONTRACTOR may hire Personnel (as defined in Subsection 3.6 herein), who will be :he Personnel of the CONTRACTOR and not of the City, and who will be subject to a background Check Process, as set forth in Subsection 3.6 herein, at the expense of the CONTRACTOR. CONTRACTOR shall provide an adequate number of Personnel and man-hours in order to perform the services required under this Agreement. CONTRACTOR shall select the number,function, qualifications(as stated in the Job Descriptions provided in the attached Exhibit"H"), compensation, including benefits(if any), and may, at its discretion and at any time,adjustor revise the terms and conditions relating to such Personnel, in order to ensure an adequate number of Personnel and man-hours. 8.3 The CONTRACTOR agrees that the Head Tennis Professionals who are, as of the Commencement Date,identified as Adil El Bakkal,for the Flamingo Tennis Center,and Julio Avila,for the North Shore Tennis Center, and all Teaching Assistants, including Third Party Professionals(as defined below), shall be certified Tennis Professionals by USPTA, USTA, or USPTR. The Head Tennis Professional, Center Managers, and Principal must demonstrate knowledge and experience in tennis instruction and related activities, facility management,tennis court maintenance and related activities, as well as, knowledge of the • legal requirements that are involved in this type of operation. There must be onsite management by either the Principal, Head Tennis Professional, Tennis Director or equivalent at both Tennis Centers during operating hours. A Third Party Professional is defined as a non-resident who teaches or gives tennis lessons fora fee more than once per week or with more than one customer per week. 8.4 CONTRACTOR's Personnel shall wear clean appropriate apparel to include uniforms/name tags, such that Center patrons can easily identify CONTRACTOR and its Personnel. All Personnel furnished to the City of Miami Beach must be uniformed. Each uniform shall display CONTRACTOR's name and logo,which logo shall be subject to approval by the City. Uniforms must be provided at the CONTRACTOR's expense,and may not be charged to an employee or deducted from an employees'paycheck,therefore reducing the hourly pay rate to less than the living wage rate required under the City's Living Wage Ordinance,as same may be amended from time to time. All Personnel shall observe all the graces of personal grooming. The CONTRACTOR shall hire Personnel to work in its operation who are neat,clean, qualified and efficient and shall comport themselves in a professional and courteous manner and be in conformity with the City's Customer Service standards,as set forth in the attached Exhibit"I". If the City deems it appropriate, the CONTRACTOR and its Personnel may be required to attend Customer Service training as conducted by the City.The CONTRACTOR and any Personnel hired by same shall comply with the pre-employment requirements and standards as established by the City of Miami Beach's Human Resources Department. If CONTRACTOR materially fails to comply with these provisions, the City may send notice of default. The CONTRACTOR shall have an experienced manager or managers overseeing the Centers and related operations at all times the Centers are open to the general public. 8.5 Living Wage Requirement. Pursuant to Sections 2-407-2-410 of the Miami Beach City Code,as same may be amended from time to time,CONTRACTOR shall initially be required to pay all employees who provide services pursuant to this Agreement, the hourly living wage rate of: l-. Page 7?rs5 of 1842 • $11.28/hr with health benefits; or$12.92/hr without benefits. Notwithstanding the preceding, the living wage rate and health care benefits rate may. by Resolution of the City Commission, be indexed annually for inflation using the Consumer Price Index for all Urban Consumers (CPI-U) Miami/Ft. Lauderdale, issued by the U.S. 4, Department of Labor's Bureau of Labor Statistics, in which case CONTRACTOR shall be required to pay its employees such adjusted Living Wage rate under this Agreement. CONTRACTOR'S failure to comply with this provision shall be deemed a material breach under this Agreement, entitling the City to terminate this Agreement immediately, without further liability to the City, and/or may further subject CONTRACTOR to additional penalties and fines, as provided in the City's Living Wage Ordinance, as amended. 8.6 Migration Of Employees. As further inducement for the City to enter into this Agreement, CONTRACTOR commits to interview and offer employment to employees of the City's former operator of the Centers, Green Square, Inc. ("Green Square"),who,at the reasonable discretion of CONTRACTOR, are qualified to work at the Centers. Any employment offer to any Green Square employee choosing to"migrate"shall include,at a minimum,at the same wage the employee had with Green Square. CONTRACTOR shall not reduce any employee wages for those employees of Green Square who were earning more than the hourly wage required under the City's Living Wage Ordinance (provided the employee was earning that wage as of the date of issuance of the City RFP process for the Services herein). Notwithstanding the preceding, any and all employees including, without limitation, employees of Green Square, seeking employment with CONTRACTOR pursuant to the aforestated provisions,must comply with CONTRACTOR's hiring policies and procedures as a condition of employment. SECTION 9. HOURS OF OPERATION &COURTS USAGE. 9.1 The CONTRACTOR shall open and operate the Centers for play from 7:30 A.M. to 9:30 P.M. every day of the year, with the exception of closures due to weather conditions or events of force majeure permitting,and certain holiday agreed upon by the CONTRACTOR and the City of which proper signage and notification to patrons must be adhered to. 9.2 Any change in the hours of operation shall be at the City's sole option and discretion, and any request by CONTRACTOR for an Increase or decrease in same shall be subject to the prior written approval of the City Manager. 9.3 Court's Usage. 9.3.1 The CONTRACTOR acknowledges and agrees to prioritize utilization of courts for public usage by restricting lesson/clinic/programming courts not to exceed four(4) clay courts and one (1) hard court at the North Shore Tennis Center; and six (6) courts at the Flamingo Tennis Center, during peak hours of play(7:30 AM to 11:00 AM and 4:00 PM to 7:00 PM for both Centers). Courts are not to be booked or reserved by the professional tennis instructors for lessons more than one(1)day in Page 74 of 1842 advance. The term lesson shall mean a unit of instruction on an individual or group basis for which payment is received by the CONTRACTOR in addition to the agreed upon court fees referenced in Exhibit Y. 9.3.2 Third Party Professionals shall sign in at the Pro Shop with the CONTRACTOR and pay a fee to the CONTRACTOR for lessons taught at the Centers' courts in the amount of$25.00. Refusal to pay said fee shall result in CONTRACTOR denying said Third Party Professional use of the requested court.The use of courts by Third Party Professionals shall be subject to the court limitations in Subsection 9.3.1. • Additional court usage for lessons,programs and clinics during non-peak hours shall be subject to the prior written approval of the City. At no time shall more than 50%of all courts be utilized for lessons,programs and clinics until 10 minutes after any non- peak hour and there are no tennis patrons waiting for a court, without the prior written approval of the City. CONTRACTOR must use due diligence when assigning courts for open play and lessons to include: (a)alternating courts where lessons are taught to avoid overplaying a court or battery of courts and(b)separating open play courts from lesson courts to avoid injury. CONTRACTOR can allow for court reservations to be made on hour or half hour intervals as appropriate. Reservations for doubles play shall be for up to two(2) hours. 9.4 Public Benefits. 9.4.1 The CONTRACTOR agrees that the City's Parks and Recreation Department programs or co-sponsored programs will have use of at least 2 courts at each • Center,at no charge to the City,twice per week, fora minimum of two hours for each court, between the hours of 11:00 a.m. and 5:00 p.m.,and any time after 7:00 p.m., to provide free instructional lessons to after-school participants. Use of courts pursuant to the immediately preceding sentence shall be deemed to be the utilization of courts for public usage. 9.4.2 The CONTRACTOR also agrees to provide fee waivers and/or fee reductions in pricing for programs(i.e. clinics, academies, lessons, camps, etc.)for those City of Miami Beach residents from low socioeconomic backgrounds who qualify. The CONTRACTOR agrees to utilize the same criteria for determining eligibility for fee waivers or reductions as being used by the City of Miami Beach Parks and Recreation Department at the time of the request. Fee waivers do not apply to private lessons unless agreed upon by CONTRACTOR. 9.4.3 The CONTRACTOR shall also offer free and/or affordable programming for Miami Beach residents with disabilities (i.e. Wheelchair Tennis) and for Miami Beach Senior residents.The CONTRACTOR will make provisions for summer and specialty camps, which camp programs will include, without limitation, camp programs for people with disabilities and for Seniors based on the established Parks and Recreation Department format. 9.4.4 Additionally,in connection with the Parks and Recreation Department summer camp program ("Parks Summer Program"), Contractor agrees to provide two instructors, who will provide tennis classes for the participants enrolled in the Parks Summer Program,for one week during the scheduled Parks Summer Program,for a total of ten(10)hours,typically between the hours of 9:30 am and 12:00 pm,for the total fee of $850.00 ('Parks Tennis Camp"). CONTRACTOR and City shall reach an agreement with respect to the dates, times and location for the Parks Tennis Camp. Page 77r7r of 1842 f • The location for the Parks Tennis Camp may be at one of the Centers or at Nautilus Middle School,with the Parks and Recreation Department being responsible for the transportation of the participants to the Parks Tennis Camp site and CONTRACTOR ensuring that two qualified instructors provide the requisite instruction at the Parks Tennis Camp site. • • • SECTION 10. TENNIS FEES, CHARGES AND PROGRAMS 8, RELATED SERVICES TO BE • • PROVIDED. 10.1 Prices charged shall comply with the City's established fees for hourly tennis court play, annual permits, other specialized play and the youth tennis policy, and shall be in accordance with the information included in Exhibit"J," attached hereto. 10.2 The Contractor must comply with the fee schedule for the professional tennis instruction that offers the tennis patron a choice in instructor level and hourly fee commensurate with the instructor's level, as agreed upon and listed in Exhibit "K", (to be provided by the CONTRACTOR)attached hereto. Any change of this said fee and instructor levels shall be approved by the City prior to implementation of fees. 10.3 Fees for hourly court rentals, lessons, clinics, merchandise, equipment rental, racket stringing or gripping,and food and beverage sales and any other related items or services to be sold must be prominently posted at the Centers at those location(s)where such fees are normally paid.All fees and charges shall be competitive with those charged by comparable public tennis centers in Miami-Dade and Broward Counties. Initial fees for programs,clinics and lessons are set forth in Exhibit"K"(to be provided by CONTRACTOR)attached hereto. 10.4 The City shall approve in writing, in advance, any increase in fees from those currently set forth in Exhibit"K;" provided the CONTRACTOR shall have the right to increase fees in an amount equal to the amount of any sales and use tax increase enacted after the effective • date of such exhibit or schedule without City's consent. 10.5 The CONTRACTOR agrees to provide the programs set forth in Exhibit "K". An implementation schedule of said services shall be provided by the CONTRACTOR within sixty(60)days of the Commencement Date.Said schedule and any modifications,additions or deletions to the list are subject to the prior approval of the City. 10.6 The CONTRACTOR shall be authorized to provide courts, free of charge, during professional tennis demonstrations, promotional events,clinics and lessons being offered to the public at no charge, subject to the prior written approval of the City. 10.7 The CONTRACTOR shall utilize a computer software system (i.e. Tennis Director, RecWare, ActiveNetwork, etc.) for the purposes of tracking reservations, financials, memberships, etc. The City shall have administrator rights to the CONTRACTOR's computer software system for the purposes of conducting audits. Additionally, on-line reservations must be provided for by the CONTRACTOR as well as phone and in-person reservations, including those made for or by Third Party Professionals, all of which must be managed and cross-referenced to avoid overbookings, no-shows, and adherence to prioritization and utilization of courts for public usage by restricting lesson/clinic/programming courts during peak hours. Page 7?rg of 1842 10.8 Any print materials prepared by the CONTRACTOR for use of the Center shall have the approval of the City prior to printing. Materials must include the City designation/logo and appropriate ADA(Americans with Disabilities Act) disclaimer. SECTION 11. ALTERATIONS, MAINTENANCE, AND REPAIRS & SECURITY. 11.1 Building and Facilities Alterations. Without the City's prior written approval, CONTRACTOR may not make alterations or additions to the Center. In the event of an emergency to prevent injury to persons or property, CONTRACTOR shall use reasonable efforts to secure the affected area and will immediately notify the City's Parks and Recreation Department to advise of said emergency. At that time the City will assess the situation, further secure the area in question, and determine means and method of repairs. Any other alterations or additions shall be made at the CONTRACTOR'S sole cost and expense and shall become the property of the City upon termination of this Agreement unless otherwise agreed to by the City Manager in writing. CONTRACTOR shall not have the right to create or permit the creation of any lien attaching to City's interest in the Center as a result of any such alterations or additions. 11.2 Building(s) and Facilities Maintenance. • The City further acknowledges that the CONTRACTOR shall not be required to improve, repair, restore, refurbish, or otherwise incur any expense in improving or changing the condition of the Centers, except for all costs in connection with the fulfillment of this Agreement including,without limitation,costs in connection with operating and furnishing the Tennis Centers; costs in connection with the maintenance of the equipment; costs in • connection with the upkeep of the tennis courts,to include surface clay purchase;and costs in connection with the daily maintenance and janitorial services of the Centers including, without limitation, the following: (A) Windscreens (B) Nets(includes hardware) (C) Lines (includes hardware) (D) Algae and Weeds on courts (E) Restrooms (clean and stocked) (F) Pro Shop and facility cleanliness (G) Litter Control (H) Water coolers, ice, water and cups on the courts for patron use. Notwithstanding the forgoing, the City shall continue to maintain all electrical, HVAC, • plumbing and foundation and structural systems, roofs, exterior walls,and sports lighting at the Centers at its sole cost. The City will maintain the grass areas in those portions surrounding the Centers but not within the Centers. The CONTRACTOR is responsible for servicing the landscaped area within the Center of both the Flamingo and North Shore Tennis Centers. CONTRACTOR shall submit to the City (for review and approval prior to the initiation of contract activities), a communication plan addressing routine, scheduled, and emergency maintenance and repair activities that may impact the operation of the Tennis Centers. All communications shall be directed to the appropriate City staff. Page 72A of 1842 11.3 Courts and Related Facilities Maintenance Standards. • The parties herein acknowledge, and CONTRACTOR agrees to be bound by the Minimum Maintenance Standards as delineated in Exhibit"M',attached hereto,which include Tennis Court Maintenance Standards, as well as the Extremely Clean standards set forth in the ' City's cleanliness index, attached hereto as Exhibit "L" (collectively, the "Maintenance Standards"). The CONTRACTOR also agrees to comply with minimum standards set forth for the underground watering systems, as set forth by the builder of the Centers (Welch Tennis at North Shore,and Fast-Dry at Flamingo)and shall attend all training necessary as required to accomplish this. The City shall conduct monthly maintenance inspections by a City approved outside Independent certified tennis court builder/manufacturer to ensure courts are up to industry standards. Such inspections are to be paid by the City,for as long as it is required by the City or as necessary to assure consistency by the CONTRACTOR. The City will advise the CONTRACTOR of the findings and the CONTRACTOR must promptly respond to the findings in writing, addressing all findings including an action plan and time line for correcting any discrepancies identified in said findings. It is further understood that upon the request of the City,CONTRACTOR shall periodically,or upon the City's written request, provide the City Manager or his designee, with a maintenance report in a format approved by the City. 11.4 Recycling, Litter, Garbage and Debris Removal. With respect to recycling, litter, garbage and debris removal, the CONTRACTOR shall provide, at its sole cost and expense, receptacles within the confines of the Centers and shall provide a sufficient number of these receptacles for its own use and for the use of the public. Disposal of the contents of said receptacles and removal of litter,garbage and debris within the Center as well as recycling (collectively referred to herein as "Waste Removal Procedures"), shall be done on a daily basis, and shall be the sole cost and responsibility of the CONTRACTOR.Notwithstanding the foregoing,the CONTRACTOR shall be permitted to utilize the City's Waste Removal Procedures,which the City is currently receiving at the Centers, as an in-kind service ("In-Kind Service"),at no additional cost to CONTRACTOR. Should the current In-Kind Service terminate at any time during the Term of this Agreement or should CONTRACTOR's use exceed the current In-Kind Service being provided at the Centers, CONTRACTOR shall be responsible for securing and paying for separate and/or additional Waste Removal Procedures, which may include, without limitation, routine bulk trash pick-ups and labor costs associated therewith.The dumping or disposal of any refuse, discards, trash or garbage, generated by, or as a result of the operations on the Centers, into any of the Miami Beach trash receptacles located within Flamingo or North Shore Park, by the CONTRACTOR(including its staff and employees), shalt be strictly prohibited unless previously agreed to by the City Manager or his designee. 11.5 Equipment. The CONTRACTOR must provide and maintain,at its own cost and expense, all materials, labor, and any and all equipment required to operate the Centers. Such equipment to be included as part of the CONTRACTOR's expense are: (A) Blowers (B) Trimmers (C) Hot/Water/Pressure Washing (D) Trash cans with Rollers (E) Brooms and Pans (F) Rakes • • Page 749 of 1842 • The City has supplied each Tennis Center(North Shore and Flamingo)with equipment such ass Gilliberti,drag rakes and tines,line brushes,Aussie sweep mats, etc.that will be left for the CONTRACTOR at each center in"as is'condition.Any maintenance to such equipment or the replacement of the equipment shall be at the sole expense of the CONTRACTOR. An inventoried list of all equipment and quantities, identifying the equipment provided by the City upon Commencement Date of this Agreement and equipment to be purchased by CONTRACTOR is attached hereto as Exhibit "N", subject to periodic updates as the inventoried list changes. All equipment purchased for this Agreement shall be used by CONTRACTOR for performance of this Agreement and shall have a prominently displayed standardized logo to be approved the City. In the event any of the CONTRACTOR'S equipment or materials are lost,stolen, or damaged,they shall be replaced or repaired at the sole cost and expense of the CONTRACTOR in no more than five(5)days from date of loss, or if not possible, within such time frame, as promptly as reasonably possible, but in no event to exceed fifteen(15)days. The CONTRACTOR shall maintain, in accordance with the manufacturer's specifications and maintenance requirements, all equipment, whether City owned or owned by the CONTRACTOR, herein specified and purchased.All equipment shall be kept clean, fully functional and free of damage. 11.6 Orderly Operation_ The CONTRACTOR shall have a neat and orderly operation at all times and shall be solely responsible for the necessary housekeeping services for the Centers to include bathroom supplies at interior bathrooms. Exterior bathroom will be maintained by the City. The CONTRACTOR shall provide the City a list of all cleaning solvents, solutions, agents, chemicals, detergents, and any other fluids or materials used in the provision of the maintenance services, and their corresponding OSHA Material Safety Data Sheets, where applicable. There shall be no living quarters nor shall anyone be permitted to live within the Centers. CONTRACTOR shall make available all facilities within the Centers under its conlro, for examination during hours of operation by the City Manager or his designee. 11.7 No Dangerous Materials. The CONTRACTOR agrees not to use or permit at the Centers the storage and/or use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing generators, turpentine, benzene, naphtha, propane, natural gas,or other similar substances, combustible materials, or explosives of any kind, or any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida.Any such substances or materials found within the Center shall be immediately removed. Notwithstanding any contrary provisions of this Agreement, CONTRACTOR, after the Commencement Date,shall indemnify and hold City harmless from any loss,damage,cost, or expense of the City, including,without limitation, reasonable attorney's fees,incurred as a result of, arising from, or connected with the placement by CONTRACTOR, after the Commencement Date, but during the term of this Agreement,of any hazardous substance, or petroleum products on, under, in or upon the Center as those terms are defined by applicable Federal and State Statute, or any environmental rules and environmental regulations promulgated thereunder; provided, however, CONTRACTOR shall have no liability for any violation arising or damage incurred as a result of the willful misconduct or gross negligence of the City, its agents, servants or employees. The provisions of this Subsection shall survive the termination or earlier expiration of this Agreement. 11.8 Security. The CONTRACTOR shall be responsible for and provide reasonable security measures that may be required to protect the Centers and any of the equipment, materials and facilities Page 73:1 of 1842 thereon. Under no circumstances shall the City be responsible for any stolen or damaged equipment, materials and supplies, nor shall the City be responsible for any stolen or damaged personal property of CONTRACTOR'S patrons,guests, invitees,and/or other third parties. 11.9 Inspection. The CONTRACTOR agrees that the Centers and all facilities, equipment, and operations thereon maybe inspected at any time during hours of operation by the City Manager or his designee,or by any other Municipal, County, State officer,or agency having responsibilities for inspections of such operations. The CONTRACTOR hereby waives all claims against the , City for compensation for loss or damage sustained by reason of any interference (which interference, if by the City, must be reasonable)with the operations by any public agency or official in enforcing its or his duties or any laws or ordinances.Any such interference(which interference, if by the City, must be reasonable)shall not relieve the CONTRACTOR from • any obligation hereunder. SECTION 12. INSURANCE. CONTRACTOR shall maintain, at its sole cost and expense, the following types of insurance coverage at all times throughout the term of this Agreement. a. Comprehensive General Liability in the minimum amount of One Million Dollars ($1,000,000)per occurrence for bodily injury and property damage. This policy must also contain coverage for Center operations, products and contractual liability. b. Workers Compensation Insurance as required under the Laws of the State of Florida. C. Automobile Insurance shall be provided covering all owned, leased, and hired vehicles and non-ownership liability for not less than the following limits: Bodily Injury $1,000,000 per person Bodily Injury S1,000,000 per accident Property Damage 51,000,000 per accident The policies of insurance referred to above shall not be subject to cancellation or change except upon at least thirty(30)days prior written notice to the City,and then only subject to the prior written approval of the City Manager or his designee. Prior to the Commencement Date, CONTRACTOR shall provide City with a Certificate of Insurance for each such policy.ALL POLICIES SHALL NAME THE CITY OF MIAMI BEACH FLORIDA AS AN ADDITIONAL NAMED INSURED. All such policies shall be obtained from companies authorized to do business in the State of Florida with an A.M. Best Insurance Guide (latest edition) rating acceptable to the City's Risk Manager, and any replacement or substitute company shall also be subject to the prior written approval of the City's Risk Manager. Should CONTRACTOR fail to obtain, maintain or renew the policies of insurance referred to above, in the required amounts, the City may, at its sole discretion, obtain such insurance, and any sums expended by City in obtaining said insurance, shall be repaid by CONTRACTOR to City, plus ten percent(10%)of the amount of premiums paid to compensate City for its administrative costs. If CONTRACTOR falls to repay City's expenditures within fifteen (15) days of demand, the total sum owed shall accrue interest at the rate of twelve percent(12%) until paid, and such failure shall be deemed an event of default hereunder, Page 733 of 1842 1 SECTION 13. FINES AND PENALTIES. The City reserves the right to levy fines against the CONTRACTOR when the City determines that CONTRACTOR is not meeting the necessary work requirements. The following table below depicts areas where fines will be levied: Work Activity Grace Period Quality of Operations 24 hours Personnel Shortages 4 hours Personnel Dress Code 8 hours 'I Equipment Deficiencies 72 hours Supplies 8 hours Program Management 24 hours Communications 48 hours Life Safety Maintenance 2 hours Fines for failures to complete corrective action for any of the work activities listed above are as follows: - $1D0 after failing to complete corrective action after two (2) notifications - $200 after three (3)notifications - $500 after four(4)notifications If additional time is required to complete corrective action, a written request must be submitted for approval to the City prior to the end of the grace period. The basis for the implementation of fines and penalties includes but is not limited to the following: a. Quality of Operations — Inability to provide service in a workmanlike and professional manner; failure to conform to professional and industry standards; unable to provide maintenance services in a manner in clean orderly and safe condition;and inability to meet the City's established tennis court maintenance standards in accordance with the Tennis Court Manufacturer's standards and guidelines for hydro-courts or other similar tennis court system. b. Personnel Shortages — Failure to provide a staffing plan that meets the maintenance coverage requirements of the service area, and/or failure to provide the necessary on-site personnel in accordance to the staffing plan. rl c. Personnel Dress Code—Failure of employees to meet uniform requirements, including wearing clean uniforms. d. Equipment Deficiencies — Inability to fully operate; in non-functional condition; in state of disrepair and or visibly damaged;lacking maintenance; and not generally maintained and in clean condition. e. Supplies—Failure to provide the supplies necessary for the proper execution of the program or maintenance service specified. f. Program Management-Failure to implement a comprehensive management program to respond to City and/ or stakeholder requests for services and maintenance issues covered by the Contract. Page 73� of 1842 g. Communications — Failure to submit an approved communications plan addressing routine, scheduled, and emergency maintenance and repair • activities, and failure to provide timely notifications as previous prescribed. h. Safety Regulations — Failure to adhere to OSHA's most recently published Safety and Health Regulations and general Occupational Safety and Health Standards. ji • SECTION 14. INDEMNITY. 14.1 In consideration of a separate and specific consideration of $10.00 and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, CONTRACTOR shall indemnify, hold harmless and defend the City,its agents,servants and employees from and against any claim, demand or cause of action of whatsoever kind or nature arising out of error,omission,or negligent act of CONTRACTOR,its subcontractor(s), agents,servants or employees in the performance of services under this Agreement unless such claim, demand or cause of action arises as a result of The City's gross negligence or willful misconduct. 14.2 In addition, in consideration of a separate and specific consideration of$10.00 and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, CONTRACTOR shall indemnify, hold harmless and defend the City, its agents,servants and employees from and against any claim, demand or cause of action of whatever kind or nature arising out of any misconduct of CONTRACTOR not included in the paragraph in the subsection above and for which the City, its agents, servants or employees are alleged to be liable. 14.3 Subsections 14,1 and 14.2 shall survive the termination or expiration of this Agreement. Subsections 14.1 and 14.2 shall not apply, however, to any such liability, that arises as a result of the willful misconduct or gross negligence of the City, its agents, servants or employees. 14.4 Subrogation. The terms of insurance policies referred to in Section 12 shall preclude subrogation claims against CONTRACTOR, the City and their respective officers, employees and agents. 14.5 Force Maleure. Neither party shall be obligated to perform hereunder and neither party shall be deemed to be in default if performance is prevented by: • a. fire which renders at least thirty percent (30%) of the cumulative facilities unusable and which is not caused by negligence of CONTRACTOR; b. Earthquake; hurricane; flood; act of God; civil commotion occurring at the • Center during or in connection with any event;or other matter or condition of like nature; or c. Any law,ordinance, rule, regulaton or order of any public or military authority stemming from the existence of economic or energy controls, hostilities, or war. Page 7N of 1842 The parties hereto acknowledge that CONTRACTOR'S obligations and benefits hereunder may be negatively affected by an event of Force Majeure. If an event of Force Majeure occurs during the term of this Agreement, and provided further that CONTRACTOR'S payment(s) to the City for tha: contract year is greater than the applicable percentage payment, then the City Manager, in his sole discretion, may extend the term of this Agreement for a reasonable period of time; provided, however, such extension shall take effect only if CONTRACTOR agrees to such extension. 14.6 Labor Dispute. In the event of a labor dispute which results in a strike, picket or boycott affecting the Center or operation described in this Agreement, CONTRACTOR shall not thereby be deemed to be in default or to have breached any part of this Agreement, unless such dispute shall have been caused by illegal labor practices or violations by CONTRACTOR of applicable collective bargaining agreements and there has been a final determination of such fact which is not cured by CONTRACTOR within thirty(30) days. 14.7 Waiver of Loss from Hazards. The CONTRACTOR hereby expressly waives all claims against the City for loss or damage sustained by the CONTRACTOR resulting from fire, water, natural disasters/acts of God (e.g. hurricane, tornado, etc.), civil commotion, riot, or any other Force Majeure contemplated in Subsection 14.5 and Labor Dispute in Subsection 14.6 above, and the CONTRACTOR hereby expressly waives all rights, claims, and demands against the City and forever releases and discharges the City from all demands,claims,actions and causes • of action arising from any of the aforesaid causes. SECTION 15. DEFAULT AND TERMINATION. Subsections 15.1 through 15.3 shall constitute events of default under this Agreement. An event of default by CONTRACTOR shall entitle City to exercise any and all remedies described as City's remedies under this Agreement, including but not limited to those set forth in Subsection 15.4.An event of default by City shall entitle CONTRACTOR to exercise any and all remedies described as CONTRACTOR'S remedies under this Agreement, including but not limited to those set forth in Subsection 15.5. 15.1 Bankruptcy. If either the City or CONTRACTOR shall be adjudged bankrupt or insolvent, or if any receiver or trustee of all or any part of the business property of either party shall be appointed, or if any receiver of all or any part of the business property shall be appointed and shall not be discharged within sixty(60)days after appointment, or if either party shall make an assignment of its property for the benefit of creditors, or shall file a voluntary petition in bankruptcy,or insolvency,or shall apply for reorganization or arrangementwith its creditors under the bankruptcy or insolvency laws now in force or hereinafter enacted, Federal, State, or otherwise, or if such petitions shall be filed against either party and shall not be dismissed within sixty (60) days after such filing, then the other party may immediately, or at any time thereafter, and without further demand or notice,terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 15.2 Default in Payment. In the event CONTRACTOR fails to submit any payment within five(5)days of its due date, Page 7N of 1842 • there shall be a late charge of$50.00 per day for such late payment, in addition to interest at the highest rate allowable by law (currently 18% per annum). If any payment and accumulated penalties are not received within fifteen(15)days after the payment due date, and such failure continues three(3)days after receipt of written notice thereof,then the City may,without further demand or notice.terminate this Agreement without being prejudiced as 11 to any remedies which may be available to it for breach of contract; and may begin procedures to collect the Performance Bond or Alternative Security required in Section 4.1 herein. 15.3 Non-Monetary Default. In the event that CONTRACTOR or the City fails to perform or observe any of the covenants, terms or provisions under this Agreement, and such failure continues thirty(30) days after written notice thereof from the other party hereto,such non-defaulting party may immediately or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which nay be available to it for breach of contract. In the event that a default is not reasonably susceptible to being cured within such period, the defaulting party shall not be considered in default if it shall, within such period, commence with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence the curing of such default, but in no event shall such extended cure period exceed ninety(90)days from the date of written notice thereof. In the event a defaulting party cures any default pursuant to this subsection, it shall promptly provide the other party with written notice of same. 15.4 City's Remedies for CONTRACTOR'S Default. If any of the events of default,as set forth in this Section,by CONTRACTOR shall occur,the City may, after notice(if required)and the expiration of cure periods, as provided above, at • its sole option and discretion, institute such proceedings as in its opinion are necessary to cure such defaults and to compensate City for damages resulting from such defaults, including but not limited to the right to give to CONTRACTOR a notice of termination of this Agreement. If such notice is given, the term of this Agreement shall terminate upon the date specified in such notice from City to CONTRACTOR, On the dale so specified, CONTRACTOR shall then quit and surrender the Centerto City pursuant to the provisions of Subsection 15.6. Upon the termination of this Agreement, all rights and interest of CONTRACTOR in and to the Center and to this Agreement, and every part thereof, shall cease and terminate and City may, in addition to any other rights and remedies it may have, retain all sums paid to it by CONTRACTOR under this Agreement, including but not limited to, beginning procedures to collect the Performance Bond or Alternate Security required in Section 4.1 herein. In addition to the rights set forth above, City shall have the rights to pursue any and all of the folowing: a. The right to injunction or other similar relief available to it under Florida law against CONTRACTOR; and or b. The right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from CONTRACTOR'S default. 15.5 If any of the events of default, as set forth in this Section, by the City shall occur, the CONTRACTOR may, after notice (if required) and the expiration of the cure periods, as 1 provided above, at its sole option and discretion, terminate this Agreement upon written notice to the City and/or sue for damages. Said termination shall become effective upon receipt of a written notice of termination by the City, but in no event shall CONTRACTOR Page 9R of 1842 specify a termination date that is less than sixty (60) days from the date of the written termination notice. On the date specified in the notice, CONTRACTOR shall quit and su-render the Center, to City pursuant to the provisiors of Subsection 15.6. 15.6 Surrender of Center. At the expiration of this Agreement,or earlier termination in accordance with the terms of this Agreement, CONTRACTOR shall surrender the Centers in the same condition as the Centers was prior to the commencement of this Agreement, reasonable wear and tear, and City maintenance and repair obligations, excepted. CONTRACTOR shall remove all its equipment,fixtures, personal property,etc. upon five (5)-business days written notice from the City Manager unless a longer time period is agreed to by the City.The CONTRACTOR'S obligation to observe or perform this covenant shall survive the expiation or other termination of this Agreement. Continued occupancy of the Center after termination of the Agreement without the City's approval shall constitute trespass by the CONTRACTOR,and may be prosecuted as such. In addition, the CONTRACTOR shall pay to the City two hundred dollars($200) per day as I.quidated damaces for such breach of this Agreement. 15.7 Termination for Convenience. Except for the first contract year during the Term of this Agreement, during which the City may only terminate this Agreement for cause,the City may terminate this Agreement at any time, at its convenience and without cause, upon providing the Contractor with sixty (60) days written notice. In the event of termination for convenience pursuant to this subsection, CONTRACTOR shall quit and surrender the Centers to City pursuant to the provisions of Subsection 15.6 hereof. SECTION 16. ASSIGNMENT. Except as otherwise provided in this subsection, CONTRACTOR shall not assign; sublease; grant any concession or license; permit the use of by any other person other than CONTRACTOR; or otherwise transfer all or any portion of this Agreement and/or of the Center(all of the forgoing are herein after referred to collectively as"transfers"),without the prior written consent of the City,which consent shall not be unreasonably withheld. If there is a change in control of CONTRACTOR,then any such change in control snail constitute a "transfer" for purposes of this Agreement and shall be approved by the City Commission prior to consummation of such change in control. "Change In control", for purposes hereof, shall mean a change of the ownership, directly or indirectly, of greater than 10% of the voting or ownership interest or right to profits in such CONTRACTOR, by means of one or more transfers, sales, mergers,consolidations,dissolutions or otherwise; provided that the foregoing shall not be deemed to include (I) a pledge or collateral assignment of the profits of CONTRACTOR in connection with any financing, provided such pledge or collateral assignment is subordinate to the rights of the City to the fees payable to the City pursuant to subsection 4.2.1 hereof;(H)any transfer to other owners of CONTRACTOR or to trusts the beneficiaries of which are any owner(s) of CONTRACTOR or member(s)of their immediate family;or(iii)a change in the ownership of CONTRACTOR through a registered public offering of shares in CONTRACTOR((I),(li)and(iii)above collectively are referred to herein as the "Transfer Exclusions"). Except for the Transfer Exclusions, any change of the ownership,directly or Indirectly, of 10%or less of the voting or ownership interest or.ight to profits in such CONTRACTOR (a "Minor Change"), by means of one or more transfers, sales, mergers, consolidations, dissolutions or otherwise, shall be subject to the approval of the City Manager. • Page 9c of 1842 CONTRACTOR shall notify the City of any proposed transfer, and shall notify the City Manager of any proposed Minor Change, prior to consummation of same and the City or the City Manager, as applicable,shall respond within thirty(30)days. In the event that any such transferor Minor Change is approved, the transferee shall agree to be bound by all the covenants of this Agreement required of the transferor hereunder.Any transferor Minor Change made without complying with this Section shall be null, void, and of no effect and shall constitute an act of default under this Agreement. Notwithstanding any such consent,or any permitted transferor Minor Change under any provision of • this Section, unless expressly released by the City, CONTRACTOR shall remain jointly and severally liable(along with each approved transferee,who shall automatically become liable for all obligations of the transferor hereunder with respect to that portion of the Agreement so transferred), and the City shall be permitted to enforce the provisions of this Agreement directly against CONTRACTOR or any transferee of the CONTRACTOR without proceeding in any way against any other person. SECTION 17. SPECIAL EVENTS. 17.1 CONTRACTOR'S proposed uses, as defined in Section 3 herein, contemplates the production, promotion or sponsorship by the CONTRACTOR of tennis related special events at the Center. For purpose of this subsection 17.1 only, CONTRACTOR'S"Special Event" shall mean any event in which CONTRACTOR shall dedicate, and close to the general public, 53 or more of the Center's tennis courts. In the event CONTRACTOR does produce,promote or sponsor a Special Event at the Center,other than those provided for in this Agreement; it shall abide by the City's Special Events Permit Requirements and Guidelines. For any use, other than those provided for in this Agreement, a Special Events Permit may be required, and if required, shall be obtained through the City's Office of Arts, Culture and Entertainment.The City Manager's authorization must be obtained for any such Special Event.The City Administration shall evaluate requests for Special Events Permits on a case by case basis, in accordance with the City's Special Event Permit Requirements and Guidelines. 17.2 City Special Events. Notwithstanding Subsection 17.1 above,and in the event that the City,at its sole discretion, deems that it would be in the best interest of the City,the City reserves the right to utilize the Center for City produced tennis related special events and/or other City-produced special events productions. In such cases, the City will coordinate with the CONTRACTOR to cooperatively produce such events. The City shall make its best effort to negotiate with CONTACTOR but if unsuccessful the CONTRACTOR shall cease and desist operations during the term of, and in the area of the special event and/or production. If the CONTRACTOR is not required to close, or chooses to remain open without interference to the special event and/or production,CONTRACTOR agrees to cooperate with the City, If the CONTRACTOR is allowed to remain open during special events and/or productions, the CONTRACTOR may be allowed to have in operation its normal daily complement of equipment and staff."Normal"shall be defined as equipment and staff, approved by the City, that the CONTRACTOR has available for the public on a normal day, 365 days per year. Such equipment or staff shall not be increased or altered during specie! events and/or productions without the prior written permission of the City Manager.To the extent that the normal daily complement of equipment and staff is displaced by the special event and/or production, the CONTRACTOR may reallocate such displaced equipment and staff on a pro-rata basis within the Center not being utilized by the special event. Page 7N of 1842 SECTION 18. NO IMPROPER USE. The CONTRACTOR will not use,nor suffer or permit any person to use in any manner whatsoever, the Center or any facilities herein for any improper, immoral or offensive purpose,or for any purpose in violation of any Federal, State, County,or Municipal ordinance, rule,order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. The CONTRACTOR will protect, indemnify, and forever save and keep harmless the City, its agents, employees and contractors from and against damage, penalty, fine, judgment, expense or charge suffered, imposed, assessed or incurred for any violation, or breach of any law, ordinance, rule, order or regulation occasioned by any act, neglect or omission of the CONTRACTOR, or any of its subcontractors, employees or agents. In the event of any violation by the CONTRACTOR or if the City or its authorized representative shall deem any conduct on the part of the CONTRACTOR to be objectionable or improper, CONTRACTOR shall be deemed to be in default of this Agreement should CONTRACTOR fail to correct any such violation, conduct, or practice to the satisfaction of the City within twenty-four(24) hours after receiving written notice of the nature and extent of such violation, conduct, or practice. • SECTION 19. NOTICES. All notices, consents,waivers, directions,requests or other instruments of communications provided for under this Agreement,shall be deemed properly given if,and only if, delivered personally or sent by registered or certified U.S. mail, postage pre-paid, as follows: IF TO THE CITY: Jimmy L. Morales City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With copes to: John Rebar. Director Parks and Recreation 2100 Washington Avenue Miami Beach, Florida 33139 IF TO CONTRACTOR: Mr. Howie Orlin, Manager Miami Beach Tennis Management, LLC 1079 NE 96"' Street Miami Shores, Florida 33138 The CONTRACTOR and the City may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. SECTION 20. LAWS. 20.1 Compliance. CONTRACTOR shall comply with alt applicable City,County,State,and Federal ordinances, statutes, rules and regulations,including but not limited to all applicable environmental City, County, State, and Federal ordinances, statutes, rules and regulations. Page 7 $of 1842 • 20.2 Governing Law. This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Florida. In case of any inconsistency between the terms of this Agreement, and any applicable general or special law, said general,special law shall prevail, 20.3 Equal Employment Opportunity. Neither CONTRACTOR nor any affiliate of CONTRACTOR performing services hereunder, or pursuant hereto, will discriminate against any employee or applicant for employment because of race, creed, sex, color, national origin, sexual orientation, and disability, as • defined in Title I of ADA. 20.4 No Discrimination. The CONTRACTOR agrees that there shall be no discrimination as to race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, and age or disability, in its employment practices or in the operations referred to by it this Agreement: and further, there shall be no discrimination regarding any use, service, • maintenance,or operation within the Center.All services offered atthe Center shall be made available to the public, subject to the right of the CONTRACTOR and the City to establish and enforce rules and regulations to provide for the safety,orderly operation and security of the Center. Pursuant to Sections 62-90 and 62-91,of Chapter 62,of the Miami Beach City Code entitled "Human Relations", CONTRACTOR, by executing this Agreement, certifies that it does not discriminate in its membership or policies based on race,color, national origin,religion,sex, intersexuality, gender identity, sexual orientation, marital and familial status and age or disability. SECTION 21. MISCELLANEOUS. 21.1 No Partnership. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the City and CONTRACTOR. 21.2 Modifications, This Agreement cannot be changed or modified except by agreement in writing executed by all parties hereto. CONTRACTOR acknowledges that no modification to this Agreement shall be binding on the City unless approved by the Mayor and City Commission except where such authority has been expressly provided herein to the City Manager or his designee. 21.3 Complete Agreement. This Agreement,together with all exhibits attached hereto,constitutes all the understandings and agreements of whatsoever nature or kind existing between the parties with respect to the matters as contemplated herein. •� 21.4 Headings. The section, subsection and paragraph headings contained herein are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement. Page 71 of 1842 1 • 21.5 Binding Effect. • This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 21.6 Clauses. The illegality or invalidity of any term or any clause of this Agreement shall not affect the validity of the remainder of the Agreement, and the Agreement shall remain in full force and effect as if such illegal or invalid term or clause were not contained herein unless the elimination of such provision detrimentally reduces the consideration or benefits that either party is to receive under this Agreement or materially affects the continuing operation of this Agreement. 21.7 Severability. If any provision of this Agreement or any portion of such provision or the application thereof to any person or circumstance shall be held to be invalid or unenforceable,or shall become a violation of any local, State, or Federal laws, then the same as so applied shall no longer be a part of this Agreement but the remainder of the Agreement shall not be affected thereby and this Agreement as so modified shall remain in full force and effect. 21.8 Right of Entry. The City, at the direction of the City Manager, shall at all times during hours of operation, have the right to enter into and upon any and all parts of the Center for the purposes of examining the same for any reason relating to the obligations of parties to this Agreement. 21.9 Nota Lease. It is expressly understood and agreed that no part, parcel, building, facility, equipment or space is leased to the CONTRACTOR, that CONTRACTOR is a contractor providing management services for the City and not a lessee;and that the CONTRACTOR'S right to manage and operate the Center for the City shall continue only so long as this Agreement remains in effect. 21.10 Signage. CONTRACTOR shall provide, at its sole cost and expense, any required signs on the Center.All advertising, signage and postings shall be approved by the City, and shall be in accordance with all applicable Municipal, County, State and Federal laws and regulations. Any signage posted by CONTRACTOR at the Center shall be subject to the prior written approval of the City as to size, shape and placement of same. 21.11 Conflict of Interest. CONTRACTOR shall perform its services under this Agreement and conduct the professional tennis management and operations contemplated herein,in a manner so as to show no preference for other tennis operations/facilities owned, operated, managed, or otherwise controlled by CONTRACTOR with regard to its responsibilities pursuant to this Agreement. 21.12 Reasonableness. Notwithstanding anything to the contrary in this Agreement, including but not limited to references to"sole option"or"sole discretion"or words of similar meaning, in each instance in which the approval or consent or other action of the City Commission or the City Manager or his designee is allowed or required in this Agreement, such approval, consent or other action shall not be unreasonably withheld, conditioned or delayed. Page 71; of 1842 z 21.13 Procedure for Approvals and/or Consents. In each instance in which the approval or consent of the City Manager or his designee is allowed or required in this Agreement, it is acknowledged that such authority has been expressly provided herein to the City Manager or his designee by the Mayor and City Commission of the City. In each instance in which the approval or consent of the City Manager or his designee is allowed or required in this Agreement, CONTRACTOR shall send to the City Manager a written request for approval or consent(the"Approval Request"). The City Manager or his designee shall have up to sixty(60)days from the date of Approval Request to provide written notice to CONTRACTOR approving of, consenting to or disapproving of the request. However,the City Manager or his designee's failure to consider such request within this time provided shall not be deemed a waiver, nor shall CONTRACTOR assume that the request is automatically approved and consented to.The Subsection shall not apply to approvals required herein by the Mayor and City Commission. 21.14 No Waiver. No waiver of any covenant or condition of this Agreement by either party shall be deemed to imply or constitute a waiver in the future of the same covenant or condition or of any other covenant or condition of this Agreement. 21.15 No Third Party Beneficiary. Nothing in this Agreement shall confer upon any person or entity, including,but not limited to subcontractors,other than the parties hereto and their respective successors and permitted assigns, any rights or remedies by reason of this Agreement. SECTION 22. LIMITATION OF LIABILITY. The City desires to enter into this Agreement placing the operation and management of the Center • in the hands of a private management entity only if so doing the City can place a limit on its liability for any cause of action for breach of this Agreement, so that its liability for any such breach never exceeds the sum of$100,000.00. CONTRACTOR hereby expresses its willingness to enter into this Agreement with a $100,000.00 limitation on recovery for any action for breach of contract. Accordingly, and in consideration of the separate consideration of$100,000.00,the receipt of which is hereby acknowledged, the City shall not be liable to CONTRACTOR for damages to CONTRACTOR in an amount in excess of$100,000.00,for any action for breach of contract arising • • out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of limitation placed upon the City's liability as set forth in Florida Statutes, Section 768.28. SECTION 23. VENUE. This Agreement shall be enforceable in Miami-Dade County,Florida, and if legal action is necessary by either party with respect to the enforcement of any and all the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida, CITY AND CONTRACTOR HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY AND CONTRACTOR MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CENTER. Page 713 of 1842 I SECTION 24, FLORIDA PUBLIC RECORDS LAW, Pursuant to Section 119.0701 of the F orida Statutes, if the CONTRACTOR meets the definition of "Contractor" as definer in Section 119.0701(1)(x), the CONTRACTOR shall: a) Keep and maintain public records that ordinarily and necessarily would he required by the public agency in order to perform the service; b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that coes not exceed the cost provided in this chapter or as otherwise provided by law; c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law;and d) Meet all requirements for retaining public records and transfer to the City, at no City cost, all public records created, received, maintained and/or directly related to the performance of this Agreement that are in possession of the CONTRACTOR upon termination of this Agreement. Upon termination of this Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. For purposes of this Article, the term "public records" shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission. made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. • CONTRACTOR'S failure to comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes shall be a breach of this Agreement. In the event the CONTRACTOR does not comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail itself of the remedies set forth under this Agreement and available at law. SECTION 25. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES. Expanded polystyrene, a petroleum byproduct commonly known as Styrofoam, is neither readily recyclable nor biodegradable and takes hundreds to thousands of years to degrade. Expanded polystyrene is a common pollutant,which fragments into smaller,non-biodegradable pieces that are harmful to marine life, other wildlife, and the environment.The City's goals are to reduce the use of expanded polystyrene and encourage the use of reusable,recyclable, or compostable alternatives. Expanded polystyrene means blown polystyrene and expanded and extruded foams that are thermoplastic petrochemical materials utilizing a styrene monomer and processed by any number of Page 79 of 1842 techniques including, but not limited to,fusion of polymer spheres(expandable bead foam),injection molding, foam molding, and extrusion-blown molding (extruded foam polystyrene). Expanded polystyrene food service articles means plates, bowls, cups, containers, lids, trays, coolers, ice chests, and all similar articles that consist of expanded polystyrene. CONTRACTOR agrees not to sell, use, provide food in, or offer the use of expanded polystyrene food service articles at any of the Centers. A violation of this section shall be deemed a default under the terms of this Agreement. This subsection shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by the CONTRACTOR. IN WITNESS WHEREOF,the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their agreement. Attest: For City: " F� �RA AEL E. GA fKc P /641":NE, MAYOR r .INI,GI'p`jCpA1cUt x°e -or ontractor: ` Y()'., �, � '\f Miami Beach Tennis Management, LLC . t 11 0I ._ 0 rS. HOW A 4.+. •RLIN, 'ANAGER Print Name: -ct'`a ERC°e APPROVED AS TO FORM & LANGUAGE • &FOR EXECUTION gmi City Attorney ,J( Date Page 7i1-of 1842 EXHIBITS TO MIAMI BEACH TENNIS MGMT, LLC. AGREEMENT TO PROVIDE PROFESSIONAL TENNIS MANAGEMENT AND OPERATIONS SERVICES AT THE CITY'S FLAMINGO AND NORTH SHORE TENNIS CENTERS d Y T 4 . .mPa�e 745 of 1842 Page 746 of 1842 Exhibit "A-1" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Page 747 of 1842 EXHIBIT A l t • • _ . 2s - • 1 1 l ". f , ..a - - • . i, � : J1 :.� -. • E The Flamingo Park Tennis Center • 11th St. & Jefferson Ave. Miami Beach Page 748 of 1842 Exhibit "A-2" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Page 749 of 1842 y.rvy s � � yE 'r EXHIBIT A2 • • • 4 Y fi - n z Ws -i •�a�xh NkIY":'n3I, J. 4 . 1+ 1 „ J gN :7 1 12'4 • A zky K a �r ' - a .. �- daw1i ti North Shore Youth Center Tennis Courts 350 73rd St, Miami Beach Page 750 of 1842 Exhibit "B" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Page 751 of 1842 Miami Beach Tennis Centers Flamingo Park & North Shore Park Tennis Fees Annual Membership Fees Resident Non-Resident Youth (Under 18) $ 75 $250 Adult Single $210 $550 Senior (65+) $175 $425 Family 2 Adults/2 Youth $500 $1 ,250 (Each additional child) $50 $75 Court Fees Resident Non-Resident Hourly Rate $5.00 $10.00 Hourly Light Fee (for Night Play) $1 .50 $ 1 .50 *Memberships are sold annually In accordance with the City of Miami Beach Fiscal Calendar Year October f' through September 30'". A prorated 6 month membership from April 1 through September 30 is available at a 50%reduction from the annual membership rate. Specialized Play and Youth Tennis The CONTRACTOR agrees that the City's Parks and Recreation Department programs or co- sponsored programs will have use of at least 2 courts at each Center, at no charge to the City, twice per week,for a minimum of two hours for each court, between the hours of 11:00 a.m.and 5:00 p.m., and any time after 7:00 p.m., to provide free instructional lessons to after-school participants. Use of courts pursuant to the immediately preceding sentence shall be deemed to be the utilization of courts for public usage. The CONTRACTOR also agrees to provide fee waivers and/or fee reductions in pricing for programs(i.e. clinics,academies,lessons, camps, etc.)for those City of Miami Beach residents from low socio-economic backgrounds who qualify. The CONTRACTOR agrees to utilize the same criteria for determining eligibility for fee waivers or reductions as being used by the City of Miami Beach Parks and Recreation Department at the time of the request. Fee waivers do not apply to private lessons unless agreed upon by CONTRACTOR. The CONTRACTOR shall also offer free and/or affordable programming for Miami Beach residents with disabilities(i.e. Wheelchair Tennis) and for Miami Beach Senior residents. The CONTRACTOR will make provisions for summer and specialty camps, which camp programs will include,without limitation,camp programs for people with disabilities and for Seniors based on the established Parks and Recreation Department format. Exhibit "B" Page 752 of 1842 Additionally, in connection with the Parks and Recreation Department summer camp program (Parks Summer Program"), Contractor agrees to provide two instructors,who will provide tennis classes for the participants enrolled in the Parks Summer Program, for one week during the scheduled Parks Summer Program, fora total of ten (10)hours, typically between the hours of 9:30 am and 12:00 pm,for the total fee of$850.00(Parks Tennis Camp"). CONTRACTOR and City shall reach an agreement with respect to the dates,times and location for the Parks Tennis Camp. The location for the Parks Tennis Camp may be at one of the Centers or at Nautilus Middle School, with the Parks and Recreation Department being responsible for the transportation of the participants to the Parks Tennis Camp site and CONTRACTOR ensuring that two qualified instructors provide the requisite instruction at the Parks Tennis Camp site. Applicable sales taxes will be applied to all rates. Page 753 of 1842 Exhibit "C" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Page 754 of 1842 dipif #A, 0 4 000 01/Iiiie 4 i „ ,, i, ;4. 0 4 ill”difr r Miami Beach Tennis ill;III# / Management LLC Business & OPeraGone Plan RPeuest for r Flamingo Na. 095 d Ail Nortl Prepa cd for F4iinint;n f ad<and Nortl 81hae Park Tannic Centers or ie ar 4040,40,40 FAd Exhibit "C" le/dMPAig//.rr. Page 755 of 1842 "ft rc. ‘4,?; t ' 4 - .:mow MIAMI BEACH TENNIS MANAG EMENT March 28,2013 Ms, Maria Estevez Procurement Assistant Director City Mall Procurement Division,3rd floor 1700 Convention Center Drive Miami Beach,FL.33139 Dear ME,Estevez, Even in this clay and age of technological marvels,tennis is one of the most analog activit es around.Al its most Fundamental,the sport is little mere than a ball being hit back and forth across a riot. Our goal is to take this simple game —originated in Franca in the 12th century—and 'ring it into the 21st century thrnngh application o1 state-of-the-art management,technology,and social media atti¢tles. In so doing, the city and tie velars of Miami Beach will benefit Irons significantly increased revenue a world-class amenity for locals and visitors,,and increased enjoyment for all Miami Beach residents and tourists,regercless of age, gender,physical abilities,or any other consideration which may have caused them to stand aside in the past. What we offer is both proven,hest-of-breed tennis management combined with the same marketing and tetmology know-how and team thea has calapulted Miami tourism to its epic heights.Fasten your seat bells because the future of tennis is here. We look fo ward to the opportunity to oversee the management and ooeratiois of he Flamingo end North Shore Park Ternis Censers. Si 0:rely, IN t• Howie Orlin President and Executive Director 4/WWI BEACH TENNIS MANAGEMINI I-LC 110,'9 NE 95Ir+ SIFEEI MiAMI ShORRES. ft 4,1 38 Page 757 of 1842 TABLE F CONTENTS References ,, Message from the President end Founder. . . . . 7 Methodology and Approach. . . . . . . . . . . . 8 Miami Beach Tennis Management LLC 10 Strategic Partnerslrpe 10 Corporate Responsibility Plan _ _ 11 Services Offering Qualifications of Proposer MBTM . . Ni Lxecutive Team 14 Organizational Chart . . . . . . . . . . . . . . _ . . . _ . . _ . 16 Instructional Services and Programming . . . . . . . . . . . 18 `eolith Profra res _ . . 18 Junior Programs _ . _ _ . 19 -Emmawent Training Pathway _ 20 Adult and Senior Programs 20 TURKEL Brands and Marketing 22 Mar+keling Plan _ 22 1URf E Brands . . 23 Welch Tennis and Maintenance . . . . . 26 Facility(luality Control Standards 26 On-Site Facility Staffing Sr Shift Schedules 27 Welch tennis Maintenance OA/OC Plan _ . . . . 28 Welch Clay Coot Maintena nee article 30 Welch Tennis Contract wil4 MBTM 32 MR, Insurance & City of Miami Beach Compliance 35 Employee S:reening and Insurance _ . . . .36 Appearance OSHA&Perverting 36 Environment arm:Active Network 37 • Financials, Staffing and Budgets .38 Proforma Flnaneal Projections 38 Financial Model AssurnOfieFS di Staffing and Compensation Plan 42 Monthly Proforma Budgets . . . 48 • Resumes&CVs 5d Compliance Forms & Supporting Documents 67 Page 758 of 1842 REFERENCES Miami Beach Tennis Management LLC References TURKEL Brands References Mr. Alberto Pazzl, General Manager Mr. William Talbert, President&CEO Miami Shores COn h,CI:ab Groans Mia nit Convention& Visitors Pineal! 305.795.2360 EA. 101 701 Bricknll Avenue.Suite 2700 apozzeSmiamsaoresgoltcorn Miami. FI. 33131 Mr. Paul Hertz,President 305 539 3000 talberl©«aa lrt antl beanhes.cone Paul Hertz Group 305 534 A t 91 Mr.Michael Earley, CEO paul©lxaulherlegroup_cone Metropolitan Health Networks(MetCare) 250 Australian Avenue South, Suite 400 Dr. Mark Slibret, M.D., Medical Dir. Outpatient Services 'West Palm Bench. Fl.33401 Cape:Cod& Islands Community Mental Healin Center 1888)663-8227 Porasset, MA meat ley©metcare.cern 508367.6118 Mr. David Whitaker, President & CEO Toronto Tourism 207 Queens Quay West Toronto, ON M5J lA7 Canada 416.203.3801 dwhiinkcr@torcvb.Jot 5 Page 759 of 1842 �, , i w r ,e; i } 6i71.:, •I!' ».„n Page 760 of 1842 MESSAGE FROM THE PRESIDENT AND FOUNDER My vision was precise I waisted In form Miami Beach Ten is Management;a company to nurture and grow inclusive, diverse tennis participation throughoul the Miami Beach community.Simply put, I wanted to make a elfference and awe back to a community I love,a community that las given me and my family so much ever three generations. To those that don't know mc well, tennis is no:lust my profession,it is my life's passion.For me, growng up in Miami Beech and playing at the iceat courts and then later serving as the Troths Center Manager/Director for Flamingo Park for 26 years(1974 2002), often seems like a vivid yet distant dream from Ain past. Many of you may not know[hal my father also taught tennis in Miami Beach thmu2h0ut his career, and instilled in me a solid work ethic. The opportunity to return and manage ice Tao lines was not an easy decision. Jilt mately, in the end, for roe, it bee:erne do upporiiniry to conic home. But to do this right, I had to put together ar "A Team" ul world-class operators to manage this key City of Miami Beach community es;el. My Leadership teat had In be able to"lurch"and salve diverse cornlunity needs, cel the industry standard for superior,nay court maintenance, possess unbreakable infrastructum and financial controls, with social media applicatinns and Iearlagernen!systems second to none.And, t had to provide instructional services to the whole Commjnily-youth, adult, senior,adaptive and wheelcrair -regardless r'f economic means. In 1980, TENNIS magazine nen red Ice fifty(50) greatest US public tennis facilities Of which, (lzmmgo Park was listed as ono or the country's best public places to play, Duo to our dedication to encouraging and serving the kcal trials- player;,our municipal Ci6hlies are Pie backbone of the game,and perhaps the truest l neasure o1 how tennis has progressed and Cal tinucs t3 grow throughout Inc United States. My MBTM tenor has Ihe coinponunls In operate the Mienli Beach facilities, implenie ll the shared vision, and return Miami Beach Tennis to Worle class status We welcome Ihe oppnrtu'dty la serve the City of Miami Beach. Sincerely, 4111 41141/44.0111 Howie Orlin Preside,it and Executive Director • • Miami Bench Teml[s Management LLC „r h)))) .,.,, „, . 7 Page 761 of 1842 METHODOLOGY AND APPROACH Mission Statement Monk Beach Tennis Managennenl (MBTM), a full sow tee tennis management company,specializes is Ilie manages ne❑t of public, len-is centers and Is dedica e d 10 developing, promoting, leaching. and evert tat ng community focuser tennis programs. Company Services - - - - -- - The firm, founded by Mr. Howie ()rim, manages, • Me tdrushp rw,0Th')' s'-penslojr marnlai is. acrd develops world-class public tennis • -brims Instruction N 4o'S m(enNs p N2D I rearee Jo Go'lle>. Mr.Orlin has spent nearly fpw decaees •r,cm'ps.Eoents.Langur, u.7jb Aijweaner ? sn p emoting tronas. Prior to his current pos@on, he was the oa lr oje raijseL Ala}ar ane a letrbeJ6a0' UirorirelMarrager of the Flamingo Park Tennis Cel ler for •Hospitality 7aol ages ��5e •'i:' 26 years(W76-2002). He has spoken 31 USP1A •Academy pr residence) seminars tllroughnut the country. Hi; co Iruutler1 and •Feld and Be erage • adrelip:ac c relied the.,la.ldard for public Thu CWUatIkte • Pro Shootheakepro rs n ted-Rte,. tr mil lacipl,y mana5;mcnL nRh the roc ern idly The firm s brand ani me nag nleni :vires lncrmSP g ail crms1iien6 Frogs in revenues,improve cecinaJy relations and Differentiators w sf¢kPhaNlero ini,;rea=e new roe mbership.As The "expels"in public • Experts in public tennis lac ility managementcore,competencies Include facility reacagement ima mtanance operations instructional cc,nisas, •Werki class on site mai ionone f,,,,esi.'p marketing, pre shop food aha beverage operations, winIbuleh Tennis partners hip •eubnc mrffis rnparh , administrative facility management, and corn nonny •Connunity Javelnpnter'I •Mdvrrregerb oyerfiqi outreach pi°gram,. lhrougn oulreath pfogia ins r •COI nnmrilu 'wJ•k aro pubbt service Soto at Adair ec'th Corporate Responsibility •Scald Mann newt l parmershrp .heettoorip.-soc,,i awes MOT M's p irlosophy is to Integrate into the Mian'n Poach ar ' uileio h ar community 8s a "good corporate crbien "establishing a 10 serve of icr Cit needs +aiw c'a Con'rnh balance between dove'aping r r:thue oppurluntlies for •Markt-rug,somal media C f -• Yak • the Sty, ircreasing employee ful`ilbnerlI and qualify of and mobilo plalrorrn experts, r rehrphi rtrn¢y life, providing excellent costumer service,and Serving the with TURH7 Rracds Mian Beach environment and comrnundy. •Fmmrhzl control systems As a partner to the USIA,our "Outreach" net ps Miami with full transparency and Beach tennis grow arc prosper.As tennis can be accountability.lhrougn modified to retsl environments, player candle-ming paflnership with AcriveNei lovers, or physical disability. MBTM develops playing •MBTM conlioller has expvrlunce opportunikes far ALI individuals It'rough inclusion, with Midori Snares Crud Miarni knowledge and support,regardless of disahiliry,age. Beach golf opetal'Gas nabonality,gender, race or sexual orientatiorn.With the (PCM centrad) LISTA, MOW supporta p1 ogramming for individuals with •Sbategic ph lanthropy largeting physical.developmental,and environmental challenges. -long view"City goals Page 762 of 1842 Management Control Team Faculty and Maintenance Howie Orlin—President& Executive Director Expertise in tennis Tacitly maintenance programs is vital to rhe Alorincr r;don,illy ra eked a rid d cottage All ;beadily of o1erations the MB I M "hands on`e nprocb Improves. American, with nearly four decades of toil is both actual»rid perceived,maintenance and"playa billy"of expeusace as a player,coach and leacher, he lentils corals through continuous duality impmvemeol directed Flamingo ban 1976-2002. programs, In p irlrer'mg with Welch Tennis, one of the loaders Rodney Hat mon Inskru,-Gunal in tennis toad construaiar.,design and iirntenance,we will ()per Mons Former Director Mullicullurel F'roglame assure and provide Mat all niairiter ante services conforIn and Al US TA, and Llir'odor of Ten i, fur USTA as well as exr:eed industry km nolards The Welch maintenance pan is the Beljing Olyrnplc5 L$. hair 14 learn ranch (2068). part elf the()loll y Control/Qvoley A''suranre management pout Brace Turkel- Director, Marktlling, Mr. Turke', Marketing Strategy a rrlalkehoy Jinn 50041,ne,Iil expert,is the CEO y/alolr len4Tglt;shee4 p1TURICFI_Brands e leading,marketing and PnBtM in partnership with aroltrarandWireCege TUP.LEI Brands will use ren etir14rre kr COmmiI Boni Iron aatli,Taditlllfs innov ,rye sosial mednd ia aof^er Lsme'Marret--Conlrollec Performs this functoo mob e and locational for Mian Snores currently.She will oversee all technologies to build, maintain financial control, FIR and compliance activates. and service:coy constituents and -. Jrle Cawley -Dlreclor,Corporate Development stairPrioldels These prceislon I atnixO zeila(e�Ur ' Holds 25 yea r5 of strategy cm-stigma&inv riICEit sh ICC es enrnhinerl xalh FURK4 I, toll Pah 44$it1k bankin )arionr'' Brands e<' 71 car n Cl of Miami M141605rnfrtn g ox1 l Finn' e<umes7bVS :S beach will nikw the ream to INlbge7Wfwf Advisory Board Board deliver additional revenueslreams George Toud-. President,Welch Tennis lo the City, enhance membership Bog Schaeffer LISTA and ActiveNet service,and grow sales in all the Brad Parks Wheelchair Tennis Founder key revenue segments ...IUR.CCLu nuft6&pofb lei-raj ofsocuiined4 Financial Projectionsragtag"' r:a`i eroa'Q3 burr) iveleny$=. tpx a Yell r 1 ry>per av"`4s e y F3 '' fr leer f61,1 t su l'it7"Zt rtr 'r,t : Liu a 9 f .1÷,16:1;17) c 1 e .a,Yf ° r✓iivuui ^naF>x o-? say 4 unr one P., Spf ry' ! i ! N _ — ak: throe hf o Lsc '<pGA F sn re B 9;pit i + Yd , toil li Mt; A4 a 3 A ori sfa hold.ars .111 h1d r, p'afalala G(11� . rewrap-share fcoa6rs Miami Beach Financial Returns are to the LP a'sb'?a" rrlb'�2,;1" : Myi9c`ar'i^a�„ps16 '�.Y7in.�i _ Facility Renal S 120000 S 123,600w 5 127308 S 131,127 $ 135,061 Revenue Share $ 37,706 % 3IL210 .$ 77,5833 $ 98,65 I $ 122.220 Totals»»> $ 157706 S VII 930 $ 204,891 $ 229,775 $ 257.281 '13";;"......... .. :9 Page 763 of 1842 MSMIAMI BEACH TENNIS MANAGEMENT LLC the fa m, founded by Mr. Howie Orlin, manages, inainlainsand develops world class public tennis lacilifies. Mr.Orlin has spent nearly four decade; pmmolmg tennis. Phor to Beare aroma Pre Fbisrgu Ypg scathe , his rumen f positior he rams Me DlrpstalManagor or the Flamingo Perk Tennis Center for Ana J7bPga7 26 years(197n 2002) He hes spoken al USP IA seminars thronghnnt hie cor dry. His (fere expnrtn p'mr , lehrvp menage a hl , contributions and leacership have created Ine standard for Basile tennis facifly _ management As the"experts"in public facu'.y manage mall,core competencies include maintenance operaliens,,natrnctinnal services, marketing, pro shup, load :wird beverage, adminislralive, facility num na;eent, and cog munity outreach progrmns. '" Due way[/roti rn.*cess '.. Corporate responsib.lily philosophy is to provide stewardship Io iia Miami 8earli Me Mw,,, each to rowmify is if m ie rommulily as a 'gond corporal»citizen;" t.rough hula immgievence oppnrhrniiiotfor a data aurrrzof Mr City, Jrertnsi rig employe:fulfillment and qualify of life, providing excellent customer pa Ae ctp service, and Suvmg the Miami Beach environment and rnmmu oily.As a partner whin the USTA(United States Tennis Association),our "Outreach" helps Miami Beach tennis grow and prosper As tennis ran be modified le most envi roe menis, player can dttioni ng levnis, or physical disability-, MBTM develops pluying opportnnilie., for ALL individuals MAIM servrp H¢ through Incl usion, know ledge and su;hport, regard.CSS of disabioty, age, riatiosality, Miami per iron nr'ny _ esat &eeIrcidatn c rd»i, race or somal crienlalroa Wiih Me LISTA, MBl M supprrls program=tin;for (pees dareld mg individuals with physical.developmental.and onveonmenal challenges outreach lurgrrms roc aA sru •vee'$. STRATEGIC PARTNERSHIPS • Welan fennis—world-class maintenance providor In service both fee R ips, hf87Magmgnt x cry camp9crefrIS 011 mid • 1'URIi ). Brands -world-class marketing and comrnumcrlons firm based in Miadtipocrco,vsk: ownr r, paeren - expiate in social media and oldie) technologies to build awareness and community hey in, • Professional Lem se Management(PCM)—(manages Miami Beacli Golf Club, • /sae€d ern+s Normandy Snores Golf Club and Miami Shores Goll Club-Their management and .mM Moneta!conlred systems Currently provide rnparling and of her derail as "needed for •osrA.- City of Miami Beam transparency r Mt v44:tit • US1A—implementation o`youth, adult, senior and Captive programs and services. • Artmed at -Powering the world's activities and connecting People with the things they wart,need arid love to do. 10 ri.L.Lirck 'IVIIV,g,` LI Page 764 of 1842 CORPORATE RESPONSIBILITY PLAN The plan details how our company ntriacts willr the Miami Beach commuiety as goad cot parole ciIitens that strive(to make the City bolter, how it rewards emp'.oyens, develops Ad R>r a'o'ror)uw rtr ?: optimal custornei 5e(ti slaction, supports the meal r Girl mi Indy and Suybrins 11•P: maTM hAll•p/ev C4 JfQllW Pd1bICitIO,twcitMorrrV� errnronment in which we live and Ureatir9rpefheehgQRe¢m en8.,;, hop tournsgtmL Community MB TM will make a difference by participations and partnering with the kcal Community lc nos Association(CTA)in order lc coordinate and manital l lenms programs and Ro3rie✓Ffaifiod' servines, gi iarantreing that they are open arid accessible to all.This mission is fueled by all'cc-irk-lib-USIA local volunteers Ilial promote and develop the game of tennis inpartner:mei witn the pu15ltn0/per ytrs6y ccmmfiroty The participation with CA will eugment the MD TM m fission statrmart. Diversity and Inclusion DivcrsIlyand rndusron are a core driver of the MB lM mission-Diversity nllovrri to Coor)Qra(e cUlruree Couch eh of 4i(lca and Inclusion allows all of Amer ice to touch is Al This time it is II=1"d'rho D oni lee nclosni xssigdi aiJry innpertanl that all tennis uxnpanies identify and lead to•errove barriers so that tennis , i n(locts all of Amerira. M BTM is committed to enhancing the diversify ci the workplace Ihrnugh mcruilment.hiring retortion, warning and pmfssional development ol'a diverse group or amp nyees.The firm will maintain and promote an r.ulusive culture in worn ndrvid fiat diff icr ccs are resected and valued as qualities that.ten then err overall tnt,trrt VnTrWti-)r{e0�x P g 8 11a Cn Hwillar utn rfR we ki if, 'n Jr orilueni and accelerate the ability to promote end develop len.us growth A631 elbert ' AL every levet Rodney Harman, the 2011 recipient of the USIA Outstanding Diversity Achievement Awn-d and former Director of Multicultural development for the, USIA, rias worked with vaneas US TA sectional staff and volunteer,,allied organ:Lanon5,local programs, coaches and plavors Io help provide tennis to underserved communities.Hu was able to introduce with tris help of rho LISTA Multicultural Partici patron Cbmmlllee and the USIA Board til Directors,a new individual Gra til Program to prov'de 'finding to yen rig payers to Partin pate in regional and national tounaments. Rodney has continued his work with Me Camp Ace Programs in the USIA Florida Division, by providing on court training to mate and female multicultural players. Additionally, he rail the Mal Washington Kids Program Fundraiser started by the former Wimbledon Tennis Finalist. to provide tering and eclucallonal opportunities to in ban communllies.He also served on the Board of trio Greater Miami Tennis Fel ndalton- r ., 11 Page 765 of 1842 Military Outreach and Support for Veterans Asan example. MBTM supports a military outreach program "ADOPT A UNIT TODAY." - It demonstrates a commitment to military families and service mentors. It will be an Brad Parks hurmeror' Oct::10eirrenins -• orrgo'rig Partnership, as MBTM gives back tc those who give sr itchm u rch for our country. c `rmitMUfo b,Thgaw In partnership with Ilse !.15TH.we will reach serve and sapped II re military wan direct its ZA,pree ams In Noelle Ohrfr services impacting ever IO0,O00 service members and their families The military outreacn elfort will continue to grow as younteers continue to each out to additional mititory comm.miltes such as those disable° in roue-rat hoping to extend wheelchair and adaptive tennis appli:alrens to these wounded y ar hors, By sendingM21Na<ippbr(eniuey portable tori is equipment with Instrucltons and educational infarmaoSr on ler as,it partes allOWS the loom$Cammunity to show support and to introduce sold ers and veterans to a Iocrealiona! moans to foster reintegration witli ti ref and community upon return mom combat opt alien In a conflict /Or Fxp.oh acaaty Pa aft Financial Capacity r are`''„rrt'r,"fpr Financial disparity is o'ten idenlffred as the most s gndicanl barrier preventing melte cultural players fully esrtfepatmg In Tennis. To :help boost [emits perticipanon among aspiring millicultusel players, MB IM Is activoly involved in IIIc Multi-Grant Program wI tin crack gra nL to programs and players tar ju less monetary resol.Irces. 'this ME3 IM mg'A1 orTri 5-V!uIn<s team, along, with the LISTA, inners with numerous charitable or am2ations le fulfill This bra tend i nyrr € Pt g it wmnamr-camp, mission to promote L le game c1 tennis In all socio-economic stab is groupsto aur avtsfaitea°wet (Alen a e aiic,e'r Wellness Programs . . . .. .. MBTM afters.vellileoe Programs for its emp;oyees sr ardor to Infovrr and assist in living noontime lilt,style. Plave,ttive health screening reduces health risks In addition vp>.'*yf m(orrlci nr.Iter ttoii5ls are avoikarte to leach our stall about.proper diet and nub'Ilion.Werkplacn abert 01q rI at axe cise classes are an excellent way to promoter regular physical activity. By providing °e/'sash/y(1/r En Fo 3"(tier err employee tennis classes, tournaments and corporate leagues, not wellness programas prArrgns a l a Id . ' offer a balaeced work environmentessential to an overall sircces,rLl operation. Iron 111?hid emir-spare sc hQii Environmental Sustainability Lastly, our learn is environmentally conscious and supportive of lee CilVs oLKlbinablLty Plan to!Morava oar livable shared resources, prevent harm to the natural environment, protect numerl health and benefit the social,econon tic and enmrenme-Tal wolf being of the Miami Beach community for present and future generations. Employee Incentive Programs MBTM employee incentive programs reward exceptional employees for reaching work goats and objectives.perforating superior customer service,or simply lust"doing a good lob." The employee incentive programs are mutually beneficial,increasing employee motivation, morale, loyally and productivity,and reducing absenteeism and turnover. It testers an environment that is conducive to Success. Our recognition programs award perfect attendance. COnimu lily service,compliance With quality controls and maintenance performance.from gilt certifi°atos to media entertainment programs,our employees are crucial to our success. Mel M will create hew lobs or our residents of the City of Miami Beech. Employment opportunities in maintenance operations, ed:m jslratrnn, fisher r!renal pregrail s and services and marketing are open fo all residents. 12; .. Page 766 of 1842 SERVICES OFFERING MBTM pmvidcs lie following speclmni of products ane services. Many of Iliese components will lead toincreased hotel and mord Intrust rel alai sr:endmg,which leadsCnm�,apefrerevertly •lour/qtrn.nis,A ad Ny to more tax revenue to the Cily of Miami Beach. So,in addition to Our guaranteed grxl hp•p47110emd • minimum payments and aggressive revenue share with Mi,urn Bench.derivative Lax nitrite detrialvg tdx, revenue will also bo provided to trio City via the MBTM pa eiershe rarenpe(niprgp relyx rg f - Memberships -maintain, build and grow membership base through some I media and lnFGyvr M?amr BeseF other community building loots_ Cllnlcs—ono and a half hour group sessions capped at Sts payers per court-A typical ronfiguration is our )i ofce,siona Is, four courts and 24 players;offered to Miami Beach &NLyeeiti!&Panrl residents, Ion+esident,nrid nen Met s. MM ee' egpe(e6 rat mcvde pro 4,000 Tennis Instruction private and se.omprivafe [manna to payers of all;delfts from certified and licensed tennis professionals with three levels Of expertise. Camps certified, leericed and r_spectr tennis professional provide players the opportunity to in pi ova their game,work hard,make now Lends and most of all. licks: "un. ,MDila yJft ie • For Inc youth and tumor sermons. MBI M will hist sonfar nner camps ono holiday camps farygUlr rad camps Full-day includes morning and Artemide scs:ionswith Wnch A haladay junior; >nw ekyn xm OII.fk',i j kr' session is also dvaiiablc, niorniogor afternoon Urge Niengptfa • For adults.week) ileneat7«ew: y and weekend ramps MBTM will be available to help¢hero laks If game to ,lie nod level Specialty Events,Tournaments and League Play ••Sperialt/Events.—Fro Arm:, fundraisers, charitable rven s Mea,rensand amawlhdsrVecnhr lo(rnameg6„. • Lot namenls—u S.[A. sanctioned events, inter club. competitive.ladder Academy---an ,n resrdenop program for those most con imaged to exoellerce. The best junior players corns to the Ar adcmy td: help achreve goals of playing on the Pro Tour or Th A sJpmyrshrt. receoar g e Diviblo I NCAA scholarship Playor,are challenged daily in r reparahen to rye pry l$.bc r rro. compete with ether top rarrkerl juniors at National and Interna lfonal CSI'A tournaments- p Jbr iq)ra;rn The'loner tenors academy is designed to offer an elite and demanding tennis training r0"+ptdH4rrc1 Wog tlo°@okGMt •'.. schedule,and rs k own for its Intensity on the Corel arid(le`droaliorr to player growth Wogrmhrrgtl 1 pt and development. xtlk 8 pv r i cp,are iia. Hospitality Packages—pre-packaged services bundled with other Miami[leach programs;promoted and sold Na hotels, Chandler related and other groups for corporate outings, rndlvldr.ralscouples and family. It is the perfect getaway providing a top Ger vacation al one of our partner Mia:ni Beach hotelsewdohypAt sg;ave Ve ht.ugh tnermh Food and Beverage a snack bar operation that will provide healthy food and to eat n IJs .n d,nn beverages to both tennis and park patrons r npin}crd Ilpr r Pro Shop—features the latest let uits lashiotis and state-of-tore art equipment I'or men, women and childrren Everything from socks to sunblock and everything in between rackets. shoesapparel,duffle hogs,sunglasses and other specially Items. Brands include Wilsoi i.Prince Babolal. Head. Nike.Fila. Lacoste,and New Balance. The facility also offers same-day tacker stringing,game arranging.tkrl mach;re and racket rentals.In the fu lure. 11/44 BIM will have a web storefront tis well,offering products a.id sorv,ees 13 Page 767 of 1842 QUALIFICATIONS OF PROPOSER f MBTM EXECUTIVE TEAM Howie Orlin -Presrdenl and Executive Director. A former nationally ranked player and college All American at Clemson University, Howie has devoted -lose to low'decades trmeehns fuerd4Sa¢slaarra promoting the game of lennl,.Prior to Pis current position, he was the Direelor/Manager ,.N_Du ed.rMhenge ' of tic Hami go fork Tenors center for 26 years(1976-2002) I le has spoken at USPIA nen V976. x seminars throughool the Gooney, his conpib,dlons and leadership sot the standard for oriaryayw rbnaur r nkedAaXwn+QtniAn$e Public Facility Management.Asa "hands on" manage,he is always present and readily Aa P, far accessibh In address the needs of residents and g,iesls Current()lee Director/Manages' of iho Miami Shores Tennis Cornplex at the Miami Shores CouNry Club, he oversees all tean s club opo rations, which include maintenance,instructional programs, ms rketine and admiinist, rive operations. Roarey'rs jSerylnn LISTA Drofiv ar lcrns , Rodney Harmon -Partner/Director of Instructional Opalstaxis, A fernier professional ion Nx32zrxy8 tennis player that reached the quarterfinals of the US Open one the thud round of Wimbledon, Mr. Hamlon has exlensrve experience r'islruding, coaching, nandging in mainlainmg facilities, He will manage au instructional programming and server:delivery - - for MB TM. Rodney serves currently as the Head Gear-lief the Georgia"feet wnmen'c , &Igoirred CFC of train's leant UAW(Aniirll la diagolerkelinga a , In 2008 he served as the US Men's Tennis Team Caeca10c hie Bearer':0lympirs. He IS a comp n;dens rrorw'w � IV Mwgirngi¢h fnreednror All Amengan and the NCAA Doubins Champion. For trE 11S IA, he has served ers the Director of Think, Director of Mullinulhiral Programs, and the USIA National Coach, He is a frequent contributes to the Townie Chan/7a/and TENNIS magaziieo. Bruce Turkel--Partner/Director of Merketing, Bruce Turkel combines creativity nod business acumen to help companies grow businesses by increasing brand value. He is a serial entrepreneur who hos created a number of successful companies Currently Bore manages TURKEL Brands, his Mand ma ragement agency(www.lurkelbrands.com) headquartered in Miami, Florida.Bri is also an acme pushed al rhos end spanker (BruceTurkcl,ccin/ Ho hos publisiied dune bunks on branding and marketing- Brain tails; Now De5I II: Man.and Hriddirty Oak?Value.1-le has spoken tui Fortune 100 companies including Nike, roll Broh'lers and Discovery Channel at conferences such as()MAI, NAMM, MPI, and Praia, and al leading universities including MIT and Harvard. He has been interviewed frequently by CNN, FDd'and NPR, and has been !natured in T/re Now York Times. The Mramr Herald arid Fast Company Magazine. 14 , ., , Page 768 of 1942 Esme' J. Market Controller.Ms. Market has extensive experience in Ire financial control arena for both golf and tennis clubs.She is the current C:onrroller for Professional ,hole hlde,cnrdrP/ fps, Rrufeslgrtaldourrs Course Manage tie iiatthe Miami Shores Country Club.There she manages all the Meakemced(Pegbibi Controller/CFO typo activities including all financial operations,compliance and Mramr,SrorFu Cr`Raab a's-agar:49sIto regulatory type reporthrg. In adoillon, Esme is familiar with the City of Mom Beach hlpal[Be l,PPI qor: C compliance and reporting requrremenis as Professional Cou,s., Management also - manages the City of Miami Beach Golf Course. She is an expert at many software applications ptncicular lo tennis and end clubs,surd , s Crescent Systems, Forel for Club and Course management.She will soon he expert in Joe fls oitirx^oy4raofor"r stvs1p -anpl WL ACTIVE. She has herN Bachelor.>Degree in Busk' Min[castration Iron. e tlnlyersfty of ebyahhintd?rtlng4fin , West Florida as well 3s an Associate's degree in Accounting 'rem the Mana ne reofJr¢vntt p¢re�tlg( : Community College. Joseph Cawley Directed Corporate Development Mr. Cawley has over 20 year;at experience in strategy conulling,investment banking and venture capital, primarily in the tee inulogy, fi nano[. and mal estate verticals. His areas of expertise include vergers &acquisitions,capital attraction,strategic alliance development,Iniancial nrodeliiig and business Strategy He most recent/ merged two software companies together to seive the White House and Oapartment of homeland Security. He also secured a framework agreement will tie largest global logistics R Err te develop a mixed use business park in shangnzr Plevior.rsly, Managing D'reeler of a Washington DCbasedprivate equity fund, h0 increased the portfolio value 1500'o securing financing from Asian lost itulional investors. As Managing Directoof Siena Lid., he provided strategic advisory services to numerous early-stage technology firms,advising on multiple buy-side and sell side M&A deals. Clients are typically hedge, private equity and venture funds, or technology n IT Services, Internet,software,and biotech. Geographic segrrents include North America, Europe, the Middle fast And Asia. Other positions included Director, Mergers&Acquisitions for a Peoplosolt Global Askance Partner, implementing an ERP growth strategy, the VP, Corporate Development let a technology lien,managing European special projects marketing initiatives. He helped develop technology transfer policy and performed technology assessments for Ins Alamos Labs, liaising with Capitol Hill, Executive Branch. and European rornmunity-related organizatioi is.lie has a hacholor's degree from tie Unlve'sity of North Caroline at Chapei Hill,in Political Science, arid a Master k in Buss less Administration with concentrations in Strategic Management and Corporate Finance,from the university of Georgie �.H....,n,..n„”15 Page 769 of 1842 ORGANIZATIONAL CHART file chart helow represents the management flow struchire of MB TM. All details with respect to our Stalling Plan and Job Descriptions are located in the Raclliliies and Maintenance and Cost sections.The Organization Chart applies In both Nor tn Shore and Flamingo Park facilities independently. SzaaptBf 'GARc4rtvEpinapPlRefTgtR- 93NPRa�4RR iDIFIR7W4$KKfAtIN6 oIRECTda_Ul itiOTIONAG'. 41P*CYOktMWOR7y} • 1 • . 7 N3 . .".voyMPw4lr r NNI$.piRGCTOIl.- ZH'EJb??�C{{11IPh` 4646 MAINFENANCB , -ti11 Atl CR0V 9810NA1y'.' .,+FY2�M14R. . . wORKEN. } � .�. _. . •OF )d WdRIn, - MAINTENPF{CB r ASSISTANT ,i womieR PP4F4$ IONAL TENNISAloe • 16 Page 770 of 1842 1 • • I • 77 Page 771 of 1842 INSTRUCTIONAL SERVICES AND PROGRAMMING Mgr M partners with he ASIA to implement their you:n,junior,adult,senior and adaptive programs and service.This creates a uniform system of teaching methods, 'Pinner Rowan kosten. DM,'"itf of reqIPIS tut 00 feelers corsisies y and entwines player developmerr'.. Mr,Rodney Hannon,the Us1H Boor aUk 20 On oaks of Instrucb.onal Oper'aherns for MRTM is the former Director of the Mult cultural Outreach dlvislon of the USfA from 1997-2002. In addition,he directed all aspects al the tennis program--as Inc Dire-tor of Tennis for LISTA from?002-2008. Fle serves on the Mated Stales Professional Tennis Registry fUSp1"RI Peart or Directors and is the former fterMrwf-=aeaformW u+aoh of Univers y of Monk. sod Mrialayory sego is triskyphir M01'M'tiill provide Miami gear h Parks and Recre:rtion programs with 2 counS at each /0em ts,wnae'ol alc• cenler mice per week ne a schedule to be determined by City It will provide After School 61rya opine, free ins buctiona'programs at no cost to the City and will coach the tennis leans sane Roiled by Parks and Rerrrealion at no cost Ip the city.The firm wall also offer demes on all aspects of tennis to Gla Gunnnun'ly,e5lddaS'h and manage tow namenrs, and connote iuOda tenni.,ten us and magi res In idrI urn In pr;vrl -g corm-minty groan Al imrspvirr ioT v;" clinics. Mg TM will proy<e instructional services by certified licensed professions s for am csl'odandsowez0 indite—hors,groups and clinics,Commensurate with each client level. Tennis youth programs nfler 10 and under, tournaments and factor national player develop neat goals. Por juniors,adults and seniors we will build an adaprve tennis .,p u,,dx.-dlScjccs capability In selection to programming, MO TM will offer a LISTA Junior loans tennis and camps.vnn0$TA 'r.,m USIA School Programs. MRTM will provide Combertive programs with USIA leagues, anlgr 'b.air ri 'Iv n pM 10?Mem ere \d Flex tcngues.Adult/Senior, ',Vheelcnew and Adaptive Tennis rya tis C trprep Progrummo g goals for the tennis centers are to provide comics and or ogran is Ic players Of all ages and skill Ieve15. 'ions Wheelchair Tonnes, Community Outreach and programs for Special Needs Peer'tritons, the firm wants everyone in the City of Mram,Beams to know a program eosin for them to enjoy the renals experience. YOUTH PROGRAMS (10 AND UNDER) The I a and-Undor Tennis programs use.the Quick Start Format tar rearm g tennis- This format introduces tennis to children based on age, physical s¢e,and ability. By M'iM wale=euPM modifying Inc cowl dimensions(3(7 or 50'in length coons),equipment(leans rackets P rabr.„nv I rooks-Yroi and balls)eel height,and sennet,system,coupled with a play component,rrvldren ^-^ develop better technics:and point playing wells Thegoal el all of our youth introductory programs is to develop—Atagtllty), D(balance) and C(cwmelation). MRTM Bruises on the young players enjoyment with martins Icr skill development, understanding basic strategy and raches,as well as Icarnmg the appropriate oolwork patterns in al'.areas of the rourt. 18 Page 772 of 1842 Ages 2 1/2-4.Mommy and Me(Adult/Child)Or. Court Arirvlry Inlaraolive adtill and child playtime mrradueiing the Lunda mentals or tends in a play-based emu nmmPnt. Mo1'Mr VSip els for e NCOtto '(wc !m: Progressive Sill building nando e coordinatranmevmart and rJ eoey; balance exerciser:through tun ad'vi les and games. Pm Jr B n vy46 f drtbn(ot;b'rt Ages 4-6.TFT-Tots ages 4 to 6 Players are i l oducnd to the fu ndanion els of Meg( vrinpn@rl tennis Through play-based ecbvlties and Nulls progressions. Use of red tans and 36 scums. Ages 6-10 •OS 8 and Under(ages 6-8)-Based on age and skill level. Progression from red ball play on 36'courts to orange ball play on 60'courts. •0510 and Under(ages 9 -Based on age and shill level.Orange ball play on 60'&mutts. • OSMO- 10 and under(ages 7-10)- "Olympic" level players ars progressing towards tournament participation. Orange ball play on 60'courts,Greer ball play on 78'cauls •CMGs-Tournament Prop(ages 7-101-For players who ore successfully competing in 81l and 101.1 tournaments. Green ball pay an 78'.tort. JUNIOR DEVELOPMENT PROGRAMS (AGES 10-18) Ages 10-12 9doryM • Beginner-RU) .1d1 h) Mayes are mbohiced to Md fundamentals of tennis Ald;Odtidid-,.do.firdo, through drills and play based aelwilios. /eamfnnna radar M1Y{aG', Bnwrsklwriomr, ane. •Advanced Ueginrryr-GREEN 12.07,. Players have limited on coral experience and are hosg4wtrwreq's still developing their basic tennis strokrs. •Low Intennedlale-BLUE(2.51- Oyer heed servos and games based drills area focal point at this level. • Intermnrlidte- BRONLE(3.0):Players who have developed en overall game.They ern starting to understand basic tactical and sirateAic approaches to math play. Ages 13-17 • Nigh School Beginner-RED(1.0 1 Al. Players are introduced to me fundamentals of tennis through drills and play based amities •-tigh School-Advanced Beginner -GREEN(2D)-Players continue to perfect the base tennis sinus. • 10 School-I.ow Intennedlale—BI I IF(2 5317)They are inlrnrtueed In the IenniS game Inflow and soaring and begin to devo op an dnderslantiing of the game. • 4rgh School Team Player -Intermetiale-Advanced(A5-4 0):Players have developed an overall game. [hey are starting to understand certain haste taclicai and strategic approacnes to malcli play. Page 773 of 1842 TOURNAMENT TRAINING PATHWAY (AGES 10-17) High Performance Coaching provides a elms!ahedsive "pathway" to excelloner for Sart0lGjuntarlhunkamenlplayers.Our p ngram inclIrks dress training, progressive leu nenerprhlp hY spiny.players development of physical,tactical, Ncheiral and menlol skills cornhunal with appropriate comperitive May which is vihcl in 1(e development of top players • Foundation Phase(5.5)and Refinement/Transitional Phase (4.0) - This progre n is exclasivcly for rumor competitors who oder aciieved high sectional rankings and have aualitied Irr nab r nal ranking.Current LISTA rank and age drvislon tma pNgnmlepnis Vee h)rir.eValerrla(C • will be factored in(3.5-4.0)- • <inn raWtruhonnrh • High Performance (4.5 and up) 4rw mom am is for V p-t hiked scclional crxi redtlenw AcadePr Hent^ national caliber players. Each apelican, most be apprise()by the inertias of fermis - (4 Sand up). ADULT AND SENIOR PROGRAMS (AGES 19+) USA Tennis 1-2-3 This program combines insseishon pod play Mile empcasi<mg the fun and social ospeds el ler els. • UTAti .t donrseeit pleeronnswfila/oil> • 1(9d l s an instructor at program for beginners and fw new players. (I 0.1 5) ' n Iranmm PhY.rcrn4 f't1C1 • • • Level 2 is for advdnred beginner,with limted rimerlet e, still working on gating the ball into play,can play points with servo. (2.0.2 xl • level 3 Is for players farntlrar wtth bass(.positions for singles and duublea, can play game`,wi(i serve. (2.5-3.01 e viPlhcpi,(nbyf11`•,";. [earns/04y Omagh • Level 4 is ler players Who nave predicated Level'5 with 3.0 N1 C ratingemneh rvliCJ.ha,are tombs}k fvlim ptpgrgni Cardia Tennis All Levels ' - Cardio for all levels of players. Cardin Tennis "Heart pumping, high energy'fitness activity that minibuses the tient features el the spurt of tennis writ]cardiovascular asercise for players with?.5-3.0 i ahng. Cardio Advanced Garth()Tennis is a fun group activity leak dolls la give prayers of all abilities an ultimate, high energy workout. This clans is for players wilh 35 toting. Boot Camp Cardlo 90 mintes,Advanced Cardin for players NIC rating 4.0&higher. • Doubles Drill &Play- Rating<3.0>a 3.5> <4.0> <4.5> We offer the serious tennis players a chance to combine Instruction and drills spooifcally designed for doubles.with actual match competttton. One hour of instruction and one pour of match play. (3A -4.5) PLAYDAV 20 Page 774 of 1842 '74 • c(rele • • . •••, : ' • - • roarevi, •1/4„ 'iLWF I is !silk 21 Page 775 of 1842 TURKEL, BRANDS AND MARKETING) MARKETING PLAN Because we are not simply a tennis management co nearly, bul ksteact a management AND marketing company,we have a different way of mcorporadng mnrreting into out activities Rather then layer marketing onto an existing Iniraslrmler'e,our marketing Dula-aphis part of our day today activities, especially in the online and social media arenas. For example. 24/7 webcants wit track the ai d&ty al the center, making it possible fot purents to watch their chddan's lessons and for residents to look and sec if Here's an mailable court kr Hem. instr.rotors will each nave web-enabled mobile dentes le let tennis fans know what Ihey re doing at all limes allowing them to both talk about the beautiful weather and condition on the courts ann to 6s-uss Tssues Dial they're thinking about bete kinntsIc-unique to new equipment diwussions, to stretching and fitness protocols. As you'll sec hi the scheduling and activities section we are plant ring en building a tennis crop am that has d Meront activities for difieiegl markets -childrenuempeti'ive young players. tounstsdisabled athletes,otter players,etc Ihanks to this unique set of offerings,we will hn marliehng ddferrent messages to different audiences.making sum that were alwdys Ialxing to our sootilie audiences in We language and vain Ite tenelas that appeal specifically to thorn_ Not coincidentally,Lits All About Then':ter hnique is the lust rule of Minrni Beach Tennis Management partner Bruce Turkel branding hook Burld'dg Rood Ualuc. By the way,yauvo already banofitted by!hest strategies, thanks to a 20 r year relationship ootwaoh IURKEL Bunds and the Greater Miami Ysilurs S Convention But emu, Miami has seen record growth in els tourism business. Thu Meant Horde just reported that 2012 was a record year with over 13 9 million tourists vi. Tina Mrarm ann Mon Beach. By party rhlg with us, Ho City of Miatni Bear n will have occas;In proven host of breecl market11 filnkmg and nnplemu itolinn oaaen Ilirel9ly ren the management of the C ly's lennts fan hies {ipJy • fr: • P a 22'.:zn Page 776 of 1842 TURKEL BRANDS OUR "Elevator Speech" OUR philosophy Building sustainable, profitable[rands is about We rave a different philosophy afoul how great brands establishing an emotional bond between consumers are created and communicated We call it Building and the company that serves Irenr. We make our Brand Velunw. We are s000nlin ked to iL in fact, that •• clients' products and services more valuable by mating we've even written a book about it.It's called, believe or this bond and building our clients' brand value, not, Building Bra fid Value. In it,we explain the seven points that ;nate a urand. OUR history TURKEL Brands is a lul6service, multicultural brand 1. ALL ABOUT THEM. management firm located in Miami, Florida. 2. HEARTS THEN MINDS. We opened our doors for business 01_ono of 1983, and have been in business for almost 3U years.We offer 3. MAKE IT SIMPLE. • creative, account management, brand shaggy, 4. MAKE IT QUICK. research, production, digital, media plariniag and S. MAKE IT YOURS. placement(both oldine and online), public relations 6. ALL FIVE SENSES. and below-the-line marketing services. 7. REPEAT, REPEAT, REPEAT. Tho agency is wholly owned by two partners, Bruce Turkel, CCO/Exoci it lye C'en five ()Vector Similar to the Classically trained ballerina who fives by and P.oderin S.Sobaps, Prosloc rt the motto -Techrdque Sets yen Free," our seven pointe provide stria-Tiro for cur work.Willi Them we can WE are known for... create more effective communications and deliver Qulle Supply, we are known for three things:unbridled better resells for you. Our seven points also sometimes creativity, measurable results and our unique Building challenge us to step outside ul our safety zones but Brand Value' protxul. URI lately deliver the results you're hiring us for. TIJRKEL Brands is very proud of the work we've done in our own backyard, which is also your backyard!We have • represented the Greater Miami Convention&Visitors Bureau for to pas; 20 years. In that thnc, the Bureau has consistently ranked in the top 25 travel destinations according to Smith Travel Research.We've also created the brards for VITAS and PorIMrami,the original brand for the Mianii Performing Arts Cen[er(before it became the Actnor ne Ansi Center), the Miami Science Museum.The Miami Foundation. Wan: Beacn SoundScape and eortMiaini. In addition, DOI stair is truly a microcosm of South rloride's diverse population. In fact,we Irave a wall sized map of the world where each employee places a pin on their hometown. Triers are pins representing countries ranging from Denmark to Peru to Panama. as well as a Couple of native Miamian;.Needless to say,we understand South Florida's ,mieue cultural ink(arid know how to craft messages that resonate with every segment of cur market. , ,;,.,a,,.,w,' radii '23 Page 777 of 1842 1 Page 778 of 1842 • 1311 Bruce Turkel CFO/d,scuhve CmGa ivc Director Vital drew Bruce Tiirkel,ono of advertising's most original and multi-faceted minds, to the ie lustry in Ike list place?Simple: 9 don't play harmonica all that well." Born and raised on Miami Beach(whir'was like being in Hipper), Bruce stud ed design at the University of Florida (whch Inas like being in Animal House)and began lulls advertising career in New York (which was like being in Brazil, he movie, net the emmiry). But preforring a Lan ha an ulcer, he returned to South Honda,where he sot ved time of several agencies helore starling the award-winning design and advertising firm TURKEL[lianas. Built on the belief that advertising should be well-cosigned,simple to comprehend and fun, the company curlInues to break new grew id with Innovative work honored by Communication Arts, the Art Directors' Club of New York, Clio and the One Show as well as other accolades too numerous to list here. Under Bruce's guidance,TIJRKF I Brands has created wildly effective campaigns for its clients,including the Greater Miami Convention &Visitor Bureau,Discovery Channel, Partnership fora Drug-Free America, HBO Latin America, Peabody Hotels. Kissi umtee Convention& Visitors Bureau,Canyon Ranch Living and Sol Melia Hotels&Resents. When he's net sealing advertising or design, he's sharing pis wisdom n places like CNN, MIT. NAMM, M RI, UM, NSA and the three books he's authored. Yet somenav Bruce always finds time for more- besides writing and illustrating books and articles on branding, practicing his harmonica in traffic.being a dad, a nusband and a mentor, Bruce is a professional speaker and h,andir g expert.He tours extensively spellbinding audiences with his simple, yet powerful brand budding techniques. 25 Page 779 of 1842 WELCH TENNIS AND MAINTENANCE FACILITY QUALITY CONTROL STANDARDS MBTM is committed to maintaining and improving for the City of Miami Beach both slate et theartfariPies. Below arc the toy areas of FOCUS for (ha team MgtM 1>wwww040 increase Ge4U T2Lnrn - Supplies and Equipment—the cornpeny will provide its own Inch battlement, fur int nsxls fortieth Erre heroen' maintenance as well as ice,water, cups and other supplies for patron use. - Cleanliness daily and routine maintenance will cover all buildings, courts, machinery and gi ounds. Cleanliness will tax:deliverec via our staffing strategy lined out below, as MBTM will su pplemeol CMB Iantonal sdrvices with its own Idallnrtdl learn. In addition Woos aindMoly. 42 litter and other debris will be collected during the I'litlal inspection of Ill aintenance ewe kpgajWiso/Iptw tar MUYM workers when they arrive for;noir stills. Area Gurvoy and inspection is part M several _ employees baskets of duties. Safety--w III be ensured avenge our 24-hour monitor Ind surveillance and security service. This system stores vie ea allowing playback and analysts of end-vidiial activittcs(pi iffainfeaurieffya-umr activities around a particular time when 0 suspect event occurs. This is being done to • Wei I lamps .inn and aMy au provide addniorat safety arid security. But,it alae ensures that ail revenue derived for reap ieaviro wsk<rs CMB Nom its facilities is accounted for, and That all oititens guests and particularly children, are sward secure, Daily Maintenance-seven maintenance personnel will staff both fat ilius,. Oro flea(I maintenance worker supervises both (arta tics with three malntenanre workers dlPachYllli cfld IUs fdrmho—. All Maintenarn,e Workers will ho certified and Bailed by Welch Tunis-Two full tune fklklV on vrprF,l or7lrts. (qday Y lab'C. court maintenance people well cover the week wile two covering Ito weekend and fleeting - m during the week. In addition a Head maintenance worker will oversee both sites spending roughly nail the time al each place. Site Staffing--ine following positions ere stiffed per PPP- Each facility will have /be patho-5plrma l-P ii nddlbot131 employees to ensure full nn-site coverage anti reserice in till keylreas. stir roe the/Inuit. Yp r rm do of Tennis Oh'eclor -administrative person overseeing development and mnplemen ert ,y ,rtibe nr pro µr hC ,n S i n ee Won of instructional tennis programs for all levels of age and ability.Oversees the rue Gatlue SeAsou Pin Shop roto t maintenance operations and the nixing and layoff process-Head Professional—a supervisory position that oversees ale implementation of instructional tennis programs lot all levels of age and ability. i-le also oversees the Pro Shop,cow-I maintenance operations and recornmends the nixing and firing of subordinate tennis personnel. Assistant Professionalprovidesinstructional tennis to all programs offered arid works In the Pro Shop as needed. Tenn s Aide assists with the instructional tennis programs offered and works in the tennis center Pro Shop as needed. Tennis Maintenance Worker performs standard maintenance provided, (court and facility)In maintain to safe and enloyable experience for all users. 26 Page 780 of 1842 ON-SITE FACILITY STAFFING AND SHIFT SCHEDULES FOR EACH FACILITY We have stalled to highest standards building in additic,nal hours to maintenance and office administrnlion teams In cover illness, inclement weather and othergevents. m� 7Ek G mR 11 g a g, • g � Rs w `za *- s 1 I tit N IN Et It AEI R AA 4e a . R ,li € 1 t b — 4 4 4 1 €� Q a � e.£ e ,A 1.11 n s mak^ 10 g Api 20 �3 rt 4 yy I lick p 4 Ir y� {g , dpi s irrl Sd 2 2 ^� t1 ci $ � g' 41 ^ - - v -PAi ,,a , - M tits, :n, Aa' 0 A1 .g n � 4 h � _ t4i SSRo " $ 9 § @ € sYt. k5 i.I ... 4Kk � k IwW•: 3 bb 5 o . uEve' e II , 6 s4a I4 ooan V13n hps gp 13 o o �, L:4 5 -5. a - 3333 p 15 gma f4 ' 333 fg� t €xa y Vyp p5 g §5 2p pp g 8 ya� I8 -yRu' 1 >. .,...o a g Z FSa00 it LSx 1' lf. t '.u`. 00sg S '1 >N % rf X,. „ .. ,_, 2 7 WELCH TENNIS MAINTENANCE QA/QC PLAN Thu goal of Miami Beach Tunas Menagonrent tt C, through a continuous quality improvement program(Q /QA Management Plan), is to improve the actual and perceived maiatenanco and playahillly of Ire tennis ccurts. One of the Lost eonipliments a refurbished Termer Complex can receive is to see increased play on Is new Courts aria more people enjoying the facility. Expertise in facility rnaillter m rice is a key component to a successft.l tennis operairon. MBTM has partnered with Welch Tel nils Courts, The largest clay court builder in the world, to oversee maintenance operations, (rain and really all maintenance workers and condncl yearly refurhrsh rnents George Todd President of Welch Tennis, is certified by the American Sports Builders of America (ASBA). Ne is the past chairman of Ilw ASBA And currently serves on The Board of Directors, Welch, "specialists in sub-irrigation systems', has more than twenty • years of experience in construction management, repair, and resurfacing of I lydroGrid and WydroCoc rt lennis coal; HomeOdin, Resident a'MBIM and current director at the Miami shores Ternis Complex at the Cocn(ry Club, Las vast experience in tennis court niaintenarec operation;. Considered to be one of the best May court facilities in the area. maintenance workers at the Snores enlist countless hours in dailymanihiy and yearly newt maintenance, resurfacing dud toff hrshmcnts. Quality performance and performance thresholds can be measured by increasaud player semblactron(to be acludea in QC monthly plan),At Miami Sno•cs dally and evening play, nenibrtrship,and league play has increased by twenty percent Numerous charitable events, tom mermen's and fundraisers are he!d al the complex because of the properly maintained courts. It is with this success mal MBTM hopes to continue Its hand tin approach by nannerrog with Worth Teams Cnurle Ir provide qri lly mamienanre al Ire Miami Beach facilities. Highlights of our maintenance program IT clude fully maffed facilities wch excessive dela) to employee supervision, training and certification. Our program includes daily checklists, daily ma'menaucc guides(or I-lydroGrids and Hydr°Courts and planned qur(ei ly and yearly resurfacing and refurhishmont. Lastly, our Facilihr sollware(Act'vcNeO imprcvos remitter tmce and scheduling by promdmg useful rltiliealion reports. To achieve World Class Status at our tennis facilities, MBTM is committed to meeting and exceeding all mainlena nme standards. The center Itself will be nn asset to the comrnunity by increasing and enhancing conimunily involvement 4 ' `-df h lfer, -IT; RTT-dry idt t S: e 4 .Cry (4 • eo Te 28 Page 782 of 1842 Daily Maintenance QA/QC Checklist • c^ e Welch Tennis Courts, Inc. " World's Largest Builder of Fast Dry Courts • • Conslrucion - Resurfacing- - Lighting Accessar4rn USIA • USPTA AS1'A • T1A csgtt Qwpiicv.Che_d l ., Entrance clean and swept __ Gate opens easily and does not drag on court surface Court is broomed or rakes Linos are brushed _ Net is in good repair _ Net is properly adjusted _ Net head band is Mean Cont curfhee has uniform moisture(no dry spots,puddles,or we(spots) __, Wind screens are secured properly to fence _. Fencing is in good repair _ Lines In good repair _ Course material nn surface of the court Perimeter curb clean _ No algae,weeds,trash or debris on court Other P.O.Box 7770 • 4501 O4 U.S.Hwy.41 • Sun City,FL33586 • Phone (813)0414787 • Fax(B13)641-7795 lbl Foo 1 (B00)282-4410 • EmaIl:cuetevc(gwelchtennlo oom • www.welohlennis.con 29 Page 783 of 1842 WELCH CLAY COURT MAINTENANCE GUIDE • Ills an tont oft,Wekh Tenet Cain%Clay Conn Matiiieroutco midi - • NYDROGRIbceSUE-IRRIGATED SYSTEM GENERAL COURT MAINTENANCE Maintaining a fast drying tennis court built with the ttydroGdd sub-surface Irrigation system Is an Important part of enjoying your tennis court for many years, The follow- ing procedures are guidelines for maintaining the court,although there may be varia- tions due to differences In climate,weather, physical Mcallen,and the amount of play on the court. 1. The court should be brushed et the end of play each day using a Court Peke or al- ternate rake made lac this purpose and a Drag Brush/Broom,with SI Indentations and scuff marks smoothed out This should be done as required to smooth the surface. Even If no play t�lee plate on the court,the perimeter of the court sur- face,Immediately adjacert to the Curb,should be brushed daily to Inhibit algae growth. 1. The playing lines should he brushed clean before play and as required during play. 3. fie court should be rolled If it becomes soft or If the playing Ilnes become loose. It Is not necessary to roll the court on a regular basis and,given frequent play on the court,rolling will probably be requited only a rare occasions. 4. The court should be observed periodically following rain to sea If any areas (birdbaths)drain MON slowly than the rest of the court. Any such areas(which typically occur just behind the baselines)should be checked with a straight edge or string line to determine If a low spot has formed. If the area Is determined to be low,men it should be patched by scarifying the area,plating new material,leveling with a straight edge,hand watering and compacting. 5. At least once a month,the net should be removed and the court drag brushed sev- eral times Ina lengthwise pattern. If any excess material which has collected In the net One remains following this brushing,It should be scraped level with the ad- recent area and removed. 6. The HydroCrtd system Is Installed with the optimum duration of system activation and water lavvL This alines the steno base to be saturated during watering co that an adequate amount of moisture Is available to the court surface during the following day. However,should the moisture of the court,either In areas or over the entire court, become unacceptable,then observe the following procedures: a. If dry areas appear In the whole Court or in large areas of the court when the main water supply has not been Interrupted,checkthe controller (timer)for proper functioning. If the controller Is operating properly, then check the dear view filter located next to the water valves outside the court. If the dement is dirty or obstructed,tum off the water supply at the manual ball valve,remove the filter element,clean and rednstall (hand lighten only). The filter should be checked at least once every week even If the court shows no evidence of reduced water now, I WWII TENNfSatlitti;INC. 30 ... Page 784 of 1842 I. 6. a. (Contd) If the controller and neer we operating properly,then additional Unto should be added to the watering cycle,. It Is recommended that such adjustments be macro In small Increments of five Minutes. Atter at least two days on the adjusted cycle with no rein,then a further adjust ment may be made If required. Typically,Insufficient time for the water Cycle or otherwise reduced water now will result In dry areas at the opposite and of the zones from the canisters, If a relatively large area Is dry,It may be necessary,In conjunction with Increasing the daily watering time,to re- charge the base by applying additional cycles using the manual start feature. b. If one area of the court becomes der,again cheek the hear for blockage. Then check the float valve canister(of which there are six)located at the court Perimeter which controls the area where dryness appears, Do this while the System is activated to confirm that the float Is operating properly. There should Ste water flow similar to the other canisters. If water flow appears reduced, The float may be clogged or sticking. Operate rhe float manualy several times To test for stkking, If moving freely,remove the h a stem and bete,check the Intake In the bast for obstructions. dean or replete as requIred, When Replacing a float, be sure to set the water shut off level for approximately One-half Inch(t/Y')above the top of the outflow pipe. c. If the court Is too wet,the watering cycle may be reduced In the same manner, d, If a problem perslsts,contact our office for analyses and assistance. Please fiavo meter readings available for several watering cycles. 7, For tha cornet of algan,bacteria and rung)on clay Hydrocrid courts,apply Algaealaeter per label Instructions. I'EtCA rfiNNIS COMM,rove. ,. ,�,.,n .�,..,,,,,, .31 Page 785 of 1842 WELCH TENNIS MAINTENANCE CONTRACT WITH MBTM *( tt Welch Tennis Courts,Inc, ; femtil Larocaui&tct era31 1Zry [OR"atif%Ort kw+rnleiigg Lp9ltiea. , ..knpuer.. It-ONTO COURT MAW:Maga JMRISU NWG;GV$1tiSAGllTr 4sP.f., nn AMR REMIRRISRM1fENII'KUKISAI. W elcb'1'eeeb.G'eait,tat.nntl Offset Reach.Ttnnlf?titmice/to*toa Ow Welch /tank willprovide mNmtmaee. hu4tleilylanboal refiebiahaent Pf the HydN.OtiU nod HydrcCavrl tailttis Mort&uklnminge Omitted.KonF Shore Ptak' in Miami nosh.Ciaridn,m uslsf previtlitto Ihnpuality Amine nd t)mdly -CammrnemeRmy to meet lbetii3ot oIJ tha3_ I. 7N(piny-TIM/Quarterly laid cv tnlplevldevethbo o97NdF deimnnis eat nisio nem4*et kt iii Cn"wlt'y laid%Montle bolteleimtie the MOWokvnfiyvrIy v md.WelraCoxt tank rdu Mining and'ravin`,xeslens MO W held 6wmlRaU N welawmeiaday Ialeuwtel mil Candy my now petsrrnn& Z. S7afaidh: SI.ieu67aanenl t. Welch win retitle oleic'',(*flow orpownett knteutt et:Memonae mal then prmh*Nne4IM wining nn'nemxrq. Al thin flint:nHewmalnletmaee 'ioatitaw end theelRsu and'madlfyfrnefddd.ih'eetdeatepertnmminehowm: li faith QUIRT Veldt;et a pail OF fr bwfllghtwMl mvluw Ido&Iolakn of the tonal.mlaipirmtt.taueriet mite,dnraepmlhmenies emoted In the mitten/owe or.xadnn.and moult MO int tnt:meet -3. Avenel Rs,(pt igatigl-Sl.71i11erWWII inwolittn tlefltded/ OfolAl Mil NOuldeaomtiitiafiarar. ON iiialt Sly Winktoivli wlieliwill iseludepmemMA,tool Ridden aAm4LturieL tttemMne emu lbw tworitilWmmhurii w iaecfthi In.niith swami Hill p0)110pntaln the meat mtuilthmtet paeetom a DLO offilth'twinning MonffiawmdmiuhLR. R• ettail'lOROhfORROtFOUNAORld LJ l4a':9.Y.Cii%-S)AW/pmmvrt Model CompldesterlAERketeldmsrdLwwwn uMeea:at/licher ethic*ill it of Markt WA Mtge gtMcd owiptuentryind htmettetiettefitestr i toPw.. • 00.Rmr7/0 , d'aoI OSIUS:Nevi al t Suet *FL 8eStiti . FiSeee(6101 S4141137 ,. Pee-(91JI 641.11 'O6Frao l MOO 29Pe16 , Omit cuehetORtecneortwoam -. emetot lclthinua.ann 32. Page 786 of 1842 Welch Tennis Courts) Inc. WrrWC tamest Rartder ofPaiW Pig Courts Cvastrgvnan - f8mvfdc1QA-. - Lf4Iriiny Mencw»kr VITA PP Pro .. AMP • 124 Pon 2 March '2013 S 3tvJ OTP.Ekti-$65,00Nhaurinctudlnd'imvel liS ,. kaatautol C s l`dctg will b,wki6pttoil1B? d-otedAiinglo a6riuni CPI. This Ainkkiit.is iuHll kokon Fi9BoU.Bengh'remit M6ndggaamen tieing mmrclaa.the MRIIVIIISMandOperati9KBetykes fat Plumingo Pork and&PhShoxe Puck With 111u Wo1Nitends Co ,f 'l MiutfiT 6"feM" "' 11 8Yi by demur µ U 9e - In. .(dent r P.O.Em 7770 •. 4$O1'04 ILS.HWv.di • 91UP City PL MEN • Phanh mot Sa1:7rg7 PLR 1810 8$1.696 Worm•OM 2 ` 4416 • EIn611;cu918aPEEWelchkoN8.Cnin ' w1NX0.21thignr Ata'b ..,n.,. ,w,.., 33 Page 787 of 1842 ai� "t"; 9 txw � fj 1 k • M1 a 7 sa>`5kz � � 5* � .�' w er s x . is ' nr.• r ,'•. '•• 't a k•`�S %'.41,417;4,7.` Yt, >d" +'fi^ x`1 n ` to ,W1 Sys s G- Y'.'b.ti't t"1 'Y ; x ✓, {fCSS• 1 dant a '''","-"j",'-',' a. ,s ' ` ` I ` rf rd yk 4 '� x �• f Yx e / ;i^ t �l A ASi "C \./+ a � l l Y'. "; tx - r aa, ha Z ‘� Yw,� .ryf• 3• t,: Pl ti'AlS ac'4 aa' ( M1 F ,• -� >r ` '+ a; >' xd-47a 'c ? w A krl3j• Vd R'`s : • • -ct ` aYi•-,,,-,",-;t."-- 11, ..t ' ti ' S � t e.A.sy y " , rt sr tipb> Fti 'CO' + eId,r41 ' \ 1A : ' ' r? t.1 r 'I4i� . rr .' . * k � ^s t 4,0• ," ySt� ,-„1.,.,:‘,././-7, a "X1: - A +2° za� "` T.-,k ,, "1F` ri{. i " gaiik-493 -V fid t . � F46 St�tSta j Y-1" $t4 � g ati . ., ry4 •' ' k,"4r gf,z a S o Y li �.ir � ':• � N� • y3 ,v `S' ip` Of( } ff 3kila xSt o cat /‘:w e ".^ .kt + Z ^ fi r '.,a' ' "In..' yde �'.. `t-0. ''" ''3 S�' '", 4 fM 'a— .tee Re„�t'}` '" d'ri"r.,. r ° a! ±"t 34! ,.,, "1't" N.,I Page 788 of 1842 HP, INSURANCE CITY OF MIAMI BEACH COMPLIANCE Prescreening Process A?VI sl3fl(oE f a r. [he prescreening and hiring process is one In which Miami Beach Tennis Management Wa(eiin the LLC takes seriously for the well being of the Lily,its patrons ria workers and Sclf. the Apller«ce5_ process Of bin ng an employee begins with upper management meeting personally wdh all candidates with acro biases or discrimination towards sex orientation,gender, race, color, religion,creed-national engin,ancestry height, age, domestic partner stal.us, mental stat is,disability,Al DSMIV status or weight. MMPTM los 0 their50,110 ou ofo,.seI`resrecnog.. During that meeting win the candidate discussions wi,I he had thoroughly understanding anti r 'n vlervy o£s• ,a that person's experiences and expectations. In turn the manager wilt dictate the requirements and expectations of the position. It is the intent on of Miami Bear h Tel Management LLC to continue utilizing vendor sery :es used currently within Pe relationship of Miami Beach Tennis Management LLC and Prolesstore'Course MR TM 1.car idea lu,lrlm gas Truly y 10100 Manatomen1 Inc. at Miami Shores Counhy Club. This partnership has been effective in Beae1,r c enli ensuring qualified staffing thus enhancing civic mindedness. es po%Ji)'c.,' Pre-employment requirements will include, but not be limited to. • Resume refr_rerice chases • Drng screening using total Compliance Network(TCM established in 1992 with a M9 rM rs in API u galdreC V. .CV3 full tune, en-start.in-house certified Medical Review Officers (Seth Howard Peinoy, D.O. prt(mrntt.„ since 1999 and Lori Feather, D.O.since 2006)and MRO support - • Venhcaton of Work Authorzafion in the United States using tl'io E Verify service prorided by the Department of I lomoland Security U.S. Cilin:uship and Immigration Service. Hundreds of millions of records compiled within tho Social See 'lily MgT l fll)i r a,e` foevirlooRiq exi001ng Ad,ninistralion(SSA)and US Department of Homeland Security records are = llm>f rua!'xx¢o mel coin pared to the employee's 1-9 For to determine eligibility. By ensuring wet - .. eligibility, Miami [roach Ter nk Management LLC and the City of Miami Beach are complying with federal regulations • Background screening will be conducted using the nationally firm HceNight, Inc. too rhe o'rx; Wi ere. AktordrolVxl l n IM Background screening which will be obtained will include criminal records check ell Gm kfn. (including pedophile), public court records check,and driving row nus check •wield'neons Information will he obtained from private and public record sources i'i conjunction •all with the Fair Credit Reporting Act which shall be provided to each candidate iu rerohrr NA" 'n pun, k Insurance Miami Beach Tennis Management LLC will upon acceptance Of proposal utilize are experience of Wallace Welcn&Willingham Inc.a full service independent insurance agency Wallace Welch&Willingham is one of the largest privately owned insurance agencies in the United States. Founded in 1925 this agency has a rich history of providing quality service and commitment to its clients and community, Miami Beach Ter inns Management LLC will obtain and maintain for the life of the contract, insurance covering Commercial General Liability, EPLI,autonwohile r'uerage and worker's compensation 'A—G.... . . ....... . '35 Page 789 of 1842 Wallace Welch&Willingham will assts on a regular basis the needs of Miami Beach - Tennis Management t LCal levels such as but not lin ailed to:contract review,policy Mehl wool maim an contrac(aryIpF pvaraa renewal,worker's compensation claims analysis, handbook writing analysis and c m'cars arm athnr assistance,extensive bun on resuur;,e library with forms and procedures,and seminars %+xamaCnweadlty and training workshops, nunrep ro),SIM It is also the intention of Mlaml Beach fermis Mariagerient LI.0 to require contractors to provide a Certificate of Insurance citing Miami Beach tennis Management LIC and the - - - — — City nl Miami Beach as additionally insured cover,ng their stat in the,amour of one "e1 ,jri;plxegatid `. million dobars. - ctawr Hess Intl ap si ace tam do t} In the Appendices, please find a letter of commitment from Wallace Welch&Willingham <at ama;aufa miry or.atlining its imensions to provide coverage hal meets or exceeds the City of Miami rnrr rriiT,wpeaGucb Mr.xart: 3eacn's incur-duce rating conditions. Appearance and Cleanliness Managementriasever' inteniten of meeting or exceeding Inc City of Miami 3eacn'n MAIM is sonniiftp la .colic,'-59nq " standards in rely lion to eleanlnese in all areas of tile properly. Upper Management Will ram.:0'aria,ar.antl train all levels of stall to be aware and diligent;constantly maintaining an atmosphere ! Budcr4t'We 1/4...,1114,,a emoting customer sarisfachon aridpUf 'nw return patronage. clay m050 to lnr pr Upper management will review the appearance al each employee on a daily basis mc,r ?del nam/ at'a e ensuring the high level of professionalism is Not or°xcaadlnP,. Fmploynps will he in ,anyAe(rneAcuq clean,wrinkle.tree, non-d isnoloreel ri nilorms promoting professio ralism and enhanced euStonlerservo°. OSHA Compliance/Safety MerM'nc4riar ds _ a Irer rep rl ng rs Hal to 1. Miami Beach loners Management LI.0 understands the rmpurtcnce o'providing a safe ` mn-lays ndn nnh d9 ' environment and attaining compliance,by ravtewing,on a regular basis,cui rent yIIIpretpeace M3rM r ace- lvii guidelines as issued by OSFIA. Developing and launching comprehensive training • u rhe .wvfmama; programs and dtslrihr ging information to employees is a priority of management. St hreirt.. Miami Beach Tennis Management l l_C intends to protect itself and the City of Miami Meanly cg rd 4. filar 2ntly An.47$.5 Beach by 0S4iblishiag safely gugeltnes for employees, guests and contractors. Using •Amrtmrli foot the services of Wallace Welch &Willingham, Miami Beach Tennis Management LLC ., imends ro launch a workers compensation package which will include reg.ilar en-site reviews of promises for sing on potential hazards, including and exceeding OSHA standards. Upon recognition OF such gofer tial hazards a clear concise method of repair will be established and executed within a reasonably Lime frame. Monthly Reporting Miami Beach Tennis Management LLC agrees to provide to the City of Miami Beach, no later than inc 10th day of each month,a clear,comprehensive month-end reporting will include Financial Statements reflecting gross revenue in detail as a result of transactions for all goods and services provided at the tennis complex, In addition to monlhly gross revenue reporting Miami Beach Tennis Management LLC will submit to the City an analysis detailing quantity of play under various categories such as, hut Ignited to;AfterSetraol programs, summer camps, league playtournament patticipation,day or evening play arid clinic participation. Such reporting wilt include historical data for analysis. Incorporated within the monthly reporting submission will be a work plan to address Quality Improves lent goals AS outlined in the QGQA rnanagemeul plan. 36 Page 790 of 1842 On a yearly basis Management will provide to the City of Miami Beach a detailed annual • mpoit with an established work plan and goals for the upcoming calendar year.The Proe wrc,w car priority of Miami Beach Tennis Management LLC is to bring resurgence to the Miami Iu1yCM viii Markt ate Beach Tennis Centers.The overall growth and development of Rae tennis program within gv.derile5 on cOe HMIS Fcicirori,MVO. elc)11 thc community is a top priority.utilizing and maintainrig the Centers Ina manner which a witimnbovotevembyg promotes the USIA white enhancing services the Gly of Miami Peach provides for its keys movate evynktonkgetenee residence and guests_ • titre!betas Environmental Compliance • Miens Reach Tennis Management LLC considers participation in Miami Deno Co,inly's • merkits co gadwNef mandatory recycling program a galifying endeavor Management will comply with rv�cl ealarPl sola; J recycling laws by lea sing on items with a higher potential environmental return based on sonnet . Irsage for a tennis complex,such as plastics, paper, water and clectric. II is ma nagementS 4, ilio ,t mom ciri eaarnc nlacs,... Iitcrlion to hilly educate employees on their respon=_ibi'itie-,as conscientious individualstontraess,_nrep'ns'Tot as well as the initiativeuidetiees to he established b gement. 6o Ilny,mu g Y management. laarli!reefir,: 11 is the intention of Miami Beach Tennis Management LC to focus on multiple areas encompassing the Green Initiative.For Instance, placement of recycling trash containers in the shape of bottles throughout rho complex in high visibil ty battens, - - will encourage attendees to Dear though)and participate in therecycling program. In l vamp 1111.10 n er wP' add eon Management will take into consideration energy efficiency when purchasing/ -- -- ` leasing copiers. cornputer monitors. CPU's and light bulbs. The use of a multifaceted copier/scanner will allow managernerit to reduce paper usage by storing copies into memory as well as reducing loner usage and consequent pug np,waste. Areas such as paper recycling and thermostat lockbox's will be Introduced to eliminate caress usage arc! waste. It is also the lull intent of management to thoroughly analyze FPL invoices for potential underground leaks then preceding with haste an investigation addressing problems. Miami Beech Tennis Management LLC looks forward to diligently working witn the City of Miernr Beach as a fully committed partner. Financial Reporting/Membership/Active Network Miami Beach Tunis Management LIC nos completed extensive research into operations software Active Network, Inc. (Active).Active is a leading provider of software technology who has partnered via a multi-year deal with the United States Tennis Association (LISTA)as a cornerstone of the USTAN goal to expand the game of tennis. 11 is the desire ci Miami Beach Tennis Management LLC to use Active's multi-tier program, in conjunction with the City of Miami Beach Recreation Computer Seftwa-e to exceed former levels of scheduling,revenue reporting, marketing promotion, euslcmer databases,website access, and mute. As part of Miami Beach Tennis Management LLC's thorough research in acquiring this product,we have ascertained Mal Active is in full Level 1 PCI compliance. Active's modulus allow MBTM to report to Itre City of Miami Beach on a monthly basis, in a consistent timely manner, full month-end report detailing the following: • 1'reparabon of monthly and annual financial stetements. • Court usage per court broken down into number of •Gross revenues by payment type such as multiple customers, peak hours, type of play(lesson, public play. membership types, public play. lesson paoaages, after member play,oto) school program fees,tournament revenue, gift cards,etc. • Repertiiig will include Irl ormahonat pieces such • Merchandise sales of balls, racquets,visors,clothing, as Member play, public play, team and tournament grip repair restringing and afore_ play.clinic participation. lesson play and demngraph'e/age information. •Concession sales broken demo by fond or beverage iterrs. • Histcrft:l comparison reports • Expenses detailed by casl center and doper intent. Receipts may be provided upon request. ,),NII.1), • 37 Page 791 of 1842 FINANCIALS, STAFFING AND BUDGETS PROFORMA FINANCIAL PROJECTIONS Revenue Streams/Business Model gew,o. ... rwn m,,. The lirm deiwes value from three maid revenue streams. WedgniMaE t lna CVet%nn rc/atrN 1. Tennis Related—Includes clinics and private insirvcbon,along with camps,spevialty Finn.:„9d/leverage. events. tournament revenue, hospitality packages,and rnernbersrip fens. 9 pry,top 2. Food and Beverage—includes sales frons snack oar lac llty Oil site. 3. Pro Shop—m:iudes apparel and equipment sales,stringing services Proforma Income Statements '�`, ��,, IBL VENIN.S 1K AM.S On tlmusund11 I'Iy$* A' 5 x ,;;t47,2.1 cmrent.Strewn Tela,.%Ser vices 005 91.075 $1,145 $14422 31,599 Pad and bvvaa t $47 SG/ 990 6110 .$120 Nnv Additional MIMI Slrenmi. 7tnr;r Campr.o'peca4y,and tengrc E30I 6405 3445 $495 $546 iian„s Acm2e0 $180 916 3250 $311 $313 1'ro Shop 167 592 SIG $1.17 3140 llnspr/nlrty PciAugio $I00 $150 5225 3338 $506 KI!,ENtl[ $1,541 $2,005 $2,392 $2,8 I3 $3,264 Nil.\MI Rb:tell 11154 EN IF'.911'IIE 03Ni 658) ISYN) 1594) (91311 COSI'Of(2X)DS SOI.I) S1$$ aor, $992 me S .182 in $1,420 inn $1501 In., GROSS MARGIN $721 is , $911 oro SI 0779 u•. $1,237 44.. $1494 is.. OrURATINGI.X119NSlls 5596 INS 470e )3+: $771 o+i $950 J'a $1,133 ler, OPERATING INCOME $129 xu $204 /mi., .$308 /n $287 mn $36) ins ELITDA SSW Ii5210 nus $317 //n $3 IS /i; 9405 ,)11 v t:i '‘1411W::1).111j/1-9 611$>.Ilir COI( 5 4rTh -, n l .s7a9. r Sx,p9 ' 7 VP 1 UGH ='. ' 4�4 i YICAII'DA • �$ I•�1 4 $ 6 38 7e,..r,,.. ,.„,nr,.,, ' Page 792 of 1842 Proforma Cash Flow Statement • 1. ..'13P [ .PY2 [__ €va ] C -r3Y_6 G,,R. 5. tms laory Ii mn Ovum tilIg Mt Vino, Nu:luocou 131,021 209,594 320.678 315.410 107512 IlepMuollou an6 Anu ,nn lin 6635 21463 37.&5. 55.215 3.325 Erae lmmun l0. AccoimIs llewrnblu 00 0ny C41ko11w11 1,4971) 723,2181 3^960 (173101 (I S60.l) • Nepali llspenen - . I)o puf llf _ - 111nmu(1)ecrtnee)in Aarnutl I'iyalk&AM!IA 611mlvtn 73,1,621 7F77 5,1377 21,265 34,64 NeiC'd],Prowlc3 byOpmul¢X Aciivi'iw 203.310 ym 215,808 355,6380 374,340 49/685 Chaff Hmve Vow]4989 mE Aa,v,liae e Anohnse a Itina.4 ::, (11)474) (10103 (I 6,290) (15,364) 118.3611 • GmJ,.111 No CIA 11ee61y hm41N Ad:ffin11 2, 10) 710. 011 y (16560) (I4364 (I3.160� l'556 Vlay.s(mm l:inennnt:Aclh.inn sn,at Pnratl, Lino oferrJ9 _ - C,n,nn -• Jamison - S ,c0orilknhuuw, iuva0 . Ne,c,511 t112.1y rinnniny Aotk Doe • __- _._ Net lnanma in Cath Iga11, 144_699 330 Iw 356/,24 .29127 tn9s Oalfl noun,of pH.] 31%000 1.10410 40)37 779,5 i3 -_IJ 15303 Cesh.l<vlu:Paint! 22 440 410.137 779}72 1,135593 2,61,5,029 Proforma Balance Sheet A.C9RT.8 E= 1 ,Pf. ] I n1 .::l ,mrt.. RYS_ CurM,n Atha end, 82.500 159,504 13.2,500 225]50 225,000 Accenali Recctivabin 67,768 911986 107,730 125,259 1-05,663 ST L,vn1153013a 117,475 251.627 287498 235,691 21K,610 Hepnid 4.x1100675 Total Cunwit Awln64TL11- ' MOW ly.P1 wtl n,A litoipnln0 12.870 22.070 45270 63.610 81.990 I.m. IJcproaiiim, I2.870 29,070 ,____, 45170 _63.6730 _81,990 Nei Fixed AaM15 final OlI,ar Assets -- TOTAL MSfl1S �-Tatar -v 482 113 MIA. 5 59952 647,132 Noes I%S133 Aaaounla Punkin and AcmrcJ llsl+ 1334621 1.11,498 162.763 197,436 223,166 °v111 Curd R.µ745.5 I'np710,naN 6 nhilil en 133,621 111,198 162763 197.456 228,164 Total Lt,ig-Iefm t.abil itien __ TOTAI,LIAe LIT'7G8 113,621 1.11;108 162,110 191,458 228,748 Sio kboI,I re Equity Common Slott 100 • Retained F nnpn.LLdginniug - 131.021 340,615 36J.985 338,407 SLarokklat Datil:MINI Cmrunt YNr Enmings ❑1,021 209,594 24,370 23,512 _ 30,170 ' Toni Skc46i1Jeld Equity 1)1.121 110,615 964,986 3333,497 418,0522 o in.I3nR11.A'i)'8AND 1077475 - '64141 �1K?l 11 _._ 51711 _ 285,953 611,33_ 39 Page 793 of 1842 , • • • , . • • . • • • It ,riip:4(f** • 40 Page 794 of 1842 FINANCIAL MODEL ASSUMPTIONS nan Took Con, iV X37 7 ] � my'onlx.n WI%Xs S: n Sim) 0S': ® IMMETN .,] 'tl IIC Ik IiumnlxMBps lammnl gmnni rave 'WW1 AO ?•�U&?r3'.Vigrt%3Axlf?X3.Wfx'WFv-0,4 nil ,. IIs.L'u "utitifinIW"I rkr &42•f Lanai. '. $p0 �.17X1ir`tet.i➢x46.161 Rein F nfidgie. won Renck nl MonAmrAlry w2m2nl ym2nF mlul •'Y1i` Ado ` 61n'. rte. u�'3, Y Hfc.frF' ,tgY r {Yr.1 Ean19.1aB9Ar A„..... msdt 6 A*2 IIIM48:4/ 44C:.. JOS nmcgsNand adios M.2w.2.1lw lmotm growth uwl 'fOw.-. rxages Sue V00. . 7cry 4a .`.'nY :Lt.,.'il?nl1 CI I , 1 R Q M1u1arIFin !%9H6 r „;,r.- LOA), s rt wamw I X t3.1 hourly a."eu � 3 1 I I k Y/Q Iurly f '}e it' 19 gr5 I L I e ).'15 my UL@k TIWI x)32 '. v 1 I on., I X of !lowly too I &glINIEC ' ri 2 tsr. 3.50% IM% n.owc 7.25% Con Yxs(Rniku21) 1 :Y 6 v' 10 11 ccs(Non RaNpn1 "''' ,_, S'?Q� 3 lantigaralitan n , nwxda Pc0mktorP 01 .. 'SI mr `d7%''�L�`k'�13r" "`74515 27.4 •r' C ofUmJk Soldpnrcen yr nr.lu _� .c-9a $� ... T. OSSIIIIIIISSIMMISIMil AllocuisenNfrine paccillow f _ pfs9 m'-i)+iRt: A"A1D J;ii4t ).i{ C of aoodssold prom gH n.ule. �. . _ A o!$ 3311 n 1.22.M. 0.'eokly kale fowl Wks kH '.II 12 AM. 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'MIF.§aYF3'Terriiisiti 2 Cur Wink.Rale c 1 NI sld.ln.omn> tir.orrl n21 f n • .1CPgSyiittyyitl } tfC.M44% f ,I P w(m.iii% 100% rwo l ars - .. i•---..A. if t.� tvig.i,P Sl 4.olw lwgomrgnl wnyc nRolm 9 S1•P161 ''a-L SalINOMItalleal I and fe 'moldy irtk ha.cling vasa c,ling++ _ If' "d9rA I Lvhilology milC ; oabo.ls monlb p+ -0bym. ln FR r i IHIvs mudI w. intitill4ly Fa a.playee... . 161 Mai ming and Combing montlli y RiiiismIly. . t SK.i Avaof s4yl stunk, - - ..1 d. m1Rn-m pommN'ofplan, _ _ _ . . pf 4¢valk1 Alumni rsryloWe Ho" MIRIMIRWIllal ctyomrmroun Pa;rm,r nulla i mm IcflT1a+[:rlcSSk11 dfi 1 T ry xuwwoam,to Coy.annual 3%f 0',' .EY"!J I{ t➢ I ilii 1 agit ' I I i,101 Re.ValteMIN Lwnor Roue to lily 4%m."Hic3U 1 J'}7IM 111591lC;li [AlM r 1 13 Romnu shwa laklor Bonn to Cly 5%maw.ia ?EMI 647"49&..eiSll As._LS ...Sda31 .x1:!:r1 ITute®OI(MO - or wawa oana'rnr PMH. -.-_.. .. _. . _ 5. 52t`I 0.yranlloI Sdtoeliilu Aalv,Nol:frannulon PiCcammq;fon Awroµ a4 ;` I NIS frixo.usid IncinoQen penviina altm Ham 1L' b?QvL.1 Page 795 of 1842 STAFFING PLAN—FISCAL YEAR 1 J GI.1 JGR.'Y I 1. 91111 ,,x_, Rxxx1in a” 1111 II ' aaaG Aaaadd Y '� III I ..Sa arra A.'�..la ».l W) Aws orn 8x tj „ II 11111111 F� d !A:APV II I I I III hxdaJ.,uaa »As.t4 ISI IIII III �A9:, :taa 3 7A:� LU 111 II I IIII SA . :;. a3 A:R&xAaJa ! 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'51 MONTHLY DETAILED P&L/BUDGET-FISCAL YEAR 3 m' mR . 4:� r - a agar aA � c, s fjaaa � "a? wA Mi d^ � Is « k p� R 't: X� 6 8 ! ^ :� a1z .,, a -r Peuxa � d „zI•P94GA" ki _ ya ' .PF, .I_ eg i E Jf' A dti7 F.. iq 'r 9a / '"; a 4. = y,j ii f� 7z e�� s �, � F 'zex�� a .6. ?Og =n. R. sep 2 nflI . yea - m47 u '2 " Aa � � t� CG C.An s- !a we e ."n Rig n "I r .r _ - n _ al - , R N -d d A ,. "h J— as i,F . rMMa"P§e ,a�., . ..sls r ,Bse ,a !a R d b 9 "_ en;� `s ti � ut � Y.��., , ?,,,,f, „'' §1g�'� � n�.gif a a„ b y�gg n R MONTHLY DETAILED SUPPORTING SCHEDULS «9«Ra < / \e99\ 11 - ( /2/{\ ( /t\2\/ - 2- CO / \2?/\ e\ 929-IA i ",, ; 2y ° _ g/ \ / 9%9 \ - 23\ / /«2>. 999%2\ \ - g }t 9Q, . 0., ) - 2 §\ . ,,: Qb/\ §\ \ 0g!\ / \ - 5 / \ , ..925% 7N \F. 4H / 92925\ lO k {\ . f 2 / { 2929\ \ - 9 >I !f:'a { 2922/ / ^ J ' \ \ /666( 9992// 1., ,, / /%J9/ , 2 \ \666( , , Sc . { • ; ` �\ \ IH \ g ! : \ \ ' q 14.1 . 4© )\\/ { \\ �\j/ \ \/\ 1\}\ # j§ .\ $ \\2�, -mom 53 MP ESUMES AND CV ., 54 ' 9, , .m . ,,c " . Page 808 of 1842 1 . .. . ...\__ _ a . _i.,,,_ _ . ,. itv.h..___ ..,-_\::.\\„ .:... 1/41 w:t _.\\ \ .\ \,. . _..s . i „ \ " . ,,,. \\‘ ,,. .._ ....__.. ., Itil . . . . t. . s \\: . . Ilk i er i , .4:e 4, ..0 vv r. 55 Page 809 of 1842 PRESIDENT AND EXECUTIVE DIRECTOR • Howie Orlin I 1079 NE 96th Street, Miami Shores, 19 33138 • (786) 402-7984 Icel0 • e-marl hlowie@MiarniStinresTennis.com Education: Clemson University Clemson,South Carolina. Economies(1976) Professional Experience: Sept. 2002 Miami Shores Tennis Complex a'l The Coorlry Club. Miami Shores FL Resent Executive Director ofTennis- Oversees all aspects of tennis opelaliens. Cor corn pelences: • Maintenance operations- Responsible for daily maintenarce of the tennis facility, clay and hard courts,grounds • Manage and ilii eel leaching and pro shoo staff • Organize pr ivale lessons, clinics,tournaments special and charitable events • Teach players of all levels • Provide derionstratic is of all aspects of the game • Coordinate IST4 Adult Senior,Junior and Yet ith league play • Manage and operate pro shop, to include racket sir ing'i g.game arranging, ball machine rentals • Oversee food and beverages operatiors • Develop and implement yearly budget.over-see all administrative opeiations • Direct all marketing and brandirg of tennis facility opeations • Work closely wit General Manager arid Advisory tennis Committee on all programming and policy orators 1974 2002 Flamingo Park Tennis Center, Miami Beach, FL Director/Manager of tennis-Oversees all aspects of tennis operaiions. Cole competences: • Maintenance. instructional progIarns. marketing and attinillisualive operations Tennis Highlights: Affiliations United Spates Professional Tennis Association Advisory Staff Babolal Raquet Company 2010-prceeni • Prince Sports Group 1976-2010 Director Orange Bowl World Junior Tennis Championship 1976 f 2000 Tournament Coordinator Diabetes Research Foundation Love-Hope Charily Tournament 1986 Tournamena.Coordinator Multiple Sclerosis Foundation Tournament 1989-1992 Speaker USPTA . Public Tennis Center Management, 1990 • 56: an..•,..,.•. •r�„,.� Page 810 of 1842 DIRECTOR, INSTRUCTIONAL OPERATIONS Rodney Harmon 13624 SW 163rd Avenue, Miramar, FL 33027 (954) 436.9413 (home) • (954) 591-5418(cell)• e-mail mec a licsvaleb9witail.com Education: Southern Methodist University Dallas, Texas. Bachelor of Ans in Broadcast/Film ;May 1983) Work Experience: July 2012 GEORGIA INSTITU fE OF TECHNOLOGY -Atlanta, GA Present Head Women's Tennis Coach July 2012 DE.HRWOOD COUNTRY CLUB Jacksonville. Florida October 2010 Director of Tenni; Direct all aspects of the tennis program: • Manage teaching and pro shop staff •Organize clinics. tournaments,special events&camps • leach players of all levels and ages • Develop and maintain a yearly budget • Responsible for daily maintenance of the tennis facility. clay courts arid grounds •Work closely with the General Manager and the Tennis Committee on all iolicy and programming matters October 2008 PRIVATE COACH & CONSU_TANT October 2010 Work on-court with highly ranked U.S.juniors Each player was high ranked and has trained al the USTA Boca Raton Headquarters as wall as receiving private instruction from me. Guest Coach Ken Herrmann Tennis Academy(Glenview, IL) Guest Coach USTA Florida A.C.E. Program Camp(June 2010) Coos(Coach -USIA Eastern A.C.E. Program Camp(July 2010) January 2002 UNITED STATES TENNIS ASSOCIATION -Boca Raton. Florida October 2008 Director of Men's Tennis • Direct all aspects of the Meii s Tennis Program from [hie touring professionals to the junior competitive players. • Monitor a budget in excese of 2,000,000 •Organize, coordinate and conduct USTA coaches biannual meetings. • Manage and :'yelp train the coaching staff • Partner with personal coaches,academy personnel, management agencies and parents lo assist at the dove'oprnenl of our best young prospects. August 1997 USIA January 2002 Director of Multicultural Development • Develop strategies and design programs to increase multicultural development in all areas of the USIA. • Monitor a total budget in excess of$1,750.000. •Work closely with all rnemheis of the USIA Na1:nr1A1 Coaching Skiff; providing hnaneiat assistance, information and guidance to the lop U.S.junior players • Work with the 17 USIA regional sections to develop strategies and umpiement initiatives to increase Inc diversity of national tennis programs across the country 57 Page 811 of 1842 September 1995 UNIVERSITY OF MIAMI August 1997 Flood Men's Tennis Coach Coral Gables.Florida • Recruit top tennis student-athletes. • Organize dairy team and individual practice sessions. • Construct and monitor a budget of acuroxinialely$100.O:U.00 for be Mcris Tennis Program. •Supervise the maintenance and day to day nflefa'ions of the Neil Schiff tennis Center. • Manage the Assistant Men's Tel Coach and other support daft, APRIL 1991 UNITED STATES TENNIS ASSOCIATION September 1995 USTA National Coach-Key 3iscayne, Florida •Coacli a variety of players at the national junior, collegiate and professional levels(Todd Marlin. Mal Washington,Alex O'Brien and a number of chief orale and female players). • Evalua Le and scout players for inclusion in LS IA programming. • Featured speaker both on-court and in seminars al tennis workshops nationwide. • Published articles in the two major terms publications, IENNIS magazine and Mini,Wcek AUGUST 19H8 UNITED STATES TENNIS ASSOCIATION April 1991 Coordinator of SpeaKers Bureau Princeton, New Jersey •Conduct workshops,training clinics. school ass:mclies and tennis carnivals across the nation. • Enroll tennis professionals,speakers and National Tennis Rating Program (NTRP)verifiers for USIA teacher training functions. • Serve as ti'e I IS IAS Iia soil to the IJnfCd Stales Professional Tenr is Association(USnTA) and the United States tennis Registry iUSPTRI. • Program Director for the annual USIA National Tennis leachers Conference. • Prepare end monitor a budget of over 200,000 a.year, September 1987 ARROWHEAD RACQUET& FITNESS CLUB Medford, New Jersey • August 1988 Director of Tennis Responsible for all phases of the tennis program which include adults, juniors along with We • cerncs end camps. Manage and train a large tennis teaching stat. Run I:unior and adult USTNMIddle States sanctioned tournaments. • April [987 UPPER MAIN LINE YMCA- Sorryo. Pennsylvania August 1987 Director of Junior Development Conduct clinics far juciors and adults. Supervise Junior summer camp. • 58 Page 812 of 1842 • Tennis Highlights: Head Coach - 11.5. Men's Tennis Team 08 Olympic Carnes(Peijirg, China) 93 World University Games(Buffalo, NY) PROFESSIONAL: Quarterfinalist, US Open(1982) Third Round.Wimbledon (1983) COLLEGE: Throe-Time NCAA All Amercan(1980. 1982, 1983) NCAA Doubles Champion(1980) Awards: Big Cast Coach)of the Year(1996, 1997) U SPTR Pro of the Year(1988, 1994) USPTA Touring Coach of the Year- Middle Stales(1991) International Tennis Nall of Fame Educational Merit Award (2009) ITA Collegiate Tennis Hall of Faroe (2010) PTR Board of Directors(February 2011 Affiliations: United States Professional Tennis Association United States Prolessonal lenn is Registry Published Articles: TENNIS rnegazine October 2006 Mntcli 2004 July 1.990 Tennis Week - October 2006 Tennis Pro-. January 2009 Television: Tennis Channel Academy - January 2009 Qest or Five June 20013 • • • 59 • Page 813 of 1842 CONTROLLER Esme' J. Market 1 (786)252_-3623(cel 1•e-mail: usgkis2felatt.net Professional Experience: Professional Course Management at Miami Snores Country Club October 2005-Current Position:Controller reporting directly to Alberto Rezzi and Johnny 1 aPonzina- Functions at Club Level: • Daily linanclals, NP AiR,journal entries,general ledger management • PreparatIon of Profit &Loss and Balance Sheet • Bank reconci.lation of operating and escrow accounts •Annual renewal 30C Club inernbers_printing broi pure. rife shec,t.P)newal letter. billing, post ng and activating • Human Resource functions including iniermewing, pre-set eening tests(drug and alcohol, E.-Verily DHS work eligiuility and pllreftighl Criminal 8ackgtound). • rstablishing employee health rnisucance,direct deposit, payroll infa,MEMO and forms. • Workplace Safety completion and gear erly Departmental safery meetings. • Workers Com pensalion issues;accidents, required reporting, monthly of iline reporting. • Payroll processed for /5;n-house ci nployaes and 25 semi tanywide managers. • Conversion of payroll systems, banking and Point-Of-Sale as well as back of the house systems • Committee review and renewal commercial insurance package • Quarterly safety mooting edminishatcn securing btsurerco discount • In-housh IT go-lo person • Installed & restful tiible for a r10 ern seer.nity cameras • Editor of newsletter&marketing matenais • Converted to Paychex to reduce talion processing cost, errors&vendor Ih(es, • Updated empxoyee handbook • All audits: County tourist tax, sales tax, unemployment, accountant.etc. Functions a Corporate Level: •Worker's Compensation policy renewal and processing to.t club locations • Payroll processed for 25 companywide managers at multiple locations and 80 on-site hourly employees. • Payroll compilation for 8 divisions and :ransferring of lands through 10 bank accounts • Health insurance yearly review and renewzl 60'fltiZi it0n0.0r,,tf Page 814 of 1842 Professional Course Management al Raintree Golf Club June 2005 -October 2005 Pasitium. Offiee Manager rept-ming directly to Alberto Pozzi and Johnny La Ponz,na Functions as On-Site Office Manager: • Daily financials: AP. NR,journal entries,general ledger • Preparation of Hull(cold Lus arid Bala,ux Sheet • Bank reconciliation • Payroll 35 people • • Functions relating to permanent closure of Club such as jot; placement,vendor relationship terin'wition, selling of fxed ascots,etc. Elena M. Perez &Assoc.,P.A. November 2004 -June 2005 Responsibilities as Office Manager: • Upgraded current version of LexisNexis legal software lu include Bilring Matters • Transfer client NR from Quit: .00ks to Billing Matters • framed lawyers. paralegals and staff members on Billing Matters • Learned and applied legal aspects of client retention • Standard office manager responsibilit es: payroll. NP, A/R, billing, collections and banking • IIR related functions interviewing, hiring, termination,Stay direct vies,proplem solving and staff meetings- • Adve,Using, Insurarce and contract renewal; During the interna established E. Mairel Services. Inc.". My own business whir:h provided rnntractual office managerial services to small startup companies- Software Knowledge: • Microsoft Office Suite: Excel. WordPerfect, 0(.Ilunk arid PowerPoint • QuickBooks • Crescent Systems(Club& Resort Management Software-CL, AR,AR P05, Inventory, Rang(et Management& lime Clack modules) • Fore!Reservations(Gulf Carse Management&Marketing Software) • Paychex One-Soi zee (Payroll processing) Education: • University of West Florida 1992-Bachelor's Degree in Business Administration • Manatee Community College 1.990-Associate Degree,n Accounting • ReIerences available upon request Page 815 of 1842 DIRECTOR/ CORPORATE DEVELOPMENT i` • Joseph Cawley I (305)7941078(cell) • e mail:jic8888@grnall.com SUMMARY: • extensive strategic. planning experience advising Boards,CXOs, I-INWs and entrepreneurs on capital,corporate development arid exit transactions. Mr.Cawley holds subject matter expertise in inFormation techrnlogy, software,web. Na sciences,nanolech and real estate development.He performs in challenging global environments with extensive • Asia, Europe and Middle Easl on the ground experience. His specialties include strategy.business planning, financial ruodeling, corporate development,capital acquisition, MM, technology, real estate development and China. His current market focus is cony to mid stage technology firms and global Financial rostrations. Current representative clients include among others,a Shanghai based LIS real estate developer,a US based npeu source Do real firm servicing the While House anon Department of Homeland Security,a large NY activist takeover fund,a biometrics fine,a counter corporate espionage poduct firm,a semantic web tecnnology firm and a Big Data aggregator Cl enterprise • learning data.He has advised on raid nine figures in capital, generated dozens of ergs,and padiuipated in two client IPOs as an independent consultant or boutique trim manegeii over the last twenty years. As a result,. Mr. Cawley has an ' extensive venture capital, private equity, sovereign wealth arid investment banging g'obrl network. EXPERIENCE: NL SERVICES-Partner, Managing Director,Washington DC, 2010- Present. Firm advises Boards, Directors and CXOs on capital, M&A,and corporate development strategies.Clients ii dude entrepreneurs. technology firms, mel estate developers and financial institutions located throughout the world. OPEN RANGE-Partner, Managing Director Washington DC. February 2003 - Present Far advises Boards, Directors and CXOs on capital, M&A, and corporate development strategies. Clients include entrepreneurs, technology firms,real estate developers and anemia] institutions located throughout the world.Thu China advisory services focus en large business park development projects, Secured co- developer and financial partners for project execution and finance on a$80 project near Disney Shanghai. Hong Kang and Shanghai Cased transaction team of Blue Chip and Red Clip con&ilting, legal and financial partners. Experienced in China cross border deals, WF023, Hong Kong SPVs and other offshore transaction slit res. SIENA-Partner, Managing Director, Washington DC, October 1998 2003 Clients were start ups to middle market technology firrns or pi ivate equity funds in the IT.Internet and • Biotech markets throughout Europe, North America and Asia. The typical engagement led with strategic business planning,financial modeling and valuation work,growing later into corporate development,capital attraction and niergers&acquisitions. The lupi generated multiple acquisition transactions and raised low nine figures of early stage debt and equity capital Inc clients. COMMGENE Partner, Managing Director, Washington DC, October 2000-January 2002 A boutique private equity seed fund founded by USA and Russian biotech entrepreneurs It capitalized Finns seeking to commercialize early stage technologies frem academia and NIH-type entities in biolepmology, Internet and wireless markets.After initial capital infusion. Conmigene secured Series NB hinds in IDSA, Europe, Hong Kong,and/or Singapore For portfolio companies. Target technologies included stern cells, bloinforrnalics, drug discovery, ploteomk:s and distributed diagnostics. MIC- Director,Mergers&Acquisitions,Arlington,VA, October 1997 -June 1998 • Developed and implemented a strategy to creole and grow an ERP practice for Alis IT services lima through the acquisition of boutique PeopleSoft,Oracle and SAP solution providers. 62'rd-, ... ,.., „.,r Page 816 of 1842 ALLIANCE MANAGEMENT GROUP-Director. Atlanta, GA, lune 1994- September (997 Developed strategies and provided management consulting services to mid-Atlantic based high lecnnology start-ups. rho firm focused on bic.echnology and Internet firms. • Hi nit financial models to include cash low projections and exit strategy vakiatiers • Constructed and delivered presentaliens to financial inst tutiona and other private equity groups • Managed relationships and conducted ongoing negotiations with technology partners • Conducted horsiness development discussions with potential strategic alliance porters UNIVERSITY OF GEORGIA MBA PROGRAM- Student,August 1'3:3—June 1995 TECHNOLOGY SOLUTIONS - VP, Co porate Development. Arlington.VA,June 1993 - June 1993 Developed the business plan and financial model, initialed new iota lionship development programs,and negotiated joint ventures Mild alioo s:es with European rea.hnokogy firms and otner international partners. Managed key relationships with corigrussiorml and governmental groups. Managed the integration of e Geographical Information System (GIS)product onto a (heater-wide network consisting of multiple operating system workstations for a European chew. Delivered the prb.otype en litre and en budget. • Managed the technical project team,developed milestones and budgets •Supervised monthly progress meeting and fulfilled monthly reporting requvements •Ensured compliance with United States and European Community legal enc reguleinry pnlw in:;, involving Export Control and Sensitive Technologies legislation COMPREHENSIVE TECHNOLOGIES—Senior Analyst, Chantilly, VA,July 1989 -May 1990 Provided management consulting services to international governmental organizations, withn the In`ormalion Management and Systems Division, In addition,served as a special assistant to the division Vice President for marketing initiatives. lu these attractants,accomplished the following. •Coorclinated arid iniplemenred a European madaeang effort iderihlying$4.2 million iii new contrast), • Managed tar)system design.development. Integration and installation of a low node global, secure video-telecon Iciee(e arid operation conimi network • Analyzed chant Operational requirements and recommended specific efficiency improvements that utilized both COTS Ural emerging tcennologies 6-K DYNAMICS - International 7echhology Analyst, Rockville, MD,January 19'88- May 1989 Provided analyticai and program manage neral services for the Cepartmonl of Defense. Specific responsibilities and acnolnpbshments included • Managed international technology R&D programs. per Nunnt(A ayle Amendment,between Australia- ' Egypt,France, Korea,Spain,and U.S. Department of Navy •Managed relariuustiips Letween foreign project officers,gavel nrnent agencies, military and embassy personnel,and their U.S.counterparts • Developed Disclosure Policy Guidance, for the Secretary of Navy, for technology transfer • Conducted technical aasess1 encs on expanding South American involvemwat in the R&D exchange programs for Los Alamos Labs • • EDUCATION: The University of Georgia at Athens- Master of Business Administration, 1995 Concentrations: Corporate Finance and Strategic Management Awarded merit-based graduate assistantship: Dean's List. The University of North Carolina at Chapel Hill - Bachelor of Arts, 1988 Major: Political Science: Latin American Studies and International Relations. The University of Michigan at Ann Arbor Major: Political Science iiitu,,,r.,.1 ,41,., 63 Page 817 of 1842 MARKETING DIRECTOR Bruce Turkel 2871 Oak/Renee, Miami, FL 33133 (305)470-3535 • e-rn:3il: blacker/Ottekelbrands.cow Education: University cal Florida G2inesvi0c, Florida BFA. BD(1980) Professional Experience: June 1983 TURKEL Brands. Miami, a Present 11'drinut and CFO/Executive Creative Director. Core competences • Management and drrociknn of creative department • Pr weary bread steward 64, w_o;,r,a.._.;,or.,., Page 818 of 1842 ADVISORY BOARD Robert L Shafer,Strategic Partner, ActiveNet I USIA Executive Committee Bob has been involved in tennis, not only as a USIA volunteer, hul as a Cartirr siaae 1971! Bob started with the Witsun Spurting Goods Co. in the Tennis Div in 1971 as a sales and promotion representative in the Southwestern States and soon became a maryger of the Pro Golf/Tennis Div.for 4 years. Bob was promoted and moved to Chicago ie 1978 as die Tennis Promotion Manager for Amateur Tenets which included the LISTA and all the • tennis trade organizations(TIAL.Bob was instrumental in recruiting Jimmy Connors, Tracy Anstin, Elliot Teltscher, Billy Martin, Brian leacher, Raul Ramirez, Pete Sampras, Lindsay Davenport,Venus& Serena Williams and many more In WI a011 redacts! One of Bob's highlights was he was the Wilson. liaison to the lirst USTA League Championships and the committee • meetings(Michelob Light League Championships). Bob also was on the USTA's Marketing Committee in 1980-81. Another highlight, Bob was on the negotiating team for the first long term Wilson Official Tennis Ball of all USTA National Championships in the early 19801s. In 1982 Bob moved back to Southern California and took on the role of Wes.err Region Sales/Promotion Manager and continued until 2003. In 2004 Bob became a consultant for the Active Network and was responsible for introducing the USTA and ITA to the Active Network. In 2007 Bob was hired by Active to be a Business Developmenl Advisor for the Active Sports Division. In 1992 Bob was elected to the IJSTA/SCTA Pears and later In the Executive Corn.and was 2hairrrian of the Nominating Corn.for 12 years, 2009 Bob was selected to be the SCTA Section Dclegatc. Achievements: USIA Executive Committee 2009-2012 USTA Nominating Commitlee 2011-2312, 2013-2014 USTA Delegae(rein the Southern Datil. Tennis Assoc. 20(YY-2012 SCTA USTA Executive Comrnittee 2009-Present Special Honoree at he 104th Ojai Tennis Toumamenl 2004 Orange County Conununity Tennis Association 2001 Seivlce Award Texas Tennis Coaches Association Presidents Flail of Honor 2002,only nail Texan to receive Distinguished Service Award CCCTCA 1986, 1994 and 2003 • Board 01 Directors California Community Colleges 19842003 Los Angeles .1984 Olympics Tennis Ramie Manager Board of Directors National Foundation of Wheelchair Tennis 198'l-2000 Executive Board of Dnecturs Soul i tern California Tennis Assoctallon 1992-Present Nominating Chairman Southern California Tennis Association 1992-2003 Advisor Orange County Community Tenors Association 2002-Present Coaches Scholastic Magazine I ligh School Basketball All American -1965 Full Athletic Scholarship for Div. 1 NCAA Utah Sate University for Football and Basketball Education: B.S. Sociology, Minor Physical Education.Westmilistet College, Salt Lake City, Utah 65 Page 819 of 1842 Brad Parks,Founder of Wheelchair Tennis I Interiational Tonn:s -tall of Fame Brad Parks Is the pioneering hounder of wheelchair tennis weddwlde. Dining an amateur freestyle skiing competition. he suffered a disabling injury when he was 18 He began experimenting with tennis as a method of therapy,and in • 1976,wheelchair tennis was born. The first wheelchair tennis tournaments were bele in 1977 and rnteresl in the sport grew quickly.This success mutivaled Parks to found the National Foundation of Wheelchair Tennis(NEWT)as the 0 ganizing body for the sportAs more athletes became involved, the Wlteelcnair Tenors Players Association tWTPA)was formed, giving players more of a say in the governance of tournaments, clinics and expansion of the game. Parks started the first international wheelchair tennis oven!, the US Open, held in Irvine, California. He was the tournament chairman for 18 years. Today the NEC Wheelcharr Tennis Tour w comprised of more than 157 tournaments • in more than 40 countries, exceeding a total of$1,500,000 in prize money. In 1985,as a result of increased international presence at the US Open. the World Team Cup was starlit)with five nations, not including women ornincl players.Today this prestigious red Cup/Davis Cup•slyle Irani event has been contested by 52 different nations in its 25-year history,and ooasts men,womer . quads and junior competitions. Parks is also coedited rv!N spreading the sport internationally by hoding dmlcs throughout Europe, Asia and the Pacific. In 1988, the International Micelchail Tennis Federation OWfF)was formed to govern this growing international spa, with Parks as the inaugural president He served on the Management Committee for many years and was a diving force of international wheelchair tennis.In 1998. the IW1 F was fully integrated into the International Tennis Pederation, making it the first disabled sport to achieve such a Inion on the international level. Today almost 100 amnvios offer wheeleheir tennis programs, and the sport is played at all four Grand'Slams, George Todd, President of Welch Tennis I ASBA Certified Court Builder George Todd. President of Welch Teiinis is a Certified Court anilder, certified by the American Sports B&iildeis of America (ASBA), He is he past Chairman of the ASBA and currently serves on the Board of Directors. Die firm has been haildm e,all types of tennis courts since 1973, etch dmq clay,asphalt,and concrete, but spectalt2es in • HydroGrid'r^subsurface irrigated tennis courts.On staff, the Grin has Iwo licensed contractors, project managers with more than 20 years of construction management project experience,and superintendents Thal have supervised and managed multi-court construction for many years. Welch also has a Maintenance and Resurfacing departnenl. speclalbring in repair and resurfacing of all types of courts.Welch Tennis as a sbalegic partner with MEIN,will supervise all maintenance operations,train and certify all maintenance workers,and conduct yearly refurbisments • 66 Page 820 of 1842 OMPLIANCE FORM Page 821 of 1842 COST PROPOSAUFEE RIP No. 095-2013 ME PROPOSER1 NAME:Mian Beach Tennis Management= The management company will collect all revenues generated at the Flamingo and Nodh Shore Tennis Centers ba.kehaa of the City and deposit them dMy into a City of Mot Beach/Management Company shared account established by the City. Proposer shall propose a minimum monthly guaranteed fee to be paid to the City,plus a percentage of Groes Revenue, when the Gross Revenue is In excess of$650,000, to be paid monthly thereafter(The Cfty's average Gross Revenuecoliected at both Tennis Centers over the past three(3)years). During the negotiation process,the Ctty reserves the dght to negotiate any fee structure proposed,The Clly will be guaranteed and shell retain its negotiated minimum fee and percentage of gross rece;etslmvenue for both tennis fanglike. ➢ MBTM LW Monthly Guarantee:$10,000 monthly($120,000 yearly) • In addition to minimum guarantee of$10,000 monthly($120,000 yearly) > 3%of the gross in excess of$660,000 to$1 million > 4%of the gross In excess of$1 million to$1.25 million ➢ 5%of the gross In excess of$1,26 mit ion+ 211/204 a1Vee:0661013ME tlryef Mini Ssat imsengpl.M 28,160 Page 822 of 1842 INSURANCE CHECK LIST 1, Workers' Compensation and Employer's Liability per the statutory limits of the slate of Florida. 2. Comprehensive General Liability(occurrence form), limits of liability$1,000,000.00 per occurrence for bodily Injury property damage to Include Promises/ Operations; Products, Completed Operations and Contractual Liability. Contractual Liability and Contraotual Indemnity (Hold harmless endorsement exactly as written in "Insurance requirements' of specifications). • 3. Automobile Liability - $1,000,000 each occurrence - owned/non-owned/hired automobiles Included. 4. The City must be named as an addit anal insured on the liability policies; and it must be stated on the certificate. 5. Thirty(30)days written cancellation notice required. 5. Best's guide rating B+:VI or better, latest edition. 7. The certificate must state the RFP number and title PROPOSER AND INSURANCE AGENT STATEMENT: I understand the Insurance Requirements of these specifications and that evidence of this Insurance may bo required within five (5) days after Proposes opening. If I am selected as the successful Proposer, I further understand and agree and acknowledge that failure to procure or maintain the required Insurance policy • shall constitute a material breach of the contract by which the City may Immediately terminate same, '-1owl 21 PfLS14t* 1 *IA For Proposer/Print Name/Titley� ignature of Proposer • m,auni eacn tTeems 1,(1\ 2rhe i4, u.e • • RFP Ni Ofa,2015M? Tena Moios Mont 2H2R013 92 0(00 Oily of Wnm,seam Page 823 of 1842 1,` PROPOSER INFORMATION Submitted by: � \ )7 pp� U' ` ,��DD Proposer(Entity: t4t €e raWS 0111.)>kaiMaSIL—C— signature: Namo(Printed): p a.8 C(I 'u1 Address: (C _tk - `4a > R . t,.� City/State: 1 .101k--tb -Si c\• Telephone: -Thro `FO).-1Rg ( Fax: �EC - SR-tk^. 1� �'I' t— E-mail: OILXC r N.IdVaLI�y'CY1„S'ci�rT&I .CCM Federal IIT# 53— taal83 T It Is understood and agreed by Proposer that the City reserves the right to reject any and all Proposals, to make awards on all Items or any items according to the hest Interest of the City, and to waive any Irregularities in the REP or In the Proposals received as a result of the RFP. It Is Mso understood and agreed by the Proposer that by submitting a proposal,Proposer shall be deemed to a •erstand and agree than no property interest or legal right of any kind shall be created at an ima until unless a contract has been agreed to and signed by both parties. n tt„ - � Istvid)-___gssiva_r For Propos r. thou zed Signature) (Date) ' ce.t)arck QrimA (Printed Name) WP No 005.20124M Tame,lleae0emem 2H2R019 23 dBO atyof MFm d 000x1 Page 824 of 1842 REQUEST FOR PROPOSALS NO, 095-2013ME ACKNOWLEDGMENT OF ADDENDA Directions:Complete Part I or Part II, whichever applies. Part I: Listed below era the dates of issue for each Addendum received in connection with this RFT Addendum No. 1,Dated L2�dr>13 Addendum No.2,Dated_Wreak 2.1{2,Q{3__ Addendum No.3, Dated Addendum No. 4, Dated Addendum No. 5,Dated Part II: No addendum was received in connection with this RFP. Verified with Procurement staff -ame of staff 1?l p �`41k41t fin'*, bitsEgerCL. N- t&2.1L2L Prop.ser-N a Date '. %n —P da DwEc. Signatu . REP No.A96.M1kle 'LI'J@019 TaMM,Mbiope nt Ckyof ee c m da Page 825 of 1842 • • DECLARATION TO: City of Mlaml Beach City Hall 1700 Convention Center Drive Procurement Division • Miami Beach,Florida 33130 Submitted this (4 K day of... N24rch- 2013. The undersigned, es Proposer, declares that the only persons interested In this Proposal air named herein;that no other person has any interest In this responses or in the contract to which this response pertains; that this response Is made without connection or arrangement with any other person; and that this response Is In ovary respect fair end made in good faith,without collusion or fraud. The Proposer agrees if this response is accepted, to execute an appropriate City of Miami Beach document(s)for the purpose of establishing a formal contractual releflonshlp between the Proposer and the City,for the performance of all requirements to which the response pertains, The Proposer states that the response Is based upon the documents Identified by the following number: RFP No, 095-2013ME, (42- `t-i �/ C kVA E ern%tS Etnuk 55341 LLLc. TN 'ROPOS RSIGNATURE 66 ECM) ractrLet t„,400, )• PRINTE NAME PRINTED NAME P WITNESS TITLE • rosOn; CMtw cq PRINTED NAME • • RFP No:0062013MR 2112/2013TenIGAMlA Thant City Mimi 96 of W Q Page 826 of 1842 SWORN STATEMENT UNDER SECTION 287.133(3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE CP A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS, � t 1. This sworn statement is submitted to C MAW !e-d __ — „� (pint name of Public entity] by gr,,ldID OZ t ) \, 1 � 1 print Individual's nems and flJe] for I\ 4LI I i1_ W�'-, 1._.\Z.Sd NS t�APIJkeak-1 ASI tt (print nameofentity submitting swumstatement C}�� • Whose business address is .,[O_y e. - —t ciNt 'tto.� t "la — 'v'�_��: 331�a And(If applicable) Its Federal Employer Identification Number(FEIN)Is 33T_4`_14iitif the ontlty hat no FEIN, Include the Social Security Number of the Individual signing this sworn statement: I understand that a "public entity crime" as defined In Paragraph 287.183(1)(g)), Florida Statutes means a violation of any slate or federal law by a person with respect to and'dlrodfy related to the hansaotion of business with any business with any public entity or with en agency or political subdivision of any other state or of the United States, Including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or polltical subdivision of any other state or of the United Slates and revoking antitnist, fraud, theft, bribery,collusion,racketeering, conspiracy,or material misrepresentation, I understand that"convicted"or"convlotien"as defined in Paragraph 287.133(1)(h), led a S to s means a finding of guilt or a conviction of a public entity rime, with or'Mthout an a ]u cation d guilt, In any federal or state trial court of record relating to charges brought by Indictment or Information after July t, 1980, as a result of a jury verdict, nonjury Mal, br entry of a plea of guilty or nolo contendere. I understand that an"affhiate"as defined In Paragraph 287.183(1)(a),Florida Statutes,means: 1) A predecessor or successor of a person convioled of a public entity crime;or 2) An entity under the control of any natural person who la active in the management of the entity and who has been convicted of a public entity crime,The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active In the management of an affiliate,The ownership by one person of shares constituting a controlling interest In another person, ora pooling of equipment or Income among persons when not for fair madcet value under an arm's length agreement, shall be a prima fade case that one person controls another person. A person who knowingly enters into a Joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 38 months shall be Considered an affiliate. REPNo:o05,20^.sMe 2.12/201a (OM Marino,nem Cbd kw/Bomb VO Page 827 of 1842 I understand that a "person" as defined In Paragraph 287133(1)(e, Florida St totes means any natural parson or entity organized under the laws of any state or of the United States with the legal power to enter Into a binding contract and which bids or applies to bid on contracts for the provision of goods or services lel by a pubic entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees,members,and agents who are active in management of en entity. Based on Information and belief, the statement which I have marked below Is true In relation to the • entity submittIng this sworn statement. [indicate which statement applies.] • Ve Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the • entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement,or one or mom of Its officers,directors,executives, partners, shareholders, employees, members or agents who are active In management of the eallfy, or an affiliate of the entity has been charged with and convicted of a pub!Is entity crime subsequent to July 1, 19B9. The entity submitting this sworn statement, or one or more of its officers,directors, executives. ae trtneerrs, shareholders, employees, members, or agents who are active in the management of the • entity, or an affiliate of the entity hes been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Ofttoer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the hearing Officer determined that R was not in the public interest to place the entity submitting this sworn staterent on the convicted vendor list (attach a copy of the final order] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH I (ONE)ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND,THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR • YEAR IN WHICH IT IS FILED, I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA ST•TUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAETIS D ITill. •ORM. /T [si;na urn] Sworn to and subscribed before me this day of rn0.rd,(n I —,2911 Personally known 17 —___T C OR Produced kiontlfcatlon Notary Pubic-State or Iovid& —1� � vrIY.&c t--tcer+ea Mycommission expires tcJ Jt* (Type of identification) .y tt• ,x EWE 2.MARKET b Notary Public•Stale of cloth ti,' My Comm.ErpI/vs Jun 2,2014 (Printed typed or stamped nuclei- 44tbrl4 &WMl AFP ra;OANb19Me 1fllIYn19 Tomb FNnatemary Oily*PAW Beath s) of 00 Page 828 of 1842 QUESTIONNAIRE Proposer's Name: ME:1/4okt 47sPct} T aLS HAL3PCStrar I LC, Principal Office Address: a N•&!V Steeet, Kt+�11-14 +A 35138 Official Represenfai�h:}r,e,: 4e� lkai Individual Partnership (Chele One) Corporation Joint Ventura Ltc1cve0 °Aso CS ..t.emy Cu )i crilot'e c F4evit i 20t3 If a Corporation,answer this: When Incorporated: LL: 1l e In what Stale: cl—t If a Foreign Corporation: Y{—lam Date of Registration with Florida Secretary of State: ISA Name of Resident Agent: Address of Resident Agent: President's Name: Vico-President's Name: Treasurer's Name: RIP fa Men ne5UE 1/1212012Tann Meneank OIN of WW1Soit IA el 41) Page 829 of 1842 Questionnaire(continued) Members of anent of Directors: rtIl 1 It a Partnership: t4.'A Date of organization; tL\ A General or Limited Partnership*: kkie Name and Address of Each Partner: NAME ADDRESS - - 14(A -- *Designate *Designate general partners to a Limited Partnership 14,cito 1. Number of years of relevant experience In operating same or similar business: &O 2, Have any agreements held by Proposer for a project ever been canceled? Yes () No t`,4. If yes,give details on a separate sheet 3. Has the Proposer or any principals of the applicant organization falisd to qualify as a responsible 8ldder/Proposer refused to enter Into a contract after an award has been made, felled to complete a contract during the past five (5) years, or been declared to be in default In any contract In the fast 5 years? If yes, please explain: t'.O PKV NW3Ma Ttmb Mnri Murn9emen[ 3/12/9019 enyel M,em,9363911 39 or 69 Page 830 of 1842 Questionnaire(continued) 4. Has the Proposer or any of Its principals ever been declaredr bankrupt or reorganized under Chapter 11 or put into receivership? Yes ( )No _ If yes, give date, court Jurisdiction, action taken, and any other explanation deemed necessary one separate sheet. 5. Person or persons Interested in this RFP and Qualification Form have( ) have not t been convicted by a Federal,State, County, or Municipal Court of any violation of law, other than traffic violations. To Include stockholders over ton percent(10%).(Strike out Inappropriate words) Explain any convictions: 6. Lawsuits (any) pending or completed involving the corporation, partnership or Individuals with more than ten percent(1D%)Internet: A. List all pending lawsuits: Nin B. List all Judgments from lawsuits in the last five(5)years: C. List any criminal violations andror convictions of the Proposer and/or any of Its principals: ' \ aroae00mg070ME 2/1217010TeNW Menwo MM ORM MlariDeath no ergo Page 831 of 1842 Questionnaire(continued) 7. Conflicts of Interest, The following relationships are the only potential, actual, or perceived conflicts of interest in connection with this Proposal: Of none,state smile.) tA 8, Public Disclosure, In order to determine whether the members of the Evaluation Committee for this Request for Proposals have any association or relationships which would constitute a conflict of Interest, either actual or perceived, with any Proposer and/or Individuals and entitles comprising or representing such Proposer mid In an attempt to ensure full and complete disclosure regarding this contract, all Proposers aro required to disclose all persons and entitles wile may be involved with this Proposal. This flat shelf Include public relation firms, lewyors and lobbyists. The Procurement Division shall be notified In writing If any person or entity is added to thia list after receipt of Proposals. tA, • 10. Are there any pending discussions relative to mergers, acquisitions, partnerships, or assignment of contract? t4Q 10. Is the business entity a Miami Beach-based Vendor? Yes () No {"f_ If Yes, please submit a copy of a Business Tax Receipt Issued by the city of Wend Beach, or documentation to demonstrate that the headquarters is in the City or Mfanil Beach, or documentation which proves that goods and/or contractual services are being produced or performed,as appropriate,in the City of Miami Beach. 11. Is the business entity owned by a certified service-disabled veteran, and or a small business owned and controlled by veterans, a defined on Section 502 of the Veteran Benefit Health, and Interniatton Technology Act of 2006, and cited In the Database of Veteran-owned Business? Yes () RfPN4 0011-7e13M[ 1/12E2019rums Maroon.* City of MlMlf Flood, Al 4149 Page 832 of 1842 Questionnaire(continued) The Proposer understands that information contained in this Questionnaire will be relied upon by the City in evaluating and making an award pursuant to the RFP, and such information Is warranted by the Proposer to be true and accurate. In the event that the City, fn its sole discretion, deems necessary, the Proposer agrees to furnish such additional Information, relating to the qualifications of the Proposer, os may bo required by the City. The Proposer further understands that the Information contained in this Questionnaire may ho confirmed through a background investigation conducted by the City, conducted either through the Miami Beach Police Department or by a third party retained by the City for such purposes. By submitting this Questionnaire the Proposer hereby agrees to cooperate with this Investigation Including,but not limited to,fingerprinting and providing Information for a credit chock. WITNESS: IF INDIVIDUAL: signature Signature Print Name f Print Name WITNESS: IF PARTNERSHIP: Signature Print Name of Successful Proposer Print Name Address By: General Partner Print Name ATTEST: IF CORPORATION: ----- t h4' B5fralrrel1S t494.MOEMSCP LLC Secretary Print Name of Corporation Print Namet:ldFs By: 't . 4 rrl�L.l President (CORPORATE SEAL) LL I'V cr, Print Name WN Na 065-201341E 2112/2013Canute MomAaw I CT,of Maml death Ax 0164 ' I Page 833 of 1842 !wn!!vI B1,:.A C:;�-� CITY OF MIAMI BEACH DECLARATION; NONDISCRIMINATION IN CONTRACTS AND BENEFITS • Section •1.Vendor lnfrontr blueing'rens � uL Nemo ofCompanya__ _ Name ofCompenyConCaot Paman: 1>t GCr�� c_ 3,� a�e�2gDa Phone Numbar,1 Jf Nr ' 1184 Pax Number: ',�S'I�E-_yf e`£-mall;�l(Y.AA t 6+' R.lta.ilLS6 fs�&MS• CCM. Vendor Numbor(if lmrnwn):_ Federal ID or Social Security Number: g 1 ^ Approximate Number ofEmpIoyess in the:La: Or 50 or less,skip to Section 4,Rate and sign) Are any of your employees covered by a collective bargaining agreement or union trust Una? Met tffo Union nemcO: Section 2,Compliance Questions Question 1.Nondiscrimination-Protected Class's A, Does your company agree to not dlsCraninete against your employese,applicants for employment,employees of the City, Or members of Pre public on the bests of Me fact or perception of a person's membereNp In the categories Iletad below?Please note:a NES" • answer means your company agrees It will nut dlscrimfate; a'NO" answer means your company refuses to agree that It wall not dlacriminate. Ploaeo enamor yes or no o oath cetagory. O Race Yes_No D Sox _Yes No U color _Yos_No ❑Sexuat orientation _Mos_No o Creed Yes_No O Gender ldontity(irenspsndor statim) _Yos_No O Religion _Yes_No D Domestic partnor status _yes_No C'.Na0onol origin _Yes_No U Marital status Yes_No C Ancestry Yes_No D Disability _Yes_No [Ago _Yes_No RAIDS/birstatus Yes_No Ci Height _Yes_Nu CIWeight _Yes„No • B. Does your company agree to Insert a similar nondlsariminaibn provision In any subcontract you enter Into for the performance of n substantial porlbn of the contract you hnva with the City? Please nolo: you must answer this question,even If you do not Intend to enter Into any subcontracts. _Yes_No IMP No:0/154013115 2/12/2019TOO 114Ne�eet Oily fI. Brach 16 of Se • Page 834 of 1842 Question 2.Nondiscrfnlnation-Equal Benefits for Employees with Spouses and Employees with Domestic Ferinots Questions 2A and 2[3 should bo answered YEEevenil your employees must j pay some or all of Pie cost of spousal or domestic partner benefits. A.Will your company provide or attar access to any benefits to employees with spouses and/or to spouses of empbyeas That may be cosigned to work on the F Cey of M1arpl Beach contract? _Yee_✓'No S.WPI your company pmvlde or offer accosts to nay banana to employees with (same or opposite sea)dour oatle partners"or to domestic partners of ernpioyess Mat may be assigned to work on the City of Miami Peach contract? Yes✓_i o The form Domestic Partner shall mean any two (2) yawls of the same or different lie&who!lava reglalerr d es domestic pednere with a government body pursuant fo state or!coal law authorizing such rogiahatbn,or with an Internal registry maintained by the employer of at least one of the domestic partners.A Contractor may Institute an Intamal registry to allow for the provision of equal benavts to employees with domasdc pactnor who do not register Meg I partnerships purse ant to a governmental body authorizing such registration, or who aro located In a jurisdiction where no such governmental domestic partnershp exla(a. A Contractor that Institutes such roglehy Niel} not Impose criteria for Pegletratton tet are more stringent then those required for domeedc pertnomhip reglalmtlon by the City of Miami Seed If you answered"Nal to boll)Questions 2A and 28,go to Sodas 4(sI the bream of this page):complsio and sign the form,filling In till time requested. Lt_mu(ene elT y'.ES"Luo abet orbolh Questions 22 and 28,please continue to Question 20 below. Question 2,(continued) C.Please check all benefits Net apply to your answers above and list In the"other section any additional benefits not already opeoiticd. Note: some benefits em provided to employees because they have a npouso or domestic partner,such in bereavement leave;other Menotti am proNded directly to the spouse or domestic partner, suoh as medical litsumeco. BENEFIT Yeatot Yea for Employees No,thie Benefit Documentation Otitis Employers with with Domingo la Not Offered Benefit N Submitted 6•oose$ Partners --.— with tills Form Health n Dental . n� ��,u .—_ a n Nysten v o _o Retirement(Pongee u __ o __--i 0 —�—� 0 40_100pot) ._.__—_.._ _. Berm.: ant ti __ d _ _. n n .,,,_.__ Ratak Leave c!_. _., -- _._.._ Parent !Leave _ nel m __ Cl Employee AssPterme n Cl u a Prof ram Relocation&Tavel a _ Cl El CrmpanY Discaur-t, I o e u Fealties&Events _ _ — Garda Mon c n _ —.. _ o e Child O. r _ a _r , ` QdwoY o n a o __.__ .. ....__. `T1FP10e11)05IDrnK' 2/10201) TOPIIMCIPaOrneM M NA C.nya rim seem Page 835 of 1842 l Hole:If you can not oftor a benefit In a nondiscriminatory manner because of reasons outside your Conhpl, (e.g., there are no IMSVanee providers !n yew area M1IIIng to otter dolmens. partner coverage)) you may ba ellplbk, for Reasonable Measures compliance,lb comply on this basis,you must agree to pay a cash eUuivalenl,submit a completed Reasonable Measures Applicadon with ell necessary eliechmonts,and haw your application npproved by Me Ory Manner,or We designee. Scatlon 3, Required Docunie:Sagan YOU MUST SUBMIT SUPPORTING DOCUMENTATION to 'redly each benefit marked In Question 2C. Without proper documentation, your company cannot be maned as complying a,M the City's Equal [tenets Requirement for Domestic Partner Ordinenea.For example,to document medial insumnoo submit a statement from your Incurious profiler or a copy of No ellylbtty erection of your plan document; fo document leave programs, submit a copy of your company's o npioyoe handbook. If douenoniat!on for a parilouor benefit doer not exist,Oath an explanation. Suva you ouinnitled suppottIng documentation for ouch benett offered? _Yen_No . Section 4, Executing Ms bowmont I declare under penalty of perlmy under No laws of the 910 le of Flagon that the foregoing is true and correct,and that I am audwWrllked ip bind this entry conlracluelly. (� FL o . Cxocu aihis 10+h day or rlroth...,In the year( 013_,atrfjamrypo[t_s. €36u6 Cdy Stab .___.�___. lett N1£a� _rev 4 It&AAA { 35\3 Signature Melling Address p iQI' ane of SIgnatory(p ase print) Oily,Mab,Etp Code -Y _ resid tr+l'�auLtidell nee RFP No:f$4C19M5 Torn*Iblpenonl 212/2013 9 cum City of WNW Bomb Page 836 of 1842 MIAMI BEACH TENNIS MANAGEMENT ACKNOWLEDGMENT LFTaj Proposers shall incorporate in their Proposal the following letter and Disclosure and Disclaimer ' attachment on the Proposer's letterhead stationary: RE RFP NO. 096-2013ME FOR THE COMPREHENSIVE PROFESSIONAL TENNIS MANAGEMENT AND OPERATIONS SERVICES AT THE CITY'S FLAMINGO AND NORTH SHORE PARK TENNIS CENTERS Dear Sir or Madame: I have read the City of Miami Beach's RFP NO. 095-2013ME For the comprehensive professional tennis management and operations services at the City's Flamingo and North Shore Park Tennis centers, On behalf of our Proposal team, we agree to and accept the terms, specific limitations, and conditions expressed therein. in addition, wo have read, rely upon, acknowledge, and accept the City's Disclosure and Disclaimer which is attached hereto and Is fully Incorporated into this letter. SIcerety, ref, Dr6 ?AutctaA .?tac. .¢rdz¢ I -AME—AND TITLE] Pt(hr-kt -Palk vciL.CS q,1/44its -, p.c. [ORGANIZATION] ( iii)E 5 NAME] ---- . • MIAMI OEACI] TENNIS MANAGEMENT LLC I ION NE OW II Sf RI E1. MIAMI SHORES, At 53138 • Page 837 of 1842 H ),) eZtare MIAMI BEACH TENNIS MANAGEMENT DISCLOSURE AND DISCLAIMER This Request for Proposals ("REP")Is being furnished to the recipient by the City of Miami Beach (the 'city)for the recipient's convenience, Any eation taken by the City In response to Proposals • made pursuant to this RFP, or in making any award, or in falling or refusing to make any award • pursuant to such Proposals, or In cancelling awards, or in withdrawing or cancelling this REP, either before or after Issuance of an sward, shall be without any liability or obligation on the part of the City. In its sole discretion,the City may withdraw the RFP either before or after receiving proposals,rosy accept or reject proposals, and may accept proposals which deviate from the RFP, as it deems appropriate and In Is best Interest. In Its sole discretion, the City may determine the qualifications and acceptability of any party or parties submitting Proposals in response to this RFP. Pollowing submission of a Proposal, the applicant agrees to deliver such further details, Information and assurances, including financial and disclosure data, relating to the Proposal and the applicant including, without limitation, the applicant's affiliates, officers, directors, shareholders, partnere and employees,as requested by the City in Its discretion. The Information contained herein is provided solely for the convenience of prospective Proposers. It Is the responsibility of the recipient to assure Itself that Information contained herein is accurate and complete.The City does not provide any assurances as to the accuracy of any information In this RFP, Any reliance on these contents,or on any permitted oommunlcatlons with City officals, shall be at the recipient's own risk. Proposers should rely exclusively on their own Investigations, Interpretations, and analyses. The REP Is being provided by the Cay without any warranty or • representation, express or Implied, as to Its content, Its accuracy,or Its completeness.No warranty or representation Is made by the City or its agents that any Proposal conforming to these requirements will be selected for Consideration,negotiation, or approval. The City shall have no obligation or liability with respect to this RFP, the selection and the award process, or whether any award will be made.Any recipient of this RFP who responds hereto fully acknowledges all the provisions of this Disclosure and Disclaimer, is totally relying on this Disclosure and Disclaimer,and agrees to be bound by the terms hereof, Any Proposals submitted to the City pursuant to this REP are submitted at the sole risk and responsibility of the party submitting such Proposal. This RFP Is made subject to correction of errors, omission,or withdrawal from the markt without notice. Information la for guidance only, and does not constitute all or any part of an agreement The City and all Proposers will bo bound only as, If and when a Proposal(or Proposals),as same may be modified, and the appkable definitive agreements pertaining thereto, are approved and executed by the parties, and then only pursuant to the terms of the definitive agreements executed among the parties. Any response to this RFP may be accepted or rejected by the City for any reason,or For no reason,without any resultant(lability to the City. MIAMI BEACH TENNIS MANACPMENI LLC I ION) NE HOT SII I.E I. MIAMI SHORES. I L :IA Idtl Page 838 of 1842 MIAMI BEACH TENNIS M A MAG EM1INT The City is governed by the Government-in-the-Sunshine Law, and all Proposals and supporting documents shall be subject to disclosure es required by such law. All Proposals shall be submitted in sealed bid form and shall remain confidential to the extent permitted by Florida Statutes,until the dab and time selected for opening the responses, At Thal time, all documents received by the City shall become public records. Proposers are expected to make all disclosures and declarations as requested In (his RFP. By submission of a Proposal, the Proposer acknowledges and agrees that the City has the right to make any inquiry or investigation It deems appropriate to substantiate or supplement Information contained In the Proposal, and authorizes the release to the City of any and all information sought In such Inquiry or investigation. Each Proposer certifies that the Information contained in the Proposal Is two,accurate and complete,to the best of its knowledge,Information, and belief. Notwithstanding the foregoing or anything contained In the RFP, all Proposers agree that in the event of a final unappealable judgment by a court of competent jurisdictIon which Imposes on the City any liability arising out of this RFP, or any response thereto, or any action or Inaction by the City with respect thereto,such liability shall be limited to$10,000.00 as agreed-upon and liquidated damages. The previous sentence, however, shall not be construed to circumvent any of the other provisions of thle Disclosure and Disclaimer which Imposes no liability on the City. In the event of any differences In language between this Disclosure and Disclaimer and the balance of be RFP, it Is understood that the provisions of this Disclosure and Disclaimer shall always govern. The RFP and any disputes arising from the RFP shall be governed by and construed in accordance with the laws of the State of Florida. q� t� 11 ����..�,, ACCEPTEDi Q>\t✓t �C fLU A.T ¶ `M""�-'e' (NA F AND TITLE] %a.c Vt —SIV $ h„pA,3 3`(S.L [ ROANIZATION1 ! S'WIS4iydts (PR PNAME) miAMI REACH EFNNIS mANAGFMCMF LLC. 11079 ME 96tu SFN1Ei MIAMI Si-taREK. I I CII uI Page 839 of 1842 ca M1IAMIBE/ CIH LIVING WAGE CERTIFICATION Pursuant to Section 2-408(e) of the Miami Beech City Code, enlitlod Certification requited before payment. "Any and alt contracts for covered serviced may he voidable, and no funds may be released, unless prior to entering any agreement with the city for a covered services contract, the service contraetor2 certifies to the city that It will pay each of its covered employees no Ieso than the living wage described in section 2-408(a). A copy of this cerificate must he made available to the public upon request. The certificate, at a minimum,must Include the following: ' I, The name, address, and phone number of the covered employer, a local contact person, • and the specific project for lch the covered seMces contract Is sought; rI ; Project; lam paloe ,sics Yrs(', IrnnLe flIpi d ba,�er. Sve544 (..H-Liye i s f�lamiapo i A/WA y 1 Name of Contractor: Duan:afrn�h Trak- - ., ,.. e , G _ Short'Dirk• TsnmbLgvt, Contact person: 1-10w)c- Oiln _ Address: (CII we en., 3free..6, Ilium ShorcS,EC _3, ds I _ Phony number: 112to-4oa-46112vF _ t 2. The amount of the covered services contract, a brief description of the project or service provided and the city department the contract will serve; gg Amount of contract:sle,Coo Qer mooch no mi nlmal 0 uarcerr(ca( IRQ000). 3 abode CityDe artment s : tit,so, 4'l Mtl tt P ( ) �orpr t: �etreaVtun --� 4 t IN 1,25 ttiltr' Des Iption of service or prolept: , .r, u- 'd •roVesetana�l ennto Mona o,ienianal . reretir` t,I1ZSMk '!' :r c - s le ..' gin. ..I 4n . :v- ,re ark -0 -. _s. • 3. A statement of the wage levels for all emplovesg; �iJ�e uyII�. 'tilt IIS` , week o+ I .9dlGerhow. beHIfla�tbinegisr 04 .SFT a146f1 td b.i sok a'l71: ie .4- ex.. Ne ,rd c , , ------ dole-3fe>fc7—er rtn �. etn5r<mer ra8. r.. t. men• . 1 -Covered services'Contrarte Involving the ciNs expenditure of over$100,000 per year and which Include the following types of services: Food Preparation andfor Distribution; Security SaMcee; Rouble Maintenance Services such as Custodial, Cleaning,Refuse Removal,Repair,Refinishing and Recycling;Clerical or Other Non-SupeNIsnry Office Work (whether temporary or permanent); Transportation and PaMIng Services; Priding and Reproduollon Services; Landscaping,Lawn,and/orAgricultural Services;and Park end Pubo Property Maintenance, 2 "Service contractor` Is any Individual, corporation (whatder for profit or not for profit), partnership, limited lability company,joint venture,or other business entity who is conduathg business In Miami Sent,and who to either:(1)paid In whole or pert from one er more of the Cgy's general fund,copltel project funds,special revenue Nnds,or any other funds,whether by competitive bid process,lnfomml Ids,requestsforproposals,some form of sdlnitatioa,nagotlailon,er agreement,or any other decsloo to enter into a connect; or(2)engaged In the business of, or pad of, a contract to provide,or a subcontract la provide,services,for the benefit of the city.However,this doss not apply to contrecte related primarily to the sale of products or goods. RFP Tor,IMn.g men 21212013 Se Tent Mcnege,60 • Cbrof Meng meth Mm Page 840 of 1842 4. A commitment to pay all covered employees the IiNng wage, as defined by section 2-408(e) and Including, without !Imitation, any annual Indexes thereto (as provided In section 2- 408(d). Effective October 1, 2010, service contractors shall be required to pay all Its employees who provide services for covered service contracts,the hourly living wage rates listed below: • • Commencing with City fiscal year 2011-12 (October 1, 2011), the hourly Irving ,:age rate • will he $10.72Ihr with health benefits of et least $1.45/hr. and $12.171hr without benefits; and • Commencing with City fiscal year 2012.13 (October 1, 2012), the hourly living rate will be $11.28/hr with health benefits of at least$1.64/Ihr, and$12.92/hr without benefits. • The living wage rata and health cars benefits rate may, by Resolution of the City Commission be Indexed annually for Int/atlon using the Consumer Price Index for all Urban Consumers (CPI-U) • Miami/Ft. Lauderdale, Issued by the U S. Department of Labor's Bureau of Labor Statistics. Notwithstanding the preceding, no annual Index shall exceed three percent(3%). The City may also, by resolutlon, elect not to index the living wage rale In any particular year, if it determines it would not be fiscally sound to implement same (In a particular year). I further understand and agree and acknowledge that failure to comply with the Living Wage • Ordinance requirements shall constitute a material breach of the contract by which the Clty may Immediately terminate same. I declare under penalty or perjury under the laws of the State of Florida the;the foregoing Is tree and correct, and that I am authorized to bind this entity contractually. Executed this ID day of r/Iarck , In the year cr101a , at YCtylarni'bores , FL _ I04-1 IJE '7& \Sireel • • •two Mailing Address 40W1.6pv�Cr) t ltwa; & ores, a3313 ' Name of Signatory(please print) City,State,zip Code rabid + cc a Edits,- Title For more Information on the Living Wage or a copy of the Ordinance, refer to the City of Miami Beach website: jifftut/hvebd111amibeachf64oy/orocurement arty of Miami Beach I PROCUREMENT DIVISION 1700 Convention Center Drive j third floor j Mlaml Beach,FL 133139 T: 305,873.7490 I F: 786,394,4000 RPPNo:006-2013ME tante Management 111112013 06 0160 sty of Mlaml Bauch Page 841 of 1842 • aiaa2q, i gheite4 !h CAO C 0(1/1114 Weal° • March 8,2013 • To whom It may concern: • please allow this letter to serve as Introduction for Mr.Howie Oriln,principal of Tennis Management Services,Inc.RMS)and Miami Beach Tennis Management Lit. We have had the pleasure to work with Mr.Odin since 2002,the inception date of our contract for the operation and management of the tennis facility at Miami Shores Country Club. The Miami Shores Country Club term%facility Iscomprised ofa pro shop with six hard tru and three hard courts. Tennis Management Services,Inc.and Mr.Orlin have managed the complex since October 2002. During this time Mr.Orlin has demonstrated to be exceptionally well qualified and has provided excellent services to the Club and Its members We are very satisfied with Mr.Orlin's performance and the results he has delivered for our Club. Throughout the over ten years of our relationship,Mr.Odin has always met or exceeded the standards of court maintenance end customer satisfaction setfcrih In our contract. We are especially appreciative of Mr,Odin's dedication to the Club and the game of tennis.The member programming,Instructional services,community Involvement and revenue generation peva censSteatiy exceeded our level of expectation& We value our relationship with Tennis Management Services,Inc.and Mr.Orlin and will recommerd him and thecompanywlthaut hesitation to any dub or entityseeking professional tennis management service& Should you require any additional Information do not hesitate to contact me. Sincerely, • 30.a . Alberto Pont General Manager (305)795.2360e:t 101 • M.S.QC.OPERATED BY PROFESSIONAL COURSE MANACEIAENT • 10000 BISCAYNE BOULEVARD•M AMI SHORED,FLORIDA 93138 306.796-2360•FAX 30.5.796-2381 Page 842 of 1842 NOtourism Toronto Toronto Convention&Visitors AssedotIon March 11, 2013 Bruce Turkel CEO/ECD TURKEL Brands 2871 Oak Avenue Miami, Florida 33131 • Dear Bruce, It Is my pleasure to provide a letter of endorsement for you and your team - quite frankly at any time. My support stems from the many years we collaborated when I was Senior Vice President of Marketing &Tourism with the Greater Miami Convention &Visitors Bureau. In that magical run I had the privilege of not only your creative approach and Implementation, but your constant counsel and advice which was Invaluable to me as an administrator. I have been fortunate as well to continue to take advantage of your abilities as you have collaborated with us here in Toronto on numerous projects as I have looked at repositioning our reputation as a convention destination In my current capacity at Tourism Toronto. For anyone looking to engage your services, for me - the clear distinction Is not simply the creative approach - it was (and Is) you and your team's amazing ability to bring to market, if you will, Innovative and evolving Ideas and concepts that while distinctive and often bold are still solid in their Implementation. Your attention and delivery of both - Innovative yet tangible is what I find Incredibly invaluable. I wholeheartedly offer this letter of support and stand ready to provide additional commentary If called upon. My very best wishes, David Whitaker President & CEO queen's Quay Terminal of Hortaaurfronf 207 Quoem Quay West,Sub 590,Toronb,ON,CANADA M61 IA7 1al:416.203-2600•Fox:416-2036753 View Info:416203-2500•idl•FreiVisllor Info:I.000-363-0990 Webtife:wna.loronlofourism.com Page 843 of 1842 MIAMI BEACH TENNIS MANAGEMENT Miami Beach Fermis Management LLC FM INS No. 3( 2073474 MIAMI BEACH TENNIS MANAGEMENT I IC 11079 NF enlH SITPEFI MIAMI SHOPIIIIA IL 33136 Page 844 of 1842 Tennis Management Services Inc 03/26/13 Profit and Loss Standard January through December 2012 Jan - Dec'12 Ordinary Income/Expense Income Tennis Income 450,658.63 Total Income 450,65853 Cross Profit 450,658.63 Expense Advertising and Promotion (Advertising, marketing, graph) 30,037.00 Automobile Lease(Fuel, oil, repairs, and other) 8,569.03 Bank Service Charges (Bank account service fees, ba) 149.75 Camps disbursement 34,95693 Communication 8805.00 Consulting financial consulting 3,750.00 Total Consulting 3,750.00 .. Credit Card Fees 244.76 Dues and Subscriptions (Subscriptions and membership) 1,186.35 Food and beverages 8,870.66 Instructional Services 96,985.24 Insurance Expense (Insurance expenses) Insurance Medical 12,24862 insurance Expense (Insurance expenses) -Other 1,393.84 Total Insurance Expense (Insurance expenses) 13,642.46 License and taxes 2,914.71 Meals and Entertainment(Business meals and entertain) 4,610.00 Medical expenses 85.00 MSCC Reimbursement 19,812.01 Office Supplies(Office supplies expense) 6,047.87 Rent Expense (Rent paid for company offices) 13,926,56 Repairs and Maintenance(Incidental repairs and mainte) Landscaping 3,48500 • Supplies repairs and maintenanc 2,834.10 Tennis courts 8,358.98 Repairs and Maintenance(Incidental repairs and mainte) ... 36,777.00 Total Repairs arid Maintenance(Incidental repairs and mai.. 51,455.08 Travel Expense (Business-related travel expen) 4,457.31 Uniforms 1.29,60 Utilities(Water, electricity, garbage,) 15,576.12 Total Expense 328211,44 Net Ordinary Income 124,447.19 Net Income 124,447.19 Page 845 of 1842 Tennis Management Services Inc 03/26/73 Balance Sheet Standard As of December 31, 2012 Dec 31, '12 ASSETS Current Assets Checking/Savings BOA dk 2266 (BANK OF AMERICA) 3,614.87 Total Checking/Savings 3,614.87 Other Current Assets Shareholder dividend 168,875.00 Undeposited Funds 53,485.80 l otal Other Current Assets 222,360.80 Total Current Assets 225,975.67 TOTAL ASSETS 225,975.67 LIABILITIES & EQUITY Equity Dividends Paid (Dividends to shareholders) 20500.00 Retained Earnings (Undistributed earnings ... 81,028.48 Net Income 124,447.19 Total Equity 225,975.67 TOTAL LIABILITIES&EQUITY 225,975.67 Pann 1 Page 846 of 1842 SUPPORTING DOCUMENT Page 847 of 1842 i 0111100 , peal, il dip 4 Fil 0 Aro id abh. 0 A I 1079 NE 96th Street• Miami Shores, FL 33138 • USA T. +1 786,402 7984 •miamihenchtennismarva,ementalm Or Page 848 of 1842 Exhibit "D" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Page 849 of 1842 743//i nail- e,7-7oy • • • March H. 2012 Mayor Matti Herren Bower Mayor of City of Miami Beach 170G Convention Center Drive Miami Beach, FL 33138 Dear Mayer This letter confirms the agreement made by and among the City of Miami Beach, Florida ("City"). Coca-Cola Refreshments CSA. Inc. d/b(a Florida Coca-Cola Bottling Company (`Bottler")and Coca-Cola North America, a division of The Coca-Coto(:ompany ("Company", and collectively with Bottler, "Sponsor"),which sets forth certain exclusive rights granted to Bottler by City, as set forth in the 'term Sheet and Exhibits attached tlmrute,all of which arc attached hereto as Attachment A. 1. Tenn Sheet and Definitive Lgrccmmnt The Term Sheet and Exhibits attached thereto are hereby incorporated herein in their entirety. This letter and the Tenn Sheet,together with any other attachments referenced in either, will constitute a legally Nnding agreement (the''Agreeme t") when this letter is signed by all parties in the spaces provided below. All capitalized terms not defined in this letter shall have the meanings assigned to them in the"term Sheet. ibis letter shall prevail in the event of any conflict between the provisions of this letter and the Term Sheet. 2. Adverlisinr !tights (a) City agrees that Bottlers advertising shall be positioned at all times in such a manner that the adve tieing message is in no way obscured (electronically or otherwise) and is clearly visible to the general public. The Products shall bo prominently listed on any menu boards located at the Facilities and nil Equipment (as such term isaefined herein)dispensing Products shall be prominently identified with the appropn iIC trademarks/logos. (h) City further agrees that all Products wilt be dispensed in Sponsor's Equipment and that no other trademarked,equipment,coolers or containers will be permitted. 3. Product Rights (a) City shall purchase or shrill cause its Concessionaires to purchase,all Products,(and cups, lids and carbon dioxide,if applicable)directly from Bottler. (h) City hereby grants to Bottler the exclusive Beverage rights at the Facilities. except as may be otherwise provided for in this Agreement and Exhibits. (c) If City contracts a concessionaire, City will cause emsessiotmire to purchase from Bottler all requirements for Beverages (and cups, lids and carbon dioxide, if applicable). Such purchases wilt be node at prices and on terms set forth in Bottlers existing agreement with concessionaire, if any. If no agreement exists between concessionaire and Bottler, such p:rehases will be made at prices and on terns set forth in this Agreement. City acknowledges that there will be no duplication of allowances, Funding or benefits (including pricing)to City or concessionaire if concessionaire has an existing agreement with Bottler. . Exhibit "D" Page 850 of 1842 4. Equipment and Service (a) Bottler Equipinent and Service: Dur lag the Terni, Bolden will loan to City,pursuant to the tens of Bottler's equipment placement ngreenicrts,at no cost, that Beverage vending equipment reasonably iequh'ed and as mutually agreed upon to dispense Products al the Facilities("Bottler Equipment"). In addition, Bolder will provide al no charge regular mechanical repair reasonably needed tier Bottler Equipment,ns further outlined in Exhibit 7 to the Tenn Sheet, Prior to Bottler's installation of Bonler's Equipment ala particular Facility, the City shall provide Bottler with written eonfl mmlien that it has tandemed an Inspection of the electrical service at such Facility and that, based on such inspection, the City Ands that the electrical service al he Facility is proper and adequate for •installation of Bottler's Equipment. Notwithstanding the preceding, that any time following Bottler's installation of Bottler's Equipment at a Facility, Bother's Equipment is damaged as the direct result of defective electrical service at the facility, then the City will reimburse Bottler for the cost of repair or replacement, as the case may be, of Bottler's Equipment, pursuant to the filing of.a claim with the City's seltins,rance fund Notwithstanding the preceding, the City shall not be responsible nor liable to Bottler under this subsection for any damages to Bottler's Equipment which is not caused as a direct result of defective electrical service at a Facility (including, without limitation, any damage to Sealer's Equipment which is caused due to the negligence or misconduct of Bottler's employees,contractors,and/or agents,or front any other cause or act other Ilan Faulty electrical service). (h) TonittaitLEcigipment and Service: During the Tcrui, Compel1y will loan to City, pursuant to the terms of Company's equipment placement agreement, at no east, that Fountain Beverage dispensing equipment reasonably required and as mutually agreed upon to dispense ti quality i tintain Beverages at the Facilities ("Fountain Equipment)(collectively, Bother Equipment and Fountain Equipment are called "Equipment"). No ice makers or water filters will be provided. All Fountain Equipment provided by Company will at all times rcuain the property of Company and is subject Company's equipment agreement, but no lease payment will he charged. Tu The extent that Fountain Equipment leaned from Co inpany wider this Agreement is located at Facilities that are owned, controlled or managed by a concessionaire of City or other poisons not party to this Agreeincnt, City will include provisions in its agreemon is with such concessionaires that recognize that the Fountain Eq iipmenl is owned by Company and Ilial obligates the concessionaires to honor the tunes and conditions such equipment agreement. Company (or Bottler) will pivvide at no charge regular fleelai'enl repair reasonably needed for Fountain Equipment. Ally removal, remodel, relocation or reinstallation of dispensing equipment, haver changes, summerize/winterize, line changes. ar service necessitated by damage or eek ustmcnts to the equipment resulting from misuse,abuse, failure to follow operating instructions,service by unauthorized personnel. unnecessary calls (equipment was not plugged in, CO: or fountain syrup container was empty), or calls that are not the result of mechanical failing (collectively ".Special Service Calls'), ac riot considered regular service and will not be provided free of charge. Charges for Special Service Calls will be charged al Company's (or Bother's) then - currant rote ural will be invoiced on a semi-annual basis. Charges will include labor, travel time, parts, and administrative crusts. S. Comectitive Products Prohibited (a) City agrees that it will not knowingly geunil any Competitive Products to be sold, distributed, served,sampled, marketed,advertised, or promoted in any manner at the Facilities,or in association with City,the Facilities or the City trademarks,during the Term, except as outlined in this Agreement. (b) City agrees that City will not grant any rigltts, or enter kite any contractual'or other relationship, whereby City, the Facilities, and/or the City trademarks will be, or have the potential to be, associated in any manlier,with any Competitive Products,except as outlined in this Agreement and the Tern Sheet. • 2 • Page 851 of 1842 • (e) IC City learns of any Competitive Products being marketed, advertised,or prop eted in any manner which implies an association with City, Facilities or City trademarks thereinafter referred to as "Am Wall Marketing"), City will promptly notify Bottler in writing of the A;nbush Marketing;and also will promptly use its efforts, and cooperate in good faith with Bottler,to prevent or stop such Ambush Marketing in order to protect the exclusive associational rights granted to Bolder under this Agreement. peel motional Events Exception, See Exhibit S. (a) The City will provide Bottler with tro'Iccs Oath thirty (30)calendar Jays prior ambler)notice of each event which it intends to designate as a Special Promotional Fvent. (p The private, personal consmuptio I of Coutpetitive Products by athletes, coaching stalk musicians, actors, comedians, or oilier erltertaintnenl personalities appearing ant; performing al the Facility is allowed and will not be considered a Special Promotional Event. City shall use efforts to ensure such consumption is limited to private areas rind may not be permitted In any area of the Facility to which the public or any member of the print or electronic media has legal access. (g) Produce availability at Facilities for private events.A private event at a Facility shall mean the use - of a Facility, either through the rental of the Facility or through the issuance of a City-approved Special Event Permit, by a person(s) or business entity (les) (i.e. such as a corporation) which is not open or accessible to the general public either free or via a purchased ticket. For example purposes only. private events may Include, but not be limited, to the following: weddings, bar mitzvahfbat mitzvah and corporate events. Product availability and exclusivity at private events shall be handled as follows: Only Products will be sold, distributed. sampled or otherwise served at Facilities al any time. Notwillisumcing the foregoing, Competitive Products may be distributed at no cost by the user of the Facility for private events.provided that Products will continue to be the only Products sold distributed,sampled.or otherwise served by Facilities concession operations. (h) Product availability at Facilities as it relates to charitable events (including, events produced by nal-For-profit entities with wild lax exemption from the IRS)at Facilities or at City-Permitted Special Events(c4., Relay for Life, Aids Walk, American Cancer Society), shall be handled as follows: Only Products will be sold, distributed, sampled or otherwise served in Facilities at any Ii me. Notwithstanding the foregoing, Competitive Products may be distributed at no cosi by the charitable organization using the Facility provided that Products will continue to be the only Products sold, distributed, sampled, or otherwise served by Facilities concession operations and that Bottler had opportunity to supply Products for the charitable event and declined. 6. consideraLL (n) Fri£ag. Pricing(including price increases)will be implemented as outlined in theTernm Sheet. (h) Cy(it Card Readers and Emulate. I3oltler and City will mutually agree to lostall credit card readers in select Beverage dispensers, which are identi fled as high traffic locations. Bottler will pay for the credit card readers in an aggregate amount of not to exceed Ten Thousand Dollars (.610,000). This funding will be •earned over the Term of the Agreement. City shall have no responsibility to fund any overage for payment of the credit card readers should they exceed Ten Thousand Dollars ($10,000), Bottler shall he responsible for all maintenance and repair of the credit card waders. Upon lerminntion or expiration of the Agreement, City shell return all credit card readers to Bottler. 7. Trademarks;Approv js, (a) City acknowledges that The Coxa-Cola Company b the owner of all right and title in the trademarks"Coca- Coln","Diet Coke'',"Sprite","DASANI" "Minute Maid","POWERADE","Tanto""vttnminwater""Full Throttle", "N05"and other trademarks of The Coca-Cola Company,and it acquires no rights whatsoever in these trademarks 3 Page 852 of 1842 by virtue of this Agreement. City agrees to submit ell proposed uses of The Coen-Cola Company marks to Sponsor for approval prior to use,but such approval shill not be unreasonably withheld. Ih) Bottler acknowledges that City is the owner of all right and tide in the service mark-'MiamiBeach'and that Bottler acquires no rights whatsoever in the service mark by virtue of this Agreement. Bottler shall have the right to use the City's service mark during the Tenn in connection with its marketing activities at the Facilities. Bottler agrees to submit all proposed uses of City's service marks in City for approval prior to use, hut such approval shall not be unreasonably withheld. 8. Terminatcn (a) Not w 11*tat ding the other provisions of this Agiecmcut, if any federal, stute or local law, rule, regulation or order prohibits, restricts or in any mango interferes with the sale or advertising of Beverages at any time during the Term of this Agreement, and the City fails to cure such breach within thirty (30) days following written notice of same irons Bottler then, at is option, Bottler may terminate this Agreement and City shall (i) • return any Equipment, and(ii) pay to Bottler the unearned portion of pre-paid Sponsorship Fees for the Algaement Year in which the termination occurs(pro-ruled through the dote of termination),if any.as well as any other upfront Funding deemed earned over the Tenn,if any,prorated through the date of tertr)nation. (h) City represents and warrants that it has full right and authority to enter into this Agreement and to grant and convey to Bottler the rights set lonh herein. In the event of expiration or revocation of such authority,and if the City fails to cure such breach within thirty(30)days following revocation of full right and authority, 'he,at its option, Bottler may terminate this Agreement, mrd City shall (i) return any Bquipmen:; and (ii) pay to Bottler the unearned portion of pro-paid Sponsorship Fees for the Agreement Year in wide]) the termination occurs(pro-rated through the date of termination), if any, as well as any other upfront funding deemed earned over the Term,if any, pro-rated through the date of tennination,. (c) If Bottler breaches any of Its material obligations under this Agreen'.ent, and fails to cure such breach within thirty (30) days lbllowing written notice of same from the City, then City may terminate this Agreement and Hotter shall remove ail Equipment front the Facilities,rind the City shall be entitled to retain the earned portion or any pre-paid Sponsorship Fees for the Agreement Year in which the termination occurs(pro-rated through the dare of termination),i f any;other upfront funding deemed earned over the Term, if any,prorated through the dare of termination; and any ices or payments due for the Agreement year in which the termination occurs,such as commission lees,if any. (d) Nofw ithsmadlrig the above.nothing in this section shall operate to restrict any other re nedics that either party may have against the other in the event of a material breach by a defaulting party. 9. Insurance The Bottler acknowledges that the City is self-insured.as provided in Attachment 13 to this Agreement. Bottler shall, at its sole cost and expense,obtain, provide and main Min, during the Term,the following types and amounts of insurance, which shall be maintained with Insurers licensed to sell insurance in the State of Florida and have a B+ VI or higher rating in the latest edition of AM Bests Insurance Guide; I) Commercial General Liability. A policy including but not limited to, commercial general liability, Including bodily injury, personal injury, property damage, in the amount of$1,000,000 per occurrence, Coverage shall be provided on an occurrence basis.. 4 Page 853 of 1842 2) Workers' Compensation per the statutory limits of the State of Florida and Fmployer's Liability Insurance. 3) Automobile Liability-$4000,000 combined single limn for all ow nod/non-awned/hi red autonohiles. Said policiesof insurance shall be primary for Sponsor/Flottler's negligence only to and contributing with any other inswanee maintained by Bottler or City, and all shall mune City of Miami Beach, Florida as an additional insured on the commercial general liability and automobile liability policies. Sponsor shall provide thirty (30) days written notice to City prior to policy cancellation. Bottler shall the and maintain certificates of the above insurance policies with the City's Risk Management Department showing said policies to be in full Ibrce and effect at all times during the Term. 10. Notices Any notice or other Communication under this Agreement must be in writing and must he sew by registered mail or by an overnight courier service (such as Federal Express)that provides a confirming receipt. A copy of the notice must be sant by Fax when the notice is sent by mail or courier. Notice is considered duly given when h is properly addressed and deposited (postage prepaid) in the mall or delivered to the courier. Unless otherwise designa ted by the parties, notice roust be sent to the Following addresses: (A) Notice to Sponsor. Coca-Cola Refreshments USA, Inc. d/b/a Florida Coca-Cola Bottling Company 3350 Pembroke Road Hollywood, Florida 33021 Attention: VA'. Market Unit, South Florida Fax: 954-986-3173 Ticket Addressee: V.P. Market Unit,South Florida Fax: 954-986-3173 With a copy to'. Coca-Cola Refreshments USA, Inc. 2500 Windy Ridge Pkwy Atlanta,Georgia 30339 Attention: General Counsel (B) Notice to City. City of Miami Beach 1 700 Convention Center Drive Miami Beach,Florida 33138 Attention: Hilda Fernandez Fax: 305-673-7782 I. Govcrnimo Uwe • This Agreement and ally dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Florida,without reference to its conilict of law rules. 12. Compliance with Law 5 Page 854 of 1842 Each of the parties hereto agrees that ii will, in its perfeni nee of i Is obligations hereunder,.fully comply with all applicable laws, regulations and ordinances or all relevant authorities and shall obtain all licenses, regishntio is or other approvals required in order to fully perform its obligations hereunder. i. Retentio�Rights No party shall obtain, by this Agreemeit,any right, title or interest in the lrademnrks of the other, nor shall this Agreement give uny party the right to use, refer to. or incorporate in marketing or other materials the name. logos, trudemaris, service marks or copyrights of the other, except as may be expressly provided and authorized herein. 14. Jmy..Waiyer EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY ANI) INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION MTh THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES. TEES WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING,WHETHER ARISING IN CONTRACT,TORT OR OTHERWISE. 15. Entire Agreement This Agreement and ids exhibits contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be assigned without the prior written consent of all parties; provided, however, that Bottler may assipm this Agreement in connection with its reorganization or Ike sale of all or substantially all of is assets. All amendments to or waivers of this Agreement must be in writing signed by all the pal ties. fS The ncr nrn Company,ItetIng by and d through City of Miami Beach Its Coca-ColaNorth Yt �)vISiUI By:tlit Name: ydt�1 I -,�6.�„DowerM7[./rJpVTy-/eel • SPrint Name: Na • etr mayOP,.. ,S Y VP . Om �,'I/eS rule: Title: _ y),6f12 Coca-Cola Refreshments USA, Inc. d!b/a Florida Coca-Coln Bottling Company By: -- � Print Name: .91b01 Tial f • Title: G!_• di-OLIO- APPROVED AS TO ------ .A„ FORM R LANGUAGE Br, &FOR / CUTION • 3-i5' Z = , �� Agt4 .- ' 1 Ppt.DaATTEST ------ j br`yeti 8 Page 855 of 1842 Attachment A TERM SHEET EXCLUSIVE NON-ALCOHOLIC BEVERAGE AGREEMENT CITY OF MIAMI BEACH AND COCA-COLA REFRESHMENTS USA, INC. and COCA-COLA NORTH AMERICA, A DIVISION OF THE COCA-COLA COMPANY 1. DEFINITIONS: • Bottler: Coca-Cola Refreshments USA, Inc. d/b/a Florida Coca-Cob Bottling Company Company: Coca-Cola North America, a division of The Coca-Cola Company Sponsor: Collectively, "Bottler" and "Company" City: City of Miami Beach Agreement: Exclusive Non-Alcoholic Beverage Agreement Facilities: Includes the following Miami Beach property. including any land, building, structures and/or other facilities thereon: Miami Beach Golf Club; the Normandy Shores Golf Club; The Fillmore Miami Beach at the Jackie Gleason Theater (upon the expiration of the current management agreement); the Miami Beach Convention Center; all currently existing City of Miami Beach owned parks and recreational facilities; all currently existing City of Miami Beach owned public parking garages which are either directly operated by the City, through its Parking System, or by a third party who, pursuant to a management or concession agreement with the City, is contractually authorized to operate and manage such : garage on behalf of the City; all currently existing public beachfront concessions which are either directly operated by the City or by a third party who, pursuant to a concession or management agreement with the City, is contractually authorized to operate and manage such concession on behalf of the City; and any additional future Facilities or expansion of existing or future Facilities, including but not limited to, the concession facilities at 2161 and 461h street and at South Pointe Park and the Miami. Beach Convention Center facility expansion, except as may be otherwise be excluded in the Agreement. Beveraj all non-alcoholic beverages of any kind including but Page 856 of 1842 ! not limited to coffee products; tea products; concentrated energy thinks, including those in small servings; protein- enhanced dairy beverages; frozen drinks (e.g. ICEE) and smoothies made from concentrate; and the pre-mix and/or post-mix syrups used to prepare fountain Beverages. "Beverage" or "Beverages" shall not include dairy products except as noted above (e.g. milk, yogurt, ice cream), water drawn from the public water supply, or unbranded juice • squeezed fresh at the Facilities. Products: Beverage products purchased directly from Bottler, or with written Bottler approval from, or Bottler's authorized distributor, or sold through vending machines owned and stocked exclusively by Bottler. Corn etitive Prod cts: Beverages which are not Products. 2, AGREEMENT TERM; The Term shall begin January 1, 2012 and will continue until December 31, 2021 (the "Term"). When used in this Term Sheet, the term "Agreement Year" means each consecutive twelve-month period during the Term, beginning with the first day of the Term. • 3. EFFECTIVE DATE: January 1, 2012 _ 4. EXPIRATION DATE: December 31, 2021 as to all Facilities • 5. SPONSORSHIP FEE: $3,725,000 for the Tenn of the Agreement. • First installment of $800,000 (includes sponsorship fee for • Agreement Year One and signing bonus)will be paid within ' sixty (60) days of execution of the Agreement by all parties. The portion pertaining to the signing bonus ($475,000) will be deemed earned over the Term and the portion pertaining to the sponsorship fee for the Agreement Year One ($325,000) shall be deemed earned evenly on a monthly basis during the first Agreement Year. • $325,000 due each Agreement Year thereafter during the Term of the Agreement, due upon the anniversary date of the Agreement and will be deemed earned over the Agreement Year. (Subject to purchase of a minimum of 22,500 cases of bottles/cans per year.) 6. COMMISSIONS: Commissions to be paid quarterly in arrears by Bottler to City based upon cash collected less taxes and as per the Commission Rate Structure according to Bottler's sales records. (Exhibit 1) 7. COMMUNITY: _ SUPPORT/_ Bottler will provide City with a total of $17,500 In cash for the 2 • Page 857 of 1842 • COMPLIMENTARY purchase of equipment or other products (mutually agreed PRODUCT; upon) Bottler shall provide City, upon City's request, with up to 450 standard physical cases of complimentary Product (12 ounce 080 cans and/or DASANI 12 ounce bottles) per Agreement year for a Product bank to be used by the City. If City does not request complimentary Product by the end of each year, any remaining complimentary Product shall be retained by Bottler with no further obligation to Account. Bottler will provide com•limentary Product donation report upon Account's request_ 8. ADVERTISING & SPONSORSHIP: Bottler has the exclusive right to advertise Products (i) at the Facilities and (il) in connection with the Facilities. No permanent or temporary advertising, signage or trademark visibility for Competitive Products are permitted anywhere at the Facilities, except as permitted pursuant to the Agreement. Advertising rights are further delineated in Exhibit 2. Bottler has the exclusive right to advertise the Products as the "Official" or "Exclusive" soft drink, sports drink, dairy-based protein think, water, tea, energy drink, and/or juice or juice drink, etc, of the Facilities, of the City of Miami Beach and of South Beach. Bottler will be the exclusive advertiser of Products associated with the Facilities. 9. PRODUCT RIGHTS: Bottler has the exclusive right to sell or distribute Products at the Facilities. No Competitive Products may be sold, dispensed. sampled or served anywhere at the Facilities, or on the City's • public rights-of-ways, except as may otherwise be provided for In this Agreement 10.EXCEPTIONS: --_-------- _ ---- Except For those Facilities specifically enumerated in Section • 1., "Facilities" shall NOT include any City of Miami Beach property (including any City-owned land, buildings, structures, and/or other facilities thereon) which—as of the Effective Date—is used, occupied, controlled, and/or managed and operated by a third party Or parties) pursuant to any of the following agreements between the .CIty and such third party(ies): (i) lease agreement; (0) concession agreement; (iii) operation and management agreement (iv) development agreement; (v) easement agreement; (vi) license and/or use agreement; (vii) revocable permit; and/or(viii) any other written instrument between the City and such third party(les) which establishes a contractual right on behalf of such third partydes) for the use and/or occupancy of City property. This shall include, but not be limited to, any City property occupied by a tenant through a lease or rental agreement (including, without limitation, leases or rental agreements for office, J Page 858 of 1842 retail, and/or commercial uses(s) in City-owned. buildings); any City property managed and operated, and/or otherwise used, by a third partypes) pursuant to a management agreement or concession agreement; private upland owner beachfront concessions which are issued a permit by the City (and which are neither operated directly by the City, nor by a third party on behalf of and pursuant to a contract with the City); sidewalk cafes which are issued a permit to operated pursuant to the City's Sidewalk Café Ordinance, as may be amended from time to time; "public-private" projects developed and constructed pursuant to a Development Agreement (pursuant to the requirements of the Florida Local Government Development Agreement Act under Chapter 163, Florida Statutes); any hotel or retail development related to the expansion of the Miami Beach Convention Center that is not managed as part of the Convention Center operations (e.g. adjacent commercial retail, hotel, etc.); public bus shelter advertising managed by a third party under contract with the City; and advertising permitted pursuant to the City's current agreement for the public bike-share concession. Notwithstanding the preceding, the City will: i) make reasonable good faith efforts to meet with the bike-share concessionaire and negotiate an amendment to the existing bike-share concession agreement, which must also be subject to agreement by the bike-share concessionaire, to prohibit the bike-sham concessionaire from advertising Competitive Products; H) if City renews the bike-share concession agreement with the bike-share concessionaire, then, as a condition to such renewal, the City Manager will recommend that such renewal be conditioned that such renewal include a term prohibiting the bike-share cdncessionaire from • advertising Competitive Products; and Hi) no advertising of Competitive Products shall be permitted on bike-share station kiosks during the Term should the City, after the Effective j Date, approve advertising for placement on bike-share kiosks. Should the City enter into any new bike-share agreements during the Term, no advertising of Competitive Products shall be permitted on the bicycles used for that bike-share agreement(s). Further, for the following locations which are under a pre- existing concession and/or use agreement (i.e. in effect prior to the Effective Date of the Agreement) with a Competitive Products supplier, those Facilities will come under this Agreement after such Competitive Products agreement is terminated or expires, or until such time as the concession or use agreement with the City for those Facilities is terminated, -_, ex.ires or is subject to any renewal provisions, The current Page 859 of 1842 list of such facilities, and their expiration dates, are as follows: 1) 21`t Street/46lb Street Beachfront Concession/Tim Wilcox, Inc. -- 11/30/2012 2) South Pointe Park Concession/Blissberry— 11/30/2012 3) Normandy Isle Pool Concession Stand/E. Gomez— 11/09/2011 City agrees that it will not knowingly permit any Competitive Products to be sold, distributed, served, sampled marketed, advertised or promoted at the Facilities, or in association with City, except, and as further explained, In Exhibit 8: • Third party exhibitor set ups at Facilities or during City- Permitted Special Events in accordance with the City's I Special Event Permit Guidelines, as same may be amended from time to time. • Charitable events at Facilities or at City-Permitted Special Events where Competitive Product are donated to the charitable event; • Availability at City-Permitted Special Events only within Special Event Permit Area (as such term is defined in the City's Special Event Permit Guidelines, as same may be amended from time to time). • Up to four (4) sponsorship events at the Miami Beach Golf Club, and up to four (4) sponsorship events at the Normandy Shores Golf Club each Agreement year; • up to three (3) sponsorship events at the Miami Beach Convention Center each Agreement Year (the number • limitation for the sponsorship events at the Miami Beach Convention Center is subject to a review after three (3) Agreement Years); • a mutually agreed upon number of sponsorship events at . I the Fillmore Miami Beach at the Jackie Gleason Theater (upon expiration of the existing managemert agreement); and • up to four (4) City-issued Special Event Permits for a "City Approved Major Sponsorship Public Event", each Agreement Year, which includes an event sponsored by a manufacturer, distributor, or marketer of Competitive Products under a master sponsorship agreement with the owner or operator of the sponsorship event; an event conducted on a national or regional multi-market basis; and/or an event where a competitor is the presenting, title or other primary sponsor of the event. The number limitation for City-Issued Special Events is subject to a review after three (3)9reement Years. 5 Page 860 of 1842 • • • ---- Whenever pspossible, thirdit will make reasonable make reasogood faith encourageefforts tc party users of the Golf Courses and Convention Center, and Special Event organizers, to use • Bottlers Products for their non-alcoholic beverage needs. Since third party organizers who apply for Special Event Permits will be permitted to sell only Bottlers Products, City will amend City's Special Events Permit Application and City will provide Sponsor contact information through the City's Bolder Events Permit Application process. _ 11.MARKETING• r PROGAM: ' Bottler agrees to provide Account with annual in-kind marketing support fund with an approximate retail value of Two Hundred Thousand Five Hundred Dollars ($200.500) as further delineated in Exhibit 3. 12.RECYCLING PARTNER: Bottler shall be designated the official "Recycling Partner" of Account. In consideration of this designation, Bottler shall provide, at their cost, the services/products delineated in Exhibit 4, with a minimum total value of $15,000, and up to $25,000 over the entire Tenn____ 13.VENDING PROGRAM/OTHER City agrees that Bottler shall place a minimum of sixty-five (65) EQUIPMENT Product vending machines in mutually agreed upon locations at the Facilities, and Bottler will loan to City at no cost, Beverage dispensing equipment as reasonably required and as mutually agreed upon to dispense Products at the Facilities, I and in accordance with Exhibit 5. 14.CITY SUPPORT: In consideration of the partnership, City grants to Bottler: Twenty-six (26) rounds of golf each Agreement Year (max of • eight during peak season; no more than twelve at Miami Beach Golf Course; benefit does not roll over); a minimum of four (4) free tickets to at least six (6) ticketed events at Facilities each Agreement Year, subject to avallability (e.g. Art . Basel Miami Beach, Auto Show, South Beach Comedy Festival at the Fillmore, etc.). Additional tickets will be provider! as available. Benefit does not roll over, 15.PRICING: Bottle/Can Pricing. City is entitled to purchase bottle/can Products from Bottler in accordance with the price schedule • set forth in Exhibit 6; prices shall remain in effect until July 31, 2012. Thereafter, such prices will be subject to an annual increase of no more than four percent (4%) over the previous Agreement Years price. Fountain Products or Georgia Coffee Pricing: Bottler will sell fountain Products to City at the National Account .rices as • • 6 Page 861 of 1842 announced by the Bottler in January of each year. Georgia-1 Coffee pricing shall be provided quarterly based on commodity markets. Purchasing: All Product shall be purchased directly from Bottler, except for those Products that Bottler identifies can be -purchased from an authorized Coca-Cola distributor. 16.TERMINATION: If City breaches any of its material obligations set forth in this Agreement, and fails to cure such breach within thirty (30) days following written notice of same from Bottler, then, Bottler may terminate this Agreement, and City shall (4) return any Equipment, and (ll) pay to Bottler the unearned portion of any pre-pall Sponsorship Fees for the Acreement Year in which the termination occurs (pro-rated through the date of termination). If Bottler breaches any of its material obligations set forth in this Agreement, and fails to cure such breach within thirty (30) days following written notice of same from City, then, City may terminate this Agreement, and Bottler shall (i) remove any Equipment, and (ll) pay to City the earned portion of any pre- paid Sponsorship Fees or other foes or payments due for the Agreement year in which the termination occurs (pro-rated through the date of termination). City shall not be in default in the event of any claim filed in relation to City's restriction on Competitive Product sampling; provided, however, the Bottler shall have the following remedies: 1) ability to renegotiate financial terms, as appropriate, within a specified time (e.g. 90 clays); or, 2) failing to negotiate terms acceptable to both parties within specified time, Bottler may terminate the Agreement, and City shall (i) return any Equipment. and (ii) pay to Bottler the unearned portion of any pre-paid Sponsorship Fees for the Agreement Year in which the termination occurs (pro-rated through the date of termination). Nothing in this section shall operate to restrict either party's other remedies in the event of a material breach b the other. 17.MAINTENANCE & SERVICE: Bottler agrees to provide reasonable service and maintenance for the equipment during the Term. City shall allow Bottler lo enter its premises for the purpose of inspection or performance of such maintenance and repair, or necessary replacement or return of the equipment. Bottler and City will establish a mutually agreed upon refund bank and customer service .rogram, as delineated in Exhibit 7. 18.REPORTS/AUDITING: Bother will provide an annual business review report within 90 7 Page 862 of 1842 • • days following each Agreement Year during ',the Term; • Commission reports will be provided monthly. The format of such reports shall be mutually agreed upon. City has the right to audit/inspect account statements with reasonable prior • notice :o Bottler and during normal business hours. If City requests an audit, City agrees to pay for such audit, Account records must be retained for a minimum of two (2) Agreement Years after the payment of the annual Sponsorship Fee is paid, in addition to the current Agreement Year of the Term, • and for two (2) Agreement Years following expiration or termination of the Agreement. • • Page 863 of 1842 Exhibit 1 to Term Sheet COMMISSIONS • Workplace Facilities (City Hall, Police Station, and other City Facilities): Product Vend Price Commission Rate 20 oz. PET carhonatec/NEST EA® $1.25 30% 20 oz. PET Minute Maid® $1.25 30% 20 oz. PET DASANIO $1.25 30% 300 ml PET DASANIO $0.75 30% 20 oz. PET POWERADEO $1.50 30% 20 oz. PET vitaminwaterbt� $1.75 15% 16 oz. cans Energy Beverages $2.00 30% 16.5 oz. PET FUZE ® $2.00 15% 15.2 oz. PET Minute Maid®Juices to Go $1.50 15% All other public locations (such as South Beach): product Vend Price Commission Rate 20 oz. PET carbonated/NESTEA® $1 50 30% 20 oz. PET Minute Maid® $1.50 30% 20 oz. PET DASANIO $1.50 30% 300 ml PET DASANIO $1.00 30% 20 oz. PET POWERADE® $1.75 30% 20 oz. PET vltaininwater® $2.00 15% 16 oz. cans Energy Beverages $2.25 30% 16.5 oz. PET FUZE® $2.25 15% 15.2 oz. PET Minute Maid®Juices to Go $1.75 15% • In Agreement Years Four and Seven, the Vend Prices will increase by twenty-five cents fur each Product listed above. For example, in Agreement Year Four, 300m1. DASANI will Increase to $1.00 Vend Price and then in Agreement Year Seven, 300m1. DASANI will increase an additional twenty- five cents to $1.25. The Commission Rates will not change during the Term of this Agreement. There are two vend fates (one for workplace and one for public locations) that will be outlined in the fina format agreement between the parties, but note that commission rates will remain the same. Commissions are paid based upon cash collected after deducting taxes, deposits, recycling fees, other handling fees, communication charges and credit and debit card fees, if any Commissions shall not be payable on any sales from vending machines not filled or serviced exclusively by Bottler. Bottler may adjust the vend prices and/or commission rates as necessary to refect changes in its costs, including cost of goods, upon prior written notice and approval by City. Commissions will be paid each month following the month in which they are earned, with an accounting of all sales and monies in a form reasonably satisfactory to the City, and shall become immediate property of City. 9 Page 864 of 1842 Exhibit 2 to Term Sheet ADVERTISING RIGHTS .(Except as otherwise noted, the following rights may not be transferred or assigned by Bottler) 1. Recognition of Bottler as the'Official Non-Alcoholic Beverage Sponsor"of City. Official status will include Official Status Recognition for City across all non-alcoholic beverage categories i.e. 'Coca-Cola Official Soft Drink of Miami Beach" and Official Status Recognition for South Beach across all non alcoholic beverage categories (I.e. "POWERADE Official Sports Drink for South Beach") 2. Official Sponsor Status (for Products) of all City-produced citywide Special Events, whether now existing or as may exist In the future (i.e. including, without limitatIon, and for example purposes only Sleepless Nights); Bottler to have highest sponsorship level and benefits available other than presenting or title sponsorship. In addition, Bottler will he recognized as the "Title Sponsor" of City's "Fire on the 4i Annual Independence Day Celebration' each Agreement Year during the Term. 3 Recognition of Bottler as the "Official Recycling Partner" for the City of Miami Beach & South Beach • 4. Joint Bolter/City Logo placement on City and City-related websites (e.g. Miami Beach Convention Center, Miami Beach Golf Club, Normandy Shores Golf Club, Miami Beach Culture web site (MBCulture.com); and any other City websites, whether now existing or as may exist in the future, to such extent as permitted by any federal or state regulations on.gov domains, City will use reasonable commercial efforts to include joint Bottler/City Logo on all printed convention and tourism materials, as appropriate and available. 5 Waiver of any Special Event Permit and/or Permit Application Fees for Bottlers use of certain Account Facilities for up to two (2) mutually agreed upon events per Agreement Year based on availability. For purposes of the Special Event Permit and/or Permit Application Fee waiver. these Facilities shall Include public beachfront areas and Parks and Recreation facilities where Special Events are permitted. All other fees and costs of production, including but not limited to, taxes, security, sanitation, etc, shall be the responsibility of Bottler. Right tray not be transferred or assigned. 6. Waiver of any rental or use fees for Bottlers use of certain City Facilities for up to (two) 2 mutually agreed upon events per Agreement Year, based on availability. For purposes of the rental or use fee waiver, these Facilities shall include the use of meeting room space or ballroom space at the Miami Beach Convention Center.All other fees and costs of production, including but riot limited to taxes, security, audio/visual, decoration, etc., shall be the responsibility of the Bottler. Right may not be transferred or assigned. 7. Unlimited. royalty-free Product sampling at City produced and/or sponsored events; Royalty-free Product sampling permits per Agreement Year, as follows: 46 permits each Agreement Year, but permits will be limited to not more than six (8) permits In any one month period. Right may not be transferred or assigned. If Sponsor does not use all 48 permits by the end of each Agreement Year. any remaining permits will not roll-over to the following Agreement Year, but will be forfeited. 6. Mutual agreement on the development and use of a Joint logo between Bottler and Account. a Right to use mutually agreed upon joint logo on any point-of-sale, marketing materials, and/or signage that may be mutually agreed upon. 10. Royalty-free advertisement In City's magazine (l.e. MB Magazine); minimum of a quarter page each Issue; larger ad size as may be available. Right may be transferred or assigned. 11. Royalty-free prominent advertisement In any Special Promotional Event programs or collaterals produced for City-produced citywide Special Promotional Events (I.e. including, without limitation, July 4e and Sleepless Nights). City shall use best efforts to 'provide a full page ad. I() Page 865 of 1842 12.The right to brand City's public beach concession area(s) with approved Bottler and City joint branding graphics (e.g. concession stands, storage shed, umbrellas, etc.), subject to proposed branding meeting ail necessary administrative and regulatory approvals. Implementation of any approved branding shall he at the Bottler's expense. All trademark • usage must be pre-approved prior to usage. The erection of any other signage other than vending machine display shall be subject to approval by the City. 13.One Royalty-free joint City/Bottler message PSA advertising panel at the G" and Alton bus shelter; production/installation costs paid cy Bottler. Minimum of full use of one PSA ad panel for the entire term of the Agreement. 14. Minimum of one (1) Royalty-free advertising panel at the 51" and Alton bus shelter, on a space availability(remnant)basis; production/installation costs paid by Bottler, Right may be transferred or assigned. 15. Minimum of one (1) one-month Royalty-free electronic joint City/Bottler message PSA run on Atlantic Broadband and Welcome Channel; Additional months based on ongoing availability; 16, Minimum of one (I)unlimited run on MBTV of City/Bottler message PSA; 17. Rnyally-tree POF ticket ad based on space availability, production costs paid by Bottler. Right may be transferred or assigned. The parties agree to perform such additional marketing activities, as the parties may mutually agree upon to drive traffic to the Facilities and to Increase Product sales. • • II • Page 866 of 1842 Exhibit 3 to Term Sheet ' MARKETING PROGRAM • Bottler shall provide City for approval with the proposed annual marketing plan for promotion of the partnership no later than ninety (90) days prior to the beginning of each Agreement Year, except for the first Agreement Year when the marketing plan shall be provided to the Clty within ninety(90) days after execution of Agreement. The annual value of the marketing plan shall be no less than $200,500, as determined In good faith by Bottler and based on generally accepted marketing • values. Some examples of activation may include the following; however, actual marketing programs will depend on availability of these programs. • Inclusion of the City in the My Coke Rewards program, or other customer reward program offered by Bottler, through an annual promotional program (e.g. sweepstakes): estimated value $100,000, or equivalent value.Activation based on availability • Truck-back promotions program •value. $24,0001year based on availability • Box Topper program or other similar high-visibilily promotional program; value: $25,000fyear • Neck Ringer program: a Neck Ringer program shall be available with a minimum distribution of neck ringers • Touring Program: Bottler will br ng the Open Flappiness Tour, or such other promotional touring program offered by Bottler, to the City based on availability. • Dottier to develop and implement at least five (5) strategic marketing partnerships with the Account and the Bottler's other sponsorship partners during the Term of the Agreement. Such strategic marketing partnerships may Include, but are not limited to, cross promotion, product, tickets, etc., with other brands or products currently under a sponsorship or other promotlonallmerketing agreement with the Bottler, • Lebron Jaynes Event/celebrity event; value: $45,000 based on availability, or equivalent value City acknowledges the Intent of the Bottler to develop a Joint marketing logo incorporating the Bottler's mark and the City's mark. Bottler shall obtain approval from the City, in writing, of the joint logo for use in promotion of the Agreement, including, but not limited to, its use In all commercial, marketing, media advertisements, web sites and promotional products. A party's use of the other party's marks In promotions, on products and signage, shall be first approved by the other party in writing, and all uses of a party's marks shall be acknowledged as that party's intellectual property and include appropriate trademark notices. • • The parties agree to perform those additional marketing activities, as the parties may mutually agree upon to drive traffic to the Facilities and to increase Product sales. City agrees to provide Bottler with reasonable marketing assets inventory(e.g., to be used with a My Coke Rewards national consumer sweepstakes, cr other such similar sweepstakes) for mutually agreed upon promotions each year during the Term to promote Bottler Products and City. • 12 • • Page 867 of 1842 • Exhibit 4 to Term Sheet • RECYCLING PARTNERSHIP Bottler shall be designated the official "Recycling Partner" of City. Bottler shall provide, at its cost, the following services/products (value of$15,000.$25,000): • Assess, consult and offer a Recycling Program Plan for bottleican recycling initiatives • Propose messaging strategy for the City's bottle/can recycling initiatives (within 90 days after execution of Agreement) • Provide Temporary recycling bins for special events(minimum of 30)to City at Bottler's cost; • Provide Recycling bins for placement in Facilities or agreed upon public areas (minimum of 15) to City at Bottler's cost;design subject to review and approval of City; • Place reverse vending machines (crushers) In vending banks in the Facilities; minimum of five • (5)crushers placed during the first five Agreement Years of the Term, at Bottlers cost. • Use of Recycling Educational Vehicle (REV,) or other Education Recycling material, at City events, scheduled at least one time every 10 months during the Term. I3 Page 868 of 1842 Exhibit 5 to Term Sheet • VENDING PROGRAM Bottler shall place, at their cost, all vending machines in agreed upon locations pursuant to the following: 1) Bottler shall provide to City within 90 days after execution of Agreement the proposed equipment plan for the Agreement Term: to include the machine allocation plan by type (e.g. interactive vending machines, glass front etc.) and location, equipment replacement schedule; and vend front replacement arid schedule for existing vending machines that need the vend front replaced. All equipment shall be UL energy star rated. 2) Bottler shall install vending machines within 180 days after the proposed equipment plan has been approved by all parties. Both parties agree that the Installation of vending machines shall be completed within 180 days after the proposed equipment plan has been approved by all parties, Agreement execution, The already approved beach thematic vend fronts will be used unless other mutually agreed upon vend fronts have been selected and approved, and if beach thematic vend fronts are available. The vend fronts shall include advertising panels for use by the City, as approved by Bottler, previded that the vending machines are equipped with advertising panel(s). Bottler shall pay all costs for the production and installation of the City vend front advertising panels. A minimum of two (2) and a maximum of four(4) City vend panel ads shall be produced/installed each Agreement Year. 3) Bottler shall provide within 90 days after execi.tion of Agreement the proposed credit card reader Installation plan and schedule. All credit card reader installation shall be completed within Agreement Year One. 4) City shall provide all electrical power necessary to operate the vending machines, and City shall pay up to $200 for the cost of any electrical modifications or connections necessary to accommodate any new vending machine placement, upon mutual agreement of the proposed location for the placement of the vending machine. 5) All vending machines remain the property of the Bottler. 6) Bottler shall provide a product list to the City to be included in the vending program. Any • changes to the Product list shall be provided to the Account prior to Product placement in a vending machine. Bottler shall work with the City's Parks and Recreation Department to identify the appropriate vending products for inclusion in vending machines located in any City park. The City's Park and Recreation Department shall provide approval, in writing, of the Products to be sold in the vending machines placed in City parks. 7) Bottler shall maintain vending machines reasonably well-stocked with Products. 14 Page 869 of 1842 Exhibit 6 to Term Sheet INITIAL PRICE SCHEDULE* Package Price per case 20 oz. CSD $17.85 12 oz. CSD $9.46 • 15.2 oz. MMJIG $23.36 12 oz. DASANI® $8.88 1 liter CSD $16.29 20 oz. DASANI® $10.82 20 oz. vitaminwaten¢t $27.00 8 oz. CSD $16.00 20 oz. NESTEA®/ Minute Maid®Refreshment $17.85 20 oz. POWERADE® $19.00 16 oz. Monster® $34,00 2 liter CSD • $12.35 16.9 Honest Tea® $12.60 500 nil Gold Peak® $13.99 8 oz. aluminum bottle $16.48 Post-Mix Price per gallon 5 gallon BIB CSC and NCB $12.24 2.5 gallon BIB CSD and NCB $12.78 5 gallon BIB Unsweet NESTEA® $11.82 2.5 gallon BIB Unsweet NESTEA® $12.40 5 gallon BIB Premium NCB $12.75 2.5 gallon BIB Premium NCB $13.30 5 gallon BIB Frozen Dispensed $13.88 2.5 gallon BIB Frozen Dispensed $14.28 Cups 24 ounce $52.89 per 1,200 Lids 24 ounce $34.55 per 2.000 CO2 2C lb. cylinder $25.00 per cylinder(plus$75.00 deposit) `All prices we per standard physical rasa and exclusive of taxes.deposits,handling feesand recycling lees. Georgia$4 Oz Brew; Price per Case and package size: (Prices effective for the perlod:1/1faa12- 3/31r2012)(All coffee le priced FOB to Distributor,prices do not include any distributor markup,) Product Package Small Filters Large Filters (Frac) Dark Roast 100. 2.75 oz $110.38 $110.38 Light Roast 128, 2.25 oz $117.87 $117.87 Decal 75, 2.00 oz $67.95 $67,05 Organic 75, 2.75 oz $110.10 $11010 Is Page 870 of 1842 Exhibit 7 to Term Sheet MAINTENANCE&SERVICE, During the Term. Bottler will loan to Account, pursuant to the terms of Bottler's equipment placement agreements, al no cost, that Beverage equipment reasonably required and as mutually agreed upon to dispense Beverages at the Facilines. Bottler agrees that all equipment shall be new or in "like newt' condition and that it shall operate and manage the equ.pment, services and facilities offered in a first-class manner. Bottler shall provide City with the Maintenance Plan and Schedule for all Bottler equipment within 90 days of execution of Agreement, to include the Bottler's plan and schedule for servicing the City. Bottler shall provide throughout the Term of this Agreement, at Bother's expense, all repairs, replacements and technical services necessary to maintain and preserve the Bottler's equipment in a decent, safe, healthy and sanitary condition satisfactory to City and In compliance with applicable laws. Bottler warrants that it shall correct all mechanical problems with vending machines no later than ' four (4) business days after notice and no later than twenty-four 124) hours after notice for all other dispensing equipment Acts of vandalism to Bottler's equipment moll be reported to Bottler immediately and addressed within four (4) business days. if the vending machine is repairable, the vending machine will be repaired within four (4) business days. If the vending machine Is not repairable, vending machine will be condemned and swapped within seven (7) business days. Bottler is the only party ollowed to make repairs on bottler-owned equipment. All vending machines shall display a "service hotline" sticker to expedite calls. A toll free (11-800") number shall be provided and a 24-four hour per day, seven days a week continuously operating telephone answering service shall be provided. A reimbursement fund in the amount adequate to handle all necessary refunds between service calls shall be made available to City at designated location(s) mutually agreed upon by City and Bottler. Each person requesting a refund shall complete a form which shall be maintained by the City and provided to the Bottler as required. The reimbursement fund shall he checked by the Battler no loss than once a month and replenished as needed. Information on refunds shall be provided on each machine. 16 1 Page 871 of 1842 Exhibit 8 The term "Special Promotional Events" ("Event") shall mean and is limited to the following. concerts, theatrical or comedic performances; conventions; trade shows; religious events; athletic events; or other special events occurring at a Facility that meet the following requirements: 0) they are sponsored by a manufacturer, distributor, or marketer of Competitive Products under a master sponsorship agreement with the owner or operator of the subject Event (including, without limitation, a concert or theatrical production company, or a trade show or convention production company, but NOT Including in any Instance the City or its affiliates or agents); (i) they are conducted on a national or regional multi-market basis; (iii)they are NCAA collegiate championship athletic events; and, (iv) the event sponsorship agreement referred to In subsection (i) above requires nn-site temporary signage for Competitive Products. The term "Special Promotional Events Exceptions' shall refer to those exceptions granted under the Agreement, for each Agreement year, to permit the following fifteen (15) Special Promotional Events at the following Facilities: 0) four(4) events at the Miami Beach Golf Club; (ii) four (4) events at the Normandy Shores Golf Club(The Miami Beach Golf Club and Normandy Shores Golf Club may also be referred to collectively herein as "Golf Courses"),(li) three (3) events at the Miami Beach Convention Center ("Convention Center"); and (iv) four (4) City Approved major Sponsorship Public Special Events (as defined below); provided, however, that the number limitation for City Approved Major Sponsorship Public Special Events shall be revisited and reviewed by the parties, in good faith, at the conclusion of the third.Agreement Year. a. Goff Courses grid Convention Center/Special Promotional Events Exception. In any Agreement Year, temporary signage (such as, but not limited to, banners) for Competitive Products may be displayed at each of the Golf Courses during up to four (4) Special Promotional Events, and during up to three (3) Special Promotional Events at the Convention Center ; PROVIDED, HOWEVER, that: (i) Sponsor's Beverage availability, marketing, advertising, promotional, and other rights under this Agreement will not otherwise be affected during any such Event; (ii)Competitive Products may be distriouted at no cost, but no Competitive Products will be sold or otherwise made available during the Event(except as permitted in this exception); (iii) no blockage of any signage or other trademark/service mark display Sponsor may have at the Facility will occur during the Event, except for incidental blockage due to the construction and/or placement of a person, stage or other structure necessary to and actually used during the Event; or, In the case of NCAA championship events , religious events or political conventions where no advertising is allowed and all advertisers are treated equal with all signage covered in the seated area of the Facility; (iv) all temporary signage for Competitive Products will be promptly removed from the Facility upon the conclusion of the Evert-and (v) at no time will the Competitive Products make any statements, or use any temporary signage, that uses the trademarks/Service marks of the City of Miami Beach, South Beach, Calf Courses or the Convention Center, nor In any way associate these Competitive Products with the City of Miami Beach, "South Beach." the Golf Courses, or the Convention Center. The Special Promotional Events at the Golf Clubs and the Convention Center must occur over a period of no more than twentyfour (24) hours.The twenty-four hours does not Include set tip or tear down time required, or NCAA Championship events or political conventions which may exceed the aforestated time limitation. The Convention Center may use the three one day I7 Page 872 of 1842 (one day = twenty-four hours) in the aggregate in each Agreement Year during the Term. Aggregate, as used in this paragraph, shall mean the total of twenty-four hours multiplied by the total number of Special Promotional Events permitted, as provided for herein. For example purposes only, the Miami Beach Convention Center are provided three Special Promotional Event Exceptions per Agreement Year. As such, the three Special Promotional Events may occur in the Mlam; Beach Convention Center for a total of 72 hours in an Agreement year(24 hours x 3 events= 72 hours/year). b. City Approved Major Sponsorship Public Special Events/Special Promotional Events Exception. In any Agreement Year, temporary signage (such as, but not limited to, banners) for Competitive Products may be displayed during up to four (4) Special Promotional Events for City Approved Major Sponsorship Public Special Events. The term 'City Approved Major Sponsorship Public Special Event" shall refer to a City-approved public event (I.e where public access is allowed either via no cost or via pre-purchased ticket) held on City properly, and permitted pursuant to the City's approved Special Event Permit process, as same may be amended from time to time during the Term of this Agreement (for example purposes only, :his may include, but not be limited to events such as Super Bowl Pepsi Jam and Red Bull Illume)}; and may also include an event sponsored by a manufacturer, distributor or marketer of Competitive Products pursuant tc a sponsorship agreement with the owner, operator or promoter of the event; an event • conducted on a national or regional multi-market basis; and/or an event where a Competitive Product is the naming. presenting, title, brought to you by, er other primary sponsor of the Event, Temporary signage for Competitive Products at City Approved Major Sponsorship Public Events may be displayed as an Event "naming sponsor°, Event "presented by" sponsor, Event"brought to you by" sponsor, or as a sponsor represented as a "Gold" or "Platinum" (or such other equivalent) sponsor of the Event PROVIDED, HOWEVER, that. (I) Sponsors Beverage availability, marketing, advertising, promotional, and other rights under this Agreement will not otherwise be affected during any such Event; (ii) no blockage of any signage or other trademark/service mark display Sponsor may have at the Facility will occur during the Event, except for Incidental blockage due to the construction and/or placement of a person, stage or other structure necessary to and actually used during the Event; or, in the case of NCM championship events, religious events or political conventions where no advertising is allowed and all advertisers are treated equal with all signage covered in the seated area of the Facilty; and (iii) all temporary signage for Competitive Products will be promptly removed from the Facility upon the conclusion of the Event. At no time will the Competitive Products make any statements or use any temporary signage that uses the trademarks/service marks of the City of Miami Beach, "South Beach: or the Facilities, or In any way associate these Competitive Products with the Cily of Miami Beach Facilities. Netwlthstanding the above. Competitive Products may be distributed, sampled or made available during a City Approved Major Sponsorship Public Special Event for which there is a Special Promotional Events Exception. Such distribution, sampling or availability shall occur ONLY within the approved site plan for the event. However, should concession service (sales) for any non-alcoholic beverage other than Products be required or necessary for the event, and there are no existing concessions at the location of the City Approved Major Sponsorship Public Special Event for which there is a Special Promotional Events Exception, the City Manager shall submit a letter to Sponsor requesting that Sponsor grant a waiver to permit such sale at the Event; outlining the details of the exception and the business reasons for the request and such request shall require Sponsor's prior written approval. Sponsor reserves the right to not approve the limited waiver for this purpose. Sponsor will notify the City Manager of whether the request for waiver will be approved within twenty (20) business days of Sponsor receiving the City Manager's letter. - I8 Page 873 of 1842 The Special Promotional Event Exception for a City Approved Major Sponsorship Public Special Event must occur over a period of no more than seventy-two (72) hours.The seventy-two hours does not include set up or tear down time required, or NCAA Championship events or political conventions which may exceed the aforestaten time limitation. The seventy-two hours may he used In the aggregate In each Agreement Year during the Term. Aggregate, as used in this paragraph, shall mean the total of seventy-two • hours multiplied by the total number of Special Promotional Events Exceptions, as provided for herein. As such, the four Special Promotional Events may occur on public properly for a total of 288 hours in an Agreement year (72 hours x 4 events ie 288 hours/year). c. Other permitted Exceptions. Exhibitors at Conventions or trade shows, or third party exhibitor set ups at Facilities shall have the right to serve Competitive Products within their booth provided that same is Wiled to the duration of the corresponding event and, provided further, that the Competitive Products are not marketed, advertised or promoted in association with the City of Miami Beach and/or the Facilities, and their respective trademarks, For example purposes only, a Cadillac booth at the Auto Show in the Convention Center would be allowed to give away bottled water with the Cadillac Logo. Notwithstanding, Sponsor's Products would continue to be the only Products allowed to be sold, distributed or sampled at the Facility's concession operations. d. Competitive Beverages may also be permitted to be distributed, at no cost, at third party events that are not efhllated with the City, but where the City has perrritted the event through the issuance of a City of Miami Beach Special Events Permit, subject to the City's notification to Sponsor prior to the event; arid, provided further, that the third party event operator is not a manufacturer, distributor or seller of a Competitive Product; that the Competitive Products are not marketed, advertised or promoted in association with the City of Miami Beach or the Facilities, and their respective trademarks; that no Competitive Products will be sold during such event; and that the distribution of the Competitive Product is limited to Special Event Permit Area (as such term Is defined In the City's Special Event Permit Guidelines, as same may be amended form time to time through the Term of this Agreement). For example purposes only, a third party event contemplated under this paragraph might include, but not be limited to, a walkathon or marathon where one of the event sponsors might request to be permitted to distribute free bottled water to the event participants. Notwithstanding the above, Sponsor shall have first right of refusal to provide donated Beverages through a sponsorship agreement to the non-profit even:s,;permitted by the City through the issuance of a City of Miami Beach Special Events Permit, known as the White Party, Winter Party and Miami Beach Pride (based on the level of non-alcoholic Beverages provided for the White Party, Winter Party and Miami Beach Pride events in • 2012.) for the sale of these Beverages by these three (3) events as part of their annual charity fundraisers, If Sponsor elects to participate, Sponsor will notify the organizer six (6) months prior to start date of White Party, Winter Party and Miami Beach Pride events. If at any time during the Term the Sponsor cannot or does not provide donated non-alcoholic Beverages through a sponsorship agreement to these Three (3) non-profit events for this purpose, these three (3) events shall be permitted to secure Competitive Products for use and sale consistent with the use and sale of non-alcoholic Beverages in the 2012 White Party, Winter Party and Miami Beach Pride events. Per Section 9 of Term Sheet, No Competitive Products may he sold, dispensed, sampled or served anywhere at the Facilities, or on the City's public rights-of-ways, unless otherwise expressly spelled out in the Agreement. 19 Page 874 of 1842 Nitgh/ aol/- 227 776 Concession Agreement for Operation of Snack Machines by Bettoli Trading corp . Page 875 of 1842 • INDEX SECTION TITLE PAGE • 1 TERM 4 2. CONCESSION LOCATIONS - 4 3. USE(S) . 4 3.2 Scope of Services 5 3.2.1 Snack Machines 5 3.2.1.1 Definition 5 3.2.1.2 Controls 5 3.2.1.3 Conditions 5 3.2.1.4 Design 5 3.2.1.5 Placement 6 3.2.1,6 Duality of Products 6 3.2.1.7 Cleanliness 6 3.2.1.8 Operation Schedule . . . 7.7.. 3.2.2 Changes Machines 7 3.2.2.1 Definition ... ...... .......... ..... .... ... .__.. . ......,..... . ..___.. _...., , 7 3.2.2.2 Placement • 7 3.2.3 Maintenance of Snack Machines and Change Machines_ . ___._ .. . .. ..._ .7 3.2.4 Refund Procedure 9 3.2.5 • Pricing and Availability of Services 9 32.6Concessionaire's Supervisory I Management Employee 10 3.2.7 Removal of Snack Machines and/or Change Machines . .,.. ....... . ... ... .. 10 3.2.8 Hurricane Evacuation Plan__...... ... ......... ....._............... ..,.._... ... 10 3.2.9 City Business Tax Receipts. 11 4, CONCESSION FEES.. ......_......................._.. ..:____... ..... .......,...... ......................... 11 4.1 Security Deposit 11 4.2 Mlnimum Guarantee(MG) 11 4.3 Percentage of Gross Metered Receipts(PGMR) 12 4.4 Non-Cash Remuneration • 12 4.5 Interest For Late Payment. 12 4.6 Sales and Use Tax ............ .._.. 17 5. MAINTENANCE AND EXAMINATION OF RECORDS,__,_......,,.. ._.,. ......,._ 13 6. INSPECTION AND AUDIT 13 7. TAXES, ASSESSMENTS,AND UTILITIES 14 7.2 Utilities 14 7.3 Procedure if Ad Valorem Taxes Assessed 14 8. EMPLOYEES AND INDEPENDENT CONTRACTORS 15 9. SCFIEDULE OF OPERATION 15 10. MAINTENANCE OF CONCESSION LOCATIONS.._..... _..... ........... ...,...,._. ,15 10.2 Garbage Receptacles 16 10.3 Pressure Cleaning . ..... 16 10.4 Facilities 16 10.5 Orderly Operation........... ._ ___._... ... .... ...._.._ __1G 10.6 No Dangerous Materials 16 10.7 Security 17 10.8 Maintenance Vehicles . . 17 10.9 Inspection 17 11. INSURANCE _. 17 1 Page 876 of 1842 SECTION TITLE PAGE 12. INDEMNITY 18 • 12.4 Subrogation .. _.. 1S 12.5 Force Majeure... ..... ....... .. ..... _ ..... .... ................ 19 12.E Labor Dispute _. 19 12.7 Waiver of Loss from Hazards 19 13 DEFAULT AND TERMINATION 20 • 13.1 Bankruptcy.. _.._._. ......._._ ._._.._.... ....... ..........._..._.20 13.2 Default In Payment. 20 '13.3 Non-Monetary Default 20 • 13.4 City's Remedies for Concessionaire's Default 21 • 13.6 Termination for Convenience/Partial Termination . 22 13.7 Surrender of Concession Locations 22 • 14. PERFORMANCE BOND OR ALTERNATE SECURITY _. .. .. ... ._. _... ____23 15, ASSIGNMENT 23 16. SPECIAL EVENTS... . ._........... _ _. .._,....... . _ . _.. ..........__.._23 17. NO IMPROPER USE 23 13. PRICE SCHEDULES 23 19. NOTICES 24 20. LAWS .,.__. ... .__...... ....,, _. ... ......._.. ... . . .._...._.. . . ... 24 20.1 Cornpliance _.. _.___.24 20.2 Governing Law. ... _..._.._ . .... ........_. .......... ..._. .. . _. . ..... ...25 20.3 Equal Employment Opportunity.. ..._ ............. ........... .. ..__..__ _ __. ...........25 20.4 No Discrimination 25 20.5 Compliance with American with Disabilities Act(ADA) 25 21. MISCELLANEOUS >5 21.1 No Partnership .. ..__.... ..................... .__.,......25 21.2 Modifications 25 21.3 Complete Agreement .._........_26 21.4 Headings 26 21.5 Binding Effect. . .._....... ,__..._. .............._,........__..._..._........__...._._...__ 26 21.6 Clauses....... ......__,..., _......._... . , .,.......... . _.__....._ 20" 21.7 Severability.. 26 21.8 Right of Entry 26 21.9 Nota Lease 26 21.10 Signage 22 21.11 Use of the Right-of-Way.. 27 21.12 Conflict of Interest 27 21,13 Reasonableness 27 21.14 Procedure far Approvals and/or Consents 27 21.15 No Waiver 27 21.16 No Third Party Beneficiary - 27..... ........... ..... 21.17 Attorneys' Fees 27 • 22. LIMITATION OF LIABILITY......................... .... .....,................._ ....,.........,.... ............., 28 23. VENUE 28 EXHIBITS Exhibit 2.0 Exhibit 3.2.1.4 Exhibit 3.2.5.1 Exhibit 5.0 2 Page 877 of 1842 • CONCESSION AGREEMENT BY AND BETWEEN CITY OF MIAMI BEACH, FLORIDA, AND BETTOLI TRADING CORP. • FOR OPERATION OF SNACK MACHINE CONCESSIONS AT VARIOUS LOCATIONS ON CITY OF MIAMI BEACH PROPERTIES PURSUANT TO REQUEST FOR PROPOSALS #44-10111 • THIS AGREEMENT made the3m day of 1L7 ,2D12, between the CITY OF MIAMI BEACH,a municipal corporation of the State of Florida(hereinafter called"City"), having its principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and BETTOLI TRADING CORP., a corporation established pursuant to the laws of the Stale of Florida. with offices at 6095 NW 167 Street, Suite D, Miami, Florida 33015 (hereinafter called "Concessionaire"). WITNESSETH WHEREAS, on July 13, 2011, the Mayor and City Commission approved the issuance of Request for Proposals (RFP) No. 44-10/11, to solicit proposals for the operation of snack vending machine concessions at various locations on City-owned properties and facilities; and WHEREAS, on August 5, 2011, said RFP was issued, with an original opening date of September 7, 2011; and WHEREAS, on October 19, 2011, the Mayor and City Commission adopted Resolution No. 2011-27776, accepting the recommendation of the City Manager pertaining to the ranking of proposals, and authorizing the Administration to enter into negotiations with Bettoli Trading Corp. d/b.ra Bettoli Vending(Concessionaire), as the successful proposer, for the operation of said snack machine concessions; and WHEREAS, the Administration has successfully negotiated the foregoing Concession Agreement with Concessionaire. NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, it is agreed by the parties hereto as follows: The City hereby grants to the Concessionaire, and the Concessionaire hereby accepts from the City,the exclusive right to operate the following described concession within the Concession Locations, as defined herein, in conformance with the purposes and for the period stated herein, and subject to all the terms and conditions herein contained and fairly implied by the terms hereinafter set forth. 3 Page 878 of 1842 • SECTION 1. TERM. 1.1 This Agreement shall be for an initiat term of five (5) years, commencing on May 1, 2012 (the "Commencement Dale"). and ending on April 30, 2017. 1.2 Provided that the Concessionaire is not in default under Section 13 hereof, and at the City's sole discretion, the City, through its City Manager, may extend the term of this Agreement, upon the same terms and conditions as set forth herein,for five(5)additional one (1)year terms, by providing written notice to Concessionaire no later than sixty (60) days prior to the expiration of the initial term or of a renewal term (as the case may be). 1.3 For purposes of this Agreement, the "Term" shall be defined as the initial term and renewal term (if exercised by the City), and a'Contract Year"shall be defined as each one(1)year period during the Term,commencing on the Commencement Date, or the anniversary of the Commencement Date, and ending one year thereafter. SECTION 2. CONCESSION LOCATIONS. The City hereby grants to the Concessionaire the exclusive right, during the Term of this Agreement, to operate snack vending machine concessions, in the locations delineated in Exhibit 2.0 herein (hereinafter referred to as the "Concession Locations"). SECTION 3_USE(S), The Concessionaire is hereby authorized to conduct the following kind(s)of business(es)in the Concession Locations, as provided below, all at its sole cost and expense: 3.1 Concessionaire shall install, operate, manage, service and maintain Snack Vending Machines (as defined in Subsection 3.2.1.1)and Change Machines (as defined in Subsection 3.2.2.1), at the Concession Locations,which shall provide snack services for patrons, employees,and the general public at City owned properties and facilities throughout the Term of this Agreement, in accordance with the scope of services delineated in Section 3.2. The City hereby approves the use of the Concession Locations, for the placement of the specific Snack Machines, as reflected in Exhibit 2.0,which shall offer for sale the specific products at the specific prices reflected in Exhibit 3.2.5.1. Any amendment to any Exhibit attached hereto must be approved in writing by the City Manager or his designee prior to implementation of same, arid, if approved, a new and/or updated Exhibit shall be attached and incorporated herein. 4 Page 879 of 1842 3.2 Scope of.Services. 3.2.1 Snack Machines. 3.2.1.1 Definition. Snack Machine shall be defined as any and all equipment that is used to hold and dispense products to be offered for sale as provided pursuant to this Concession Agreement, which shall • accept United States paper currency in one dollar($1.00), five dollar($5.00), and ten dollar($10.00)denominations, and will provide change in United States coins in one dollar ($1.00), quarters ($0.25), dimes ($0.10) and nickels ($0.05). 3.2.1.2 Controls. Each Snack Machine must be equipped with a non-resetting transaction counter, or other control acceptable to the City, and must be licensed as provided in Subsection 3.2.9 and as may also he required by other applicable law (as provided in Section 20.1), and shall include DEX resident capabilities. • 3.2.1.3 Condition. As of the Commencement Date, all equipment including, without limitation, any and all Snack Machines, installed under this Agreement shall be new or remanufactured in excellent condition prior to installation. The City, at its sole discretion, may also request that vandal proof and weather proof Snack Machines be provided nt certain outdoor City parks and other venues that may be subjected to the natural elements (i.e. wind, rain, sand, salt-air, etc.). 3.2.1A Design. The design, type, material, and color and exterior facades of any and all Snack Machines,as defined in Subsection 3.2.1.1, shall be approved in writing by the City prior to the Commencement Date. A photo or photo(s) of City-approved Snack Machines are incorporated herein as Exhibit 3.2.1.4. Thereafter, Concessionaire shall not change, alter, or modify • such City-approved design, type, material and color of any Snack Machine without the prior written consent of the City Manager or his designee and, if so approved, a new or updated Exhibit 3.2.1.4 will be made a part of and incorporated into this Agreement. 5 Page 880 of 1842 3.2.1.5 Placement. Placement of Snack Machines shall he in accordance with and shall not exceed the maximum numbers and types,as set forth at the Concession Locations referenced in Exhibit 2.0. 3.2.1.5.1 Concessionaire shall obtain written approval from the City Manager, or the City Manager's designee, prior to the installation, transfer or removal of any Snack Machine. 3.2.1.5.2 Notwithstanding Subsection 3.2.1.5, City and Concessionaire may, from time to time, meet to review and, subject to the City Manager's prior written consent, revise the maximum numbers set forth in Exhibit 2.0. 3.2.1.6 Quality of Products. Quality of products offered in Snack Machines will be first-rate and comparable to that available in other public vending machines located in public facilities in other world class cities on par with the City of Miami Beach or, in the alternative, and at a minimum, comparable to the quality of products provided by privately owned businesses selling like products within the City of Miami Beach. No product shall be offered for sale with a "sell by"date that has expired. 3.2.1.6.2 Snack Vending Options. Snack vending options should include healthy snacks such as whole grain, multigrain or vegetable chips and crackers; nuts; reduced fat popcorn; backed or popped chips; sugar free chewing gum; fruit trail mix; nutrition. granola, or trail bars:.fresh fruits and yogurt. The City's Parks and Recreation Department will review and approve any product to be sold in the Snack Machines placed in the City's parks and youth centers prior to such product(s) being initially offered for sale in the Machines. 3.2.1.7 Cleanliness. In addition to Concessionaire's general maintenance obligations for the Snack Machines and Change Machines, as set forth in Section 3.2.3, and the Concession Locations, as set forth in Section 10 hereof, all portions of the Snack Machines, Change Machines, and Concession Locations. retrospectively, shall at all times be maintained in a clean and sanitary manner. 8 Page 881 of 1842 3.2.1.8 Operation Schedule. Snack Machines and Change Machines shall be operable during the days and hours of operation set forth in Section 9 herein. 3.2.2 Chance Machines. 3.2.2.1 Definition. Change Machine shall be defined as any and all equipment that is required pursuant to this Concession Agreement that is capable of providing change, primarily for the purposes of use in a Snack Machine, which will accept United States paper currency in one dollar($1.00), five dollar($5.00),and ten dollar ($10.00) denominations, and will provide charge in United • State coins in one dollar ($1.00), quarters ($0.25), dimes ($0.10) and nickels ($0.05). For purposes of this Subsection, and this Agreement, Snack Machines, as defined herein,that are equipped and capable of providing change{without the requirement that a purchase be made) shall also be considered Change Machines. 3.2.2.2 Placement, Change Machines shall be provided by Concessionaire at each interior (i.e. not subject to'the natural elements) Concession Location where Iwo(2) or more Snack Machines are situated. Concessionaire shall obtain written approval from the City Manager, or the City Manager's designee, prior to the installation, transfer or removal of any Change Machine. • 3.2.3 Maintenance of Snack Machine and Change Machines. • 3.2.3.1 The condition and quality of Concessionaire's Snack Machines shall at all times be maintained in a manner that is consistent with the condition and quality of similar public vending machines located in public facilities in other world class cities on par with the City of Miami Beach. Accordingly, Concessionaire shall not only, at a minimum, ensure that all Snack Machines placed in the Concession Locations are well maintained and in usable condition, but shall adhere, as indicated in this subsection, to high ongoing maintenance standards For same, consistent with the aforementioned condition and quality. 7 Page 882 of 1842 32.3.2 The Concessionaire shall be responsible for all maintenance and repair of Snack Machines and Change Machines, including but not limited to: 3.2.3.2.1 Cleaning and polishing of Snack Machines and Change Machines, and removal of litter within and surrounding the Concession Location(s)created by filling, servicing, and/or maintaining of Machines. The Concessionaire shall ensure that each route driver's schedule allows for time to thoroughly and appropriately clean each Machine as it is replenished, maintained and/or serviced. This includes cleaning with a sanitizing solution,the interior and exterior of each Machine,each time that Machines are re-stocked, serviced, or maintained. 3.2.3.2.2 All Snack Machines and Change Machines shall be checked weekly and accurate records of service calls (including time and date, location, mach'.ne type and serial number) are to be maintained, and forwarded to the City, along with the monthly report (see Section 5) that shall be provided to the City within thirty (36)days of the end of each month. 3.2.3.2.3 The Concessionaire sha I maintain all Snack Machines and Change Machines in good working order and shall repair or replace any equipment that Is not immediately repairable, within two (2) business days, if found to be inoperable. 3.2.3.2.4 Concessionaire shall post and maintain Concessionaire's information, including a contact name and too free customer service telephone number, • immediately adjacent to the coin slot, of a size no less than 4" x 6", on each Snack Machine and Change Machine, to facilitate responding to refunding, re- stocking, maintenance,and repair related problems that may arise. 3.2.3.2.5 Concessionaire shall maintain an inventory of all Snack Machines and Change Machines, with corresponding identification information, 8 Page 883 of 1842 3.2.4 Refund Procedure. 3.2.4.1 In addition to any other remuneration provided herein, • Concessionaire shall provide two 'banks," each of one hundred dollars ($100,00) in cash, to the City. One shall be held by the City Finance Department's City Hall Cashier, and • the other shall be held by the Parks Department Administrative Office, located at the 2151 Street Recreation Center, 2100 Washington Avenue, for the purpose of distributing refunds due to any malfunction of the Snack Machines. An individual itemized refund list, including the amounts and names of the persons the Punas were refunded to, will be maintained by the City Hall Cashier and by the Parks Department, respectively, and will he submitted to the Concessionaire upon requested replenishment of the "bank"funds by the City. 3.2.4,2 Malfunctions of Snack Machines that are, reported to the Concessionaire shall be forwarded to the City, in writing, including the amounts and names of the persons the funds were refunded to, on a monthly basis, along with (and at the same time) all other reporting documents required under this Agreement. 3.2.5 Pricing and Availability of Services. 3.2.5.1 Initial prices for Snack Machine products shall be in accordance with the attached schedule in Exhibit 3.2.5.1.Any subsequent changes proposed by Concessionaire to said prices must be submitted in writing to the City Manager or his designee, and prior written approval must be secured from the City before implementing any changes to same. 3.2.5.1.1 The City Manager nr his designee may request services at additional locations and/or request additional products for Snack Machines at any time during the Term. The Concessionaire may, at its sole cost and expense, test market these additional locations and/or products for a sixty day (60) period. If the Concessionaire demonstrates to the City Manager or his designee's satisfaction that the commercial demand does not exist for the additional locations and/or products, the Concessionaire will not be obligated to continue the additional locations and/or products. 3.2.5.2 In the event that the City Manager or his designee determine, in their respective sole option and discretion, 9 Page 884 of 1842 That all or a portion of Concessionaire's proposed • • services, pursuant to Subsection 3.1 (and as delineated in Subsection 3.2) are no longer desired, then the City may revoke Concessionaire's right to provide all or a portion of said services, and terminate all or a portion of this Agreement,without cause, and without liability to the City, upon sixty (60) days written notice to Concessionaire. 3.2.6 Concessionaire's Supervisory/Management Employee. On or before the Commencement Date of this Agreement Concessionaire shall designate(and provide notice of same in writing to the City), a supervisory/management employee who shall be authorized and responsible to act on behalf of Concessionaire with respect to directing, coordinating, and administering all aspects of Concessionaire's day to day operations pursuant to this Agreement. Concessionaire's supervisory/management employee shall be available via telephone, at all times during which the Snack Machines at all Concession Locations are operating, as provided in Section 0 herein. 3.2.7 Removal of Snack Machines and/or Change Machines. Concessionaire acknowledges that there may be circumstances under which the City Manager may require the removal of any or all of the Snack Machines and/or Change Machines. As such, Concessionaire agrees that any or all of its Snack Machines and Change Machines used in the concession operations will be removed from the Concession Locations upon fifteen (15) days written notice to Concessionaire, and said removal shall be done in compliance with the applicable section(s)as set forth herein, and without liability to the City. 3.2.8 Hurricane Evacuation Plan. Concessionaire agrees that upon the issuance of a Hurricane Warning by the Miami-Dade County Office of Emergency • Management, it shall ensure that all exterior Snack Machines and Change Machines, and any and all other items used in the concession operations shall be secured. Additionally, and notwithstanding the foregoing, Concessionaire agrees that upon receipt of notification from the City Manager or his designee,whether in writing or verbally,which may be communicated to Concessionaire via telephone, fax and/or email, all exterior Snack Machines and Change Machines, and any and all other items used in the concession operations shall be removed from the Concession Locations and stored at a private, off-site location, within 24 hours of said notification. 10 Page 885 of 1842 Concessionaire's failure to remove Snack Machines, Change Machines, or any and all other items used in the concession operations upon notice from the City Manager or his designee within the time period provided in this Subsection may, at the City's solo discretion, constitute an automatic default of the Agreement under which the City may, upon written notice to Concessionaire, immediately terminate this Agreement. 3.2.9 City Business Tax Receipts. Concessionaire shall obtain, and maintain current and in good standing throughout the Term of this Agreement, at its sole cost and expense, any Business Tax Receipts required by City law, as amended from time to time,for its proposed uses, as contemplated in • Section 3 of this Agreement. For purposes of this Agreement, Concessionaire shall obtain the applicable"Coin Vending Distributor" and/or "25 Cents and Over Machine' category City Business Tax Receipts. SECTION 4. CONCESSION FEES. 4.1 Security Deposit. Concessionaire shalt furnish to the City Manager or his/her designee a Security Deposit, in the amount of Three Thousand Dollars ($3,000), as security for the faithful performance of the terms and conditions of this Concession Agreement. to be remitted on or before the Commencement Date. 4.2 Minimum Guarantee (MG). In consideration of the City executing this Agreement and granting the rights provided in this Agreement, commencing May 1, 2012, and thereafter on May 1''of each year during the Term of this Agreement, the Concessionaire shall pay to the City a Minimum Guaranteed (MG)Annual Concession Fee of Twelve Thousand Dollars ($12,000), plus applicable Sales and Use Taxes (as provided in Section 4.6 herein); said MG shall be subject to the annual increases in Subsections 4.2.1.and 42.2 below. 4.2.1 Commencing with the third Contract Year, said MG shall be automatically increased annually, on the anniversary of the Commencement Date, by the greater of(i)the Consumer Price Index (CPI), or(ii)three percent(3%). "CPI"shall mean that consumer price index established by the Bureau of Labor Statistics of the United States department of Labor which is entitled"Consumer Frice Index, All Urban Consumers, City Average All Items; (1982-84=100)"or, in the event said index is no longer provided by said Bureau of Labor Statistics,the index furnished by said Bureau or other agency which is 11 Page 886 of 1842 • most accurate, completely replaces, and/or is the equivalent of the above referenced index, whichever is greater. 4.2.2 Additionally, commencing with the first anniversary of this Agreement, the MG shalt be increased annually in the event the number of Snack Machines is increased pursuant to Subsection 3.2.1.5.2. of this Agreement. The MG shall be increased based on the projected classification (Low= $150, Medium = $300 and High= $500)of each additional Snack Machine, as contained in Exhibit 2.0. 4.2.3 IN NO EVENT SHALL THE MG BE LESS THAN $12,000 ANNUALLY. 4.3 Percentage of Gross Metered Receipts (PQM RI During the Term of this Agreement, in the event that the amount equal to twenty percent (20%) of Concessionaire's annual Gross Metered Receipts (PGMR) exceeds the Minimum Guarantee (MG) provided in Section 4.2 above (as increased annually pursuant to Subsection 4.2.1.), then the Concessionaire shall also pay to the City within thirty (30) days of the anniversary of this Agreement, the difference between the amount of the PGMR and the MG amount, each year during the Term of this Agreement, including any renewal terms. The term "gross metered receipts" is understood to mean all income registered at each and every Snack Machine, whether collected or accrued, • derived by the Concessionaire under the privileges granted by this Agreement. Any amounts that may be due for any Federal, State, or City sales tax, or other tax, governmental imposition, assessment, charge or expense of any kind and required by law to be remitted to the taxing authority, or other governrnental authority,shall be the sole responsibility of Concessionaire. 4.4 Intentionally Omitted. 4.5 Interest for Late Payment. Any payment which Concessionaire is required to make to City which is not paid on or before the respective date provided for in this Agreement shall be subject to interest at the rate of twelve percent (12%) per annum, or the highest rate allowed pursuant to Florida law, whichever is greater, from the due date of payment until such time as payment is actually received by the City. 4.6 Sales and Use Tax. • Itis also understood that the required Florida State Sales and Use Tax shall • be added to Concessionaire's payments and forwarded to the City as part of said payments. It is the City's intent that it is to receive all payments due 12 Page 887 of 1842 from Concessionaire as net of such Florida State Sales and Use Tax. SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS. Concessionaire shall maintain current, accurate, and complete financial records on an accrual basis of accounting related to its operations pursuant to this Agreement. Systems and procedures used to maintain these records shall Include a system of internal controls and all accounting records shall be maintained in accordance with generally accepted accounting principles and shall be open to inspection and audit, but not photocopying, by the City Manager or his designee upon reasonable prior request and during normal business hours. Such records and accounts shall Include a breakdown of gross receipts, expenses, and profit and loss statements, and such records shall be maintained as would be required by an independent CPA in order to audit a statement of annual cross receipts and profit and loss statement pursuant to generally accepted accounting principles. A monthly report of gross metered receipts, as well as CompuVend data in a format consistent with Exhibit 5.0, must be submitted to the City, through the Finance Department's Revenue Manager, to be received no later than thirty (30) days after the close of each month. SECTION 6. INSPECTION AND AUDIT. • Concessionaire shall maintain its financial records pertaining to its operations for a period of three(3) years after the conclusion of the initial term, or(if approved) the last renewal term, and such records shall be open and available to the City Manager or his designee,as they may deem necessary. Concessionaire shall maintain all such records at its principal office, currently located at 6095 NW 167 Street, Suite D4, Miami, Florida, 33015 or, if moved to another location, all such records shall be relocated, at Concessionaire's expense, to a location within the City of Miami Beach, within ten (10) days'written notice from the City Manager or his designee that the City desires to review said records. The City Manager or hs designee shall be entitled to audit Concessionaire's records pertaining to its operation as often as it deems reasonably necessary throughout the Term of this Agreement, and three(3)times within the three(3)year period following termination of the Agreement, regardless of whether such termination results from the natural expiration of the Term or for any other reason. The City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five percent (5%)or more in Concessionaire's statement of gross receipts for any year or years audited, In which case the firm shall pay to the City, within thirty (30) days of the audit being • deemed final(as specified below), the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest;provided, however,the audit shall not be deemed final until Concessionaire has received the audit and has had a reasonable opportunity to review the audit and discuss the audit with the City. Nothing contained within this Section shall preclude the City's audit rights for resort tax collection purposes, Concessionaire shall submit at the end of the initial term (and, if approved, any renewal term), a certified audited annual statement of gross receipts, in a form consistent with generally accepted accounting principles. 13 Page 888 of 1842 It is Concessionaire's intent to stay informed of comments and suggestions by the City regarding Concessionaire's performance under the Agreement.Within thirty(30)days after the end of the initial term (and, if approved, each renewal term), Concessiona;re and City • may meet to review Concessionaire's performance under the Agreement. At the meeting, • • Concessionaire and City may discuss quality, operational, maintenance and any other issues regarding Concessionaire's performance under the Agreement. • • SECTION 7. TAXES ASSESSMENTS ,AND UTILITIES. 7.1 Concessionaire agrees to and shall pay before delinquency all taxes • (including but not limited to resort taxes) and assessments of any kind • assessed or levied upon Concessionaire by reason of this Agreement or by reason of the business or other activities and operations of Concessionaire upon or in connection with the Snack Machines and/or the Concession Locations. Concessionaire will have the right, at its own expense, to contest • the amount or validity, in whole or in part, of any tax and/or assessment by appropriate proceedings diligently conducted in good faith. Concessionaire may refrain from paying a tax or assessment to the extent it is contesting the assessment or imposition of same in a manner that is in accordance with law: provided, however, if, as a result of such contest, additional delinquency charges become due, Concessionaire shall be responsible for such delinquency charges, in addition to payment of the contested tax and/or assessment if so ordered. Concessionaire shall also pay for any fees imposed by law for licenses or permits for any business, activities,or operations of Concessionaire upon the Concession Locations, as pe-mitted pursuant to this Agreement. 7.2 Utilihes. Electrical service, including maintenance of outlets,shall be provided by the City at the Concession Locations at no cost to the Concessionaire, if and where feasible. No water service will be provided by the City in connection with the operation of Snack Machines under this Concession Agreement. If not currently existing, requests for installation of new and/or additional outlets shall be submitted in writing lo the City Manager or his/her designee, for review and approval. If approved by the City Manager or his/her designee, installation of new and/or additionally outlets will be performed by the City and/or an electrical contractor approved by the City, in writing, to perform said work on the City's behalf, at Concessionaire's sole cost and expense. 7.3 Procedure If Ad Valorem Taxes Assessed. Notwithstanding Subsection 7.1 herein, the parties contemplate that the concession uses and operations contemplated under this Agreement are for 14 Page 889 of 1842 public purposes and therefore, no ad valorem taxes should be assessed by the Miami-Dade County Tax Appraiser as a result of such operations. If, however, said taxes are assessed. Concessionaire shall be solely responsible for payment of same, in the same manner as taxes due pursuant to Subsection 7.1 herein. SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS. 8.1 In connection with the performance of its responsibilities hereunder, Concessionaire may hire its own employees who will be employees of Concessionaire and not employees or agents of the City. Additionally, Concessionaire's vendors (i.e. entities who provide products and/or Snack and Charge Machines to Concessionaire)shall not be considered agents or employees of the City. Concessionaire shall select the number, function, qualifications, compensation, including benefits (if any), and may, at its discretion and at any time, adjust or revise the terms and conditions relating to its employees and/or independent contractors. 8.2 Concessionaire shall ensure that all its employees and vendors while working at or within the Concession Locations observe all the graces of personal grooming. The Concessionaire shall hire people to work in its concession operation who are neat, clean,well groomed and shall comport themselves in a professional and courteous manner, and ensure that its vendors comply with same. The Concessionaire and any persons hired by same, shall never have been convicted of a felony. If Concessionaire materially fails to comply with this provision the City may default Concessionaire pursuant to Section 13 herein. SECTION 9. SCHEDULE OF OPERATION. Snack Machines and Change Machines shall be made available to patrons twenty four(24) hours a day, seven days a week, based on the particular hours of operation of each individual Concession Location,events of force majeure permitting,Any change in the days or hours of operation shall require the prior written consent of the City Manager or his designee. SECTION 10. MAINTENANCE OF CONCESSION LOCATIONS. 10.1 The Concessionaire accepts the Concession Locations in their "AS IS" "WHERE IS" condition. Concessionaire assumes sole responsibility and expense for maintenance of the immediate confines surrounding the Concession Locations. This shall include removal of litter, garbage and debris, said removal to be the sole responsibility and expense of Concessionaire. Daily maintenance shall be accomplished on all days and hours Concessionaire operates. Concessionaire agrees, also at its sole cost and expense, to pay for all garbage disposal generated by its operations. 15 Page 890 of 1842 • 10.2 Intentionally Omitted. 10.3 Intentionally Omitted. 10.4 Intentionally Omitted. 10.5 Orderly Operation, The Concessionaire shall have a neat and orderly operation at all times and shall be solely responsible for the necessary housekeeping services to properly maintain the Snack Machines, Change Machines and Concession Locations. The Concessionaire shall make available all Snack Machines and Change Machines within the Concession Locations for examination during days and hours of operation by the City Manager or his authorized representative(s). 10,6 No Dangerous Materials, 10.6.1 The Concessionaire agrees not to use or permit in the Concession Locations the storage andlor use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing generators, turpentine, benzene, naphtha, propane, natural gas, or other similar substances,combustible materials, or explosives of any kind, er any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida.Any such substances or materials found being used within or in the vicinity of the Concession Locations shall be immediately removed and shall be considered cause for default and/or termination. 10.6.2 Notwithstanding any contrary provisions of this Agreement, Concessionaire, after the Commencement Date, shall indemnify and hold City harmless from any loss, damage, cost, or expense of the City, including,without limitation, reasonable attorney's fees,incurred as a result of, arising from, or connected with the placement by Concessionaire, and/or its employees, vendors, agents and/or subcontractors, after the Commencement Date,but during the term of this Agreement, of any hazardous substance or petroleum products on, under, in, upon, or in the vicinity of the Concession Locations as • those terms are defined by applicable Federal and State Statute, or any environmental rules and environmental regulations promulgated thereunder; provided, however, Concessionaire shall have no liability in the event of the willful misconduct or gross negligence of the City, its agents, servants or employees. 10.6.3 The provisions of this Subsection 10.6 shall survive the termination or earlier expiration of this Agreement. 16 Page 891 of 1842 10.7 Security. The Concessionaire shall be responsible for and provide reasonable security measures which may be required to protect the Snack Machines and Change Machines at all Concession Locations. Under no circumstances shall the City he responsible for any stolen or damaged goods, materials and/or other equipment, including but not limited to the Snack Machines and Change Machines, nor shall City be responsible for any stolen or damaged • personal property of Concessionaire's employees,vendors,patrons, guests, invitees, and/or other third parties. 10.8 Maintenance Vehicles. Concessionaire shall not permit the use of any vehicle, in any way that violates any Municipal, County, State or Federal Laws. Vehicles may only be driven and/or parked in areas designated for such purposes and as provided for by applicable law. 149 Inspection, The Concessionaire agrees that the Snack Machines, Change Machines and Concession Locations may be inspected at any time during days and hours of operation by the City Manager or his designee, or by any other municipal, County, State officer, or agency having responsibilities for Inspections of such operations. The Concessionaire hereby waives all claims against the City for compensation for 'ass or damage sustained by reason of any interference (which interference, if by the City, must be reasonable)with the concession operation by any public agency or official In enforcing their duties or any laws or ordinances. Any such interference (which interference, if by the City, must be reasonable)shall not relieve the Concessionaire from any obligation hereunder. SECTION 11. INSURANCE. Concessionaire shall maintain, at its sole cost and expense, the following types of insurance coverage at all times throughout the term of this Agreement. a. Comprehensive General Liability in the minimum amount of One Million Dollars($1,000,000) per occurrence for bodily injury and property damage. This policy must also contain coverage for premises operations, products, completed operations and contractual liability (with hold harmless endorsement). b. Workers Compensation Insurance and Employers Liability Insurance shall be provided as required under the Laws of the State of Florida. c. Automobile Insurance for any vehicles used for, or associated with concessionaires operations shall be provided covering all owned, leased, and hired vehicles and non-ownership liability for not less than the following limits: 17 Page 892 of 1842 Bodily Injury $1,000,C00 per person Bodily Injury $1,000,000 per accident Property Damage $1,000,000 per accident • Failure to procure or maintain the required Insurance program shall, at the City's discretion, either (i) constitute an automatic default of the Concession Agreement under which the City may, upon written notice to Concessionaire, immediately terminate the Agreement; or (ii) the City, in its sole discretion, may obtain the insurance itself, In which case said Insurance shall be charged back to the Concessionaire as provided in the following paragraph. The policies of insurance referred to above shall not be subject to cancellation or changing coverage except upon at least thirty(30) days prior written notice to the City, and then only subject to the prior written approval of the City Manager or his designee. Prior to the Commencement Date of this Agreement, Concessionaire shall provide City with a Certificate of Insurance for each such policy-ALL POLICIES SHALL NAME THE CITY OF MIAMI BEACH FLORIDA AS AN ADDITIONAL NAMED INSURED. All such policies, and any replacement or substitute policies, shall he obtained from companies authorized to do business in the State of Florida with an A.M. Best's Insurance Guide(latest edition) rating of 13+ VI. Should Concessionaire fail to obtain, maintain or renew the policies of insurance referred to above, in the required amounts, the City may, at its sole discretion, automatically terminate this Agreement or, in the alternative, deem to obtain such insurance, and any sums expended by City in obtaining said insurance, shall be repaid by Concessionaire to City, plus ten percent (10%) of the amount of premiums paid to compensate City for its administrative costs. If Concessionaire fails to repay City's . • expenditures within fifteen (15)days of demand, the total sum owed shall accrue interest at the rate of twelve percent (12%) unti paid, or, at its option, the City may declare the Agreement in default pursuant to Section 13 herein. Said policies of insurance shall be primary to and contributing with any other insurance maintained by Concessionaire or City. Concessionaire shall file and maintain certificates of all insurance policies with the City's Risk Management Department showing said policies to he in full force and effect at all times during the course of the contract. If any of the required insurance coverages contain aggregate limits, or apply to other operations or tenancies of Concessionaire outside this Agreement. Concessionaire shall give City prompt written notice of any incident, occurrence, claim settlement or judgment against such insurance which may diminish the protection such insurance affords the City. Concessionaire shall further take immediate steps to restore such aggregate limits or shall provide other insurance protection for such aggregate limits. SECTION 12, INDEMNITY. 12.1 In consideration of a separate and specific consideration of$10.00 and other 18 Page 893 of 1842 good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Concessionaire shall indemnify, hold harmless and • defend the City, its agents, servants and employees from and against any claim, demand or cause of action of whatsoever kind or nature arising out of error, omission, or negligent act of Concessionaire, and/or its vendors, agents, servants, employees and/or subcontractors and/or sub concessionaires in the performance of services under this Agreement. 12.2 In addition, in consideration of a separate and specific consideration of $10.00 and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Concessionaire shall indemnify, hold harmless and defend the City, its agents, servants or employees, from and against any claim, demand or cause of action of whatever kind or nature arising out of any misconduct of Concessionaire, and/or its vendors, agents, servants,employees and/or subcontractors and/or suhconcessionaires,not included in the paragraph in the Subsection above and for which the City, its agents. servants or employees are alleged to be liable. 12.3 Subsections 12.1 and 12.2 shall survive the termination or expiration of this Agreement. 12,4 Subrogation. The terms of insurance policies referred to in Section 11 shall preclude subrogation claims against Concessionaire, the City and their respective officers, employees and agents. 12.5 Force Majeure. Neither party shall be obligated to perform hereunder and neither party shall be deemed to be in default if performance is prevented by: a. earthquake; hurricane;flood; act of God; civil commotion occurring on the Concession Locations during or in connection with any event or other matter or condition of like nature; or b. any law, ordinance, rule. regulation or order of any public or military authority stemming from the existence of economic or energy controls, hostilities, or war. 12.6 Intentionally Omitted. 12.7 Waiver of Loss from Hazards. The Concessionaire hereby expressly waives all claims against the City for • loss or damage sustained by the Concessionaire resulting from fire, water, • natural disasters/acts of God(e.g, hurricane,tornado, etc.), civil commotion, riot,or any other Force Majeure contemplated in Subsection 12.5 above,and the Concessionaire hereby expressly waives all rights, claims,and demands 19 Page 894 of 1842 against the City and forever releases and discharges the City of Miami Beach, Florida, from all demands, claims, actions and causes of action arising from any of the aforesaid causes. • SECTION 13. DEFAULT AND TERMINATION. Subsections 13.1 through 13.3 shall constitute events of default under this Agreement. An . event of default by Concessionaire shall entitle City to exercise any and all remedies described as City's remedies under this Agreement, including but not limited to those set forth in Subsection 13.4.An event of default by City shall entitle Concessionaire to exercise any and all remedies described as Concessionaire's remedies under this Agreement, including but not limited to those set forth in Subsection 13.5 herein. 13.1 Bank{uptcy. If either the City or Concessionaire shall be adjudged bankrupt or insolvent, or if any receiver or trustee of all or any part of the business property of either party shall be appointed, or if any receiver of all or any part of the business property shall be appointed and shall not be discharged within sixty (60)days after appointment, or if either party shall make an assignment of its properly for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or insolvency, or shall apply for reorganization or arrangement with its creditors under the bankruptcy or insolvency laws now in force or hereinafter enacted, Federal, State, or otherwise, or if such petitions shall be filed against either party and shall not be dismissed within sixty (60) days after such filing, then the other party may immediately, or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 13.2 Default in Payment. In the event Concessionaire fails to submit any payment within five(5) days of its due date, there shall be a late charge of$50.00 per day for such late payment, in addition to being subject to interest at the rate of twelve percent (12%) per annum or at the highest rate allowable by Florida law,whichever is greater. If any payment and accumulated penalties are not received within fifteen (15) days after the payment due date, and such failure continues three (3)days after written notice thereof, then the City may. without further demand or notice, terminate this Concession Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 13.3 Nen-Monetary Default. In the event that Concessionaire or the City fails to perform or observe any of the covenants, terms or provisions under this Agreement, and such failure continues thirty (30) days after written notice thereof from the other party hereto, such non-defaulting party may Immediately or at any time thereafter, and without further demand or notice, terminate this Agreement without 20 Page 895 of 1842 being prejudiced as to any remedies which may be available to it for breach of contract. In the event that a default is not reasonably susceptible to being cured within such period, the defaulting party shall not be considered in default if it shall, within such period, commence with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence the curing of such default, but in no event shall such extended cure period exceed ninety(90)days from the date of written notice thereof. In the event Concessionaire cures any default pursuant to this Subsection, it shall promptly provide City with written notice of same. 13.4 City's Remedies for Concessionaire's Default. If any of the events of default, as set forth in this Section 13, shall occur, the City may, after notice (if required) and the expiration of cure periods (as provided above), at its sole option and discretion, institute such proceedings as in its opinion are necessary to cure such defaults and to compensate City for damages resulting from such defaults. including but not limited to the right to give to Concessionaire a notice of termination of this Agreement. If such notice is giver[, the term of this Agreement shall terminate upon the date specified in such notice from City to Concessionaire. On the date so specified, Concessionaire shall then quit and surrender the Concession Locations to City pursuant to the provisions of Subsection 13.7. Upon the termination of this Agreement, all rights and interest of Concessionaire in and to the Concession Locations and to this Agreement, arid every part thereof, shall cease and terminate and City may, in addition to any other rights and remedies it may have, retain all sums paid to it by Concessionaire under this Agreement. In addition to the rights set forth above, City shall have the rights to pursue any and all of the following: a. the right to injunction or other similar relief available to it under Florida law against Concessionaire; and or b. the right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from Concessionaire's default. 13.5 If an event of default by the City, as set forth in this Section 13, shall occur. the Concessionaire may, after notice (if required) and the expiration of the cure periods (as provided above), at its sole option and discretion,terminate this Agreement upon written notice to the City and/or sue for damages.Said termination shall become effective upon receipt of a written notice of termination by the City, but in no event shall Concessionaire specify a termination date that is less than sixty(60) days from the date of the written termination notice. On the date specified in the notice, Concessionaire shall quit and surrender the Concession Locations to City pursuant to the provisions of Subsection 13.7. 21 Page 896 of 1842 • 13.6 Termination for Convenience/Partial Termination. 13.6.1 Notwithstanding the provisions of this Section 13, this Agreement may be terminated, in whole or in part, by the City, for convenience and without cause, upon the furnishing of thirty (30) days prior written notice to Concessionaire 13,6.2 Concessionaire acknowledges that the City may develop a schedule of capital improvements, including all or a portion of the Concession Locations. which may entail a closure of all or a portion of the Concession Locations, at the City's sole discretion. In the event that the City closes down any Concession Location, or a portion thereof, for the purpose of undertaking a capital improvement thereon, then the parties agree that the portion of the Agreement referencing said individual Concession Locations shall he partially terminated (or convenience, without cause and without penalty to either party, and only as to the Concession Location, or portion thereof, which have been closed. Such a termination shall become effective upon thirty (30) days prior written notice to Concessionaire. 13.6.3 Notwithstanding Subsections 13.6.1 and 13.6.2 above, the City and Concessionaire acknowledge that the City also has certain rights in Subsections 3.2.5.2 and 3.2,7, wnich, if exercised by the City may necessitate a termination of a portion or all of the Agreement. In that event, the City shall also have no liability to Concessionaire, in the same manner as provided in Subsection 13.6.4 below. 13.6.4 In the event of termination or partial termination by City of the Agreement pursuant to this Subsection 13.6, Concessionaire herein acknowledges and agrees that it shall not have any claim,demand,or cause of action of whatsoever kind or nature, against the City, its agents, servants and employees(including, but not limited to, claims for interference in business or damages for interruption of services or interference in its concession operations by Concessionaire or its vendors). 13.7 Surrender of Concession Locations. At the expiration of this Agreement, or in the event of termination or partial • termination of the Agreement, Concessionaire shall surrender the Concession Locations in the same condition as the Concession Locations were prior to the Commencement Date of this Agreement, reasonable wear and tear excepted. Concessionaire shall remove MI its Snack Machines, Change Machines, and any and all other equipment, fixtures, personal property, etc. upon thirty (30) days written notice from the City Manager or his designee unless a longer time period is agreed to by the City. 22 Page 897 of 1842 Concessionaire's obligation to observe or perform this covenant shall survive the expiration or other termination of this Agreement. Continued occupancy of the Concession Locations (or portions thereof)after termination (or partial termination) of the Agreement shall constitute trespass by the Concessionaire, and may be prosecuted as such. In addition, the Concessionaire shall pay to the City one thousand dollars ($1,000) per day as liquidated damages for such trespass and holding over. SECTION 14. Intentionally Omitted. SECTION 15. ASSIGNMENT, Concessionaire shall not assign, sublease, grant any concession or license,permit the use of by any other person other than Concessionaire,or otherwise transfer all or any portion of this Agreement and/or of the Concession Locations without the prior written consent of the City Commission. SECTION 18. Intentionally Omitted. SECTION 17 NO IMPROPER USE. The Concessionaire will not use, nor suffer or permit any person to use in any manner whatsoever, the Concession Locations, operations, or facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any Federal, State, County, or Municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. The Concessionaire will protect, indemnify, and forever save and keep harmless the City, its agents, employees and contractors from and against damage, penalty, fine, judgment, expense or charge suffered, imposed, assessed or incurred for any violation, or breach of any law, ordinance, rule, order or regulation occasioned by any act, neglect or omission of the Concessionaire, its vendors, employees, agents, and/or subcontractors regarding the Concession. In the event of any violation by the Concessionaire, or if the City or its authorized representative shall deem any conduct on the part of the Concessionaire, its vendors, agents, employees and/or subcontractors, to be objectionable or improper, the City shall have the option, at its sole discretion, 10 either(i) automatically terminate the Agreement, upon prior written notice to Concessionaire, or to (ii) suspend the concession operations should the Concessionaire fail to correct any such violation, conduct, or practice to the satisfaction of the City within twenty-four (24) hours after receiving written notice of the nature and extent of such violation, conduct, or practice, and such suspension shall continue until the violation is cured. The Concessionaire further agrees not to commence operations during the suspension until the violation has been corrected to the satisfaction of the City. SECTION 18. PRICE SCHEDULES. Concessionaire agrees that prices charged for goods/products in the Snack Machines shall be consistent with the price schedule(s) herein submitted by the Concessionaire and approved by the City and incorporated herein as Exhibit 3.2.5.1 to this Agreement. All subsequent price increases and amendments to Exhibit 32.5.1 must be approved in writing by the City Manager, or his designee, and prior to such changes being implemented 23 Page 898 of 1842 within the Concession Locations a new updated Exhibit 3,2.5.1 will be incorporated into this Agreement. • The City shall have the final right of approval for all such prices and changes, but said right Shall not be arbitrarily or unreasonably exercised. The Concessionaire agrees to refrain • from the sale of any item identified as prohibited by City law and/or other applicable law and to sell only those items approved by the City. SECTION 19. NOTICES. All notices from the City to the Concessionaire shall be deemed duly served upon receipt, if mailed by registered or certified mail with a return receipt to the Concessionaire at the following address: Mr. Maurizio L. Bettoli Bettoli Trading Corp. d/b/a Bettoli Vending 6095 NW 167n Street, Suite D-4 Miami, Florida 33015 All notices from the Concessionaire to the City shall be deemed duly served upon receipt,if mailed by registered or certified mail, return receipt requested,to the City of Miami Beach at the following addresses: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 With copies to: Office of Real Estate, Housing & Community Development City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Attention: Anna Parekh / Director The Concessionaire and the City may change the above mailing address at any time upon giving the other party written notification. All notices under this Concession Agreement must be in writing. SECTION 20, LAWS. 20.1 Compliance, Concessionaire shall comply with all applicable City, Miami-Dade County, State, and Federal ordinances, statutes,rules and regulations,including but 24 Page 899 of 1842 not limited to all applicable environmental City, County, State, and Federal ordinances, statutes, rules and regulations. 20.2 Governing Law, • I. This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Florida. In case of any inconsistency between the terms of this Agreement, and any applicable • general or special law, said general or special law shall govern, unless otherwise provided herein. • 20.3 Equal Employment Opportunity. Neither Concessionaire nor any affiliate of Concessionaire performing • services hereunder, or pursuant hereto, will discriminate against any employee or applicant for employment because of race, creed, sex, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status or age. Concessionaire will make good faith efforts to utilize minorities and females in the work force and in correlative business enterprises. 20.4 No Discrimination. The Concessionaire agrees that there shall be no discrimination as to race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital and familial status, or age, in its employment practice or in the operations referred to by this Concession Agreement; and further, there shall be no discrimination regarding any use, service, maintenance, or operation within the Concession Locations. All concession operations and services offered shall be made available to the public, subject to the right of the Concessionaire and the City to establish and enforce rules and • regulations to provide for the safety, orderly operation and security of the operations and the facilities, • 20.5 Compliance with American with Disabilities Act (ADA) and any other applicable accessibility standargs. Concessionaire agrees and acknowledges that, if applicable, it shall comply with ADA standards, Florida Accessibility Code standards, and any other applicable accessibility standards required by law. SECTION 21. MISCELLANEOUS. 21.1 No Partnership. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the City and Concessionaire. 21.2 Modifications. This Agreement shall not be changed or modified except by agreement in writing executed by all parties hereto. Concessionaire acknowledges that no 25 Page 900 of 1842 modification to this Agreement may be agreed to by the City unless approved by the Mayor and City Commission except where such authority has been expressly provided herein to the City Manager or his designee. 21,3 Complete Agreement. This Agreement,together with all exhibits incorporated hereto, constitutes all the understandings and agreements of whatsoever nature or kind existing between the parties with respect to Concessionaire's operations, as contemplated herein. 21.4 Headings. The section, subsection and paragraph headings contained herein are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of.any provision of this Agreement. 21.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 21.6 Clauses. The illegality or invalidity of any term or any clause of this Agreement shall not affect the validity of the remainder of the Agreement, and the Agreement shall remain in full force and effect as if such illegal or invalid term or clause were not contained herein unless the elimination of such provision detrimentally reduces the consideration that either party is to receive under this Agreement or materially affects the continuing operation of this Agreement. 21.7 Severability. If any provision of this Agreement or any portion of such provision or the application thereof to any person or circumstance shall be held to be invalid or unenforceable, or shall become a violation of any local, State, or Federal laws, then the same as so applied shall no longer be a part of this Agreement but the remainder of the Agreement, such provisions and the application thereof to other persons or circumstances, shall not be affected thereby and this Agreement as so modified remains in full force and effect. 21.8 Right of Entry. The City, at the direction of the City Manager or his designee, shall at all times during days and hours of operation, have the right to enter into and upon any and all parts of the Concession Locations for the purposes of examining the same for any reason relating to the obligations of parties to • this Agreement 21.9 Not a Lease. It is expressly understood and agreed that no part, parcel, building, facility, 26 Page 901 of 1842 EXHIBIT 2.0 (PAGE I OF 2) B s 2 2 00 0 02 r u a• 5 F. 2 o 0 0 0 a'0 o a E E 11 u, E. n �, �., N ,� N E F a : ° : : : : : : oa ., o 0a "; ;;: E "u NE o o o o o c, E in 111 1 ,n e n ., 0 0 0 ., a a a 0 0 a a n AE c v 9 il '--, o o So 0 0 .co o 0 0 O N o 0 E E 2 w ry Cu• 2 . y8 ,v. S y a 1411 a Y O e0 M €.1) 'o o c C v V C O a v MS m rt N N 0 u tai _ _ _8 8 . a > a) 8 E E M c ., i L o O C (h O 0 s Y `m u g :: S u 11 11 11 E ;o y. - s a a m N o 3 01 a s +, . i 5 E fl .ct" m .. a , v V ;] u 8 s g F. a 9' EXHIBIT 2.O (PAGE 20F2) 0 o rn oeoaoovi moo LI N N0030. an Q` (p N N r- N m " „, .. el „ .. a o o a in 0 0 0 y0 r 00 0 0 N 0 03C an o o o o o c o o oo LAI O U 0 0 D O o o 0 O i;. N m N •A N N N• h O rvj = n C11 CP cc 1 "4111"41111P. 0 Neoon ' o o 0 0go A N ° N N N N � 0Iin 0 - N .-1 ra - .r ry 32 88 p 00 i to c G at 2 2 E 3 w v tcc r 5 al U o mua 01 C iiii > u U CO N ;: 3 , E T in v v ' S 2 `- = E o s 1 n mf wd _ w E d 1J� L 03 E C 6 O u i ii;F J a CL 2 g N N u L m , 3 2 2 EXHIBIT 32.1 .4 (PAGE 1 OF 3) IVeasure your COT -nuto to tre " convenience store in steps , not mile - r . , viii • , '' 4Z.,,, I il rn _ 1 IA p y� Via y, 31� \ 2 A' 1 F47 ni5. .,4+a.N [�T . I �. +vslt ,,� pp $ } f i i ;,'E Y t 4 iV1 FY G"YI 411 lyytP k •�hYt °pv a i '. ?� � j mr ,+�tyY kyr, i 44:44-t'Yt 3.' ' f .0, 1:1 I': 4i/ its v.1'�.rg/.y ,,:.,,,,,,til-w ' ''� r sae s Fa .. '' 4‘i),4:4,;.' •y l.. ,..-tz T-- ..V�NY4 ! .a : �.J+Ca�m,u,t,> 'I. •'t�'.P4dd"� 4. le:ti : , i" h _: t ;t_; L k '1; 4. ;f II,.;•. W Fi. 'I� Have snacks on demand with your lavorito brand; of candy, pastries, cereal oars and salty snacks... all guaranteed to deliver !hanks to our exclusive SureVenGTM' technology. 21 rr , c5 � ,, + myna1, i� h '4 ' ":„'").,V'. .;;;..,,,:1,:•:.f w. v ,,41:!:,,,,..3 lT pEt.. c T' i 1 :?��"7 ew,=�»'<F �fi, ,.. .w '.4u�,�:�: r ,:c. .4'�, t .. ' r , .. 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( t N S a �A k a .rr ki« i t I I + 1 r ll.: '-i r r pPr .s.s k Inr 14-- fi r 1fg �i � ;,? r. t{ \ - 1 ; Al Z-400 Ice Cream Vendor .,. . _ _ . ..• " Page 906 of 1842 EXHIBIT 3.2.5.1 ITEM PRICE Chips / Crackers Candy / Chocolate / Pastries 10 , 41;OOw 100% Milk / 8oz 100% Mill< / 16oz Ice Cream Ice Cream Premium Health Snacks Health Snacks Premium k X,r, q'' $1 50 Refrigerated food items small `.. , i;, Y $,z:56; Refrigerated food items large S3f5CS,;' Page 907 of 1842 • EXHIBIT 5.0 BETTOLI VENDING • 6095 N.W. 167TH STREET SUITE D-5 HIALEAH, FL. 33015 TEL 305-626-0740 FAX 305-623-0108 Full Line Vending Snack, Soda, Juice, Food, Coffee, Water, Customer: OKEEHEELRE VLS. Address 2200 PINEHURST DR. Oreenaces,FL. 33413 Vending Machines Commissions for: _ _ January-I2. _yLie_ _l Pn�crce .Sold Commis:an Teachers Louon ' 25.00% $3$S$S.$$' Soda 5170 25.00% S$$S$$,$$ $$S,.$$ Soda 5171 25.00% -----'______$.SS —~_-- S.$S.S$ Soda 517225.00%— .$,SS$S$.S$ 1S1-$1 Soda 25.00% __- -. .S$$S$$.S$ SSSS$ Soda 5177 ---_25,00% 5$'$SS.Sn.SYv— SUSS Soda517S 25.00% --- ---5$S$$$.$$ MSS Snack 1253 20.00% SSSS$53$.S MSS • • • Total Salcs SYS.&'i1.4$ Tom Commissions Uut. SSYS$5S.SI n Page 908 of 1842 Exhibit "E" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Page 909 of 1842 Café Menu Items Organic Chips & Cookies 4L0043.00 Beverages-Starting Leon: $1.00-$7.00 -coffee -Unite -Cappuccino -Mocha Hot'1"oa -Organic likes -Milk -Sodas -Bottle Teas - '.. -Bettie Water Oatmeal& Granola -$3.00-$6.00 Soap -$3.00-S6 O0 Sandwiches -$5.00-$10.00 Wraps -$5,00-$10.00 Salads -$5.00-$10.00 Kids Menu—starting from $5.0047.00 yoga-t -organicjuiecs -organic peanut butter and icily Blended Frappes -$4,00-$7.00 Smoothies with Protein -$4.00.67,00 • Energy Ban -$2.00-$4.00 Hot Coffee Drinks -$2.0046.00 Cold &Specially Drinks • -$3.00-$6.0D Non-Coffee Drinks -$2.00-$5.00 Exhibit "E" Page 910 of 1842 Exhibit "F" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Page 911 of 1842 Pro Shop Exhibit Racquets -Junior Racquets from $25.00-Name Brand -Adult Racquets starting at$80.00-250.00-Name Brand (Babolat, Head, Wilson, etc.) Demo Racquets -All Name Brands tbr rental starting at$10.00 • (Demo Rentals $5.00 per day towards Bill purchase) Men's Apparel -Shirts $28.00-$100.00 -Shorts $20.00-$85.00 Women's Apparel -Apparel starting at $20.00-$190 00 -Shirts -Shorts -Skirts -l'ennis Dresses Boy's Apparel and Girl's Apparel -Starting from $20.00-$90.00 -Shorts -Shirts -Skirts Team Gear -Starting from $25.00-$200.00 Caps, Hats, Visors -Starting from $1.0.00-$20.00 Men's & Women's Shoes -Starting from $60.00-$I65.00 Junior Shoes -Starting from $20.00-$80.00 Bags & Backpacks -Starting from $26.00-$80.00 Accessories —(Dampeners, point of sale items) Starting from $2,00-$50.00 Ball Machine (See instructional services/$20.00 per hour rental) Exhibit "F Page 912 of 1842 Exhibit "G" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Page 913 of 1842 -- --- DATE ISSUED: Pogo: I SECTION:— P b�•'� I I/25/2007 I Of: 3 PARKS & RECREATION DEPARTMENT — -- -`I SUBJECT: RECREATION DIVISION EMPLOYEE'S HURRICANE PROCEDURES POLICY: The Parks and Recreation Department requires tie following procedures In case of a hurricane watch or a hurricane PROCEDURES. I. HURRICANE WATCH PROCEDURES A. All Staff 1. If a Hurricane Watch is issued while you are on duty, stay at your faolity and call your Immediate supervisor for instruction. 2. All employees must make sure that the Department and the immediate supervisor have at least Iwo(2) telephone numbers where the employee car be reached. 3. If you are not cn duty,and a Hnrlcane Watch is Issued, call your immediate supervisor for instructions. 4. You may be called to your facility to follow hurricane procedures and may be • assigned to assist anywhere help Is needed. B. All Supervisors 1, All supervisors are to report to Division office at 21" Street Recreation, 2. Each supervisor will instruct their staff at each facility to carry out safety procedures. C. All Tennis Center Managers 1. All Tennis Center Managers are to report to your Tennis Center, 2. Notify your immediate supervisor that you are on duty. 3. Follow safety procedures. D. All Pool Managers 1. All Pool Managers are to report to your pools, 2. Notify your immediate supervisors that you are on duly. 3. Follow safety procedures. All personnel ere not to leave Moir site until pe,amssion is given by your supervisor. It PROCEDURE TO SECURE FACILITIES A. Tennis Centers 1. Tennis Personnel must report to work immediately, if off duty. 2. Clip wires and take down windscreens. Roll up tightly by sections and store all nets. 3, Remove all maintenance equipment i.e. brooms, rakes, etc. and store in a safe place. 4. Tie down benches to posts. 5. Store all trash cans in locker rooms, 6. Remove all seats i.e.bleachers,chain,etcand store as instructed, 7. Secure all loose objects, computers, and all miscellaneous items in the pro- shop. 8. Turn off all power at the main panel box. Page 914 of 1842 Exhibit `rG" --- --_-----�� DATE ISSUED: Paget 2 SECTION: 11/28/2007 Of:3 PARKS 8 RECREATION DEPARTMENT -- -- —' SU6JECT. RECREATION DIVISION EMPLOYEE'S HURRICANE PROCEDURES Do not leave the facility until fully secured. B. Playgrounds and Youth Centers 1. Remove everything on the first floor that can ce damaged by water. 2. Remove all objects away from window. 3. Turn off power at the main pane' switch_ 4. Bring In all Irashcans and store in a safe plaice. 5. lie all benches and swings securely. 6. Be sure that a'I sports equipment is stored in a safe place. 7. Cover and unplug all electrical equipment with plastic (i.e. computers, printers, copy machine, TV's. etc.) Do not leave the facility until fully securad. C. Swimming Pools 1. Take down all canvas on deck;sun shelters, umbrellas, etc., roti up and store in safe place. 2. Clear the decks and store all movable items in the deck storage room. 3. Lower the water in the pool some two (2) feel (youth center lower three (3) feet). 4. Stack things off the floor that can be damaged ay water. 5. Lock al'windows and doors. 6. Shut off electricity to pumps, chlorinator, etc. 7. Turn off power at main switch. 111. POST HURRICANE PROCEDURES A. All Staff 1. All staff Is to call City Hall Employee Hotline (604-City) and their immediate supervisor(if possible)as soon as possible, and wait for further instructions. 2. All staff will be assigned work locations to begirt cleanup of all storm damage so that normal services to the public can be resumed as soon as possible. 3. Ab staff must report to work when notified by their supervisor unless unforeseen circumstances prohibit otherwise. B. All Supervisors 1. All Supervisors are to report to City Hall (I don't know about this one...we usually report to our sites)as soon as possible, 2. Coordinate the damage assessment and clean up procedures. 3. Immediately upon reporting back to work a damage report must be fumed in to the Recreation Assistant Director. 4. Assign staff to each facility. C, All Tennis Center Managers 1, All Tennis Center Managers are Io report to their Tennis Centers as soon as possible. 2. Prepare a written damage report of their facility. 3. Assign staff to cleanup procedures. Page 915 of 1842 - - S- - ---- DATE ISSUED: page: 3 /SECTION: 11/28/2007Of: 3 PARKS& RECREATION DEPARTMENT SUBJECT: —�_- RECREATION DIVISION EMPLOYEE'S HURRICANE PROCEDURES D. All Pool Managers I. All Pool Managers are to reports to their Pool as soon as possible. 2. Prepare a written damage report of their facility. 3. Assign staff to cleanup procedure. Page 916 of 1842 Exhibit "H" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Page 917 of 1942 ASSISTANT PROFESSIONAL NSC QE_WORK Provides instructional tennis to all programs offered aria works In the tennis canter pro shop as needed. 1I UM/DYE L S OLLS, arkklLpaU.iES, • Provides instruction using the leaching concepts •• • Provides Instruction with tennis clinics,largo groups,private lessons and all camps, • Inspects courts for maintenance and safety Iswes, • Provides customer service excellence. • Perforins other related work as required, • O r.EDGE, SKUS ANDSILME5 • Knowledge of the principals and methods • Ability to establish and maintalh effective working relationships with all employees and ' the general public. • Ability to communicate clearly, firmly, tactfully and diplomatically with the general public, business, professional government agencies and other employees. • Knowledge ofsianderd tennis cowl maintenance(ell types of court surfaces). MitimliMftF RCMENTS • Must posses and maintain currant certifications in: USPTA(United States Professional Tennis Association),USIA(United States Tennis Association)or the USPTR(United States Professional Tennis Registry). • Ability to work nights,weekends and holidays. • Must pass a City of Miami Reach background check. • Must pass a City of Miami Beach drug screen. • Must obtain a Business Tax Receipt from the City of Miami$each, 'LHYSICAL REGUIRMENT5 • Ability to react quickly and calmly In emergency situation. • Physical obllily to provide tennis Instruction for all levels. • Willingness to participate In a training program In order to maintain proper physical fitness. • Must have the use of sensory skills In order to effectively communicate and interact with other employees and tM public through the use Of the telephone end personal contact, • Some silting,walking,moving,climbing, carrying,bending, kneeling,crawling and reaching. S PF,' YISION REcTIY.ED • Work methods and assignments are prescribed in detail. • Work is usually carded out under Mlle direct supervision and requires initiative and the ability to exorcise good Judgment. SS PEE ISION EXERCISED None 47 Exhibit "H" Page 918 of 1842 HEAD PROFESSIONAL A Supervisory position that oversees rho implementation of instructional temps programs for all levels of age and ability. Also oversees the pro shop and court maintenance operations and recommends the hiring and firing of subordinate tennis center personnel. ll1USTRATIVE E._XLMPtE§QEZ1 NIJ& 1)UTIE5 Assists with the teaching concepts. • Oversees tennis clinics, largo groups,private lessons and all carnet. • Provides tennis instruction. Assists with overseeing meetings on Policies and Procedures. Inspects courts for maintenance arid safely issues. Provides customer service excellence. Recommends!ha hiring and firing of tennis center persecnel. Performs other related work ss required. • Recommends the purchase of equipment needed for a tennis center operation. • Knowledge of the principals and methods, • • Assists with training, motivating and managing subordinate employees. • • Ability to establish and maintain effective worldrg relationships WO subordinate employees and the general public • Ability to communicate clearly,firmly,tactfully and diplometicelly with the general public, business, professional government agencies and other employees. • Knowledge of tennis center management of a pro shop. • Knowledge of standard tennis court maintenance(all types cf court surfaces). MINIMUM REQt11REMeTS • Must possess and maintain current certifications In:USPTA(United States Professional Tennis Association), USTA(United States Tennis Association;or the USPTR(United States Professional Tennis Registry). • Posses at least 6 yeare of experience providing tennis instruction. • Ability to work nights,weekends and holidays. • Must pass a City of Miami Beach background check. • Must pass a Oily of Miami Beach drug screen, • Must obtain a Business Tax Receipt from the City of Miami Beach. • PH YSKALREQ U I RM ENTS • Ability to react quickly and calmly In emergency situation. • Physical ability to provide tennis Instruction for all levels. • Willingness to participate In a training program in ardor to maintain proper physical fitness. • Must have the use of sensory skills In order to effectively communicate and interact with other employees end the public through the use of the telephone and personal contact. • Some sitting,walking,moving,climbing, carrying,bending,kneeling,crawling and reaching. SUPERYJSIOV RECEIVED • Work methods and assignments aro proscribed Ir detail, • Work Is usually carded out under little direct supervision and requires initiative and the ability io exercdse gond judgment. • SUPERYI$QN EXERCISER • • Directs the work of subordinate personnel at tennis facllilles In programs and auxiliary personnel. 48 Page 919 of 1842 TENNIS MAINTENANCE WORKER Performs standard maintenance required(courts and facility)to maintain a safe and enjoyable tennis experience for all users. • �I USTRAW FYAMFLES. EZIENlTJA4pt.WTlf. • Brushes and lines me courts as required (minimum 3 times per day). • Check Water levels on the coats as required • Rolls the court after new material Is placed and a minimum of once a week per court, • Maintains windscreen are secure and In place. • Adds clay to each court as required. • Provides Ice an water to the court water coolers. • Fills out dally log as required. • Scarifies the courts as required. • Patches low spots on courts as required, • Inspects courts on a daily basis to include but not limited to: court lines are not worn or coming up, nets are 31eet at the center,windscreens are attached and not torn, io debris on the cool. • Weed eats around and en the courts as needed. • Cleans and disinfects the locker rooms and the pro shop, • Provides customer service excellence. • Performs other related tasks as required. KN.QWLEDGE, SKUI9 AC(D A ILITU ,S • Comprehensive knowledge of the standards in tennis court maintenance(all court surfaces), • Assists with training all tennis personnel in court maintenance. • Ability to establish and maintain effective working relationships with all employees and the general public. • Ability to communicate clearly, firmly,tactfully and diplomatically with the general pubko and other employees, MINJMUM REQULPJMENTS • Must attend maintenance training and receive a certificate gem Welch Tennis and Fast Dry Court within 3 months of employment. • Must pass a City of Miami©each background check. • Must pass a City of Miami Beach drug sneer, • Ability to work nights, weekends and holidays. PPhIniCAt REQU{RM_LNT.S • Ability to lift up to B0 pound bags. • Willingness to participate In a training program in order to maintain proper physical fitness. • • Must have the use of sensory skills in order to effectively communicate and interact with other employees and the public. • Must possess the ability to walk, move,climb,carry, bend, kneel,crawl, lift and reach on an ongoing dally basis. SUPERVISION RECEIVED Work methods and assignments are prescribed in detail. • Work is usually carried out under little direct supervision and requires Initiative and the ability to exorcise good Judgment. 49 Page 920 of 1842 TENNIS AIDE NATURE.QF WORE Assists with the Instructional tennis programs offered and works In the tennis center pro shop as needed. LIWIRATIUWA1 $QF E.SKLL.fAL Di1 1:1 • Assists the tennis instructor with tennis clinics, large groups and all camps. • • Provides customer service excellence. • Inspects coune for maintenance and safety issues. • Performs ether related work es required. KNOW FDGE,_aKIUS ANI) MEM • Knowledge of the phncipais and methods • • Ability to establish and maintain effective working relationships with all employees and the general public, • Ability to communicate clearly, firmly, tactfully end diplomatically with the general public. • Knowledge of standard tennis court maintenance(all types of court surfaces). WASINI lA3iQUIREMENTI • Ability to work rights,weekends ano holidays, • Must pass a City of Miami Beach background chock. • • Must pass a City of Miami Beach drug screen. • Must obtain a Business Tax Receipt from the City of Miami Beach. PHYSICAL RFQUIRMENTS • Ahllity to react quickly and calmly in emergency&tuallen, • Physical ability to assist with tennis instruction for ell levels. • Willingness to participate In a training program in order to maintain proper physical fitness. • Must have the use of sensory skills In order to effectively communicate and intereot with other employees and tho public through the use of the telephone end personal contact. • Some silting,walking,moving,climbing, carrying, bending, kneeling,crawling and reaching_ $1.112ERVISION REELYED. • Work methods and assignments ale prescribed In detail. • Work is carried out with direct Supervision. SUPERVISIOft X$RCLSJ • None 50 Page 921 of 1842 • • i TENNIS DIRECTOR NATURE QL WORK An Administrative position that oversees the development and implementation of Instructional tennis programs for all levels of age and ability. Also oversees the pro shop and court maintenance operations, Also oversees the hiring and fling process et the tennis center. JnL1U,,SIR,.,PTIVE EY,AMPLES QE„E ffAL D.UIJJ $, • Directs rho tennis staff on the teaching concepts • Organizes tennis clinics,large groups, private lessons and all camps. • Provides tennis instruction. • Conducts meetings on Policies and Procedures. • Inspects courts for maintenance and safety Iss.ies. • Provides customer service excellence. • Oversees the hiring and firing process of tennis center personnel. • • Performs other related work as required. • Recommends and purchases all equipment needed fora tennis center operation. XNOWJLIICzE SKILLS AND ABIUIIB . • Comprehensive knowledge of the principals and methods. • Ability b provide leadership, train,motivates and manages subordinate employees. • Ability to establish and maintain effective working relationships with other employees and the general public. • Ability to communicate clearly,firmly,tactfully and diplomatically with the general public, business, professional government agencies and other employees. • Comprehensive knowledge of tennis center management of a pro shop. • Comprehensive knowledge on tennis court maintenance(all types of court surfaces). MINIu .0 _ _ . . ► .S • Must possess end maintain Durrant certifications int USPTA(United States Professional Tennis Association), LISTA(United States Tennis Assoriatlnn)or the IJSPTR(United States Professional Tennis Registry). • Posses at least 10 years of experience providing tennis Instruction. • Ablflty to work nights,weekends and holidays. • Must pass a City of Miami Beach background check • Must pass a Cily of Miami Beach drug screen. • Must obtain a Business Tax Receipt from the City of Miami Beach. PHYSICAL REQUILMENTS • Ability to react quickly and calmly In emergency situation. • Physical ability to provide tennis Instruction to all levels. • Willingness to participate in a training program in ardor to maintain proper physical fitness. • Must have the use of sensory skills In order to effectively communicate and Interact with other employees arid the public through the use of the telephone and personal contact. • Some sitting,walking,moving,climbing,corrylog,bending,kneeling, crawling and reaching. $UEERVISIQN10EIu_W • Work Is subject to review for compliance with the City of Miami Beach Contract. SUPERVISION EXERCISED Directs the work of personnel at tennis facilities In programs and auxiliary • Page 922rof 1842 Exhibit "I" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Page 923 of 1842 ® Y - st 'mers have a aght id dXPkcl, S(tolvIlt0*puhlievIN[11:06h 01E • 7. rrtr & TELEPHONE •ialapbnm..vilIIc[CAW rnd a-dl cv9amei4)oto<I pab,6 do my,mmol I,u..rrs.hour,01,-..r.dug w:rbrn tic lLlrJ dr19 0 • II rr < 0. c '.J nllheM to{cd tolfreudr ly h 1 f s . shays , it het to lella c t ofrim An chole of e reol be problem r r noplEhohIr- •Culls e lie erlerml!intros'oil Lr,arrEEEETEcoh voth n•°Hobo,El hilostrich Etoh n :Cloud'not niout Cy EEt Mors 8 ick,lohn Smith,may I hl;,Yol •Grpluyc wig talc Tut ebb lily NI provelEEET e solmlon andJor opllorr.to err.-costumer'.,rnyae;r •Regoosl pvicrirwim horn the calla,bolaw traasbainy 0 co I.Provide Ilia mlterTeel"Ga own.and mvnber of tiv0 1301:011 onhrg lino,loaod tor and%ayan II o me tounnnrrmt tlmcnllnr IL)Inc.pe ., rug- ret the lrun,for.Iftaa!remfur concur llicemuomplisbod(busy no answar or To.par on rs u.<Cnrablo-1,ere emplor, .Eou,til rmmrinev w1r1 the caller arch a:4 if lmy wont to leave Cl messnyc. •Voce nind nie urge;well mdse.'omployoes lull non: warLrrrl hour.. r, roi apnonol plrona nvrubor for cudq-vare In call' Who', �rby_ro rsr.vay lam rho then for nn ornaJed l rn .ni of lma, Ilro.n.ee.moil mossnyn nil o:ror.,mr.mra such abbe,.e and oiler on option for Aro collo. •inlay tire cowairier far crdCny uoJ osi it(t.rnror c..alencu;,nr.lodcd rr.,ar rn const ilnq ole rnl; WRITTEN •C mrdorn.r:sto I ww,a E.p_cr !' OORR"r°" PNCF •goal,EtI. luvs will null( hot motes,flN elsprol het-t, fb,!wn. 1 . l ct rvmbe'. 0 /�7 n.ro.v 1 m...mdl Jrm raga; :a l Inn rsl h •elspoml to.armor wit:IP 10 Lug IV.:Juy+ •Correct tpul.iog noel pron rn.,n will be s.o.d,bwlodIr5 n :marc-norm and udd.es. .revise ora. 11.. ldmr a ;door i An oqubir;. •Fci cw h rv:I'r . .y 1e end'nsldc na Icls:-c-tumt a.dthr n.<.ni tr rbrunfl ..r..r� PERSONAL •kasfaod Issue. �s- , v.r. I ,,or 1k ( i _d uJrvny l v . lvm:+ err n El:in.led Il .rr CONTACT •Irro. , r rl ,lu. r 1 devn, r r. i.q ..IC-ul. . r r ':'; epr L rrohr n<yl to l o , .,_ nor- +l n .Icru.orr.lr ..,a,ndco! rnrr ate C .r. Ilr r (i h rqL n •Frnbyrc ,oa,: Crc rsh . , r-.r f . „ r. Iv.rl.r r, . .,Pr. n + allxi c+., MONITORING •ar:me c Ln, - .ar�mrd:. OUR PROGRESS •If vc :o ,_,melt „hf� r . r_, „I r - rr� .,.ry 0 Exhibit "I" ttttlte tp providing oxcoliot public servile t and tafharytp aft v?ha live, work"and pky leo our vibrclnn1; troptcak, historic community. Page 924 of 1842 . Exhibit "J" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers J I Page 925 of 1942 Miami Beach Tennis Centers Flamingo Park & North Shore Park Tennis Fees Annual Membership Fees Resident Non-Resident Youth (Under 18) $ 75 $250 Adult Single $210 $550 Senior (65+) $175 $425 Family 2Adults/2 Youth $500 $1 ,250 (Each additional child) $50 $75 Court Fees Resident Non-Resident Hourly Rate $5.00 $10.00 Hourly Light Fee (for Night Play) $1 .50 $ 1 .50 *Memberships are sold annually in accordance with the City of Miami Beach Fiscal Calendar Year October I" through September 30". A prorated 6 month membership from April 1 through September 30 is available at a 50%reduction from the annual membership rate. Specialized Play and Youth Tennis The CONTRACTOR agrees that the City's Parks and Recreation Department programs or co- sponsored programs will have use of at least 2 courts at each Center, at no charge to the City, twice per week,for a minimum of two hours for each court, between the hours of 11:00 a.m.and 5:00 p.m., and any time after 7:00 p.m., to provide free instructional lessons to after-school participants. Use of courts pursuant to the immediately preceding sentence shall be deemed to be the utilization of courts for public usage. The CONTRACTOR also agrees to provide fee waivers and/or fee reductions in pricing for programs(i.e. clinics, academies, lessons, camps, etc.)for those City of Miami Beach residents from low socio-economic backgrounds who qualify. The CONTRACTOR agrees to utilize the same criteria for determining eligibility for fee waivers or reductions as being used by the City of Miami Beach Parks and Recreation Department at the time of the request. Fee waivers do not apply to private lessons unless agreed upon by CONTRACTOR. The CONTRACTOR shall also offer free and/or affordable programming for Miami Beach residents with disabilities (i.e. Wheelchair Tennis) and for Miami Beach Senior residents. The CONTRACTOR will make provisions for summer and specialty camps, which camp programs will include,without limitation, camp programs for people with disabilities and for Seniors based on the established Parks and Recreation Department format. Exhibit "J" Page 926 of 1842 Additionally, in connection with the Parks and Recreation Department summer camp program ("Parks Summer Program"), Contractor agrees to provide two instructors, who will provide tennis classes for the participants enrolled in the Parks Summer Program, for one week during the scheduled Parks Summer Program, for a total of ten (10) hours, typically between the hours of 9:30 am and 12:00 pm, for the total fee of$850.00 ("Parks Tennis Camp"). CONTRACTOR and City shall reach an agreement with respect to the dates, times and location for the Parks Tennis Camp. The location for the Parks Tenn s Camp may be at one of the Centers or at Nautilus Middle School, with the Parks and Recreation Department being responsible for the transportation of the participants to the Parks Tennis Camp site and CONTRACTOR ensuring that two qualified instructors provide the requisite instruction at the Parks Tennis Camp site. Applicable sales taxes will be applied to all rates. Page 927 of 1842 Exhibit "K" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers K it Page 928 of 1842 Instructional Prices Tennis Pees Private Lessens (1 student, 1 instructor) $85.00 (per hr) - Director of Tennis $75.00(per hr) - Head Professional $65.00 (per hi) -Assistant Professional $60.00 (per hr) - Recreational Professional Semi Private (2 students, 1 instructor) $90.00 (per hr)-Director of Tennis $80.00 (per hr) - Head Professional $70.00 (per hr) - Assistant Professional $65.00 (per hr)- Recreational Professional Private Group (3-4 students, 1 instructor] $180.00 (per hr) -Director of fennis $160.00 (per hr) - Head Professional $121.0,00 (per hr) -Assistant Professional $120.00 (per hr)-Recreational Professional Adult Programs • Adult Beginner Classes (Men's and Ladies) -(11,4 hr) $80.00 (4 weeks) $25.00 Drop-in • Cardio Tennis (Men's and Ladies) -(1 45 hr)$80.00 (4 weeks)$25.00 Drop-in (beginner,advanced) • Cardio Tennis(Men's and Ladies) -41 hr) $60.00(4 weeks)$20.00 Drop-in (beginner,advanced) • Drills&Skills (Men's and Ladies) -(1 45 hr) $80.00 (4 weeks)$25.00 Drop-in (intermediate, advanced) • • Exhibit "K" Page 929 of 1842 • Top Dog (Men's and Ladies) -(11 hr) $80.00 (4 weeks) $25.00 Drop-in (intermediate,advanced) • Ladies Day Drill &Play-(1 '/hr) $80,00 (4 weeks) $25,00 Drop-in (intermediate, advanced) • • Men's Adult Clinics-(1 Vie hr) $80.00 (4 weeks) $25.00 Drop-in (intermediate, advanced) • Socials o Adult(Men's&Ladies) - (2 hrs) $15.00 per class (intermediate, advanced) o Match tough (Men's Competitive round robin) - (3 hrs) $20.00 per class o Tennis Ladder- $20.00 (per.season) (intermediate,advanced) Junior Programs Junior Clinics • Red Ball (4-8 yrs) o $80.00 (4 wks) 1 time per week o $160,00 (4 wks) 2 times per week • Orange Ball (7-10 yrs) o $80.00 (4 wks) 1 time per week o $160.00 (4 wks) 2 times per week • Creen'&Yellow Ball (11-15 yrs) o $80.00 (4 wks) 1 time per week o $100.00 (4 wlcs) 2 times per week Junior Nay Days • $20.00 per day (3hrs) junior Leagues(USTA Junior'Team Tennis) • $250.00 (8 wks) 2 times per week Junior Team Drills • $80.00 (4 wks) 1 time per week Junior Development Programs • $400.00 (4 wks) 2 times per week • $600.00 (4 wks) 3 times per week Summer Camps • $400.00 per week(Full day) Page 930 of 1842 • $250,00 per week(Half day) Page 931 of 1842 Exhibit "L" to Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers L Page 932 of 1842 U 1 R Q • QIIu 1 1 1 ( tl L C. (sly 044) .<(• 0 (4) 52 Exhibit "L" Page 933 of 1842 • 0 A . I - Q ce �. 2-.. o .5 C 0` 204 „t °' zc c 0 2 }.,,. a C 0; 0 .a 4' T c , is W 0 ' �'' 0 c c • 6 `-0 I �Y , - n, u-, E , Lb P,' 44 c -lwa C U 1 . a, .3•.z < SQ < < D C h I G G P 1 ` '({■ Hy 4l A � a 53 r . .. C. V i r - 0 0 0 0, <C Lid "7. ,i 44i ; J.. 10 Ca L., . . A --0 0 < , 1 . , --ty - - 97: 40 61`..>, c .2' 0 c cii; 0 p , H, !.... - - tis, 0-LI. 0 : ' -1141 00tts .5: b ,..: ' . ..„ , . a), c), v ,....,, t.i . :. .. . - . ..? is," ay —tr.) as,1/2,,4 -.- ,•.. 444iii.w.. 1 .... ;..;::::,:; C I • . • :- a S2 2 a ab. co 'P'''• .. - --• ,: ,- , : . - . x ..., ( -c co U En H ). o 0 • . - ,444 . ..5. E S S :•:-. . . U: 2 -0- LH . .. ..: k( :. . . :4j '' • C - - Ph (.9 i : .: . I . 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O we.gFp ',. �E Si A ,i, . 3aray ufi - G 4G at ct•cr � f*tn, o E � L'-vii g +�' t. u° �' E ° iH .£ 1 q f h e 'I.� .I / f } c i N F , ;j' \ ut. i,1 D ;^� � ' S 5 ( a 53 Y� k 61 pr e J I .,' pp 2 Ti C U J • 4 p 'n. 0 11QYdP F 2 j CID i w fa'',k ,S/ Es 0 •.'� 1144 ( j n Q I.L. a N v '' Tiol - Tu eh ! 81 .., � ' 0 Tj m Uri) (5 .E odm d 5 8.p. iev 1 r.}r' U AF G tj (Da N !. -0o -8 „.%)., �>. . ) s".'34. ""ao> d m8 . E ° n o boa ' 0 P n_ y-2. -.2 o o.'� avj a i ii V it Mxn= H iv b r Oc mo ..Im2oC v o 1 t 6 1 c L + ! IV) is,..'. V1 rn- )2 . V U -, `o Y4,r } 43 „ Cr P • U 0 W to 0 f1 r 6--5 d Vyy , F° N S a m "� I y4,',,'47...1 x r. . : ] W m 6 ..2,-,..:.;.",r 4}j .- s _' ( r }� � .! � , r t y� •.- f•vIY'4•ti i 62 Exhibit "M" Miami Beach Tennis Management, LLC. Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo And North Shore Tennis Centers Page 944 of 1842 \\ cid) I oink (_ atom • fit 1800 '32.1115 111h, lit MIL l l;G+.tl l f 11 E Nome -Mouths. WhutWe oat ci,LicifOgirwret,cotiatdNei4cp71pstrrmkl; umovrs,sWtpS,c s . • 1 . Exhibit "M" Page 945 of 1842 WI ch tennis Courts 1-800-'252-4415 trccichtennts.com r tlorrl'e' ntwin us WMJ14'u tM oul.lailLivau GaRIMadq nr.`n..Y�a ftitJa rsnNrfus. 3lora Ccprbet • hcar I t .rc „ • ... 1. Brushing: Brush to the woofing before play brush in the aflerncen and if slalflng pen*.Is brush 'n the prening filler play, ;s- over sover Bruslnng is'Host eft ctr& when the cool is die UO 1101 brash dt e idles ,r„hen µdhng broom.banind a cart .Baikng OW broom allows for a hell fir and n':ore Ihcroltgh ion 'lirt:sh lrcni fence in fame 2. Watering:TM nighttuna fiat@ring s the moat important Tr, le +'•rater as much as possible •,•••1111 nut ha.inc the courts too wet in the morning Wateong :imes =Ary tleperdetg on Phe lisle of the year hun,Jhv etc II is imcmlant to adjust bingo almost on a dad? halm 'he aferroor ,natonnc is to prepare the court for later afternoon and e:enmg play Because of the wind and sun it s difficult b: wat?r p,enY :Tater as Tate as possible in the afternoon liyou have a In of e.':enmg p!ay it :s not nec-eSsar Ie blush after the afternoon ry elancg but jou should clean the lines Brooming at this lime of Jay Po:II lust the courts 3. Rolling: On the a,erage roll :WI .mots once ?;erj 4r,a ',gees Tns r.t2,: bs more If Ihe; are soft trolling also presses the • excess course material hack o to Ive sur'sce sating on melena! usage Pull the pe•r•lute! el the court as enpll us iasda the lines The pemnelor usual needs minrg more than the hea;II. used diens 4- Patching: The mere pia`: e co10. ;qts the more It gill 'used ns.', :natenal acded to the Laselme area and sentire boles When ,,meting nh*_•er.^the last arttac lu dr; on a nan.rnnds da'; Tris .,dl Indic:at3 Io:+ meas of the surface 1h31 need flea ruatenat added Top-Dressing-T»Ice a yea, the courts shou'id he cleared or esCees dead r.ateria: and top dressed 'th one Ic Ions of net; material lies material 5 '.ale:ed fit War. .. ed each on:, ICI the first couple of+,eees tc ,rsu:e that II bmnJ; to use Cx st Jig sirfar:e Page 946 of 1842 • Welch I ennis Cold h • ~% :)- 1 800.282-1415 iii ' wc 1011 onicli.c( in Ira Abmd Ucrr worst Ya4Uu • raw kI dlo$oo Capt Gididal1laC.et7 '1 Mc$ Seaflas,l.ldc Contuctafs r• ... ,u Fast OrY COlatgain0en(asbie t ll . .. ... ... .. "G . :i ° Overvi L1, Maintaining a WI dry Clay IEIi r13 cc urt'C ea nal reOUI!e any;"eat ellen Cr f x: e'lance II a:re regmre cornrow CC?CLBoon confineo:.nhare,ei ereelntefle nce rleaSurea.',,Aha Ca$IC urlitratanceng eft se oelurtellne caul-tang hn!:II itstaa 1y crrta'n Cond91cns cerrmeneene£ran prrrIce agun?Pne rtrgaze&lr.nlntenanr:ennefaeLt(,-S `he Court ccnelota C I In fee nlaln C.rCOn er:a a cenneter curt 'e erc9!cn ar'.i maze MY C(ui lil plate a Stone ease-.v0eth 0-1.I8 Al both a Jra.nage area an,lanaitur,lett£r'.pr an9!h;feel gag ;lag lag Iro•faCe FOr a0me0ne!al.ive care ci apr'Cperly cOneiruclad ra9t l(a tour: ate last Iv.c alemerIS eheald rand. deter read Ic Ce c0nsidered The la el Sri sin fa c5 AS elf 131b#pad Cl Ire deur) dII iCh re)Lse o'regular aIle+hen Fast Ory t.1arerml TO cm-redly care fora Iatt'1r.s Court.4 a empCrtanl lc untSratnrl A 'FY. OaYlr facts adrul fast dry eur'acmf fro tent a 13 en extremely iird taSah6fact Massa estc'C cured r ae Eat ally green Colefea OEC'.an Th.Sre'-k Ines ye Una ante e range 0l finely graded pari01£3 r.an IE.E T9llar;usl ann4a eat ndiasact.ng 890 cchear.enm*F laid,tier 0$el dna l"£b,-,tpatqui privtlmg drfNage. The lest dr,?yrlaCF vi preaer.el in a fail prr'ifi ed fnu pro:canoe C!ropsiaf art Ih0 app Ca Ccs her required sr°°shoe Its Genera Oa :y IS siti:enance last dna rla) :ar"ra CeJal'slaws neguiaWCare )!her Ulan times C'InClemMt he 9lherc• (.nen a°curl nes Ceen O'Ceei for the:.Inter tris means a alv rngahrn arc main lanae re E..en it ccurthatl act boon plesed cn tri?nc(a satiated for pie. Irrlgellor and rolnleranee ah0oad 0( ICe'ICfE -he prniar' ailed deirderarmar a3t:riles are truflirg:wartime The iceel seauence forniiaWairIng occur.^.es Crushing n alenng and rCiire -nes is fre;a:ntl.ddhruatc cc since-mcn Watering l9 Jona JOair g the nighl 3rd nC C ne may to a,enatnt IC Cnlar the court al re end c'the pre.ecus Jay 3 Chit Hoss eser,ACCSsible este 33qer of 9 Elie PS IS test t eft auee laualnrg helge le,el ani Ida ifs:ere icnE In the I9al dryy once 9urlaCe.'iVater8e11 le0d IC eat IPete nepe:'edUCta d@e:. are Dc!ccrrec:tJ w 0.3 damp Cc art re harder IC redlir$ule sill face gramme en le farm issentaiers Cr e.e-smallpde3 c!teary Frush,rw It la rep erten!tc nctf trial Crtahmg ne eeerne n en Se.£rat atlNErt peecea Cl eg a!P^CTI.r. :enning Cd;he ex afro esti surface CC CJAirr an9 lht gteaea gra pars:surface -P.E ere dtlecs ell Ptl Manse:en!ccl .:Ce ire;Crush ,.fat visaed tl a^;moo afitness He:e.b• ,'.rag slate ea caulra1.en Troy a so Ce used As le,ells;ars grCCf^'fg ie.Cea. e crag mac ?u3ton ly a 'try Soo 4lcc'It vat Cr C.erheni 'fl ab ei dearlm.Ie-sy slant mune -h see courts ere ser;tc he r e rear m,ar&ness sin'ate dampness tory fl che tilt r/lIrg iv;i&'brysh i e Ire oueniy tare and O id nee0Olx generatea 9000 am0unt c l!cos E g'am's'n'ntef-al?Incl.. YOe p18': On sub 3vr!ace'rggatc^-Courts YeaEder Me°fag Crush ma:ani to beCcriecre Se-::'@;Aetna Surra te htalerlal ar'd the crush:hen Icor es Aa at did, IC t;r33erie le'.eI Ih E tcufl E an ati bristled ti Jill e9 me prone tc this reau[ Generally the'osier and sante rhe'a fasirr adlaceli Ire c l t ter llret'uah t'c:ti ICC:encnb be -plasm} LCu to Sh avid ha'.FA Rin ayen Cffi(tee g r8ru3r Parer a:Crr?o s ur'ace ais ma.C C3 E(rater althat silo t.s a player S toot IC(nae. an i A DISC pre.af8 tea tars :,n Ch atEla Ire Bounce(-Poem-oars hail rs dialataliberna Page 947 of 1842 FDC HydroCourt Maintenance Guide Submittal 02792-04 J Page 948 of 1842 FDC HydroCourt Maintenance Guide Tat: f���/ tai,\ in s THANK YOU for choosing Fast-Dry Courts'HydroCourt- the finest tem .W tll Os court available in the world.By treating your court with the same care "T="'='�'n` i TENNIS and maintenance that you would provide any valuable piece of property. Fad-Dry,no v.rw ra.aaom•wu.vxmm steefY i.owcom you'll be rewarded with a lifetime of outstanding tennis. rwi vrw DAILY MAINTENANCE SURFACE AGITATING: We a Steel Drag Broom by hand or the Court Rake or Gator Rake(Hydro)by tractor in the morning and at the end of the day to agitate the top layer of tennis court surfacing.This will help break up algae and hard spots Use the Steel Hand Broom for those hard to reach spots. Note Drag over lines at en angle. If a smoother playing surface Is desired,groom the surface with either the Aussie Clean Sweep or a brag ' Brush.The Aussie Clean Sweep serves a dual purpose• as a surface leveling device(with the teeth in the up position),or as a debris removes(wish the teeth In the down position) Note Only use Aussie or Drag Brush on newcourts until surface is firm Sweep the line tapes with a 10-S Linesman U any surface material adheres to the line lape,use the Proline Scrubber. � • n'jf �� _ f1n 'eTsliedesteets.xtr: 111/011/". I. STEEL DRACdaROCtit pCOURT RAKE �) CSAIOR RAKE(HYDRO) STEEL HAND BROOM b 1 S V iy r )e • sir orxied n ir ALISSIECLUN SWEEP DRAG ORMf so-5 LINESMAN PROLINE SCRUBBER emoamv • MONTHLY MAINTENANCE SCARIFY: Scarify algae and hard areas with the Court Devil.A Scarifier Lute can be used for small areas and around , the perimeter of the court This is extremely important Stay on top of this to avoid need of major scarify- ing carying The Court Devil can be used over lines only if proper case is taken Note Drug over lines at an angle. FAST•DRY; Add +1- twb BO-pound bags of Hydroflend tenors court surlacmg per side per month (2 tons per year), This will help keep a uniform 1 inch of tennis court surlacing and will prolong major resurfacing.One or two bags of coarse blend may be added if a more coarse surface is desired INSPECT SURFACE: Inspect and repair any sur face damage ifbaseline areas requite divot repair,lute and redress as necessary Remove excess dead material Remove any algae, glass, lichens, moss or weed problems Inspect tapes and nails I r. t� k 1/4 - iffe (CURT DEVIL SCANrIE4 LUTE -. To order material and supplies, call us at 800-247-3907 Page 949 of 1842 MONTHLY MAINTENANCE continued CUTRINEr(ALGAECIDE) Turn off HydroCourt water supply nor 21 hours. Pour sever ounces at Corrine into each control box every three months.Don't pow the liquid onto:he valves, Use Shockwave by spraying on mildew and algae areal i ROLLING; Roll new courts daily for W/- 10 days to obtain desired compaction with a Italia.(Newly built or resurfaced coons may only he partially compacted).After initial compaction,s obtained,roll courts as needed(perhaps once a month) to keep Tape and Nails level. • Pit —67,1;;;T;;;;;;";eea -Se Ah“• Yr ,a„ MT ITN Tee henalt j,• ti" .. 4 EI 7� S ENNIS },,f I , s ,aOnT ,.um «y yf F...-„_TRINE CSHnrrwnvf x01ux r;” TN'LapALS raeinaaer ANNUAL & RI-ANNUAL MAINTENANCE MINOR RESURFACING: Every two years,the court should be mmpietely resurfaced bye competent,licensed and Insured HydroCourt contractor.The contractor should. • Remove Tape&Nails •Remove all loose materials and debris •Scarify as needed •Patch and level surface as required •Add i/-80 Ib.(80 pound)bags of HydroOland •Install new Tape&Nails •Roll until desired compactions is leeched MAJOR RESURFACING: .' ca Mann til r,., Laser taper resurface every five to eight years by competent r' i ""40ia nefdi • licensed and insured HydroCourt contractor. NrrM„ . v 3M av Le i',j 1 abss anmy LASER TMfaWF FEI LMEACI 1"‘F."' =3) HydroCourt Nom. : > y 'r S. •j Il 1 T 5 j a� ae \ ,.( . PML4Ue j j' f Mxel•L e4am4 \ 1YI i LTEdi «n tr� M 9,.. • r e yty els > m u ..M,a• I Ir.', sub-em. Intopt Lott p.m." TRENCH LAYOUT(ONE ZONE) •``0. n,w.Ewrn rc nretina ta rbV n�«s ; t i r�ei • f.r.'' . rF'. MV SIfl F. / ••I•Pxcanv t Wane rMrNl 4li"A as c. II wre c•s . .t`. 1 P'.\ , r Doe • alar • I „, PIPING DETATL .+, ^'e• \LT.__ i' Ta order material and supplies, ,.,„, call us at 500.247-3907 Page 950 of 1842 Water Level Guide it—s • The water level in each zone is controlled by the control box for Ufiat zone 7116 control boxes are located adjacent to the court. The elevation of the TENNIS AtIDry Courts Fstingy water in each control box will reflect the elevation of the water in each rueem.o,„,eon.u,.v, ,j4,„m.unaoavnv corresponding zone under the court surface. WATER LEVEL CONTROL BOX th.rn,„ ma°a°`m"° Usually, a water level that is approximately even �� w consideth the red pf the feeder pipe in ths comay olva box de- penzniered optimum However, this may vary de- pending on seasonal, geographical and climactic conditions i ", Each control boy also has an overflow pipe This is - free to rotate in varyingpositions.The pipe should ry[ be tilted downward with the opening J/£ above 1 I w h + ADJUSTING THE WATER LEVEL_ --' rhe obi,two en Walenng yew Fire IlydrOCmei is to rues lain 1I1 I in; the lowest possible water level,which will keep thr entire (curl V f tuniformly mull The standard procedure for dctermrnlny this e level must be ra:msd nut over n period of time by (he person i l ir who er to maintain the taut Ibis warn level rosy very due to Wsensoral r on:Heins, tenrperalure and Irunnthry 03 III tll l)! I l rip st,robe the waver level until till dry ureas demonism win an each I ® Irl!I cone. Ntrk sopor font to ,ernembei that as water flows h othe trnntrol Log to reran ono,it must navel a long diverse though it :natively small eye, When the wake Jewlies ihmoum, a rno,.t lispiace n,ry:ry Di the tone Ihkaa Ploy he%haw to..44,44a..uu n.d w•atci uul ue,erns. II the vote t IS Well menet,ted, Iles I rot sew i irk may be slawei eansh lerahly .Ls Adjushuent•. Ir. water level ins reasev should be done in 1/4' w n is rremenls, allovnuq 21 hours (or the t our to react ru tiro new water level In general. the ton of the reader pipe is where most opti- count water levels ace. (very rood s upiireum level will be slightly different and even dee indendua! zone: may vary from one to the other lice/rivet, once this optimum level es (OLIO() and nrorkytl ter tele(enc°, I _r: will remain tendon! Ihr procedure to find this optimal level is fr as Iolin>of, 1) Heist' the wane to thr, charge level so the entire court n rya 4 t tired (1/e' &Move feeder pipe) Ibis I< dome by adjusting the knob on the lop of the floe; valve twirl the waler kiwi is at the dewed height Ire 1.0110 rd Lox (bat valva section 2) Redrite Mc wale: fevel in ewch box by removitig or relating the oVedInVa pipe snowing the water IOW'To drop. k' it,s01hie pipe Mien tlr level i<apprournately 2' I' below I lie previous r 1 j il Ise<i Ihe,railing the knotnmlir limit volvhivial diets hie rro '4; CV ail ' ' Iur ata new lower level I. I e +S(.nntinu, shpp rinppny the water level by l/1' e;a remises 1I ' Tete dry spm Le cpm lu eidami on theft-mei or you have peep hid 1 o I the desired moisture ,nntent within your court It is trnporwnt Ill tl a you anew /s 110w. h,&we n ur.h adj i.ttne nt for the mart -$. + ( tt 'rid to tlr new water level I rim only allow ley>pets to ap I __ II , pearl 4) If dry cents hewn to appear, ud ta.I the; water hwol up /Sly .- =a.•,,.,,,e.nii ' <tightly(I/d- to )/4) at a time Ladd city sprats dieappr re . . i r e . t.l Mink year desi cel water Ir,vai 1r poli boy IMO tuning may ' ',1 III:. ,'' "mm" ee 140 e,i still he a etc mitt later. K,II' (he fool w9rpr levy l tenrr i ng ?kyr II ', !ef1 ion. v ,pod To order maioil:II and supplies, call us at 800-24i-39Q7 Page 952 of 1842 TROUBLE-SHOOTING DRY AREAS 1)Charge the zone by increasing the water level until all areas ase most • 2) Readjust the water level in the control box to slightly above your established maintenance level 3)Check all valves for their correct operation (See below) 4)Allow the court to water. May take 12 lc 21 hours to see results S)Hand watering dry spots helps to jump-start the wicking of moisture towards these dry areas ABOVE GROUND SPRINKLER SYSTEM May be used to quickly wafer court after maintenance or during dry season to condition surface Also,use to moisten reoccuuing dry.spots OVERFLOW DRAIN • The overflow drain,which Is located In each control box,must be rotated to 1/4'above the mare mum water level needed to charge the court As desn Med earlier, the maintenance person must determine this level over a period of time. USE OF A TIMER In certain situations,a tuner may be used when watering your PDC HydroCourt system.It may be desirable to water only one or two courts at a time or to limit the amount of time a court is allowed to water during each watering period Remernbeh courts water very slowly;therefore,you need to allow plenty of time on each station for a complete watering.A Hiner can he used(2-:3 hours twice daffy)to lessen water usage • PROPER VALVE FUNCTION To determine if a valve n working properly,follow these instructions: • 1)Make sure the main water supply valve is open or un Lilt gently up on the white'GEBERU neck'of the float valvedust below blue part of the valve,and hold for 3.1 seconds The water should stop running to that control hox If it does not,you may have a defective valve 2)Push the white'OEBERTT neck"down gently to re-Mart tire flow or water to that control box If,when pushing down on the'neck%if the water does not start Bowing,try the following: Torn off the main water suppy.Unscrew the valve andInspect the plastic nipple for debtor that may obstruct water flow to the valve(see photo e2&e3) Clean out if necessary by tapping on a flat surface to dislodge the obstruction Reinsialt nippteand screw valve back on Turn on main water supply If it is determined the valve ,s broken,replace it with a new one 3)A common rime with the GEBERIT(hat valve is a damaged rubber gasket This gasket is found inside the blue upper portion of the valve-shown in photo*1 &k 5, Collage-20.3907 regarding replacement parts. • :arifil t ` t a4y Flagg10d.roe,,. ie-a�0`i). To order material and supplies, call us at 800-247-3907 Page 953 of 1842 Everything for the life of your courts! This HydroCourt was built by Fast-Dry Courts, Inc. - Florida's leading tennis court builder. We huild a variety of different tennis courts and athletic surfaces to fit the individual needs of our customers, Call us today to discover why we are the right choice for the fife of your courts! Cbtak II NE 50 4P r ♦ 104<Addy'Loon orpnnl:er pleynwlfBtllMwvl+ r .prLh•+ ItntIl n Vlei wg4rp OW tidy Ign•v, \ l .S r«amu$.ppr(MVO lw l.rm.w Imo. your med. 3 Volt ., lativow aSO 11 tm..rM• Bill Mimi.aloft alt l m wlimro•r "1 •m1ball wb,,plbm wIAT rnp .vl! calk ;1UE0 • { /mj .p'b'ry Mr«65 MItJyet" , 0.f Lrpm SupplyI t.,an Mb '{E " ernp101 help <fe IL'AM1 filly nv b.ch wM1n uWp 111 e•e4 LI.I01411. al�N nn �xit .St T Come MNWwmel,ygx•PVra m.. -tbfll N•ne uwarr til ry«aan .n lllw.wn••n,,, N„ '„ II OWN A 4Nn4Nmyl'•inWInA, �' 1. t B•rvlrr«e.mrml..m.r�n 1. • 4`.yf! II v 9: ,ar'1 =y� 33Fri r ->•y -' weal MQ s.El -t) �l a cfr { ^^s 7 d r t: N x r 4'01,—e n'1 P M•--.� tS�" e t �.rt — F .t J . r4 .y%%11' ^Tis or- 74, 1. r� 5( r 1 +" Mit .�.an,,.._,. . ...1 25 .y.' a :w' • :w..• �., I • CII ,i" a,. I1 h Itt nountl Ven pee Nlo fa pVRyWNpeOYn. 2„4„cewlsv„.iits. 11-3 I midi. 4 t rc4rvsn pzor•luA Nth' PPS nreWe m r•lilt Mtl+tle a/ Wlrpi.vM•a xnAµpv em nm r.Alar II Yet/ NO 4471 'bu V wlwmxm•n0 ' „,. a Iwrymr n m roc•w icor JenNiy nnma rn pm'H#*OCeun H a bua%bn.M uYnmoln p 4 companion M e+ale oh.re Vsi•ralNw•rVPA winr H bewri FWUYI l • non oemta IN•a.W pinna aekn' civ oil,men inioIFII ire. NATIONWIDE SERVICE We Handle Design • ContlruOlon • Relerbislonent • Repair • Maintenance•Tennis Courts r BayYental Courts•Roue Courts • Shuffleboard(QUI IS•VnlIeybll Courts Fast-Dry Courts c TENNIS C SUPPLY FOR COUNTRY CLUBS • HOTELS • RESORTS • GENERAL CON Fast-try.corn 10.6.6001 TRACTORS • HOME OUN.DtRS • MUNICIPALITIES • PRIVATE 1400 NW lath Avenue•Pompano Oaocl FL 33069 COURT OWNERS•HIGH SCI4OOI.S•UNIVERSITIES B COLLEGES lob free: 800.247-3507 • fox: 954 9695451 Page 954 of 1842 • Addendum to Maintenance Documents for Flamingo Park: • I �� (, Daily Maintenance: 1;AT SLOW SPEED, Rake all courts three 13)times in a 24 hour period. Alternate raking direction each time. Take extra care to rake close to edges and the net line. If courts are raked In the even ng and there has been no rain or use the next morning,It is ok not to rake the next morning.However raking must he done alter mid-morning play. .RAIN•Courts must be raked after every rain before they can be played on, No exceptions. • 2: Clean lines with line sweep after each raking. 3'. Tamp down any raised"lines due to Inking with a hammer or tamp,Replace nails if necessary Weekly Maintenance to include with the a hove daily maintenance. a.Snatch/agitate the clay with the"teeth"side of the lute at all edges where the cart cannot reach at least once a week to prevent algae growth. Areas that tend to be shaded should be agitated more frequently to prevent algae growth. 2.lilt up net and rake under the entire net area and around net posts with the teeth side of the lute to prevent algae growth. 3 Benches and umbrellas should be moved at least once a week to agitate the clay with the lute to • prevent algae growth. Monthly Maintenance: 1-Apply 1 to 2 bags of Hydroblend evenly to high traffic areas using the Gandy drop spreader or lute. Water and roll material in(Base lines and Service lines). Bi Monthly Maiintenance.. 1.Apply two 91 bags of Fb/drolllend tennis court material the two(2) bags of Coarse blend tennis court material evenly to each side of the court using the Gandy drop spreader.After material is spread, rake court slowly to even out material Clean lines after rakes). Page 955-of1-842 -__-- • Additions I tipS/oCtes to create an optimal facilitlr 1. Suggest directing the regular users,such as the tennis pros,to rotate from court to court instead of constantly using the same court.This will ensure all courts will age/progress the same. 2. Lawn maintenance crew should be directed to make at least three passes with the lawn mover along the perimeters with sod in a Cashion to where the cutting Is shed away from the courts 3. Lawn maintenance should be directed to gentle blow the courts after weed eating or edging along the • perimeters with sod • 4. Use a blower to gently blow the east side of all courts where ever the large trees drop leaves and other tree debris onto courts prior to grooming/raking S. Reposition the rake mounted to cart so that it is the same height at bath ends to he level 6. Check control valvas In laydrocourt control boxes weekly to ensure they are property functioning. 7. An cabana covers should be lowered it rain Is imminent.This wilt ensure rivets/divots in clay surface do not occur from rain. 8. Do not allow play until courts are completely dry and raked/lined after a rain. 2-3 Thar Maintenance— Depending on the facility usage and proper maintenance procedures,it might be necessary to have the courts professionally resurfaced by a licensed tenni court contractor to ensure optimal playing conditions and surface material Page 956 of 1842 FDC HydroCourt Fin( o1 —�T $ TENNIS Maintenance Guidefut Ory Cowl ( SUPPLY rasiay.coop,000.400.25S4 I¢S.•wn•800 247.1001 • DAILY MAINTENANCE ROUTINE MORNING • Utilize Aussie Clean Sweep to groom Court • Alternate grooming directions with Aussie Clean Sweep. Mort/Wed/Fri/Sun - Parallel to lines I Tue,/Thu/Sat- Perpendicular to lines • Drive at slow speed • Utilize LO-S Linesman to sweep lines • Utilize Pro-Line Line Scrubber to remove any day material that s caked on to the lines • Utilize smooth edge of 30' Lute/Scarifier to remove loose dead material at net line • Utilize serrated edge of 30" Lute/Scarifier to remove any observed hard pan or court growth - pninarily along net Imre and court edges - especially areas difficult to reach by Getor Rake AFTERNOON • Utilize Gator Rake (after first 30 clays) to groom court especially edges • Alternate grooming directions with Gator Rake: Mon/Wed/Fri/Sun Perpendicular to lines I Tue/Thu/Sat - Parallel to lines • Drive at SLOW SPEW • Utilize 10-S (inesmar to sweep lines • Utilize Pro-Lrne Line Scrubber to remove any clay material that is cakecon to the lines • Utilize smooth edge of 30' Lute/Scarifier to remove loose doacl material at net line • Utilize serrated edge of 30" Lute/Scarifier to remove any observed hard pan or court growth - primanly along net line and court edges pristiaata AUSSIECLEAN SWEEP GATOR RAKE HYDRO) LaS LINESMAN ",• �iwAwrew.. Y 7 P ® S 1 �'"• 1 YreBres•. I swat 00-lson P, HO_UNL SCRUBBER A SCARIFIER LUTE L '_ To order material and supplies, call us at 800-247-3907 Page 957 of 1842 MONTHLY MAINTENANCE ROUTINE „I,,, LA ...pry vi, ✓1 ,, , V,LI; . n.=. L , n1�.�..I .., . ' 1.. I.,. �, ,,. ._. ::clm.'l rl l - II rl'n 1- f,l••...lin f. ...- I . • .1I1 ..tlir 1 ..rL. . Li 1 , t) y,.1 .n.fi, „I r, ,u. vh „ I Ill 110 I- nr I,hl, i.. � ..,.t Ih. I rp, I lrv.L.,L . L1 .-,.ri .,,ir q.P-Ind ... If I., ,q. •I ' .d- ,I rh.. ml rr .mrt I un lj rL eil 'Ft t • .I1.rr kill inn!,. •1 . q1 v .[LH . I 1'..,I J... I. . , t. IgNattigrirr !Aft 1110.11111.11 warn ( 1Q-S . >. HydroCourt ustiseasi,, J IPENCM LAYOUT IONE ZONE) / ' M1 ` h` y OO 6 F PIPING DEl'AII. t -'! To (mkt- mate(is I and se 1pplir•J. call us at 800147 3907 Page 958 of 1842 Nater Level Guide roc ' 1p 5 T rttRt1 i'.nr Or e Coe: . . 'iUP ,Ft' WATER LEVEL CONTROL BOX Ilsuvlly :I wader level Ilial e, appiaam.ai:'ly evict' { i�•1 with thr, itIe b,iI l!c•r f the Joule: pup nth earul h,.i• is .. cuileum:in However fhb ire very re • pandmn ri en sra5n.11, geographical awl ,tandrh, • It / condrhnn-. Lt, Ii �I,bul bow also hes tai ovedl;:n pipe Ilii. I, 4 free haito in vat ysay pesthole The 1wyvi told a II II I M tin Illi 11. waw lid with the opening .t 1 I el ave woilier yin veer! level This allows my o c coa, vitae( ca to oveittnut and eka the cater area meantime) I as id leitithip of immured w iter in the c w t / mes 11 Niehnmry anus. Iles pier fray also Le rt moved for Waif iri th r irli chard rye or to quickly dry tax court L__ / surface so meal play run start soon alba a (Civil, /yen f t -luring towneutron WATER LEVEL CONTROL FLOAT VALVE Ihr=write, It e amnia their valve is simple to npelelle a1Id adpe✓. x`tea lir valve coil end,/ hell q Iiced by inc has a .1odlusenen! rangy I 1 1•I this range Is more than Idegemtn Orn,the ukinton water level • A' ,established [het e is ret r s•d rt, higher adjuat rhe wale, level C . 11 cre'''pt Ion seasonal that tgav the valve wit shut oft automatically �I '_ i whirr tha proper water Irani is reached t a I o reuse the water levelruin the white cntptslment knob, Lir crud fez on the top of the float calve in a clockwise os II) direction I,r $C r.,wer the water level, pun the knob counter glockwrce or in for W ( direction m W t t to adjust the water level,screw the threaded plug into theteedir ppe going to the zone to close ii oft This isolates the adjustment IIIwater to the control box only.Relate or'erring/1114o overflow pipe S rimming the box until the valve starts hissing which Inde ales war ler is flowing. Then return the pipe ro its upright pec ttnn deli r the varve stops hissing and water is nu longei liberal() rev ori the depth as indicated an the inlet In lire bus Peittrick all a nowt valve may need to he repaired 1Q-S To order material and supplies, call us at 800-247-3907 Page 959 of 1842 4/D r .) HydroCourt lost-Dry Cow is • Sample HydroCourt Layout • Cw) I__EL _._}. E' • .___—_ .___� 1 n ng-r't I W F F g 1 Ii I / 1 8 dwvs 1 SLOPE_ AP rite.. Reference Photos .7,R0,-,, rr,,Iti HydroCourt Diagram rrEtKOPaM TRENCH LAYOUT(ONE ZONE) H.Oxommoot VOW. „.,r4;04" :A f3 . u„r,,, �mml, PIPING DETAIL ,,, 1'I] it 11-S To order material and supplies, call us at 800-247-3907 Page 960 of 1842 I - ADJUSTING THE WATER LEVEL -) ('t ,'.;. The objective in watering your FOC HydroCourt is to maintain k1f the lowest possible water level, which will keep the entire court 119(4' ` uniformly moist The standard procedure for determining this level must be carried out over a period of time by the person who k to maintain the court This water level may vary due to wseasonal conditions, temperature and humidity, 0 - (-) First, raise the water level until all dry areas disappear within each zone. It Is important to remember that as water flows from the iiil control box to each zone, it must travel a long distance through a relatively small pipe. When the water reaches the zone, it must displace any air in the zone. This air may be slow to escape as ini- tial watering occurs. If the court is well compacted, this process -_,.ta may be slowed considerably. re tr Adjustments in water level increases should be done in 1/4" in- _ crements, allowing 24 hours for the court to react to the new trre water level. a - In general, the top of the feeder pipe Is where most Opti- -'' 9 mum water levels are. Every court's optimum level will be slightly different and even the individual zones may vary from one to the other. However, a once this optimum level is found and marked for reference, it will remain constant. The procedure to find this optimal level is YF as follows: 1) Raise the water to the charge level so the entire court is wa- -•a tered. (1/2" above feeder pipe). This is done try adjusting the 'i knob on the top of the float valve until the water level is at the —" desired height. See control box float valve section. 2) Reduce the water level in each box by removing or rotating the overflow pipe, allowing the water level to drop. Re-insert the 1111111111110111111111/— pipe when the level is approximately 2" - 3" bolow the previous –NCILlevel.Then adjust the knob on the float valve to stabilize the wa- MIL 5 Sr at a new lower level. TT e. 3)continue step#2,dropping the water level by 1/4"increments until dry spots begin to appear on the court or you have reached u + the desired moisture content within your court. It is important ,t that you allow 24 hours between each adjustment for the court to react to the new water level. (This may allow dry spots to ap- ' ll ll pear.) 4) If dry spots begin to appear, adjust the water level up very low Remember that moisture Avenges occur very slightly (1/8" to 1/41 at a time until dry spots disappear. owly depending on the evaporation rate each 'the above steps may lake hours or even day: 5) Mark your desired water level in each box. Fine-tuning may etre the adjusted revel is arabplted 9e patron still be required tater, with the final water level remaining nowmg Brat, one a tab8shed. your level and 9 near our court will remain stable eithe marked spots this reference mark. 1® S To order material and supplies, call us at 800-247-3907 Y; Page 961 of 1842 i TROUBLE-SHOOTING DRY AREAS 1) Charge the zone by increasing the water level until al: areas are moist • 2) Readjust the water level In the control box to slightly above your established maintenance level 3)Check all valves for their correct operation. (See below) • 4)Allow the court to water. May take 12 to 24 hours to see results. 5) Hand watering dry spots helps to jump-start the wicking of moisture towards these dry areas. . ABOVE GROUND SPRINKLER SYSTEM May be used to quickly water court after maintenance or during dry season to condition surface. Also, use to moisten reoccurring dry spots. OVERFLOW DRAIN The overflow drain,which is located in each control box, must be rotated to 1/4"above the mul- 1 mum water level needed to charge the court. As described earlier, the maintenance person must determine this level over a period of time. USE OF A TIMER In certain situations, a timer may be used when watering your FCC HydroCourt system.Tt may be desirable to water only one or two courts at a time or to limit the amount of time a court is allowed to water during each watering period. Remember, courts water very slowly; therefore,you need to allow plenty of time on each stat on for a complete watering.A timer can be used(2-3 hours twice daily)to lessen water usage. PROPER VALVE FUNCTION To determine if a valve is working properly, fellow these instructions: 1)Make sure the main water supply valve is open or on. Lift gently upon the white "GEBERIT neck'of the float valve just below blue part of the valve,and hold for 3-4 seconds. The water should stop running to that control box. If it does not,you may have a defective valve. 2)Push the white"GEBERIT neck"clown gently to re-start the flow of water to that control box.If,when pushing down on the "neck", if the water does not start flowing,try the following: Turn off the main water supply. Unscrew the valve and inspect the plastic nipple for debris that may obstruct water flow to the valve(see photo#2&#3).Clean out if necessary by tapping on a flat surface to dislodge the obstruction. Reinstall rdpple and screw valve back on.Turn on main water supply.If it is determined the valve is broken, replace It with a new one. 3)A common issue with the GEBERIT float valve is a damaged rubber gasket, This gasket is found inside the blue ,-.rf(�upper portion of the valve-shown in photo R4&It S. Call 800-247-3907 regarding replacement parts. • Eid). s .• h.mntLtill\t4 '+gamCEn,2-Io.r 10-S To order material and supplies, call us at 800-247-3907 ^ Page 962 of 1842 Exhibit "N" to Miami Beach Tennis Management, LLC, Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers • Page 963 of 1842 1 Ladder (81t) 1 Hose 1 Squeegee 10 Bags of quick ties 1 Push broom 1 Cuban Mop 1 Mesal Dust Pan 1 Garbage bag box 55 gallons 6 Pairs of work gloves 1 50 ft extension 1 Tool Chest 1 First Aid Kit 1 Mop 1 Bucket 4 Gallon Buckets Onsite Purchased (MBTM Office) 1 Computers 2 Monitors 1 Cash Drawers 1 Keyboard/swipe 1 printer 1 Mouse 1 Laptops 0 Ipads Exhibit "N" 1 Receipt Printers Page 964 of 1842 Page 965 of 1842 EXHIBIT B AMENDMENT NO. 1 TO THE MIAMI BEACH TENNIS MANAGEMENT, LLC AGREEMENT 0 PROVIDE PROFESSIONAL TENNIS MANAGEMENT AND OPERATION SERVICES AT THE CITY'S FLAMINGO TENNIS CENTER This Amendmen No. 1 ("Amendment") to the Agreement, dated Sep+.21,2011 , by and between the City of Miami Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida, having its principal place of business at 1700 Convention Center Drive, Miami Be:ch, Florida 33139 (the "City"), and Miami Beach Tennis Management, LLC, a Florida limited li-bility company, having its principal place of business at 19101 Mystic Pointe Drive, Apt. 2202 Aventura Florida 33180 ("CONTRACTOR"), is entered into this day of • • .21 loll , 2017, but shall be effective retroactively as of August 1, 2017 (Effective Date): RECITALS WHEREAS, on April 23, 2014, the Mayor and City Commission adopted Resolution Number 2014-28572, .pproving the award of Invitation to Bid ("ITB") No. 13-095-01 for professional managemrnt and operation services at the City's Flamingo and North Shore Tennis Centers; and WHEREAS, on uly 14, 2014, the City and CONTRACTOR executed the Miami Beach Tennis Management, LC Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Agreement (the "Agreement"); and WHEREAS, on uly 26, 2017, the Mayor and City Commission adopted Resolution No. 2017-29935, approving •mendment No. 1 to the Agreement, said Amendment, in material part, providing for the remo :l of the North Shore Tennis Center from the scope of the Agreement and reducing the Mini um Guarantee payments due to the City, as more particularly set forth herein. NOW THEREF RE, in consideration of the mutual promises and conditions contained herein, and other go d and valuable consideration, the sufficiency of which is hereby acknowledged, the City nd Consultant hereby agree to amend the Agreement as follows: 1. ABOVE RECITALS The above recitals are t ue and correct and are incorporated as part of this Amendment. 2. MODIFICATIONS. The Agreement is h reby amended (deleted items struck--through and inserted items underlined)as follows: (a) The Agreement is ereby amended to reflect the removal of the North Shore Tennis Center from the scope of t e Agreement. As such, any reference in the Agreement to each of the Centers; the Flami go Tennis Center and North Shore Tennis Centers, collectively, or to the Centers, shall e deemed to refer to the Flamingo Tennis Center only or to the Center, as applicable. Ad itionally, Exhibit A-2 (Site Map of North Shore Tennis Center) is hereby deleted in its entire y. Page 1 of 9 Page 966 of 1842 (b) Exhibit"J" is hereb deleted, in that, Exhibit"B" is the same exhibit. (c) Subsection 2.1 of hhe Agreement is hereby deleted in its entirety and replaced with the following: 2.1 The City haslemployed the CONTRACTOR, and CONTRACTOR agrees, to operate manacle andlmaintain, the following City-owned recreational facility (hereinafter such recreational facility may be referred to as the"Center"): That certain) City-owned recreational facility commonly known as the Flamingo Tennis Cenfer, located at 1200 Meridian Avenue, Miami Beach, Florida 33139 together with all buildings, improvements and fixtures located thereon. The Center's premises arb further delineated in Exhibit "A-1" (Site Map of Flamingo Tennis Center), attabhed hereto. 1 (d) Subsection 4.2.1 othe Agreement is hereby amended to read as follows: 4.2.1 Notwithstanding anything to the contrary in this sSubsection 4.2, the City shall, without limit tion, withdraw or be paid from the established bank account, on the last work day of each month during the Term of this Agreement, the following amounts: 1) A mini urn monthly guaranteed payment of $307000 $6,000 ("Minimum Guarant e" or"MG"); and 2) In additi n to the Minimum Guarantee, within fifteen days from the last day of each mo th, the City shall be entitled to an additional monthly payment, based upon a percentage of the total Gross Revenues (as defined herein) as it cumulati ely accrues during each fiscal year ("Fiscal Year Gross Revenues"), due upoi the Fiscal Year Gross Revenues exceeding the threshold of$659,000 $500,000 ("Percentage of Gross" or "PG"), as determined by the Fiscal year Gross Rkvenues accrued as of the last day of each month, as follows: a) a payment equal to 3% of Fiscal Year Gross Revenues when said Fiscal Year Gross Revenues exceed the total sum of$6507000 $500,000, but are less than the total sum of$1,0007000 $850,000; b) a payment equal to 4% of Fiscal Year Gross evenues when said Fiscal Year Gross Revenues total at least $850,000 but are less than $1,250,000 $1,000,000; c) a payment equal to 5% of Fiscal Year Gross Revenues, when said Fiscal year Gross Revenu s total $1,250,000at least-$1,000,000 but are less than $1,550,000. or d) a payment equal to 6% of Fiscal Year Gross Revenues when said Fiscal Year Gross R venues total $1.550,000 or greater. Commencing October 1" of each fiscal ye r, Fiscal Year Gross Revenues reset to zero and start to accrue again for purses of calculating PG. CONT CTOR'S right to make withdrawals of its management fee and payroll expense from the City/CONTRACTOR account, as set forth in this subsection 4.2, shat be subject to the withdrawal rights of the City's payment, as set forth in subsecti n 4.2.1. CONTRACTOR shall not make any withdrawals from the City account for its management fee/officer's payroll expenses if such withdrawal would re ult in a balance in the City/CONTRACTOR account that is equal to or Page 2 of 9 Page 967 of 1842 less than the monthly amounts to which the City is entitled to withdraw pursuant to this suasection. (e) Subsection 7.2 of the Agreement is hereby amended to read as follows: 7.2 Procedure If Ad Valorem Taxes Assessed. Notwithstanding Subsection 7.1, the parties agree that th- operations contemplated herein are intended for public purposes and, therefore, no :d valorem taxes should be assessed by the Miami-Dade County Tax Appraiser. If, however, said taxes are assessed, City and CONTRACTOR agree that CONTRACT•R shall be responsible for real estate taxes which are assessed against the portion o the Center's premises, more particularly described in the attached Exhibit"A-1", hich describes the portion of the Center's premises being managed by CONTRACTOR at the Flamingo Tennis Center, and 'A 2" •• hich describes tho -•- - -• - --• - (seNestively referred-to-as the "CONTRACTOR's Area"). If the entire City fo o, where the Flamingo Tennis Center Center is lo .ted, is assessed and the Miami-Dade County Tax Appraiser does not identify whic portion of the City folio relates to the CONTRACTOR's Area, CONTRACTOR shall be responsible for its proportionate share, determined by dividing the square footage managed by CONTRACTOR, which has been depicted on Exhibit "A 1", by the square footage for the City folio where the Flamingo Tennis Center isloc-ted, - •- • - •- • •_ -• • _ -• - • •"•'•• •- - located. - - - - - - -- - (f) Subsection 8.3 oft e Agreement is hereby amended to read as follows: 8.3 The CONT •CTOR agrees that the Head Tennis Professionals who ace, is, as of the Commencem-nt Date, identified as Howie Orlin, for the Flamingo Tennis Centerrand • ' -, = •• -••'- - -- - , and all Teaching Assistants, including Third Party P ofessionals (as defined below), shall be certified Tennis Professionals by USPTA, U-TA, or USPTR. The Head Tennis Professional, Center Managers, and Principal mu t demonstrate knowledge and experience in tennis instruction and related activit es, facility management, tennis court maintenance and related activities, as well as, nowledge of the legal requirements that are involved in this type of operation. Th-re must be onsite management by either the Principal, Head Tennis Professional, Tennis Director or equivalent at both Tennis Centers during operating hours. (g) Subsection 8.5 oft e Agreement is hereby amended to read as follows: 8.5 Livin• Wase "e•uirement. Pursuant to ••ections 2-407-2-410 of the Miami Beach City Code, as same may be amended fro time to time, CONTRACTOR shall initially be required to pay all employees w o provide services pursuant to this Agreement, the hourly living wage rate of: • $11.26$ 1.62/hrwith health benefits; or$12.02$13.31/hrwithout benefits. Page 3 of 9 Page 968 of 1842 • $11.28$11.62/hr with health benefits; or$12.92$13.31/hr without benefits. Notwithstanding the preceding, the living wage rate and health care benefits rate may, by Resolution f the City Commission, be indexed annually for inflation using the Consumer Price Index for all Urban Consumers (CPI-U) Miami/Ft. Lauderdale, issued by the U.S. Dep rtment of Labor's Bureau of Labor Statistics, in which case CONTRACTOR shall be required to pay its employees such adjusted Living Wage rate under this Agre ment. CONTRACTOR S failure to comply with this provision shall be deemed a material breach under this Agreement, entitling the City to terminate this Agreement immediately, ithout further liability to the City, and/or may further subject CONTRACTORI to additional penalties and fines, as provided in the City's Living Wage Ordinan se, as amended. (h) Subsection 9.1 oft e Agreement is hereby amended to read as follows: 9.1 The CONT- • TOR shall open and operate the Centers for play from 7:30 A.M. to 920 10:00 P. . wear Monday through Friday and 7:30 A.M. to 9:00 P.M. Saturda , and Sunda with the exception of closures due to weather conditions or events of force majeure permitting, and certain holiday agreed upon by the CONTRACTO- and the City of which proper signage and notification to patrons must be adhered to (i) Subsection 9.3.1 i- hereby amended to read as follows: (j) 9.3.1 The CONT- •CTOR acknowledges and agrees to prioritize utilization of courts for public usag- by restricting lesson/clinic/programming courts not to exceed feu(4) courts at th• Flamingo Tennis Center, during peak hours of play (7:30 AM to 11:00 AM and 4:0b PM to 7:00 PM feF-beth-Centers). Courts are not to be booked or reserved by the professional tennis instructors for lessons more than one (1) day in advance. Ti e term lesson shall mean a unit of instruction on an individual or group basis for wh ch payment is received by the CONTRACTOR in addition to the agreed upon court fges referenced in Exhibit"dB". (k) Subsection 9.3.2 o�the Agreement is hereby deleted in its entirety and replaced as follows: 9.3.2 Independen Sub-contractors/Third Party Professional shall not be permitted at the Center. Independent/Sub-contractors/Third Party Professionals include but are not limited to a resident/nonresident: 1. Who tea hes or gives tennis lessons for a fee independent of Contractor. 2. Who teaDhes on a court with a ball basket and with more than three balls with one or more players independent of Contractor. 3. Who collects money for instruction and/or lesson independent of Contractor. Additional court usage for lessons, programs and clinics during non-peak hours shall be subiect td the prior written approval of the City. At no time shall more than 50% of all courts bel utilized for lessons, programs and clinics until 10 minutes after any non- peak hour And there are no tennis patrons waiting for a court, without the prior Page 4 of 9 Page 969 of 1842 written approval of the City. CONTRACTOR must use due diligence when assigning courts for open play and lessons to include: (a) alternating courts where lessons are tau.ht to avoid over.la in. a court or batte of courts and b se.aratin. o.en .la courts from lesson courts to avoid in'u . CONTRACTOR can allow for court reservations to be made on hour or half hour intervals as a..ro.riate. Reservations for doubles .la shall be for u. to two 2 hours. (I) Section 10.1 of the Agreement is hereby amended to read as follows: 10.1 Prices charg-d shall comply with the City's established fees for hourly tennis court play, annual .ermits, other specialized play and the youth tennis policy, and shall be in accordan.- with the information included in Exhibit "dB," attached hereto. Furthermore CONTRACTOR a.rees that annual membershi.s sold at the Flamin.o Park Tennis Center will be valid for use at the Center and at the North Shore Tennis ll%% Center: how ver, annual memberships sold at the North Shore Tennis Center will only be valid for use at the North Shore Tennis Center. (m) Subsection 11.5 f the Agreement is hereby deleted in its entirety and replaced with the following: 11.5 Equipment. The CONTRACT R must provide and maintain, at its own cost and expense, all materials, labor, nd-any and all equipment required to operate the Centers. Such equipment to be i eluded as part of the CONTRACTOR's expense are: (A) Blower (B) Trimme s (C) Hot/Wa er/Pressure Washing (D) Trash ns with Rollers (E) Brooms and Pans (F) Rakes The City has sup lied each Tennis Center (North Shore and Flamingo) with equipment such as a Gilliberti drag rakes and tines, line brushes. Aussie sweep mats, etc. that will be left for the CONTRACTOR at each center in "as is" condition. Any maintenance to such equipment or the replacement of the equipment shall be at the sole expense of the CONTRACTOR. An inventoried list of all equipment and quantities. identifying the equipment provided by the City upon Commencement Date of this Agreement and equipment to be pl rchased by CONTRACTOR is attached hereto as Exhibit"N". subiect to periodic updates as the inventoried list changes. All equipment purchased for this Agreement shall be used by CONTRACTOR for performance of this Agreement and shall have a prominently displayed standardized logo to be approved the City. In the event any of the CONTRACTOR'S equipment or materials are lost, stolen, or damaged, they shall be replaced or repaired at the sole cost and expense of the CONTRACTOR in no more than five (5) days from date of loss, or if not possible, within such time frame, as promptly as reasonably possible. but in no event to exceed fifteen (15) days. The CONTRACTOR shall maintain, in accordance with the manufacturer's specifications and maintenance requirements, all equipment, whether City owned or owned by the CONTRACTOR, herein specified and purchased. All equipment shall be kept clean, fully functional and free of damage. Page 5 of 9 Page 970 of 1842 The City will credit Miami Beach Tennis Management in the amount of $16,000.00 for equipment purchased by Miami Beach Tennis Management to operate and maintain the North Shore Tenni Center with the exception of the following: Gliliberti Tennis Cart Court Grooming Tools Court Umbrellas HD Security Camera System (n) Subsection 20.4 of the Agreement is hereby deleted in its entirety and replaced with the following: I 20.4 No Discriminaticn. The CONTRACTOR agrees that there shall be no discrimination as to race, color national origin, sex, age, disability, religion, income or family status, in its employment practices or int e operations referred to by this Agreement: and further, there shall be no discriminati n regarding any use, service, maintenance, or operation within the Center. All sery ces offered at the Center shall be made available to the public, subject to the right of he CONTRACTOR and the City to establish and enforce rules and regulations to p vide for the safety, orderly operation and security of the Center. Additionally, C NTRACTOR shall comply fully with the City of Miami Beach Human Rights Ordinan e, codified in Chapter 62 of the City Code, as may be amended from time to time prohibiting discrimination in employment, housing, public accommodation , and public services on account of actual or perceived race, color national origin, elision, sex, intersexuality, gender identity, sexual orientation, marital and familial stems, age, disability, ancestry, height, weight, domestic partner status labor organizatidn membership, familial situation, or political affiliation. (o) Section 24 of the Agreement is hereby deleted in its entirety and replaced with the following: SECTION 24. FLORIDA PUBLIC RECORDS LAW. Oa Contractor shal comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "publi records" shall have the meaning set forth in Section 119.011(12). which means all document , papers, letters, maps, books, tapes, photographs, films, sound recordings, data pro ssing software, or other material, regardless of the physical form characteristics, or mea s of transmission. made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the definition of"Contractor'as defined in Section 119.0701(1)(a), the Contractor shall: (1) Keep and maintain public records required by the City to perform the service' (2) Upon request from the City's custodian of public records, provide the City with a Page 6 of 9 Page 971 of 1842 copy of the requested records or allow the records to be inspected or copied within a reasonable timelat a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law' (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law for the duration of the contract term and following completion of the Agreement if the Contractor does not transfer the records to the City- (4) Upon co pletion of the Agreement, transfer, at no cost to the City, all public records in poss ssion of the Contractor or keep and maintain public records required by the City to perfdrm the service. If the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. !tithe Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. All recdrds stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City-. Ig REQUEST FOR RECORDS; NONCOMPLIANCE. f1) A requeet to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the Clty shall immediately notify the Contractor of the request, and the Contractor mud provide the records to the City or allow the records to be inspected or copied within a easonable time. f2) Contract r s failure to comply with the City's request for records shall constitute a breach of the greement, and the City, at its sole discretion, may: (1) unilaterally terminate the A reement; (2) avail itself of the remedies set forth under the Agreement' and/or(3) avail itself of any available remedies at law or in equity. f3) A Contrhctor who fails to provide the public records to the City within a reasonable time may be subiect to penalties under s. 119.10. (D) CIVIL ACTION. (1) If a civil coon is filed against a Contractor to compel production of public records relating to the City's contract for services, the court shall assess and award against the Contractor the thasonable costs of enforcement, including reasonable attorney fees, if: a. The cogrt determines that the Contractor unlawfully refused to comply with the public records request within a reasonable time: and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request. including a statement that the Contractor has not complied with the request, to the City and to the Contractor. f2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Contractor at the Contractor's address listed on its contract with the City o' to the Contractor's registered agent. Such notices must be sent by common Carrie; delivery service or by registered. Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery which may be irf an electronic format. (3) A Contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. fg IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO Page 7 of 9 Page 972 of 1842 PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO(a)MIAMIBEACHFL.GOV PHONE: 305-673-7411 3. RATIFICATION. Except as amended herein, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event there is a conflict between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall govern. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their appropriate officials, as of the date first entered above. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Page 8 o19 Page 973 of 1842 FOR CITY: CITY OF MIAMI BEACIORIDA ATTEST: By Rafael.t. Grad o, City Clerk Philip Levin;:Mayor Date Y FOR CONTRACTOR: ' Miami Beach Tennis Management LLC ATTEST: 0 By 1111 " Secretary , Pre Met C ( ncC�' Jc7�C1/of Howard Orlin Print Nam6 Print Name 9 - )7- /7 Date APPROVED AS TO FORM & LANGUAGE &FOR EXECUTION City Attorney jam. Dote Page 9 of 9 Page 974 of 1842 • OT 2A C13VOcI'NA 3aAUa 1A.I ;8 MS!OR 11OITU33X3 510?'8 • Page 975 of 1842 RESOLUTION NO. 2017-29935 A RESO TION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIA I BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, AMENDM NT NO. 1 TO THE AGREEMENT BETWEEN THE CITY AND MIAMI EACH TENNIS MANAGEMENT, LLC FOR TENNIS MANAGE ENT AND OPERATIONS SERVICES AT THE CITY'S FLAMIN 0 AND NORTH SHORE TENNIS CENTERS; SAID AMENDM NT, IN MATERIAL PART, REMOVING THE NORTH SHORE PARK TE NIS CENTER FROM THE SCOPE OF SERVICES, INCLUDING A REDU TION IN THE MINIMUM GUARANTY PAYMENTS DUE TO THE CITY, SU JECT TO FINAL NEGOTIATION BY THE ADMINISTRATION AND RE IEW AND FORM APPROVAL BY THE CITY ATTORNEY; AND FURTHE AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FIN AMENDMENT. WHEREAS, on April 26, 2017, City Commission referred the item regarding insourcing of North Shore Tennis t the Neighborhoods and Community Affairs Committee ("NCAC'), in light of several emails t at Administration and Commission received regarding the teaching professionals at North Shore Tennis Center("the Center"); and WHEREAS, at he May 19, 2017 NCAC meeting, the Committee moved to refer the item to the Finance and itywide Projects Committee ("FCWPC"), and directed staff to identify potential operating m dels, outlining their financial implications for consideration as part of the budgeting process; an WHEREAS, in e essence of time, a special FCWPC meeting was noticed for June 5, 2017; and WHEREAS, fo lowing direction from NCAC, Staff identified the outsourcing of programming and in ruction and the insourcing of the Center's operations as a potential operating model; and WHEREAS, in his model, the Center's hours of operation would be 7:30 a.m. to 9:30 p.m., 7 days a week and the City would be responsible for the front desk, reservation and software system, mon-y collection, maintenance of courts and overall facility and other tasks or duties as needed; and WHEREAS, a"ditionally, all membership and court fees would stay with City and programming instruct on would be contracted out through either Professional Service Agreements or Indepe dent Contractor Agreements; and WHEREAS, the FCWPC directed staff to implement this model and to work with the Office of Budget and •erfonnance Improvement to allocate funding for positions and operating expenses in addition t• working with the current Contractor of the North Shore Tennis Center (Miami Beach Tennis anagement) to amend their current management agreement in order to make them whole; an.' WHEREAS, MimiBeach Tennis Management has been the Contractor for the City providing professional tennis management and operation services at the City's Flamingo and North Shore Tennis C=nters since 2014; and WHEREAS, a'•=r several negotiations with Miami Beach Tennis Management, the Parks and Recreation De.-rtments recommends the following amendments to the current management agreeme t to take place August 1, 2017: Page 976 of 1842 SECTION 2. IdENTERS TO BE MANAGED. Remove SectiSn 2.1.2 specifying the North Shore Tennis Center. SECTION 4. FINANCIAL REQUIREMENTS. Section 4.2.1 (1) Reducing the current minimum monthly guaranteed payment of $10,000 to $6,0001 (2) Chang ng the additional monthly payments based on the percentage of the total Gross •evenues as it cumulatively accrues during each Fiscal Year from: 1. c% of gross in excess of$650,000.00 to $1,000,000.00 2. %of gross in excess of$1,000,000.00 to 1,250,000.00 3. 5% of gross in excess of$1,250,000.00 or greater To: 1. 3% of gross in excess of$500,000.00 to$850,000.00 2. •% of gross in excess of$850,000.00 to 1,000,000.00 3. 5% of gross in excess of$1,000,000.00 to$1,550,000.00 4. 6% of gross in excess of$1,550,000.00 and higher SECTION 9. OURS OF OPERATION &COURT USAGE. Section 9.1 A•'usting the hours of operation at the Flamingo Park Tennis Center from: 7:30 A to 9:30 PM every day of the year To: 7:30 • to 10:00 PM Monday through Friday 7:30 • to 9:00 PM Saturday and Sunday Section 9.3.2 •'evision of language to Third Party Professionals to include: Indepe dent/Sub-contractors/Third Party Professional shall not be permitted at the Ce ter. Independent/Sub-contractors/Third Party Professionals include but are not limited to a resident/nonresident: 1. Who teaches or gives tennis lessons for a fee independent of Contractor. 2. Who teaches on a court with a ball basket and with more than three balls ith one or more players independent of Contractor. 3. Who collects money for instruction and/or lesson independent of Contractor. SEC 0 0. TENNIS FEES CHARGES A D PROGRAMS & -ELATED SERVIES TO BE PROVI r ED. Section 10.1 •djusting membership language to specify that memberships sold at the Flamingo Pa Tennis Center Will be for play at both Flamingo and North Shore Tennis Centers, while memberships sold at the North Shore Tennis Center will be solely for play at North Shor=. SECTION 1. LTERATIONS MAINTENANCE AND REPAIRS 8SECU-ay. Section 11.5 he City will credit Miami Beach Tennis Management in the amount of $16,000.00 fo, equipment purchased by Miami Beach Tennis Management to operate and maintain t e North Shore Tennis Center with the exception of the following: Giliberti Tenni. Cart Court Groomi g Tools Court Umbrell.s HD Security C,mera System. Page 977 of 1842 WHEREAS, t e Administration recommends approving, in substantial form, Amendment No. 1 to the Agree ent, incorporated herein by reference and attached at Exhibit "1" hereto, subject to final nego iations by the Administration and review and form approval by the City Attorney. NOW, TH rREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF HE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby -pprove, in substantial form, Amendment No. 1 to the Agreement between the City and Miami ::each Tennis Management, LLC for tennis management and operations services at the City's Flamingo and North Shore Tennis Centers; said amendment, in material part, removing the orth Shore Park Tennis Center from the scope of services, including a reduction in the mini urn guaranty payments due to the City, subject to final negotiation by the Administration and r=view and form approval by the City Attorney; and further authorizing the Mayor and City Clerk I o execute the final amendment. PASSED and • DOPTED this 26'"day of July, 2017. :\P. ...........:.Q�co l ATTEST: `( 1 �`✓✓ S' p 4'T; MAYOR 3 r?. �°.;INCOOPATEp' *1 47 ..RAFAEL E. GRANA 0, CITY CLER 926^ .er J% .. Nnav P APPROVED ASE FORM&LANGUAG &FOR EYFOMON/111%0 f%0 ot�. ell coy mune Page 978 of 1842 EXHIBIT C AMENDMENT NO. 2 TO THE MIAMI BEACH TENNIS MANAGEMENT, LLC AGREEMENT TO PROVIDE PROFESSIONAL TENNIS MANAGEMENT AND OPERATIONS SERVICES AT THE CITY'S FLAMINGO TENNIS CENTER This Amendment No. 2 ("Amendment") to the Agreement, dated , by and between the City of Miami Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida, having its principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City"), and Miami Beach Tennis Management, LLC, a Florida limited liability company, having its principal place of business at 19101 Mystic Pointe Drive, Apt. 2202, Aventura Florida 33180 (CONTRACTOR"), is entered into this day of , 2018. RECITALS WHEREAS, on April 23, 2014, the Mayor and City Commission adopted Resolution Number 2014-28572, approving the award of Invitation to Bid ("ITB") No. 13-095-01 for professional management and operation services at the City's Flamingo and North Shore Tennis Centers; and WHEREAS, on July 14, 2014, the City and CONTRACTOR executed the Miami Beach Tennis Management, LLC Agreement to provide Professional Tennis Management and Operations Services at the City's Flamingo and North Shore Tennis Centers Agreement (the "Agreement"); and WHEREAS, on July 26, 2017, the Mayor and City Commission adopted Resolution No. 2017-29935, approving Amendment No. 1 to the Agreement, said Amendment, in material part, providing for the removal of the North Shore Tennis Center from the scope of the Agreement and reducing the Minimum Guarantee payments due to the City, as more particularly set forth herein. WHEREAS, on May 16, 2018, the Mayor and City Commission adopted Resolution No. XXX-XXX , approving Amendment No. 2 to the Agreement, said Amendment, in material part, providing for the addition of language related to dual memberships, lighting fees, club baskets, requirements for tennis software, maintenance repairs, equipment and court inspections and utilization of courts for City produced tennis related special events and/or other City sponsored special events such as local and international tennis tournaments to be added to the scope of the Agreement; and providing for the removal of language related to site inspection prior to Agreement commencement date, Food Service Management Certification, City issued ID badges, reconciliation of accounts, and migration of employees as more particularly set forth herein. NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the City and Consultant hereby agree to amend the Agreement as follows: 1. ABOVE RECITALS. The above recitals are true and correct and are incorporated as part of this Amendment. Page I of 8 Page 979 of 1842 2. MODIFICATIONS. The Agreement is hereby amended (deleted items struck through and inserted items underlined) as follows: (a) Subsection 2.2 of the Agreement is hereby amended to read as follows 2.2 CONTRACTOR herein accepts the Centers, including, without limitation, all buildings, improvements, and fixtures located thereon, in their "as is" "where is" condition, and agrees that the City shall have no obligation to improve, repair, restore, refurbish, or otherwise incur any expense in improving or changing the condition of the Centers at any time during the Term of this Agreement. Prior to the Commencement Date, City and CONTRACTOR shall conduct a cite inspection of the Centers. CONTRACTOR shall, within ten (10) days of such inspection, notify the City of any necessary repairs, and the City shall make such repairs if, in its sole and r atonable discretion, it deems necessary. The City shall also, within ten (10) days of the inspection, notify CONTRACTOR of any initial necessary maintenance issues, such as lack of clay on courts, and the CONTRACTOR shall make such initial repairs within ten (10) days from notice. Notwithstanding the preceding, nothing in this Subsection 2.2 shall be maintene--- - _,. - ...•.. •- - •• . •. --••-• luding, without limitation, those prescribed in Section 11 hereof and Exhibit "M" attached hereto. (b) Subsection 3.3.5 of the Agreement is hereby deleted in its entirety (c) Subsection 3.4 of the Agreement is hereby amended to read as follows: 3.4 Sale of Tennis Pro Shop Related Items and Services. CONTRACTOR may offer for sale those tennis related items such as tennis balls, tennis racquets, shoes, shirts, towels, etc., and offer related services such as equipment and ball machine rentals, racquet restringing, and grip replacement. Prices shall be substantially in accordance with the price ranges of other similar public tennis centers. A list of all items and services to be offered for sale, and the respective price ranges for same, must be approved in writing by the City Manager, prior to such sales and/or additions being implemented, and updated, as deemed necessary, at the discretion of the City Manager. As of the Commencement Date, the City and CONTRACTOR have approved the types of merchandise which may be sold at the pro shop ("Pro Shop Merchandise"), attached hereto and made a part hereof as Exhibit "F". CONTRACTOR will provide a club basket available for use on a first come first serve basis for members and resident nonmembers. Club Basket will be for a fee of $10.00 per hour for members and $20.00 per plus court fees for nonmembers. Usage of the club basket will be limited to no more than 2 players on a court. (d) Subsection 3.6 of the Agreement is hereby amended to read as follows: Page 2 of 8 Page 980 of 1842 3.6 Personnel Background Checks, ID Badge Requirements. CONTRACTOR shall comply with the requirements of Sections 1012.32 and 1012.465, Florida Statutes, requiring that only those employees who have successfully passed the background screening required by the referenced statutes, and who meet the standards established by the statutes, be allowed access to any of the Centers and/or allowed to perform services under this Agreement. This requirement shall also extend to all Contractor representatives, agents, independent contractors, sub-contractors, or volunteers (such employees, representatives, agents, independent contractors, sub-contractors, or volunteers of CONTRACTOR shall be collectively referred to herein as "Personnel") performing duties under this Agreement. The Personnel shall undergo the aforestated background screening and a drug screening, as well as a credit history check for those positions that require the handling of money(collectively referred to herein as "Background Check Process") prior to entering the Centers to begin employment and/or deliver services. The Background Check Process will be conducted by the City of Miami Beach Human Reousrces Department. Employment may be contingent upon satisfactory results as determined by the City. The Personnel shall not be permitted to work at the Centers until such time as the Background Check Process has been completed and the Personnel cleared to perform duties under this Agreement. If any Personnel is away from the job for a period of 45 or more days, the City will require a new Background Check Process, The CITY and CONTRACTOR agree and acknowledge that the failure of CONTRACTOR to perform any of the duties described in Subsection 3.6 shall constitute a material breach of this Agreement, for which the City reserves the right to terminate immediately and without further liability to the City. CONTRACTOR agrees to indemnify and hold harmless the City, its officers and employees of any liability in the form of physical or mental injury, death or property damage resulting in CONTRACTOR's failure to comply with the requirements of this Subsection 3.6, or Sections 1012.32 and 1012.465, Florida Statutes. Upon successful completion of the required Background Chock Process, the City will i^cuo ID badges to the Personnel at a nominal foe (currently $10.00, but subject to change from time to time). CONTRACTOR agrees that no which shall bo worn at all times in a visible and asily r adable location. The transfer of ID badge between Personnel is strictly prohibited and shall be of Section 13. CONTRACTOR agrees to require all of its Personnel to notify the CONTRACTOR and the City of any arrest(s) or conviction(s) of any offense within 24 hours of its occurrence. CONTRACTOR further agrees to immediately notify the City upon becoming aware that one of its Personnel, who was previously certified as completing the Background Check Process, is subsequently arrested or convicted of any disqualifying offense. Failure by CONTRACTOR to notify the City of such arrest or conviction within 24 hours of being put on notice shall constitute a material breach of this Page 3 of 8 Page 981 of 1842 Agreement entitling the City to terminate this Agreement immediately, without further liability to the City. (e) Subsection 4.4 of the Agreement is hereby deleted in its entirety. (f) Subsection 8.6 of the Agreement is hereby deleted in its entirety. (g) Subsection 10A of the Agreement is hereby amended to read as follows: 10.1 Prices charged shall comply with the City's established fees for hourly tennis court play, annual permits, other specialized play and the youth tennis policy, and shall be in accordance with the information included in Exhibit "B," attached hereto. Furthermore, CONTRACTOR agrees that annual memberships sold at the Flamingo Paw T.Tenn^ ^ eater will be valid for use at the Center and at the North Shore Tennic Center; however, annual memberships sold at the North Shore Tennis Center will only be valid for use at the North Shore Tennis Center. If a tennis user of a court, lesson, clinic, etc. play is affected with less than 30 minutes of play due to weather, the user will be entitled to a reimbursements/pay- out/raincheck. If play exceeds 30 minutes it's at the discretion of the CONTRACTOR to offer a reimbursements/pay-out/raincheck. Furthermore, Light Fees will only be charged to non-members. Those purchasing memberships will not be required to pay light fees. (h) Subsection 10.7 of the Agreement is hereby deleted in its entirety and replaced with the following: 10.7 The CONTRACTOR shall utilize the City's current recreation software system (i.e. Rec Trac) for the purposes of tracking reservations, financials, memberships, concessions, merchandise, etc. The CONTRACTOR shall have Tennis Module rights to the Flamingo Park Tennis Center computer software system. Additionally phone and in-person reservations must be provided for by the CONTRACTOR all of which must be cross referenced to avoid overbookinqs, no-shows, and adherence to prioritization and utilization of courts for public usage by restricting lesson/clinic/programming courts during peak hours. All revenue collected at the Center must qo through the City's secured systems. (i) Subsection 11.2 of the Agreement is hereby amended to read as follows: 11.2 Building(s) and Facilities Maintenance. The City further acknowledges that the CONTRACTOR shall not be required to Improve, repair, restore, refurbish, or otherwise incur any expense in improving or changing the condition of the Centers, except for all costs in connection with the fulfillment of this Agreement including, without limitation, costs in connection with operating and furnishing the Tennis Centers; costs in connection with the maintenance of the equipment; costs in connection with the upkeep of the tennis courts, to include surface clay purchase; and costs in connection with the daily maintenance and janitorial services of the Centers including, without limitation, the following: (A) Windscreens Page 4 of 8 Page 982 of 1842 (B) Nets (includes hardware) (C) Lines (includes hardware) (D) Algae and Weeds on courts (E) Restrooms (clean and stocked) (F) Pro Shop and facility cleanliness (G) Litter Control (H) Water coolers, ice, water and cups on the courts for patron use. Notwithstanding the forgoing, the City shall continue to maintain all electrical, HVAC, plumbing and foundation and structural systems, roofs, exterior walls, and sports lighting at the Centers at its sole cost. The City will maintain the grass areas in those portions surrounding the Centers but not within the Centers. The CONTRACTOR is responsible for servicing the landscaped area within the Center. of both the Flamingo and North Shore Tennis Ce^'^ s The City shall conduct monthly inspections to ensure landscaped areas such as grass, shrubbery and trees in accordance with City standards to include but not limited to healthy, green and vigorous plant material. CONTRACTOR shall submit to the City (for review and approval prior to the initiation of contract activities), a communication plan addressing routine, scheduled, and emergency maintenance and repair activities that may impact the operation of the Tennis Centers. All communications shall be directed to the appropriate City staff. (j) Subsection 11.5 of the Agreement is hereby amended to read as follows: 11.5 Equipment. The CONTRACTOR must provide and maintain, at its own cost and expense, all materials, labor, and any and all equipment required to operate the Centers. Such equipment to be included as part of the CONTRACTOR's expense are: (A) Blowers (B) Trimmers (C) Hot/Water/Pressure Washing (D) Trash cans with Rollers (E) Brooms and Pans (F) Rakes (G) Ice Machine The City has supplied each Tennis Center (North Shore and Flamingo) with equipment such as a Gilliberti, drag rakes and tines, line brushes, Aussie sweep mats, etc. that will be left for the CONTRACTOR at each center in "as is" condition. Any maintenance to such equipment or the replacement of the equipment shall be at the sole expense of the CONTRACTOR. An inventoried list of all equipment and quantities, identifying the equipment provided by the City upon Commencement Date of this Agreement and equipment to be purchased by CONTRACTOR is attached hereto as Exhibit "N", subject to periodic updates as the inventoried list changes. All equipment purchased for this Agreement shall be used by CONTRACTOR for performance of this Agreement and shall have a prominently displayed standardized logo to be approved the City. In the event any of the CONTRACTOR'S equipment or materials are lost, stolen, or damaged, they shall be replaced or repaired at the sole Page 5 of 8 Page 983 of 1842 cost and expense of the CONTRACTOR in no more than five (5) days from date of loss, or if not possible, within such time frame, as promptly as reasonably possible, but in no event to exceed fifteen (15) days. The CONTRACTOR shall maintain, in accordance with the manufacturer's specifications and maintenance requirements, all equipment, whether City owned or owned by the CONTRACTOR, herein specified and purchased. All equipment shall be kept clean, fully functional and free of damage. The City will credit Miami B ach Tennis Management in the amount of $16,000.00 for Gilbert' Tennis Cart Ceurt-Greeming-Teols Couctabnellas (k) Subsection 17.2 of the Agreement is hereby deleted in its entirety and replaced with the following: 17.2 City Special Events Notwithstanding Subsection 17.1 above, and in the event that the City, at its sole discretion, deems that it would be in the best interest of the City, the City reserves the right to utilize the Center for City produced tennis related special events and/or other City sponsored special events productions such as local and international tennis tournaments. In such cases, the City will coordinate with the CONTRACTOR to cooperatively produce such events. CONTRACTOR agrees that the number of courts utilized shall be determined by the City and that events will be held during the Center's operating hours. CONTRACTOR will provide for at no charge a minimum of 224 court days. Under certain circumstance and with City approval, the City may allow for the CONTRACTOR to negotiate a per court usage fee if additional courts are required that exceed the minimum of 224 court days. The City at any time may require the use of all courts at no cost to the City with the approval of the City Commission. CONTRACTOR shall retain any income related to the special event and/or production as it pertains to food and beverage concessions, stringing and merchandise sales. CONTRACTOR agrees that facility usage for events may include use of: locker rooms, activity rooms and office space, umpire chairs umbrellas, coolers, scoreboards, net-sticks and the like. If negotiations between the City and the CONTRACTOR prove to be unsuccessful, the CONTRACTOR shall cease and desist operations during the term of, and in the area of the special event and/or production. 3. RATIFICATION. Except as amended herein, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event there is a conflict between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall govern. Page 6 of8 Page 984 of 1842 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their appropriate officials, as of the date first entered above. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Page 7 of 8 Page 985 of 1842 FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: Rafael E. Granado, City Clerk Dan Gelber, Mayor Date FOR CONTRACTOR: Miami Beach Tennis Management LLC ATTEST: By: Secretary President Howard Orlin Print Name Print Name Date Page 8 of 8 Page 986 of 1842 EXHIBIT D OFFICE OF THE CITY MANAGER NO. LTC n LETTER TO COMMISSION 181-2018 To: Mayor Dan Gelber and Members of the City Com 'ssion mac` FROM: Jimmy L Morales, City Manager .�' DATE: April 9, 2018 SUBJECT PARKS 8 RECREATIONAL FACI ITIES ADVISORY BOARD MOTIONS The purpose of this Letter to Commission (LTC) is to inform the Mayor and Commission of the four motions passed by the Parks and Recreational Facilities Advisory Board at its meeting on April 4, 2018: MOTION 1: The Parks and Recreational Facilities Advisory Board motions to recommend returning to the previous 1,030 square foot version of the North Shore Tennis Center Restroom and Café project (exhibit hereby attached to this motion), including the elimination of the ramp inside the café and exploring the two edited bathroom configurations discussed by the board. Motion Made by: David Berger Motion Seconded by: Jonathan Fryd Motion Passes: 10-0 (Motion Passes) Members In Favor: Carolina Jones, Wil Martinez, Dana Turken, Sean Smith, Eliane Soffer Siegel, Robert Gonzalez, David Berger, Jonathan Fryd, Stephanie Rosen and Lori Nieder Members Not Present for Motion: Paul Stein MOTION 2: The Parks and Recreational Facilities Advisory Board motions to recommend that all fees at all facilities be studied every three years to ensure that they are competitive with industry standards. Motion Made by: Robert Gonzalez Motion Seconded by: Sean Smith Motion Passes: 10-0(Motion Passes) Members In Favor: Carolina Jones, Wil Martinez, Dana Turken, Sean Smith, Eliane Soffer Siegel, Robert Gonzalez, David Berger,Jonathan Fryd, Stephanie Rosen and Lori Nieder Members Not Present for Motion: Paul Stein MOTION 3: The Parks and Recreational Facilities Advisory Board motions to recommend increasing tennis membership fees and eliminating light fees for members. Motion Made by: Jonathan Fryd Motion Seconded by: Dana Turken Motion Passes: 10-0(Motion Passes) Members In Favor: Carolina Jones, Wil Martinez, Dana Turken, Sean Smith, Eliane Soffer Siegel, Robert Gonzalez, David Berger, Jonathan Fryd, Stephanie Rosen and Lori Nieder Members Not Present for Motion: Paul Stein Page 987 of 1842 MOTION 4: The Parks and Recreational Facilities Advisory Board motions to favorably recommend extending the one year renewal of the Management Agreement with Miami Beach Tennis Management to include the amendments made to the agreement as discussed at our Board meeting. Motion Made by: Jonathan Fryd Motion Seconded by: David Berger Motion Passes: 10-0(Motion Passes) Members In Favor. Carolina Jones, Wil Martinez, Dana Turken, Sean Smith, Eliane Soffer Siegel, Robert Gonzalez, David Berger,Jonathan Fryd, Stephanie Rosen and Lori Nieder Members Not Present for Motion: Paul Stein Attachment JLM/ Q,,I ItC Page 988 of 1842 _ OOP; OOD act) 00[7? L.\., em® \ . II �� A : \ a iii I , '\ 0,N \ % pp _ �S 9 ; ® ������ iA�VA o illi 4 �ll 01 B u�m ?"fuN \\\\ \ II I s 1 : IIS tk.� \��\\\ip \\\ .1 e.4F 9 o A�kc.�A\�L• V�A. . %.',\R'0'. ,h, 1 'W..zww,..illE, 9, !-:\ •• ; \\4 ilir - a LINT 1 , ° �I� ItI :• LL y; I II III ',, II , , I 1 ;fig 1i 7 � I NMNN W aag ee 985at 34 EXHIBIT E RESOLUTION NO. 2003-25299 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH FLORIDA, ESTABLISHING AN ADMINISTRATIVE PROCESS TO REVIEW ALL CITY FEES BASED ON A THRESHOLD CHANGE IN THE CONSUMER PRICE INDEX (CPI), IN CONCERT WITH A SURVEY OF FEES FOR SIMILAR SERVICES IN SURROUNDING COMMUNITIES OR AN INCREASED COST OF PROVIDING SUCH SERVICE(S). WHEREAS, On May 12, 2003, the Finance and Citywide Projects Committee recommended fee increases for Occupational Licenses, Certificate of Use, Fire Inspection Fee, Sidewalk Café permits fee, Parks and Recreation fees and Building Permit Fees; and WHEREAS, the Mayor and City Commission requested that an annual review based on an increase in the Consumer Price Index (CPI), be implemented to ensure that rates keep up with the increased cost of providing the services, and with those charged in surrounding communities; and WHEREAS, on the first reading of the proposed ordinance amendments on July 2, 2003, the Mayor and the City Commission accepted the Finance and Citywide Projects Committee's recommendations, with the exception of the automatic annual increase provisions; and WHEREAS, It was then recommended that an administrative methodology be put in place to review City fees when a defined threshold change in the CPI occurs. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AS FOLLOWS: 1) An administrative review of the City fees shall be initiated whenever the change in the CPI, between the current CPI and the date of the CPI used to establish the last fee adjustment, is greater than five percent (5%). 2) Upon reaching this threshold and, following a survey of fees for similar services in surrounding communities and/or an analysis to review the current cost of providing such services, the Administration shall prepare its recommendation that adjustment to City fees be incorporated into an amended ordinance or resolution, as appropriate, with final approval of same by the Mayor and City Commission. PASSED and ADOPTED this 30th day of July , 2003. APPROVED AS TO ATTEST: FORM&LANGUAGE &FOR EXECUTION �1' CITY CLERK �',. :r;990 off8d2 ' OR CITY OF MIAMI BEACH COMMISSION ITEM SUMMARY Condensed Title: A resolution of the Mayor and City Commission of the City of Miami Beach Florida, establishing an administrative process to review all city fees based on a threshold change in the Consumer Price Index (CPI) in concert with a survey of fees for similar services in surrounding communities or an increased cost for providing such service Issue: To recommend that a methodology be put in place to trigger a review of all city fees when a defined threshold change in the CPI occurs. Item Summary/Recommendation: Therefore it is recommended that a review of the fees be initiated whenever the change in the CPI,between the current CPI and the date of CPI used to establish the last rate adjustment, is greater than five percent (5%). Upon reaching this threshold, and following a survey of fees for similar services in surrounding communities and/or an analysis to review the current cost of providing such services, adjustment to such fees will be incorporated into an amended ordinance or resolution, as appropriate, and submitted to the Mayor and City Commission for approval. Advisory Board Recommendation: Financial Information: Additional Revenue Projection Source of Amount Account Approved Funds: 1 2 3 4 Finance Dept. Total City Clerk's Office Legislative Tracking: Patricia Walker Sign-Offs: Department Director • slstant City Manager City Manager 411 AGENDA ITEM /1 2 X Page 991 of 1842 DATE CITY OF MIAMI BEACH CITY HALL 1700CONVENTION CENTER DRIVE MIAMI BEACH,FLORIDA 33139 http]\ci.miami-bei-beackil.us COMMISSION MEMORANDUM To: Mayor David Dermer and Date: July 30, 2003 Members of the City Commission From: Jorge M. Gonzalez j City Manager ens Subject: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH FLORIDA, ESTABLISHING AN ADMINISTRATIVE PROCESS TO REVIEW ALL CITY FEES BASED ON A THRESHOLD CHANGE IN THE CONSUMER PRICE INDEX (CPI) IN CONCERT WITH A SURVEY OF FEES FOR SIMILAR SERVICES IN SURROUNDING COMMUNITIES OR AN INCREASED COST OF PROVIDING SUCH SERVICE(S). ADMINISTRATION RECOMMENDATION: Adopt the resolution. ANALYSIS: On May 12, 2003, the Finance and Citywide Projects Committee recommended fee increases for Occupational Licenses, Certificate of Use, Fire Inspection Fee,Sidewalk Café permits fee, Parks and Recreation fees and Building Permit Fees. Additionally they requested that an annual review based on increase in the CPI, be implemented to ensure that rates keep up with the increased cost of providing the services, and with those charged in surrounding communities. On the first reading of the proposed ordinance amendments on July 2, 2003, the Mayor and the City Commission accepted the Finance and Citywide Projects Committee's recommendations, with the exception of the automatic annual increase provisions, which were not accepted. It was then recommended that a methodology be put in place to review the fees when a defined threshold change in the CPI occurs. Therefore it is recommended that a review of the fees will be initiated whenever the change in the CPI, between the current CPI and the date of CPI used to establish the last rate adjustment, is greater than five percent (5%). Upon reaching this threshold, and following a survey of fees for similar services in surrounding communities and/or an analysis to review the current cost of providing such services, adjustment to such fees will be incorporated into an amended ordinance or Page 992 of 1842 resolution, as appropriate, and submitted to the Mayor and City Commission for approval. 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