Finance Agenda May 2017 UpdatedMIAMIBEACH
City of Miomi Beoch, I700 Convenlion Center Drive, Miomi Beoch, Florido 33I 39, www.miomibeochfl.gov
COMMITTEE MEMORANDUM
Members of the Finance and
Jimmy L. Morales, City Manager
May 19,2017
MEETING OF THE FINANCE AND
ON FRIDAY, MAY 19,2017
A meeting of the Finance and Citywide Projects Committee has been scheduled for Friday, May
19,2017 at 2:30 pm in the Commission Chambers, 3'o Floor of City Hall.
The agenda for the meeting is as follows:
OLD BUSINESS
1. Discussion Regarding Proposed lnterceptor Garage At 1623 West Avenue (Lot No.
P23l
Commission ltem R9E, September 27,2016
(Parking)
Saul Frances, Parking Director
Sfafus; ltem enclosed.
2. Discussion Regarding A Skate Park/Parking Structure At 72nd Street Parking Lot
(Ps2)
Commission ltem C4B, February 8,2017
(Tourism, Culture, and Economic Development)
Eva Silverstein, Tourism, Culture and Economic Development Director
Dual Referral: Mayor's North Beach Master Plan Steering Committee and Finance &
Citywide Projects Comm ittee
Sfafus.' ltem enclosed.
3. Discussion Regarding A Potential Lease With The Venture City For Commercial
Space Located At 1661 Pennsylvania Avenue
(Jeff Oris)
Eva Silverstein, Tourism, Culture, and Economic Development Director
Sfatus.' ltem enclosed.
TO:
FROM:
DATE:
SUBJECT;ITYWIDE PROJECTS COMMITTEE
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NEW BUSINESS
4. Discussion Regarding The Fees Charged To Developers To Appear Before The
City’s Land Use Boards
Commission Item C4F, April 26, 2017
(Sponsored by Commissioner Alemán)
Tom Mooney, Planning Director
Status: Verbal report.
5. Discussion Regarding The Living Wage Rates For Fiscal Year 2017-2018, In
Accordance With Chapter 2, Article VI, Division 6, Section 2-408, Of The City Code
Commission Item C4G, April 26, 2017
(Procurement)
Alex Denis, Procurement Director
Status: Item enclosed.
6. Discussion Regarding A Resolution Approving The City’s Sponsorship Of The
Nationally And Internationally Televised 2017 World Footvolley Classic, To Be
Held In The City Of Miami Beach
Commission Item C4H, April 26, 2017
(Sponsored by Vice-Mayor Rosen Gonzalez)
Eva Silverstein, Tourism, Culture, and Economic Development Director
Status: Item enclosed.
7. Discussion Regarding Contributing Funds To A Regional Hybrid
Skatepark/Pumptrack Initiative At Haulover In Conjunction With Sunny Isles
Beach, Town Of Surfside, And Possibly Bal Harbour And Bay Harbor Islands
Commission Item C4V, April 26, 2017
(Parks and Recreation)
John Rebar, Parks and Recreation Director
Status: Item enclosed.
8. Discussion On Performing A Gap Assessment Regarding The Energov Permitting
System
Commission Item C7M, April 26, 2017
(Information Technology)
Ariel Sosa, Information Technology Director
Status: Verbal report.
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9. Discussion Regarding The Baywalk As Well As The Opening, Building And
Funding Of The Baywalk Behind The South Bay Club
Commission Item R7C, April 26, 2017
(Budget and Performance Improvement)
Margarita Wells, Environment and Sustainability Acting Director
Cintya Ramos, Budget and Performance Improvement Director
Tom Mooney, Planning Director
Status: Item enclosed.
10. Discussion Regarding The Mid-Year Request For Two New Positions In The
Finance Department and Discussion Regarding PatternStream Software For The
Office Of Budget and Performance Improvement
Commission Item R7D, April 26, 2017
(Budget and Performance Improvement)
John Woodruff, Chief Financial Officer
Cintya Ramos, Budget and Performance Improvement Director
Status: Item enclosed.
11. Discussion Regarding The Preparation Of A Budget Item Request For
Consideration In The Fiscal Year 2018 Budget Process For The Design Of A
Parking Garage Structure, And A New Recreational Park With A Skate Park And
Community Use Space, At The 72nd Street Parking Lot Site Between 72nd And
73rd Streets And Between Collins And Harding Avenues
Commission Item R7U, April 26, 2017
(Sponsored by Commissioner Alemán and Commissioner Malakoff)
David Martinez, Capital Improvement Projects Director
Status: Verbal report.
12. Discussion Regarding Potential Financial Incentives For Miami Beach To Support
The Film And Television Industry On A Local Level
Commission Item R9T, April 26, 2017
(Tourism, Culture, and Economic Development)
Eva Silverstein, Tourism, Culture, and Economic Development Director
Status: Item enclosed.
13. Discussion To Explore A Lease To Bring The Wynwood Yard Concept To North
Beach
Commission Item R9AG, April 26, 2017
(Sponsored by Commissioner Arriola)
Eva Silverstein, Tourism, Culture, and Economic Development Director
Status: Verbal report.
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DEFERRED ITEMS
14. Discussion Regarding Future Uses Or The Potential Sale Of Vacant Gity-Owned
Land Located At 226 87th Terrace
Commission ltem C4A, October 19,2016
(Sponsored by Commissioner Grieco)
Eva Silverstein, Tourism, Culture and Economic Development Director
Status: ltem deferred to the June 16, 2017 Finance and Citywide Projects
Co m m ittee m eeti n g, pen d i n g ad diti o n a I a p p rai sa l.
15. Discuss Engaging ln A Pilot Program With A Cost Reduction Consultant
Commission ltem C4N, Marcn 1,2017
(Sponsored by Commissioner Arriola)
James Sutter, lnternal Auditor
John Woodruff, Chief Financial Officer
Status: ltem deferred to the June 16, 2017 Finance and Citywide Projects
Committee meeting, pending coordination with departments to identify areas with
cost reduction potential.
16. Discussion Regarding The Maintenance Of Public Bathrooms Gitywide
Commission ltem C4N, February 8,2017
(Sponsored by Commissioner Grieco)
John Rebar, Parks and Recreation Director
Adrian Morales, Property Management Director
Dual Referral: Neighborhood/Community Affairs Committee and Finance & Citywide
Projects Committee
Sfafus; ltem deferred pending direction from the Neighborhood and Community
Affairs Committee.
17. Discuss The Key Development Parameters For The Barclay Plaza Apartments
Workforce Housing Project
Commission ltem C4A, March 1,2017
(Office of Housing and Community Services)
Maria Ruiz, Director of Housing and Community Services
Status: ltem deferred to the June 16, 2017 Finance and Citytide Projects
Committee meeting, pending data and analysis.
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18. Discussion To Explore Placing Cameras On Every Corner Of The MXE (Mixed
Used Entertainment) District And On The Beachwalk, And lnstalling Emergency
Activation Boxes Along The Beachwalk
Commission ltem C4P, March 1,2017
(Sponsored by Vice-Mayor Rosen Gonzalez)
Daniel Oates, Police Chief
Dual Referral: Neighborhood/Community Affairs Committee and Finance & Citywide
Projects Committee
Sfafus; ltem deferred pending direction from the Neighborhood and Community
Affairs Committee,
Finance and Gitnaride Proiects Committee Meetinqs for 2017:
May 19
June 16 - Budget Briefing
June 30 - Budget Briefing
July 10 - Budget Briefing
July 21- Budget Briefing
July 28
August Recess
September 8
October 13
November 3
December 8
Committee Members
Commissioner Ricky Arriola, Chair
Commissioner Joy Malakoff, Vice Chair
Commissioner John Alem6n, Member
Commissioner Micky Steinberg, Alternate
John Woodruff, Committee Liaison
JW/MTG
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Cc. Mayor and Members of the City Commission
Management Team
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MIAMIBEAGH
OFFICE OF THE CITY MANAGER
To: Finance and Citywide Projects
COMMITTEE EMORANDUM
FROM: Jimmy L. Morales, City Manager
DATE: May 19,2017
SUBJECT: PROPOSED PEDESTRAN BR CONNECTOR . INTERCEPTOR
GARAGE AT 1623 WEST AVENUE (LOT NO. p23)
The Administration received the following response from Crescent Heights
regarding the option to have a pedestrian bridge connector from their
development's garage (1600 Alton) to the City's planned lnterceptor Garage at
1623 West Avenue:
Crescent Heights, the developer, has no objection to the
connection and can work with the City to adjust the building
to accommodate it. However, they are not prepared to pay
for it as they see parking demand actually going down due to
behavioral changes (more use of car sharing, etc.).
The Administration is concerned with the City's garage and its lower parking
rates being the first and more attractive parking option for patrons of the
development. This could likely result in limited or reduced parking availability to
serve the intended purpose of the interceptor parking garage.
The concept of providing a pedestrian bridge access from the City's garage to
this private development and the Alton Road corridor has a limited public
purpose. Moreover, the developer's reluctance to fund the pedestrian bridge
further dilutes advantages to this narrow public benefit.
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MIAMIBEACH
Gity of Miami Beach, 1700 Convention
www.miamibeachfl.gov
Center Drive, Miami Beach, Florida 33139,
TO: Chair and Members of the Finance
Committee
FROM: Jimmy L. Morales, City Manager
DATE: May 19,2017
SUBJECT: Discussion Regarding A
Street Parking Lot (P92)
COMMITTEE MEMORANDUM
Citywide
ParklParking Structure At The 72nd
ISSUES
The Finance and Citywide Projects Committee (FCWPC) at its March 31, 2017
meeting, recommended to the City Commission that the City begin preparing an
RFQ for design of the 72nd Street !ot, and discussed consideration of a budget
enhancement for the 2017l18 budget for design of the project. Additionally, the
Committee requested staff simultaneously complete conceptual design options
for the site.
At the April 26, 2017 City Commission meeting, the Commission considered a
discussion item regarding the recommendations made by both the FCWPC and
the Neighborhoods and Community Affairs Community (NCAC). Concurrently
with this item, the Commission also considered a resolution placed on the
agenda by Commissioner Aleman for the City to proceed with a consultant
service order for Desman, lnc. to prepare designs for a parking garage structure,
and a new recreational park with a skate park and community use space at the
72nd Street parking lot site. The Commission adopted the resolution to proceed
with the consultant service order, negating the need for continued design by City
Staff. The Commission did not negate the Committees request for the conceptual
designs, however.
Planning staff had completed one conceptual design prior to the Commission
meeting (See Attachment 2), in an effort to satisfy the request of the FCWPC,
staff will present the conceptual design to obtain input that will be shared with
Desman, lnc. for consideration in additional conceptual designs the firm will
prepare under the consultant service order.
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ANALYSIS
For several years, the City has had within its work plan to site and construct a
skate park within the municipal limits. Multiple sites have been explored
throughout the City with each location posing challenges. These challenges
include resident objections to the use close to their homes that the City has been
unable to mitigate to date. Nonetheless, the City has continued to pursue a site
for such a park due to the demand from the local skating community and local
residents who would like to have a place for skaters to enjoy their sport. Most
recently, in 2016 several locations were presented to NCAC for a skate park or
all-wheels park concept: the 72nd Street (P92) Parking lot, the West Lots (those
lots on the west side of Collins Avenue between 79th Street and 87th Street), and
the south end of North Shore Open Space Park. Based on community input and
NCAC review, lhe 72nd Street tot was selected as the preferred location, and
endorsed by the City's Parks and Recreational Facilities Advisory Board.
Given the loss of parking spaces that would result from the conversion, as well
as other uses recommended for the 72nd Street lot by the North Beach Master
Plan (Attachment 3), the City's Parks and Recreational Facilities Advisory Board
for the 72"d street lot, as well as City Departments and the Community
(Attachment 4) the NCAC requested that staff evaluate programming of the entire
72nd Street Lot, including a potential replacement parking garage (See
Attachment 5). The item was also referred to FCWP who recommended input
from the Mayor's North Beach Committee prior to discussing the item in depth
Additional detail on the background timeline is provided in Attachment 1.
CONCLUSION
Staff is seeking input from the Committee regarding the conceptual plan. This
input will be shared with Desman, lnc. to guide them in the creation of additional
conceptual designs for the 72nd Street site.
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ATTACHMENT 1
T!MELINE OF PRIOR ACTIONS
Funding for a skate park in Miami Beach was appropriated in Fiscal Year 2011112 in the
amount of $400,000. At that time the description for the project stated "Location TBD
based on Neighborhood/Community meetings throughout the City.
ln the Spring of 2015, Velosolutions USA, a locally-based company, made presentations
to the Parks and Recreation Board and the Mayor's Blue Ribbon Panel on North Beach
regarding a mixed use, all-wheels, pump track concept. This concept varies from a
traditional skate park in that it is more of a contoured and graded track suitable for
skateboards, rollerblades, bicycles and the like, and it is more suited to use by persons
of all ages and skill levels. A traditional skate park, while useable by rollerbladers and
certain bicyclists, is more for skateboard riding and would include steeper ramps and
other elements on which to launch into various "tricks."
During the last year or so, the North Beach community has become more accepting of
the location of a skate park or all wheels track within this area of the City, and the
members of the Neighborhood/Community Affairs Committee (NCAC) asked for staff to
seek potential locations in North Beach for the siting of one or both of these types of
facilities. Several locations were presented to the NCAC at their April 15, 2016 meeting.
The NCAC asked for three staff recommended sites; the 72nd Street (P92) Parking lot,
the West Lots (those lots on the west side of Collins Avenue between 79th Street and
87th Street), and the south end of North Shore Open Space Park to be brought to a
public workshop in North Beach for the purposes of gathering the input of the public. !n
addition, the NCAC also requested that input be obtained from the Parks and Recreation
Facilities Advisory Board and the Mayor's North Beach Master Plan Steering Committee.
At the aforementioned public input meeting, held on May 25, 2016, the public in
attendance suggested the location at the North Shore Open Space Park as their desired
site. lt was clear that the public actually favored the 72"d street lots location, but
indicated preference for the park location due to an anticipated time lag on constructing
a park on the parking lot. The Parks and Recreation Facilities Advisory Board also
recommended the North Shore Open Space Park location at their May 2016 meeting.
The North Beach Master Plan Steering Committee requested conceptual drawings of
each of the three sites before committing to support a particular location. Unfortunately,
the Committee was sunset before the drawings could be reviewed and thus it made no
recommendation.
The NCAC, at the October 21,2016, was'presented with conceptual drawings of a skate
park in the three locations under consideration. After a short discussion, it was clear the
Committee unanimously favored the 72nd street parking lot with an understanding that
the placement of a skate park at this location will cause a loss of parking spaces in the
existing lot. The NCAC requested that staff return to the November meeting with more
information regarding the loss of parking if a skate park is located at the site, the
potential for reconfiguring the parking lot with a parking structure, the inclusion of
greenspace on this block, and the inclusion of other amenities as outlined in the recently
adopted North Beach Master Plan.
The City's Parks and Recreational Facilities Advisory Board adopted the following
motion at their November 2,2016 meeting:
The Parks and Recreational Facilities Advisory Board has for the past year been
discussing various recreational facilities and locations. After giving a lot of
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consideration and reviewing the North Beach Master Plan, it seems most efficient
to the board to consolidate the following four (4) sports activities into the
conceptual design of the 72nd Street Lot in order to create a recreational sports
corridor: a competitive pool, batting cages, skate park and regulation size soccer
field. Parking and the appropriate life safety considerations for crossing Harding
Avenue should also be considered in the plan.
The uses contemplated on the site by this motion will have implications on the need for
additional new parking. Additionally, the North Beach Master Plan contemplated the
siting of a skate park at this site under all three scenarios illustrated for this site. One of
the scenarios presented also showed the potential for an open multi-use, however, this
scenario did not include any parking on the block at all. Thus, the siting of more
recreational uses at this site would be incompatible with the master plan
During the December g, 2016 NCAC meeting, the committee members requested
additional information to determine if the activities and rudimentary site plan presented
by staff at the meeting consisted of "the right pieces in the right configuration" for the
site. ln response, staff has researched other area needs which are outlined later in this
memorandum.
Additionally, at the December meeting, the members also asked for the input of the
Finance and Citywide Project Committee (FCWP). lt was found that this item was not
dual referred to both committees and thus, the item was referred to the FCWP by the
City Commission at their February 8, 2017 meeting. The item was placed on the
FCWP's February 17, 2017 agenda, at which time the Committee indicated they would
like to see a design and wished to hear input from the Mayor's North Beach Committee
prior to discussing the item in depth.
At the FCWP meeting of February 13,2017 meeting, this item was deferred until input
from the Mayor's North Beach Committee could be obtained. The North Beach
Committee subsequently took up the matter at their February 24th meeting and passed
the following motion (on at 6-1 vote):
MOTION: The Steering Committee requests that the City of Miami Beach engage
a planner to create a cohesive vision for the 72nd Street parking lot, the Youth
Center, the Bandshell, Ocean Terrace, the Altos del Mar park area, and the
library location right away so the community can have input in the area parks and
how they can expand and work together as one, from 72nd street to 76th Street
and that the 72"d Street parking lot be designed to maximize parking, have a
single building footprint, include a breezeway to or adjacent to the Youth Center,
and have wide green walkways going east to west on the North and South sides
to encourage pedestrian circulation.
The North Beach Committee's motion was then taken up by the NCAC at their March 17,
2017 meeting. The Committee subsequently adopted a motion that generally
recommends to the City Commission that a designer be engaged a designer to prepare
a comprehensive plan to include all of the areas requested by the North Beach
Committee (exact wording of the motion is not available as minutes had not be prepared
as of the creation of this memo). !n passing this motion, the NCAC was concerned
about potential utility conflicts at the 72"d Street parking lot. Public Works indicated they
would have a basic utility study completed by April 14,'2017 thus, NCAC felt it was best
to not stop the item to wait for the study since any designer hired would have that
information before the design efforts began.
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The NCAC took this matter up at their March 17th meeting with discussion including the
North Beach Committee motion as well as the anticipated completion date of a utility
study to address existing utilities on site. Public works indicated that the basic utility
study would be completed by April 14, 2017. Given that the utility study would be
completed before a designer could be engaged because the Commission's next meeting
would not be until the end of April, the Committee adopted the following motion (note:
the motion is from the meeting video as minutes for the meeting had not yet been
produced at the time this attachment was created):
MOTION: To recommend to the full Commission that a designer be engaged to
prepare a comprehensive plan to include all of the areas requested by the North
Beach Committee.
The item was subsequently discussed at the Finance and Citywide Projects Committee
(FCWPC) meeting on March 31,2017. The FCWPC gave the following direction (NOTE:
at the time of this memo's creation, minutes had not yet been completed for the FCWPC
meeting and thus the below is a general statement of the direction given):
1) That the City proceed with preparing an RFQ for a parking structure and new
recreational park with a skate park and prepare a budget item request for
consideration in the FY 2017-18 budget and for staff to come back to the
Committee with design options.
2) For staff to reconfirm with the North Beach Master Plan Steering Committee
their goals and objectives for the area micro-plan.
The item was subsequently discussed at the Finance and Citywide Projects
Committee (FCWPC) meeting on March 31, 2017. The FCWPC motioned the
following in regards to the Skate Park and Parking Structure at 72"d Street
Parking Lot:
. The Committee recommended moving forward with putting together a
bid package for a parking structure and a new recreational park, which
would include a skate park.
o The Committee directed staff to simultaneously work with
Commissioner Aleman to put together an analysis of the 72 Street
parking lot and bring back to the Finance and Cityruide Committee
what the options are for where the parking structure would go.
. The Committee recommended moving fonrvard with adding a
budgetary line item to next yea/s budget.
The Committee motioned the following in regards to the Skate Park and Parking
Structure:
o The Committee directed staff to go back to the North Beach Steering
Committee and reconfirm what their goals and objectives are for the
study of the 4 block area and bring this item back to Finance and
Citywide Projects Comm ittee fo r consideration.
ln response to the FCWPC's request for clarification, The North Beach Steering
Committee discussed the item and adopted the clarifying motion at its April 6,
2017 meeting:
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MOTION: That this Steering Committee request, prioritizing 72"d street
parking lot, the City of Miami Beach to engage a multidisciplinary urban
design firm on an expedited basis, to work with this Committee and the
City to prepare a Detailed Urban Design for the Ocean Terrace
Neighborhood, which shall explore and recommend specific urban design
solutions and options from the 72"d Street parking lot, through Ocean
Terrace, and up to Altos del Mar, and the Library site with an emphasis on
a future pedestrian friendly Ocean Terrace.
The City Commission, at its April 26,2017 meeting discussed the March 17,
2017 recommendations of the NCAC and the March 31, 2017 recommendations
of the FCWPC. The Commission also concurrently considered a resolution
placed on the agenda by Commissioner Aleman for the City to proceed with a
consultant service order for Desman, lnc. to prepare designs for a parking
garage structure, and a new recreational park with a skate park and community
use space at the 72nd Street parking lot site.
At their April 26, 2017 meeting, the Commission also addressed the
recommendation of the NCAC to address the request of the North Beach
Steering Committee by adopting a motion to have staff prepare an RFQ for an
urban neighborhood design concept for the Ocean Terrace area.
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ATTACHMENT 2
Four Conceptual Renderings
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MIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139,
www.miamibeachfl.gov
COMM]TTEE MEMORANDUM
TO: Chair and Members of the Finance
Committee
FROM: Jimmy L. Morales, City Manager
DATE: May19,2017
SUBJECT:Lease with The Venture City for
ia Avenue
Discussion Regarding A Po
Commercial Space at 1661
The purpose of this memorandum is to seek direction from the Committee regarding
potential to provide an economic development incentive to The Venture City - a tech
incubator/accelerator -- in the form of rent free space at 1661 Pennsylvania Avenue.
ISSUE
Staff seeks direction as to how to proceed with The Venture City's request to
provide approximately 6,500 square feet of commercial space at the former
Oolite restaurant location at 1661 Pennsylvania Avenue to operate a global
technology incubator/accelerator. The Venture City anticipates between 30-100
in staff working for their organization and/or companies participating in their
programs working on-site. The Venture City has requested this space be
provided rent-free, although they would be responsible for any tenant build-out
and have agreed to pay any property taxes if assessed against the space.
BACKGROUND/ANALYSIS
The Venture City, a full-service business incubator/accelerator organization is led
by Laura Gonzalez-Estefani, an Angel lnvestor and a former leading executive of
Silicon Valley companies Facebook and eBay as well as Ogilvy and Siemens.
The founding team includes other industry leaders from both Facebook and
eBay, in addition to Google, with extensive international experience. The group
has been working to locate their newly created, full-tech solution, global
technology incubator/accelerator within the Miami area. This involves housing
start-up technology based companies and providing them with services ranging
from financing and networking to legal and regulatory comptiance.
The Beacon Council has been actively engaged in assisting The Venture City in
finding a site as they believe The Venture City will leverage and further expand
the traction and opportunities gained by platforms such as eMERGE, Venture
Hive (downtown), The Lab Miami (Wynwood) and Cambridge lnnovation Center
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(Overtown) that are strongly attributed with boosting the Miami area's credibility
as a technology hub in the global community.
Representatives of the Beacon Council have also indicated that their support of
The Venture City is also due to the fact that Ms. Gonzales-Estefani and the other
members of the business' founding team are well-known in Miami-Dade
technology circles and well-positioned internationally.
At the initial meeting with Staff, representatives of The Venture City shared their
business plan (Attached) and inquired into what city-owned space may be
available for their use and further indicated they were seeking rent-free space to
facilitate their business model. Staff indicated the City is quite limited in the space
that is appropriate for such a use. The log cabin site in North Beach and the
former Oolite restaurant space in City Center were suggested as potential
locations.
Further analysis showed the log cabin site to be significantly smaller than what
The Venture City was seeking however, the group expressed interest in the
former Oolite site at 1661 Pennsylvania Avenue. (As a point of information, the
City began marketing the Oolite in March 2017 and has only received one inquiry
as of the writing of this memorandum.)
The Venture City has proposed occupying this space on a two-year, rent-free
basis. While they request the space rent-free, they have agreed to pay for any
necessary build-out of the space and will pay any property taxes that may be
assessed against the site should the Property Appraiser deem the site taxable
due to its loss as a municipal use or vacant municipally owned space.
As mentioned, the basis for the request of free rent is as an economic
development incentive to the group to locate in the City. Potentially, companies
that will locate at the facility as part of The Venture City's incubator/accelerator
will employ between 30-100 staff on-site, with these employees garnering a
higher wage than would be expected from other area businesses. lt is also
assumed that the employees and businesses housed on-site will utilize other
businesses in the City for supplies and services as well as patronize retail
establishments, having a positive effect on the City's overall economy. Further,
there is an expectation that as businesses graduate from the incubator or
accelerator programs, they would remain in the City, close to resources that will
remain available to them through The Venture City, and that the presence of this
facility will attract additional high-paying technology companies. All of this is also
presumed to help retain and attract those with desired and valuable technology-
related skills to the City and to the broader Miami area.
COST
Cost to the City if we were to proceed with this request would be the opportunity
cost of lost revenue from the space if the City were to find a paying tenant for the
space. lt would be anticipated that the space would be otherwise rented at a rate
of approximately $60 per square foot, resulting in annual rent payments of
approximately $390,000 or $780,000 over the two-year period of the lease. lt
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should also be noted that this space may command a higher lease rate once the
Convention Center reopens due to its proximity to the facility and the increased
foot traffic due to a new booking policy prioritizing conventions over consumer
shows.
CONCLUSION
Administration seeks direction on how to proceed with this request. Options for
consideration include:
1) Granting The Venture City's request for a two-year, rent-free lease for
6,500 square feet of City-owned commercial space.
2) The City can propose an altered term of the lease.
3) The Venture City can be asked to pay a sliding-scale rent, the full rent,
or some other subsidized rent rate.
4) The Committee can request putting the site out to an RFP for other
similar users who may want to utilize the space, opening the
opportunity up to a larger market.
5) The City can reject the offer and continue to market the property in an
effort to find another user that will pay a market-rate rent.
C: Kathie Brooks, Assistant City Manager
John Woodruff, Finance Director
Eva Silverstein, Tourism, Culture and Economic Development Director
Jeffrey Oris, Economic Development Division Director
Mark Milisits, Asset Manager
,fu
rdslesl.Jo
26
theventure.city
lnnovolion Growlh Hubs
Business Plqn
Miomi- 2017
27
Context
Technology tronsformotion is needed by businesses io survive long term
Current ployers ore not reody to toke the chollenge
Troditionol
Componies
. Monogement boords
don't hove experts ln
digitol ironsformotion
. Current workforce
unoble io execute
. Componies lock of
doto teoms thoi con
onolyze their big
doto to be oble toke
key biz decisions
' Moving fost is key, or
stortups will disrupt
eoch one of the
indusfries, os it is
olreody hoppening
Enlrepreneurs
. Access io funding is
limited, speciolly if
you wont 'Smort
money' to follow up
lhe eorly series
. Actuol occelerotor/
incuboior progroms
ore short ond don't
deliver the long term
volue founders need
to survive
. Demond quolitotive
help of industry
experts thot ore very
complicoted to
reoch
VCs &
Consulting Firms
. Trodiiionol TECH VCs bose
iheir inveslments on
flnonciol + legol due
diligences + don't
undersiond the potenliol
growth ond
lnternqtionolizotion
. VC Funds hove difficulty
detecting the best deols.
Best stortups reoch only o
smoll group of VCs
. Cunent consultoncy firms
lock of reol expertise
hyper growth componies
. They wqnt io hire people
lrom the top lech
componies but we don't
woni to work for them
lnslilutions &
Universilies
. Government ond
instiiutions need to
support the
entrepreneuriol
ecosystem but they
do not know how,
octuolly looking for
key ployers to help.. Key Universities
wonting fo odopt
their progroms to
the new dynomics
' Everybody tolks
<rboui the need of
digitolizoiion but
not mony know
how to execute it
.& ffiffitffifl ,ffi -r$nb-=- s.+ A & -;n fuiilsrTs?s
Our Business
We hove creoted o new modelthot touches oll the ecosystem voriobles,
from funding to growing ond portnering with componies ond institutions with
o cleor internotionol perspective
Our Fund is monoged by key lndustry experts invesiing in internotionol first
storiups with hyper growth potentiol. To guorontee success, our due diligences
contemplote engineering + produci + lnternotionolizotion ossessments, on top of
the troditionol finonciol + legol model
We support tech compony's growth ond scole ihrough long term flexible
incubotion ond occelerolion progroms in exchonge for o equity stoke of their
componies
We work with componies ond their C-level in their trcnsformoiion process through
our trqining ond Advisory progroms designed ond developed bosed on reol
experiences
We support lnternolionol Universities ond Public lnstitulions to foster chonge ond
prepore the future leoders of the industry
q{9 r#rffittffi-il&ffi, ner, (#;=#; A &" -;;r turilxrffi,
28
Our proposol
we moke things hoppen. we hove built o 'fullTech solution' for ihe
different stoges of lhe different ployers in the Tech Ecosystem, executed
by o teom of top industry leoders thol come from Hyper Growth
componies, Focebook, WhotsApp. Google. eBoy...
Our lolenied leom ollrocls top lolenled slorlups. Our teorn is very excited to reshope
the internotionol tech ecosystem from scrolch. We identlfied the need ond we love
big chollenges
Long term progroms is the key of our occelerotor ond incubolor model. This vision will
solve moin problems founders foce todoy, I ) Lock of experience scoling &
internotionolizing, 2) Lock of support from experienced teoms, ond 3) Foir Funding
We ore inlernolionolfirsl, we hove scqled businesses beyond whot wos thinkoble.
Now we wont to bring thot expertise bock to the internotionolstorlup community
creoting Growth Hubs in Miomifor the Americos ond in Modrid Jor EMEA (To stort )
supporting bolh slortups ond trodilionol componies grow ond go inlernotionol,
explore new business models ond processes, ond educoting/Re-cycling the tolent
porinering with key universities under our University progrom, is o unique model
.+-p, rffiiffittffi fl ,&S ffirl q,-=- ## R #"',$r -fuiil=smsfr
29
To Redefine the Techthrough o Worldwide
Growth Hubs.
Accelerolion Mode!
Network of Disruplive
6^\/r, A-,
30
I nterrratlonallzatlonolrport <-
lncubator / Accelerator
fuctory
-Z
Monetlzatlon+ msd(et
vc
bonk
\
We ore on ecosvslem occelerotor fortech, slrucluredos o city, led by on
internotionol dreom teom ( former execs
of hyper growth componies ) inspired by
the need of tronsporency, diversity ond
foirness in the industry.
C-level Education
unhaerslty
t
U
theventure.clty
Product n.,{ .1, \ consurrancylobototorY r-"g"rY Poricy studio
Town haII
Data
library
31
Foir funding
Friendly Co-founding
Diversity
lnternotionolizotion
Give bock to the community
32
Supporting the full entrepreneurial cycle
DATA DRIVEN
tta
aoaaaaaa
att
,aI,I
a,I
I
33
: a=t
Dreom teqm thot ioins from key Finonciol+ Hyper Growth componies such os
Focebook, Google, eBoy, with proven
extensive inlernolionol experience.
34
bonk
oirport
loborotory
tesm
court
foctory
studio
,Z
-+
\
unive rsity
i\<-
/
hospitol
Teom driven by chollenge,
purpose ond ownership of whot
we do
We ore o doto driven compony .
We toke decisions bosed in doto
ollowing us to even predict whot's
qheod of us
A's hire A's
. We trock everything in reol lime,
ovoiding foilure ond moximizing
succeSs. Our structures ore light, ihe
decision moking process is ogile
35
:.4 6A
/^. A-.-,
Bonk/VC
Multistoge fund focused on, mobile/AR/VR, with
internotionol focus
Advice our stortup portfolio on following rounds ond
strotegies for funding.
Leod ond coordinote the Bonk's octivity, deol flow
ond due diligences, tech, finonciol & legol.
Trovel oround the world to the key Stortup Forums
looking for interesting investments representing our
fund.
Advisory/Consultoncy for componies on the Mobile, AR/
VR shift, ond on new business models opportunities.
Work closely with Product ond Engineering on product
feotures, services ond products demonded by the morket
or componies we work with
Anolyze morket competition ond identify opportunities for
our businesses internotionolly.
Represent the compony in key locol Forums focused on
Tech & lnnovotion
Studio/
Consultoncy
36
University /C-LevelEducotion
Design, Coordinote ond lounch the educotionol
progrom for C-level execs of stortups, SMBs, lorge
componies ond institutions.
Coordinote the porticipotion of internotionol stors/
Advisors in the progrom.
Represent the compony in key internotionol Tolent
Forums focused on lnnovotion.
Anolyze morket competition ond identify opportunities
for our business.
University
I
I
I
T
I
T
Shoping on lnnovotion teom. CDO, CRO, CPO, CTO
Think Big: Go lnternotionol
Understonding the shift to the next plotform.
Operoting o Tech business
Decision moking: Doto tolks.
Recycling, Keeping & Growing the tolent of your
compony.
37
AirDort/
lnternotionolizotion
Design the Growth & lnternotionolizotion strotegy for the
stortups
Work with Product, engineering, doto & consultoncy on
requests needed to internotionolize effectively
Represent the compony in key locol lnternotionol Growth
Forums.
Anolyze morket competition ond identify opportunities for
our business.
Define ond design the stortups doshboords to trock
their growth, product performonce & revs
Work closely with University on the Troinings ond
progroms needed to educote C-level on big doto
Advice the Studio teom on doto metrics ond
doshboords needed to implement in the projects we
will be working on.
Anolyze morket tools ovoiloble to trock ond onolyze
our business
LibrorylDoto
38
Foctory
INCUBATOR PROGRAM
I
I
Welcoming20 componies eoch yeor, for 3 yeors under o
vesting model, toking o mox of 25% compony's stoke.
Core teom olwoys ovoiloble to odvice on toctics to
Build/Grow/internotionolize/Monetize, odvice on
engineering, product or Policy/legol issues.
Ambossodor progrom between our globol offices
Office spoce ovoiloble for portfolio in Miomi ond Modrid
to stort
lnvesting in 10 componies eoch yeor, for 10% equity
for l8 months under o vesting model
Core teom olwoys ovoiloble to odvice on toctics to
Build/Grow/internotionolize/Monetize, odvice on
engineering, product or Policy/legol issues.
Consultoncy for Stortups on Finoncing/olternotives,
thot ore not on eorly stoge.
Ambossodor progrom between our globol offices
Foctory
ACCELERATOR PROGRAM
39
TownHolllegol&policy
I
I
Leod ond Build key relotionships with Governments,
institutions ond business orgonizotions
Advice our stortups on Policy ond legol risks.
Invite key personolities to Compuses ond orgonize
Key events with lnstitutions.
Work closely with University on the Troinings ond
progroms needed to educote
6a,i. alT
Loboroto.vl
Product'&
Engineering
Best in closs teom of engineers thot will odvice CTO/
CPO & teoms of our stortups oround their product, infro,
doto onolytics, etc. to moke sure they grow ond scole
efficiently
Design working fromeworks ond processes for the
stortups we ore invested to moximize resources
Advice ond leod the Tech due diligence for our
investments
Trovel oround the world to the key Stortup Forums
exploining their fromework ond keys to succeed
40
tPhose I
1st Venture Cities will be Miami, hub for the Americas, and Madrid as a hub for EMEA. Both
cities are thriving and both need international talented professionals to educate and train the
local talent into methodologies, processes, and frameworks to grow their startups and therefore
the ecosystem.
41
rl ' .
I
Phose I W
\
At the end of 2017 we will have Hotel Desks in SF and Singapore
ty, *
#aS ,uSL t*P
Pho se 2
%:\
*\
2018. Next round of Venture Cities will be Mexico city, Bogot5 and Buenos Aires.
42
i*l ' : ,'t-"0r- ffi* q-/-{$h
s6
/s r\
).*"
Phose 2
Hotel desks in Sao Paulo, Lisbon & Tolqyo
^AA
-r -A-1
Phose 3
2020.3rd round of Venture Cities will be Nigeria and Kenya.
43
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44
Business Structure
Buslness Focus
! legol & lmtllullonol Relollons
,-----*****-*
! Hnonclol Anolysls
ll Dolo Anoffics
45
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49
50
Louro Gonrtlor-td&ont
Founcler & CEO
IhcVcnlweCity
'i,
M
Possionote obout helping rnoke lhe grobol enlrepreneuiol ecosyslem
occes5ible to lunding. loir. divere ond inrernotionol.
Spenl 8+ yeors ol tocabook eoding growlh. business developm€nl ond
mobile key proieclJ h Modrid. Sl;con Vofley ord Miomr. wos lhe l, emdoyee
in Spoin ond tho l,iin Europ€ of lhe lnlernotionol leom. Lounched tho lu
lnlernet.org p(oiecl in Lotom (Poroguoy) ond more recentry led the strotegy
ond working group ln Cubo. omong other skolegicol projecb for Focebook-
Prior lo Foceuook. Louro held r.lonoging robs ol oloy. Slemenr and Oglyy
Group" Al5o co-tounded Esployo.com. tr€ {irst beoch tourism digitol plotlorm
in Spoin in ?ffi.
Louro is on octive octvocole forWofiron h fcch, Cooch ol lhe lobron
Colegc WlNlcb, Mentor of lhe tioaford Lotirp Enhepreneurship leoderthip
lnitiqtive, ond Mentor ond Ponef,sl ot Endcovq. She olso oclively invests in
slorlups both persono{y os on Anglcl |rwador ond olso lhrough Gcnut
Venfurcr. ttxa lund she ond Cloro Bultich co.founded.
Bul obove oll, she ir moried lo onothe{ omozirg enhepreneur ond logether
hove three owesome kids.
Cloro Bullrich is o monogin$ porlngr fo( Cuggenh€im Portnec Lolin Americo./LJ Portnerships. o leoding
ndepende.rl, p.ivolely-held multi.fomily oflice wilh rrssels under monogemenl of t5 biliion do{ots. Guggenheim
hos tJronches in Mionli. London, Genevo Lisbon The lsb of Mon. Neucfiote, ond Hong Kong, Cioro hos been in
Guggenheim tor l7 y6ors monoging indiyiduols. fomily otfrces ond foundolicns giving services such os privole
olfrce. inve(ment odvisory. diecl inveslrnenl crrJ lrusl oncl Iiduckry services.
Cloro horcts boord geoi: in l0 diflerenl ccmponies in US, Lotin Americo ond Elrope ocross dillereni industrie!.
She rs oort ot tho Globol lnveslmenl Commillee in Guggenheim/ tJ Pahership.
Cloro hove hod mony roles. os heod of business devebpmeni t€|om enkepreneur ond hos l9 yeors ot
nch expen€nce in p{ivole bonking ond ossel monogernenl. fu o rerull she hos o unrque obilily to runoge
mulli-disciprnory projecls ond lo nov(?ote complex cholienge5. Ihis ttTughl dtove her lo slorl togelhet wrth
her porlner louro Gonzolez-Esleloni, Genus Ventr.ne which ,ocused on invesling in sforl-ups, ond other
technology ond innovolion corrpon,es - especroly Motib, vifud Pedity ond ougrnenlec, reolity technobgies
Her ospirolion is lo wilness growlh hoJ lec her focus on ernergjng mskels tke Alyico. APAC ond LAIAM. She
loves lo se€ growlh ond innovotlm in oecple oround her - personolty o{ profestionoily
she is on oclive boord member ol Boss Museurn Conlemporory Arl as one of ner possions When slre is nol
worting, Cloro lokes ulmo5, ioy ond deolura in spending lime wilh her tomily ond secking odventuro orol-rfid
lhe globe. ln odd,llon. she enioys mento{log women ol high corporole levels rn both Lolin Arterico ond US lo
help them troce lheir polh lo success,
51
Sonllogo Comlqfo
coo
AaVcntt cClty
Possionote workir,g or ditterent burinerr culhres, bringing logetrer furopeon
ond PorFAmedcon woys ot underslonding business ond leoding people
lowords common gools.
Sorliogo compiles o brood ronge of experience leoding lorge leoms in
difterent oreos ossholegic plonning, moteting ond 5obs. produclbr. HR.
logbtics" lT" R&D ond fironce & odmir$5koliort.
Belore joining lhe Veniure Cily. Sontiogo enjoyed 12 yeon of lop
monogernent onC buiiness developmert rol€s in leoding componi$ in lhs
tood induslry bolh in furope ond Americo. wilh rrEin focui on growth trrd
inlernotionolizotion, olro led throush phoses of kf,unch, motured busi1eis ond
reslructuring.
with o slrong internotbnol focus. Son@o received on MBA trom IESE
(Borcelonol ond ltorled hB profes$oncil conier with 7 yeors ol shotegic
conrulloncy in lop orgonizotions io lhe Communicolions. Medioond
lechnology seclor where he worked gxtensivsv trowh Europe, Americo
ond Atrico.
Eog€r lo exdore new things, Sonti5go p{oclbes o greot number of scorts
wilh his greol lomly ood linds lhe tirne lo coflaborole wiih his forily owned
winery in Spoh ond with his frien* ot th€ Urban Spo center they lounched in
MoCriJ in 2m5-
theventure.city
52
theventure.city
53
}IODEL THROUGH A r,IIORLDWIDE
54
AGSELEMATOR FOR IEGII,
ASACXTY,
55
Th$TEM}dATIOD{AL DMEANfl TEAM*
rFormor execs of hyper grofih compnier
ebv
m
F\,
TMANSPINREilG
DtvEmgtTY
RNESS
56
-11__
OUR BUSINESS
WE I{AV[ DISICNID A NEW DATA DRIVEN MODEL TI.JA| TAC,KILS ALL Ti{[ STAGES OF IHi
ENTREPRENEURIAL CYCLE FR()r"1 FUNDING rO INTERNATIONALIZAIION. INCLUDING PRODUCT DESIGN &
ENGINEERING
___-rl-\_
OUr-0ffi -^J
rtlll
-i-*ornes
mc5
Our Fund is managed by
key Industry exp€rts
investing in international-
first startups with hyper
growth potential To
guarantee success, our
due diligences focus on
engineering + product +
lnternatiofialization
assessments, on top of the
treditionel financial + legal
model
We support terh
compsnies growth and
scaie thrmgh lsg term
flexlble incubation and
accelemtion progmms in
exchange for a equity
stake of their com0anies
We work with companies
and th€ir C-level execs in
their transformation
process through 0ur
tralnlng and Advlsory
programs designed and
developed based on real
experiences
We support lnternational
lirifi,r iih,rr Jlrd lIilirlr,
ln\{:li!'iiil0r to loster
change and prepare the
future leaders of the
industry
57
)L___/-^\*-l1:
our,: "r -p@po
-dLffi
OUR pntpl[D{OgAt
WEMAKETHINGSHAPPEN.WEHAVIBUII 1A'FULL TECHSOLUIION FORDIFFERENI SiA6LSA\DPI,AYIRS IIJ I E
ECTJSYSTEM, EXECI"JTF-D I3Y A II.-AM OF IOP INDI]STRY LEADERS TI-AT COMI IROM FIYPEIi (]R(]WlIi (IJMPANIHS
i l(t i:ncLB()(jK. wrJA tSAPI , (;oocl f", L{3AY_..
0ur talented team
attract$ top talented
startups. our team is v€ry
excited to re5hape the
international tech
ecosystem from scratch-
We identiied the need
and we love big challenges
Long tcrm programs ls thc
key of our accelerator and
lncubator model. This
vision will solve main
problems founders face
today, 1) Lack of
experience scaling &
interna6onalizing, 2) Lack
of support f rom
experienced teams, and 3)
Fair Funding
We are lnternatlonal firrl
we have scaled businesses
beyond whal was
thinkable. Now we want
to bring that expertise
back to the intemational
startup community
creating Growth Hubs in
Miami for the Americas
and in Madrid for EMEA
(To start )
Supportlng both startups
and tradltlonal companles
to grow and 8o
lntematlonal. explore new
business models and
processes, and influence
the talent partnering with
key universities under our
University program with
our unique model
58
f,*fu
59
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€\- __: --
-t-\_our
FUNDING
60
gO.F(OUNDIT{G
61
THE COMMUNITY
62
#i
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9:
,
*
CYCLE
63
PRODUCT &
ENGINEERING
2
, NTETU{ATION,TUZATIOITI
I
ii-Ei
t+4,.1
,l
64
THAT JOIN FROM KEY FINANCIAL + HYPER GROWTH
coMPANtES SUCH AS GUGGENHnM, FACEBOOK GOOGLE,
EBAY, WHATSAPP, WITH PROVEN GLOBAL EXPERIENCE
MEET THE TEAIT Laura
cEo
!!erl B, /rar: 11 [a1rl]ool rr5t fhieF ]ed( ,i: {-ountr" v:nager tor Spr,,} & l}rriirisr
cein6 tfrr,1.,l e,rrolcrep n aoJnfry.e[orlin8 1.,,hr: l1{] (-,rfrv,,tl- tew Mo!& to S,,i.o.
Vallev ta reAlr l,re i,iow!i) Voble l; Plrtror!hrp! l{,;rrl t.r LA I Al1, le}ajli1g rile lN:!,-e: ):!
! .o.a$fr/ r, ,r iiafrve5 Ahc. -1 )car,, nuvsl k-; Mia,?,, lJ lead z,ri",i ijil.t, ,\\'-q,a
,.oleatr. the .t atets, ri far ebfirk in Lubi .ha lelr (oinle.ied acrnt.r f. iFe air::
i]-rof io faaerrk hnd nraorgcrtent rolc5 a! aAay 'irxran! ?ra: r-i81i\i ,-irira i:,:r :
2OO0 I ( lrifirxied Isplit/i1 i (,fi. rhe ti5t iltf.?ir,ral irr,a( h ',:...r,!r aigrlar llad:.-,
I rnl efth!rtrU .rt,i,rjr y,/(,r1,,,, r, Tear 1_(..(f i if+'B:i.,.)', iotl"B€ Wlfila:r. In,-ii.,, aj
tlrf ilafrlorli i!1 11,., frjlrri,ri)r'u,5fli ieailc,thr! lrriiatllt aIt \{{'iIr a,ril p;'!!:1|i1 ;1
i.dca/cr I 1av{- rls(,:cf!clv rf,velleC :r Sladupr b()il, :r'.\i},j.}li\ jn -r,i.Ar1tsei raqiar a.d
r !o il^rcl8h ae.r!:. !..i!r's. 'rrr' ir,n.l lir?t aith Llara Errllr ( tr we {;,'ir, i,r.,ed
iur tbovir ;ll 1 ai aralriJl tar ai(Xiil\ Jil:1l*ir tfritrlrorr',r' ;,rl ,,!4.'ie, .avt 'r;/,
65
MEET THE TEAIil
MEET THE TEANfi
Clara
I am a managr,r8 fiartner fc. CLgSenher ladrers Lal. Ame-ica,: flarlie{lrps a {eidrlE rdeiie':cent.
p,ivately-held mull-famrlv offae \r,ii airts lrrei manlge,aerr: ol $5 cillro,r rlolldrs Ihave bee! rl
Cu8genherm for 1 I /eai5 franaging irdrr,ouals, fanriy alfhaes drd iu!i,daho{:s g,vr)R $ervrce! gurfr as private
office. iovestmert advisory, drrect invstment and iru5i aid idu{jary reNrrs
I had nrar! roles. as tread cf bugness daveicpqept tpam. ertreFfeaerir *id it iearr ot nf,h ei[erience I
,.ivaie oanking ;nd Jset naragere.i As a "esuli. I Mve a iininre ahility :o masage o!ll'disciclilar!
afoiecls ar.i tc na'/i83le.o6plex challenBes "his lh{}dght Crove }e l| stat toBethc. ,th Laura aorraler-
Esiefaii. Genus Venture wlicl Focused on ,nvesffill i0 $brt.up1. tnd oiltr iecilnolog! ind ;nnolatorl
companie5 especially Mobile, Virt!al Realii) rn.r augreited r€li5/ tf,chn.-,lcg;es
My ispir:hon rs to wrlress growtrr wilh toois ofi efileruir)g iaai<els filie A.riar. AFAa anrr r A IAV I lole t.
see Srowth and innovahon in peple arouncl iie - lEreoirally or profess,oralt
I am rn acive board menrber ol fiass Mrrerm in Miafir Coalerpoa3l An ,s ooe of m) passrons When
air nct wor(i0g. I iake otmcst joy dni pl€asure iF spendi)B rff'e witi rlv faaril\ and *eksg adventurc
aro!nal the globe ln addihon. lenjoy mentorlnR rvomer\ at hrgl. coapc.ate leve)s 14 mth :atn Ame.ic and irS
ro helD them trace thelr oath lo suar:es.j
Sanfiago
Passronate worlirg on crtfer*nl busines" flrtLrcs bringii8 tagether arfoEa. rnc pan-Are.a.rri wrr. ol
urdersBnchng Dirs r)ess and lerdin:i Deople ioward: coa:mor go;,s
i have d brodd railBe oi experieilcs leddlfS iartrie leaFr\ in ailffeaeai afeas as Jf.iif--eia plaonri8, {rafketn8 rird
!als.. proiu(lron, HR, loSistirs l l. R.iD at,c!,ioaf iIe & adFrt slralc.r
Belgre ioinrn8 lhe Ventrrre ait! I errtoldr1 i2 yq,\ oi ioat mriDgeireni j16 bliiiieis deleloplrerl foles iil
leadirg companict rt Lhe flrod irdust'Y iiolh t f,,,o!r' ;nd A:,r:,raa vvilh q\arn focus oa growth and
inteanatioo;lizahca I alsc led throlgh of'ases ot ledn.h rralurec DUsirBs 3Fd restrurtlrin8.
Wiin n ltra,r8 rrterilatoirl loru; I re.erved;r. vBA rioff' ltsi i3alaeic.a) fd sarted h$ proferiroi[i darr;er
w;th 7 years of slrategia aonlrllancy :r top .rg# zntlo.e . rhe ;:.(,r$!r),..1hoi5 fu'lecir ind Teahnology leLh)r
where [e worked extensrvel,,, tt],ough a!'ape Ameil.a ai.l Afii;
Lager to erplore ie! lhrnBs i lzr La(y tr p.rcf;ce; greJ, nLr.ntrer Dl il{rd., dith ry 8r,iat Fanily and 1rnd9 the
ine tc .oll3Dorate wril' my larrrt ow'lEc w iErr ir Sp;r' aryl lrth r! fri$r(l5 jl ,he l-)rbair 5pa (enl{* i lailadled
,n \lrdrd i. rlT)5
66
67
ARE REI.ATTOX$ITP BUTLDEMS
We get involved in your everyday and long
term business. You are the decision maker of
your business, we simply guide you to make
it happen. We only work with 25 startups in
residence/year, so or we work hard together
or we are out.
68
DEDICATION
We welcome 15 cornpanies each
year, for 36 months
FLEXIB ILITY
We earn up to 25% company's
stake, through a monthly vesting
prorated model. If either ol us rs
not happy, either of us can leave
the program at any time.
ADV!CE
Our Core team + yours work
together every day to help Build/
Grow/internationalize/Monetize,
and advise on engineering, product
or Policy/legal issues.
INTERNATIONALIZATION
To help with the
internationalization of your
business, we have an exchange
program between our global offces
CO.WORK
We offer free office space in our
Campuses in Miami/Madrid so that
we can work together
We earn it if we help. Based on a prorated model
From 18-36 months on company
We take early stage €ompanies with basic growth track record ol
at least 6 months
Focused on Growt} and lnternational expansion
international first
Highly cumted network of mentors and we assign you a coach:
Quality
Our Core team comes from hyper growth tech companies:
Unicoms
Throughout the prog.am, we introduce our founders to key
strategic investors and/or companies. We make it 1 to 1, personal.
We leave it up to the fouilders.
It's proven that company Culb.,rre is key to success: Trust,
transparency, @mmunication & fun
69
# Definition & ophmizatron of the
registration, activation, activity &
virality flows.
# Definition & Optimization of the
notificahon channels: Push
Notifrcation, email & SMS.
# Localization of the product:
Language & cultural checks-
# Creation of the Growth
Dashboards.
# lmplementation of product testing
methodologies
# Analysis and supervision of the
engineering platf onns
# Product performance oDtimizalion
for nehlrork environment, mobile/
broadband.
# Supervision of implementation on
third party software compatibility.
Big data tools, bots, e-commerce
platforrns, notifrcatiorr tools, etc...
# Advisory on acquiniring of startups
& tools available an market.
# ldenfification of key industry,
government, educatjonal, or mobile
partnerships needed al the different
stages of the company's growth"
# Negotrahon tachcs and
implementation of the different
partnership models
# lntroduction to key stakeholders to
build long term relafionships.
f ldentification and tracking of the
suc<.ess metrics to understanc
impact.
# Definilion of the key growth &
engagement metrics within the
business"
#Design and lmplementation of the
"Big data" tools, to track the
growth, engagement and revenue.
# lmplementahon of data visualization
tools.
# Deep dives on core product
performance and internal
communication.
# Advisory on hiring talent
# Defrnihon of fundrng timeline
# ldenifrcation of preferred funders.
# Creation of funding materials.
# Funding ncgobahon, opportuoities,
# Legal advisory: Term Sheets,
convertible notes, safe notes,
commitments...
# Funding public corrmunication
strategy
a t"inancial ongong advice. P&l
groMh over morretization
# Access to international mentoring
network
# Assignment ot a Coach that will
work close to the founders. Coach
should have opportunity to invest.
# Access to lnternahonal Tech
Founders network from key
r: rga n iza tio n s.
# Organizatior.r of small gatherings.
educational modules for full startup
team
4 Crvc bar( lo the tommurrrt-y &
other founcers
70
# Allocation of Marketing budget and
definition of markefing plan.
# Access to intemational Marketing
parbrers network
# Creative hrainstorm arotrnd min
budgeVmax impact
# Access to beta programs from key
companies
# ldentifcation and tracking of the
success metrics to understand
impact
# Authenticity, transparency and
open communication strategies
within the team
# How to retain talent: Ownership,
talent and responsibility
# Feedback culture: How to do it
efficiently
# Goals definition & tracking
# Good habits: 1:1s & HPMs
# Hiring talent Diverse &
lnternational
# Celebrate success & failures: Q&As
71
ULTRADEDICATION
We wehome 1O cornpanies each
year, for 18 months
FLEXIBILITY
We eam a max of 10% company's
stake, through a monthly vesting
prorated model. lf either of us is
not happy, either of us can leave
the program at any moment.
TEAMWORK
Our Core team + yours work
together every day to help
internationalize & monetize your
business
AMBASSADOR PROGRAM
We have an Ambassador program
between our global offices so that
the internationalization is
immersive
TOGETHERNESS
Both teams are together at our
Campuses in Miami/Madrid
# Optimization & tracking,
registration. activation, activity and
virality flows.
# Optimization & review of the
notification channels:: Push
Notifrcation, email & SMS
# Localization of the product:
Language & cultural checks
# Review and irnplementation of
internal dashboards t0 track key
growth & engagement metrics
# Scaling the engineering platforms
# Performance optimization for
network environment, mobile/
broadband. 2G. 3G.4G. etc
# Engineering processes & roadmaps
to guarantee execution
# Cross functional role with product
and data teams
# Educational workshops from CTOs
# Hiring
72
# ldenhficahon of key industry,
government, educational, or mobile
partnerships needed for high
engagement
# Design, negotiation and
implementation of the different
partnerships.
# lntroduction to key stakeholders to
build long term relationships
# ldentification and tracking of the
success rnetrics to understand
engagement impact
# Definifion of engagement metrics
# lmplementation of data visualization
& lnterpretation tools. Specially
engagement metrics
# Track engagement on notification
channel
# Definition, implementation of fy'u
processes and internal
communication
# Cross functional role with product
& engagement
73
MU LTISTAGE
Mulhstage 10OM USD fund
focused on tech, SaaS, mobile
tech/AR/VR. with international
focus.
GONTROL
L.ead and coordinate the Bank's
activity, deal flow and due
diligences, tech, product, fi nancial
& legal.
ADVIS:NG
Advise our startup portfolio on
funding strategies and timing.
WORLDWIDE
Travel around the world to the key
Startup Forums looking for
interestin g investments
representing our fund.
We look at the engineering, product and then financial & legal
We need to understand the product and the Founder.
We check background through our network
Founder chooses us: The good opportunities are oversubscribed
and fouMers just want to work with who adds value to the money
inteffitiond 6Et
We lov€ to be involved in the business when needed, specially if
things go wrong
we don't require a board s€at but we are always invited
We track growth & engagement numbers, engineering scalability &
finamials
We team up with the founders to avoid failures
We lmk at the engineering, product and then financial & legal
74
# General Partners + Team introductory call
with founder. General questions on business,
product, team, international ambition, funding
so far & vision long term.
# lf initial call ok, Laura to run industry
background check on founder.
# lf founder background, ol( moving
opportunity to next step.
# Prior to engineering + product call, team will
send basic questionnaire to understand how
product is built.
# During the call, both CTOs and CPOs eng &
product teams will review actual infra, plans
for the future scalability of the business and
actual pain points/opportunities.
# lf no red flags, engineering will send
assessment to move to next step,
# By the time the deal reaches to Legal
Advisors, we have a full 36O degrees due
diligence of everything except legal. They will
run both legal check on company and
founders.
# To avoicj overcharges, Legal Advisors will have
agreed with VC on standard Termsheets,
convertible notes, etc, unless the amount is
big enough that founder runs with the cost.
#VP VC communicates decision to the
management team in that week's committee.
# Prior to call with VC, team will send master
preso, business projections, cap table, cash in
the bank, etc, etc...
# During ihe call VC team will gather as much
info as possible on company financials and on
team's ability to run the business. Guillermo
may request extra lnfo, or extra interviews
before going tp the next step, if any.
75
ADVISING
Advisory/Consultancy f or
companies on the Mobile, AR/VR
shift, and on new business models
oppolruoities.
REAL TIME ANALYSIS
Analyze ma*et competition and
identify opportunlties for our
businesses intemationally.
CLOSENESS
Work closely with Product and
Engineering on product features,
services and products demanded
by the market or companies we
work with
REPRESENTATION
Represent the company in key local
Forums focused on Tech 6
lnnovation
76
FREE PROGRAM
Design, Coordinate and launch the
educational program for C-level
execs of startups, SMBs, large
companies, institutrons &
community members (free).
REPRESENTATION
Represent the company in key
intematronal Talent Forums
focused on lnnovation.
STAR ADVISORS
Coordinate the participation of
international stars/Advisors in the
program.
REAL TIME ANALYSIS
Analyze market competition and
identify opportunities for our
business.
77
INTERNATIONALIZATION
Design the Growth &
lnternationalization strategy for the
startups
REPRESENTATION
Represent the company in key local
lnternational Growth Forums.
EFFECTIVENESS
Work with Product, engineering,
datz & consultancy on requests
needed to internationalize
effectively
REAL TIME ANALYSIS
Analyze market compefition and
identify opportunities for our
business-
78
DESIGN
Define and design the startups
dashboards to track their growth,
product performance & revs
ADVIS IN G
Advice the Studio team on data
metrics and dashboards needed to
implement in the projects we will
he working on.
CLOSEN ESS
Work closely with University cn
the Trainings and programs needed
to educate C-level on big data
ANALYSIS
Analyze market tools available to
track and analyze our business
79
KEY RELAT'ONSHIPS
Lead and Builcj key relahonships
with Governments. institutions and
business organizations
KEY ADVISORS
lnvite key personalities to
Campuses and organize Key events
uyiih lnstitr:ticxrs.
LEGAL COUNSELLING
Advise our startups on Policy and
legal risks.
CLOSENESS
Work rlosely with University on
the Trainings and prograrns needed
to educate
80
BEST IN CLASS
Best in class team of engineers that
will advise CTO/CPO & teams of our
startups around t}eir product, infra,
data analytics, ete to make sure they
grow and scale effrciently.
ADVIS IN G
Advise and lead the Tech due
diligence for our investmenls
FRAMEWORK
Design working frameworks and
processes for the startups we are
invested to maximize resources
GLOBALLY
Travel around the world to the key
Startup Forums explaining their
framework and keys to succeed
81
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v, ururt(rl J/tol.ul/
AMENDED AND RE,STATED
LIMITED LIABILITY COMPAI{Y
OPERATING AGREEMENT
OF
YENTI.IIIE.CITY MIAMI ACCE,LEITATOR, LLC
DATED AS OF
rp4St,zott
THE SECURITIES CREATED I}Y THIS LIMITED LIABILITY COMPANY
OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER TI{E
SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIF'IED
{JNDER Ahry STATE SECURITIES LAWS. SUCH SECIruTIES MAY NOT BE
OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANST'ERRED,
PLEDGED OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER
APPLICABI.,E STATE AND FEDBRAL SECURITIBS LAWS OR UNTIL THE BOARD
OF DIRECTORS OF' THN COMPANY SIIALL HAVD ITECEWED A FAVORABLE
OPIMON FROM THE COMPANY'S LEGAL COUNSEL, OR FROM LDGAL
COUNSEL ACCEPTABLE TO THE BOARD OF DIRECTORS, TO TTTE EFFECT
THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER SUCH LAWS.
.A.I\TY TRANSFER OT THE SECURITIES REPRESENTED BY THIS AGITEEMENT IS
FURTI{ER SUBJIIICI'1() THE RESTRICTIONS, TERMS AND CONDITIONS, WHICII
ARD SET FOIITII HEREIN.
MIA 155788943v4
92
LIMITED LIAI}ILITY COMPANY
OPERATING AGREEMENT
This LIMITT D LIABILITY cotvtpANy OPERATING AGREEMENT
(tlris "Ap.reetneltt") of ventrue.ciby \4iami Accelerator, LLC, a Delarvare limired liabilitycolnpany (the "Compar}"), i.s entered into by the urrdersigned (each, a "Menrber', and
collectively, the "Me!lbel!"), who have exeouted this Agreement ancl have been achnined as
Members of thc Compatry, and the pel'sons u,ho have executetl this Agreement ancl are adnritte<l
as Managers, as rlefined belorv, efI'ective as of the L] day of Match, 2-0 t 7.
WIIEREAS, the Members have been admitted as nrenrbers in venture.city MiamiAccclerator,I-.LC, a linrited liability comparly organized unrler the Delawarc Lintited Liabiliry
Company Act (the "Ac!"), and desire to enter into this Agreeurent in orcler to set lbrth the termsaud conclitions of the llrsiness and af{hirs of the Cornpany and to detemrine the riglrts andobligatiorrs of irs lr4embers.
NoW, TI'IEREFORE, the Mentbers, in'[,,cfr,rg to bc legally bound by this Agreement,hereby agreethatthe limited liabiliry company operating ogl."r*ninf the coirrpany shall be asfollows:
_ 1, Definitions. Capitalized terms used hel.ein shall have the meanings set forth ilthis Section I.
"Act" iras tl:c meaning set forth in thc r.ecitals.
"Agrcen:enJ', has the meaning set florth in the preamble.
^ "Change of Contro-I" meal'ts (i) the salc of all or sr.rbstaltially all of the assets of tleCornptrny to an Inde-penclctrt Tlrird i'arry; (ii) a sale resulting in rnore than 50% of thenrernbership inletests otl the.cgrnnanr uiine'held by u,i-malp.,rdent Third party; or (iii) amerger, cousolidatiou, recapitalization or riorganizition of tire co*puny-*iit-'o, into anIndepenclent'l-hird party.
"eqrypq.y,,has the meaning set forth in the preamble.
"Dta&qlqlg_]leltgg'has the meaning set fbrth in Section i4(b).
"Drag:alelrg_Sqlg" has the meaning ser fodh in section l4(a).
"Dt'ag:alq:gSgIer" has the u:eaning set forrh in Section l4(a).
"Dug-al.ongMgtrbgt" has the meaning set fodh in s.ection l4(a).
"Equilrsgsuuues' ureans any and all nrernber.ship irrterests of the comparry a,d anysecttrities of the co,rpauy colrvertitrle into, or exchangeable or exercisable ror, *"i, ,"mbersiripinte'ests. and rvarrant.s or otlrer rights to acquire sucrr rnembersrrip i,terests.
MtA 18578894sv4
93
"Iogldlrg_I4glgbqg" means Laura Gonzillez-Est6fani and Ctara Bullrich, each in their
capacity as a Menrber of the Cornparry.
"Government Approvil'flreans any authoriintion, consenl, approval, waiver, exception,
vzuiance, order, exemption, publication, tiling, declaration, concession, grant, tianchise,
agreement, pelmission, permit, or liceu.se ofl fiom or with any Governnrent Authority, the giving
of notice to or rcgistratiorr with any Government Authority or any other action in respect of any
Govemnrent Authority.
"Govenrment Authority" n'teans any federal, state, local or foreign goverrunent or
political subdivision thereof, or any agency ot instrumentality of such government or political
subdivision, or any self-regulated or:ganization or other non-governmentalregulatory autlrority or
quasi-govemntental authority (to the extcnt that the rules, r'egulations or otdem of such
organization or authority have the force of law), or any arbitrator, court or tribunal of competent
jurisdictiou.
"Ind"pendent Thil@" neans. witlr respect to any Member, any Person who is not an
Affiliate of such Membcr.
"Lien" fileal1s any n:ortgage, pledge, security interest, option, right of lirst offcr,
encumbrunce or other restliction or limitation of any natnre whatsoever'.
"Manager" has the meaning set fbrth in Section 7.
"Menlbs!" has the meaning set furth in the prearnble.
"Qf,fetedlntetgElg" has the meaning sct lbrth in Section 15..
"Qffer:i[g_X4qqbq" has tlre meaning set forth in Section 15.
"Offering MemberNoticc" has the meaning set lbflh in Section 1S(aXi).
"!elce!I4ge_fl!gle9!" lneans, with respect to cach Member, the Percentage Interest set
forth opposite such Member's name otl Exhibit A attached hereto,
"ps1's6n" means any individual, corporatioq limited liability company, lirnited or general
partnership, joint venture, association, joint-stock company, trus! unineorporated organizdtiolr,
govcmment ol any agency or political subdivisions tlrereof.
"IIg-BAla I'oIlioU" rneans, with respect to any Purchasing Menrber, on the date of the
Offering Member Oftbr Notice, the number of Equity Seculities equal to the product of (i) the
total number of Otlbted Interests and (ii) a fraction determined by dividing (x) the number of
menrbership inLer:ests owned by such Purchasing Member by (y) the total nunrber otl mernbership
interests owned by all of the Purchasing Members.
"lqrclrgslng--Mgmber" me&ns a Member who delivers a ROFO Offer Notice to the
Offering Men:ber.
MIA 185788943v4
94
"I{OFO Notice Periocl" has the rncaning set forth in Section lS(.aXii).
"ROFO Offer Notice," has thc meaning set forth in Section 1S(bXi).
"Sccurities Act" means tlre Securities Act of 1933. as arnended, o[ arly suocessol'fecleral
statute, and the t Lrles and regulations thereunder r,vhich shall be in eft'ect at the tinre.
"Ttansfet" lteans to, ditectly or indirectly, sell, transfer, assign, pledge, errcurnber,
hypothecate or similarly dispose of, either volurrtarily or involuntarily, or to enter into an-v
contract, optiorr c,r- oihcr arranBernclrt or nrrrlerstaudiug vvitlr respect to the salc, traltsfer,
ttssigtunent, pledge, encttrnbrance, lrypothecation or similar disposition of, any Equity Securities
otl,ned by a Person or any intelest (including, but not linrited to, a beneficial interest) in any
Equity Sccurities ownecl by a Ilersorr
".Waiye-d ROFO 'l'r'a " has the meaning set lbr-th in Section l5(-c).
2. Nanre. 'fhe narne of the Cottipany is "venlure.oity Miami Accelerator. LLC".
3. Orsanizatiotr. The Company is a rnulti-member limitecl liability cornpany
pul'suant 10 the provisions ol'the Act. The Company was fonled at the time of the filing of an
initial certificate of folmation in the Office of thc Depar:tment of State of the Stale of Delaware.
The names of the Members, their addresses, initial capital contributions, Percentage Irrterests ancl
ntttnber of limited liability conlpany interests orvned are se[ forth on Exh-ibit A attached hereto.
4. Punrose. The pupose ol'tlie Corlpany shall be to engage in any lawful business
that may be engaged in by a limited liabil'ity cornparry organizecl undir the Act, as such business
activities may be determined by the Membem from tilnJto tinre. The Conrpany shall have theauthority, all the polvers of a limited liabiJity company under the Act and itr" po*.", to clo alltlrlrql necessary or conveuient to accomplislr-its pu,1ror" and operate its business as clescr.ibed intlris Section 4
, 5' Registered Office: Registgred Agen]. 'llre acldress of the registered office of theComparry in the State of Delaware and the name and the address of the registered agent of tlreCompany required ,o !:. rnaintained by Section 18-104 of the Act is borpnr"tinn Se1iceCompan'y,2711 Centerville Roacl, Suite 400, City ol"Wilmington, New Castle, Delaware l9B0g.
6' Menrbership Interests. The Conrpany is hereby autlrorized to issue one or moroolasses of tnembership interests. Ftorn time to tiine and upon arry changc in the ownership of tl:ecompany, thc Managcrs shall trpclate Exhibit a hereto *itt, ttr"
*true
and colrect capitalconttibutions. Percentage Interests, or.,d rr.rrb",=hip intelests of the Members.
7 Manaps:nqnt of the Compqly. The conrpany shall be deemecl a "manager-
managed" limited liability company and shall b" managed Uy its managers (the .,Manasers,,).
The initialManagers of the Conpany shall be Laura Corial"z-Ostdfani and Clara Bullrich.
(a) Subject to such other wtitten contmct that uray exisl between the Membersand the Mairagers, any pBrson serving as a Manager may resign frour such positior: at any tir:reby giving at least thirtv (30) days writton notice ro the lrTe,r,bers (or suclr slrorter period
MIA tB5lBB943v4
95
acceptablc to tlrc Memtrers), and any Manager nray be removed at any tirne, with ot'without
oause, by the written election of the Foundiug Members. Unless otherwise specifred in such
notice, the acceptance of snclr resignation shall not be trecessary to make it effective,
(b) The Managers, may fion: tine to time and at any time delegate oertain
management and adurinistrative functions to individuals with such titles as the Managers select,
including, withotrt lirrritation, the titles of President, Chief Executive Officer, Chief Financial
Officcr, Chief Operating Officer, Chief Technology Officer, Vice Prcsidettt, Tteasurer and
Secretary, to act on behalf of the Cornpany with such power and authority as the Managers may
clelegate to any such person fi'om time to tirne. ln the absence of specitic written authority or in
the event there is any issue or doubt as to an officer's scope of authority and ability to bind the
Company in aocordance with this Agreenrent, it shall be presurned suoh officer has the same
powers, duties and rights as au officer of a Delawal'e corporation with the same conesponding
title.
(c) Any otficet of the Company may resign at any tirne by grving at least
thirty (30) days written notice to the Managers (or such shorter periocl acceptable to the
Managers), and any officer may be removed at any tirne, with or without cause. by thc written
election of the Managers. Unless otherwise specified in such notice, the acceptance of such
lesignation shall not be necessary to rnake it effective.
(d) Except as otherwise provided in this Agrcement, all of the Company's
management and administrative ar"rthority is reserved exclusively to the Managers. The
Managers shall have full, exclusive and complete discretion, right, power and authority to
nranage, control and make a[[ decisions atfecting the business and affairs of tlre Company and to
do or cause to be done any and all acts, at the expense of the Cornpany on the terms provided
herein, deenred by the Managers to be necessary or appropriate to eftbctuate the business,
purposes and objectives of tlre Company as set forth in this Agreement, Without limiting the
generality of the foregoing, the Mauagers, eitlrer aoting for themselves or through one or more of
the Company's ofTicem properly autlrorized by the Manageru, shall have the power and authority
to execute all docurnents or instruments, perhl'm all duties and powers and do all things for and
on behalf of the Company in all matlers necessary, desirable, convenient or incidental to the
business of the Cornpany. 'lfhe exprcssion of any power or authority of the Managem in tlris
Agreement shall not in any way limit or exclude arry other power or authority which is not
specifically or oxpressly set frrrth in this Agreemenl. The actions of the Managers, when taken in
accordance with this Agreement, shall bitrd the Con:pany.
(e) Any action rcquiring flre vote of the Founding Members shall be decided
in accordance with the Percentage Interests of the F'ounding Members.
(D Relianoe by Third Parties. Any peson dealing with the Company or the
Managers rnay rely upon a ceftificate signed by the Managem as to:
(i) the existence and identity of the Managers, the Company's ot'ficem
or any Member;
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(i0 the existence or non-existence of any fact ot'facts which constitute
a conclition precedent to acts by the Matragers, or a Conrpany offioer or Member' or in arry other
mallner relating to tlie at'fairs of the Company;
(iii) the conrparry oflicers, Members oI othel persons who ale
author.ized to execute and cteliver any initrument or docurnent of ot'on behalf of the Cornpany; or
(i") any act o1 failure to act by the Comlrarly or as to an1, ot[er matter
,uvhalsoever involving the Managers, the Cornpany, olte or more of its ol'ficers, or any Membet'
(g) Interestgcl Managers. The Managers may act uuder this Agrecrnent even if
intercste{. i, on indiviOrot orfacity, as a ficlucizu'y of a tt'ust or estate or in any other capacity, in
any propel.ry in which the Contpany holds an interest. The Marraget's rllay in gotid faith, buy
fro,",-,, r"tt to, leasc, bid at ptrblic truction for their oq,tr accottnt, act as agent or othelwise deal
with any ploperty in rvlrich the Cotnpalry owtts an interest.
(h) Otlier ActivitiqF and Competition. The \tlanagers shall not be required to
manage the Company as their sole and exclusive ftinction arrd the Managers may have other
business intelests and may ellgage in other activities in addition to those relating to the
Company, includirrg the rendering of advice or services of any kind to affiliates oltthe Comparry.
Each lr4embet ackrrorvleclges that the Managers and etrtities, estates aud trttsts in which the
Managers, the Conrpany or any Menber participate or are beneficially interested, are or may
become involved iu activities or businesses relating to the business of the Cornpany that are or
may beconre cornpetitive to the business of the Comparry. Neither the Company nor any
Member shall have alry riglrt, by virflre of this Agreement or the relationship meated hereby, in
or to suclr other ventures or activities or to the income or proceeds delived therefrom.
8. Linrited Liabilitv. Except as otherwise provided by tlre Act, the debts, obligatiorrs
and liabilities of the Courpany, whether arising in contract, tort ol otherwise, shall be solely the
debts, obligations and liabilities of the Cornptury, arrd neither the Members nor any Manager,
ot'['icer', rnernber, eml loyee, rcpresentative or agent (including, without limitation, any agent
acting as an attomey-in-fact) of tlre Company (including, without limitation, a person having
more tharr one such capacity) shall be obligated personally for any such debt, obligalion or
liability of the Company solely by reason of acting in such capacitl,.
9. Additional Members. Sudect to tlre restrictions set forth in tliis Sectiou 9, one or'
more additional n:en:bers rnay be admittcd to the Comparry with the cousent of the Founding
Mernbers. Priot to thc admission of any such additional members to the Cornpany, such Person
shall have executed aud delivered to the Cornpany a written undemaking in tlic form of a joinder
agrcement substautially iu the form ofl Exhi_bit.B. Upon the arnendment of Exhibit.X. by the
Managers and the satisfaction of any other applicable cor:ditions, irrclucling, if a condition, the
receipt by the Conrpany of payment for the issuance of membership interests, such Person shall
be a&nitted as a Member and deerned listed as such on the books and records of the Company.
The Company rnay admit additional members ultil the capital contributions of such additional
mernbers totals $10 rnillion, after which point the acceptance of any additional mernbers will
require tlre consent o1' three quarters (3/4th) of the Members. The Founding Members, at their
sole discrction, may also cause tlre Conrpany to issue up to a five percent (5Yo) aggregate interest
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to certain individual.q on terms which are pari passu to those received by the F'ounding Members.
Notwitlrstanding thc lbregoing, the Founding Members may create and issue pl'ofits interests to
certain groups of enrployees of the Company at their sole disorotion.
10. Additional CogltllZutions. 'I'he Members arc net required to make additioual
capital contributions to the Company, but additional contlibutions rnay be rnade in each
Msnrber's sole cliscretion upon request from the Managers.
11. Allocation of Profits aud Losses. For each fiscal year of the Compauy, after
adjusting each Member's Capital Account for all oapital conuibutions and distributions during
such t'iscal year and all special allocations pursuant to this Section l1 with lespect to such fiscal
year, all profits and losses (other than prolits and losses specially allooated pursuant to this
Section I1) shall be allocated to the Members' Capital Accounts in a nranner such that, as of the
end of such liscal year, the Capital Account of each Member shall be equal to (a) the arnount
which would be distributed to such Member, detennined as if the Company were to sell all of its
assets for the book value thereof, pay all Iiabilities allocable to such assets according to their'
terms and distu ibute the proceeds thereof pursuant to Section 17, hereof, minus (b) the sum of (i)
such Menrber's share of "paftnership nrininium gain" (as determined according to I'easury
regulation Section 1.704-2(d) and (g)(3)) and "partner nouecoul'se debt nrinimum gain" (as
determined according to Treasury Regulation Section 1.704-2(i)) and (ii) the arnount, if any,
which such Mernber is obligated to contribute to the capital of the Company as of the last day of
such fiscal year:. This Agrcernent shall be deemed to include "qrralified income offset,"
"minimum gain chargeback" and "partner nomecoume debt minimum gain chargeback"
provisions within the meaning of Treasury regulations under Section 704(b) of the Code.
Accorclingly, notwithstarrding any other ptovision of this Agreement, items of goss income shall
be allocated to the Members on a priority basis to tlie extent and in the manner required by such
provisions. To the extent that losses othelwise allocable to a Mernber hereunder would cause
such Member to have a deficit capital account balance (after giving effect to the adiustnrents
descr:ibed on Treasury Regulation Sections 1.704-1(lrX2XiiXdX4), (5) and (6)) as of the encl of
the taxable year to which such losses l'elate, such losses shall not be allocated to such Member
and insteacl shall be allocated to the other Members in accordance with this Section I l.
72. Distributionq. Distributions shall be made to the Members at the timcs and in the
amounts deterrnined by the Managers. AIl distributions (other than liquidating distributions
nradepursuantto Section 17) slrall be made tothe Members in accordance withtheirrespective
Percentage Interests.
13. Assignprcnt of Interests. Without tlre consent or approval of the Founding
Mernbers, no Metnber shall Trarmfer any Mernbership Interest now or hereafter except in
accotdance with Sections 13 and 14. Any purported assignment or otl,er Transfer that is in
violation of this Agreenterrt shall be void and ineffective ab initio and shall not operate to
Transfer any legal or equitable interest of title to tlre purported transferee.
14. Drag-along Rights.
(a) Participation. If either of the Fouuding Members receives a bona fide
offor (a "Drag-alorrg Sellef) from an Independent Third Party to consummate, in one transaction
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or a serics of relatcd transactions, a Change of Cogtrol (a "Drag:.plong.falc"), the Drag-along
Seller shall ha'e the right to require thal
"each
other Menrber (cach, a ".Preg-al.ong Mernher")
participates in such sale in the marurer set forth in this Section 14' Notwithstanding arrything to
the contrary in this Agrcemenl, each Dtag-alorrg Mu,1b"r=huil uote in favor of the transagtion
and take ali actions to Ivaive any disse,teri, appraisal or other similar rights'
(b) Sale Notice. The Drag-along Seller shall exercise her rights pul'suant to
this Sectio,14 by cleliver.ing a written notiJe (thJ"DBg.alqug-Notice") to the Company and
each Drag-along Mernb.r rlJ*or= than 15 business Ouy.t uft"t ihe cxecution ancl delivery by all
of the parties tSereto of the delinitive agreernent enterecl into with respect to the Drag-along Sale
and, in any event, no later than 10 buiiness days plior to tlre closing date of such Drag-along
Sale. The Drag-along Notice shall rnake ,"i"r",."" to the Drag-alorrg Seller's riglrts ancl
obligations hereuncler anrl shall clesoribe in reasonable detail:
(i) the name of the pgrson or entit)r to whonr s'rch menrbership
interests are ploposed to be sold;
(ii) tlie proposecl date, time aud locatiop of the closing of the sale;
(iii) the number of membership interests to be sold by the Drag-along
Seller, t5e purchase pri""prr membership interest and the other material ternrs and conditions of
the Diag-aiong Sale, including a description of any ttou-cash consideration irt sufficient detail to
permit the valuation thereof; and
(i")a copy of any fornr of agreernettt proposed to be executed rn
connection therewith.
(") Membership Interesls .to be Sold. Subjeot to Section 14(d), each Drag-
alolg Member shall sell in the Drag-along Sale the mrmber of rnembership interests equal to the
pr:oduct obtained by multiplying (i) the nunrlier of membership interests hetd by such Drag-along
Member by (ii) a fraction (x) the nurnerator of which is equal to the number of mentbership
interests the Drag-along Seller proposes to sell or trausfer in the Drag-along Sale and (y) the
denomirrator of which is eqr.ral to the number of membership interests held by the Drag-along
Seller at such time. Each Member holding equity intetests other than mernbership interests shall
convei't such equity interest into rnenrbership interrsts immediately priol to such sale.
(d) Conditions of Sale. The consideration to be receivEd by a Drag-along
Member shall be the same fomr and arllount of cclnsideration per membership interest to be
received by the Drag-along Seller (or,. if the Drag-along Seller is given au option as to the fot'm
and araount of ccxrsideration to be received, the same option shall be given) and the terms and
conditions of such sale shall, except as otherwise provided in the immediately succeeding
sentence) be the saile as those upon which the Dragging Member sells its menrbership interests.
Each Drag-along Member shall make or provide the sarue representations, waltanties, covenants,
indermrities and agreements as the Drag-along Seller makes or provides in connection with tlrc
Drag-along Sale (except that in the case of representations, warrauties, covenants, indemnities
and agreements pertaining specifically to the Drag-along Selier, the Drag-along Member shall
make the comparable rcpresentations, warranties, covenants, indemnities and agreelrents
MIA 185788943v4
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pefiaipipg specil'rcally to itsclf); provided, that all representatiolls, wal'1'anties, covenants and
indernlities shall be nrade by tlie Drag-along Seller and each Drag-along Membet severally and
not jointly and any indernriification obligation shall be pro rata based on the considefation
roceivecl by the Dr.ag-along Seller and each f)mg-along Membet, in each case in an amount not
to exceecl tl',. aggr=gate pioceeds receivecl by the Drag-along Seller and each such Drag-along
Menrber in connection witlr the Dlag-along Sale.
(e) Expenses. 'l'he fees and expenses of the Drag-along Seller iucurrBd in
connectiou with a Orug-alr\g Sate and for the benefit of all Members (it being understood tlrat
costs incuued by or on Uehatiof the Dr:ag-along Selter for its sole benefit wil[ not be considered
to be for the belcfit of all Mernbers), to dre extent not paid or reimbtused by the Conrpany or the
Inclependent Third Party, shalt be shared by all the Members on a pro rata basis, based on the
consideration received ty each Member; provided, that no Member shall be obligated to make
any out-of-pocket expenditure prior to the corrsumrnation of the Drag-along Sale.
(0 Cooperation. Each Mernber shall take all actions as may be reasonably
necessary to consutnmate the Drag-along Sale, including, without limitation, enterlng irrto
agreemeirts ancl delivcri:rg certificatcs and instruments, in each case, consistent with the
agreements being entered into aud the certificates being delivered by the Drag-along Seller.
(g) Colsurnniation of the Sale. The Drag-along Seller shall have 90 business
days following the date of the Drag-along Notice in which to consumnrate the Drag-along Sale,
on the ternrs set forth in the Drag-along Notice (which such 90 business day period may be
extended for a rcasonable time not to exceed 120 business days to the extent reasonably
necessaly to obtain any regulatory approvals). If at the end of such period the Drag-along Seller
has not cornpleted tlre Drag-along Sale, the Drag-along Seller may not then effect a hansaotion
subject to this Section 14 without again fully complying with the provisions of this Section 14.
15. Rieht of First Offer. Except with respect to a Drag-Along Sale as set tbrth in
Seclion 14, any time and subject to the terms and conditions specified in this Sestion 15, each
Member shall have a right of first offer if arry other Member (the "9ffedqe Membgt''), proposes
to sell any Equity Securities (the "Qffered IntggSts") owned by it to any Independent llhitd
Party. Eash tirne the OfFering Mernber proposes to Transfer any Offered Intercsts (other than
Tmnsfers made pursuant to Section 14), the Offering Member shall first make an offering of the
Offered Interests to ttre other Members in accordance with the following provisions of this
Section 15.
(a) Offer Notice.
(i) The Offering Member shall give written notice (the "Offering
Mernbgr Notjcg") to the Conpany and thc Founding Members the other Members stating its
bona fide intention to Transfer the Offered Interests and specifying the number of Offered
Interests and the material terms arrd conditions, including the price, pursuant to which the
Offcring Member proposes to Transfer the Offered [ntercsts.
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(ii) The Oftbring Member Notice shall constitute the Offering
Mernber"s offer to Tratrsfbr the Offered Interests to the other Members. which offer shall be
ir:'evocable lbr a period of 10 Lrusiness days (the "BQEONelcg-Peued").
(iii) B), delivering the Olfering Member Notice, the Offering Member
represents and rvarants to the Company and each othel Member that: (x) the Offering Member
has firll riglrt, title and interest in and to the Ofl'eled Interests; (y) the Offer'ing Member has all
the necessary power and authority and has taken all necessary action to sell such Ollered
Interests as contemplated by this Section l5(.a).; and (z) tlie Offered Intercsts are free arrd clear of
any and all l.,iens other than those arising as a result of or nnder the terms of this Agreement.
(b) Exercise of Righr of l'irst Oftbr.
(i) lJpon leceipt of the Off'ering Mernber. Notiee, the Founding
Ir4embers shall have until the end of the ROFO Notice Period to ofl-er to purchase all (but not less
than all) of the Offered Intsrests by deliveling a wlitten notice (a "ROFO Offel Nolice") to the
Offering Member ar:d the Cotnpany stating that it offers to purchase sr.rch Of1'ered Irterests on
the ternrs specified in the Offeling Mernber Notice. Any ROF'O Offer. Notice so delivered shall
be binding upon clelivery arrd irrevocable by the applicable ]Vlernber. If more than one Founding
Member delivers a ROFo Offer Notice. each such F-ounding Mernber shall be allocated its pro
Rata Portion of flre Offbred Interests, unless otherwise agreed by the Fourncling Membem.
dur i n g th e R o Fo N oti!? pu r * :,l;iit'ffi #:::rJ il[ *i#: ff "i i""ffi F3:3,,?ffi il;:',: :
r:iglrts to purchasc the Offered Interests under this $-ection 15. SSould no l?ourdiig Me'rberdeliver a ROF'O offbr Notice during the ROFO Notice perioa, tne Oflbrilg Member s6all deliver.
a-secoM Offering Member Notice to the Cr:rnpany and to the Members (eicept for the FoundingMernbers) and lepeat the Riglrt of First Ollbr pr:ocess set forilr in this Section E. Should n6Metr:ber delivol an O{fering Mernber Notice the Offering Member sf,attlffiuner, be {.i.ee toTransfer tlie Offered ltrterests to any Independent T'hird Party without any fur-ther obligation to
such Mernbel' ptrlsuant to this Section 15..
(c) Consummation of Sale. If no Member delivcrs a ROFO Offbr Notice inaccotdance witli Section 15(!0, the offering Member rnay, during the 60 busine"x day periodfollowing-the e;xpitation of tlre Ror''O Notise Periocl(s), as appli-cable, (which per.iod may beextended for a tea-sonable time not to excce$_ f! bu119ry auy" to the extent reasonably necessarytoobtB,inartyGover.nrrrentApprovals(tlre..@ii'-i.",.ii.allofthe
otfered Interests to an lndependent Tlrird noriy onE.,*
"ra ilirditions r1o rrore favorable to rheIndependent Third Party than tltose specified in tlie oftcring Member Notice. If the ofleringMember does nol Transfer the offered Interests within sucli period or, if such Transfer is lotconsununated withiri the Waived RoFo Transfer Period, tfre right proriA"a fio.*r4., shall bedeemed to be revived and the offered Interesrs strall not be oft*ria ;r"; p;r;;;;Lr" first re-offered to the Members in accordance with this Section l_5_,
(d) 9ooperatiott- Each Membel shall take all actions as may be rrasonablynccessary to consttrnnrate the sale conternplatec.lby this Section l5 incltnling, r,viihout limitatio;
IOMIA 185788943v4
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entering into agreements ancl clelivering certificates and irxtluments and cottsstlts as may be
deerned necessal'y or appt'opriate.
(e) Closing. At the closing of any sale and purchase purstlant to this
Section 15, the Otlering Member shall cleliver to the Purchasing Member(s) a celtificate or
""rtifout"r represeuting the Offcrcd Intetests to be sold (if any), acconrpanied by eviderce of
transfer and ail r',"""rrury trarrsfer taxes paid and sta:nps affixed, if necessaty, againstreceipt of
the purclrase price therefor fi'om such Purchasirry Mentber(s) by certified or official bank check
or by wire transt'er of inrrnediately available funds'
16. Exculnation and lndemnificatign. Neither the Managers nor the Members nor any
of their ."rp""ti* pr,rt,rers, affiliates, rnernbers, shat:eholders, consultants, representatives,
employees, agents (including, rvithout limitation, any agent acting as an attorney-ir:-fact),
officers or diiectors, llor any of their lespcctive afliliates. paftners, tnentbers, shareholders,
officcrs, representatives, directors, consultants, employees or agents (including, without
limitation, any agent acting as an attorney-in-fact) (each an "Irrde!01ified&Iry') shall be liable
to the Company or any other person or entity tbr any loss, damage or claim incuned by reason of
any act or omission pertbmred or omitted by such Indemnified Party in good faith on behalf of
the Company and in a rnannel reasonably believed to be within the scope of the authority
cont'erred on such Indemni.fied Palty by this Agreement, by any other agreement entered into
between the Indemnified Palty and the Company, or otherwise, except that an Indemnified Party
shall be liable for any such loss, damage or claim incured by reason of such lndenurified Pafty's
gross negligence or willful misconduct. To the flrll extent permitted by applicable law, an
Indemnihed Party shall be entitled to indenrnification fi'om the Company fbl any [oss, damage or
claini incurred by such lrrdemnified Party by reason of any act or omission performed or omitted
by such lndernnifred Party in good faith on behalf of the Company and hr a manner reasorrably
believed to be within the scope of the authority confemed on such Indemnified Party by this
Agrcement, by any other agreement entered ,$o between the Indemnified Party and the
Company, or othsrwise, exccpt that no Indernriified Party shall be entitled to be indemnified in
respect of any loss, darnage or claim incumed by sucll Irrdemnified Party by reasorl of such
Indenrnified Party's gross negligence or willful misconducti provided, hgw*eye,r, that any
indenrnity under this Section 16 shall be provided out of and only to the extent of the Company's
assets, and the Members shall not lrave any perconal liability on account thereof.
17. Dissqlution and Winding-up of the Cornpany. 'l'he Company .shall be dissolved
rrpon the first to occur of (a) the written consent of the Members, or (b) the entry of a decree of
juclicial dissolution under the Act. The Members shall continue to share distlibutions and
allocations of profits and losses during the per:iod of liquidation. Any gain or loss realized by thc
Company upon the sale oI property shall be deemed recognized and allocated to the Members in
accordance with Section 1 l. IJpon a dissolution of the Company, the Managers shall take full
account of the Compauy's assets and liabilities and the assets shall be liquidated as pr'omptly as
is consistent with obtaining the fair malket value thercof and as shall be necessaly to timely
make the distributions below described, and the procecds therefi'orn, to the extent sufficient
thercfor, shall be applied arrd distributed in the following order:
(a) to the payment and discharge of the Company's debts and liabilities,
including establishment of any necessary contiugency reservesl
MtA 185788943v4 I I
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(b) to those Members rvho have made capital contribr"rtions to the Company in
propot'tion to the respective arnourrts of'thcir capital contribr.rtions, until the ar:rounts of tlreir
iespective capital coutritrutions have [:ecn returned pulsuant to this Section ] 7(b); and
(c) to thc Mer:rber:s in accorclernce r.vith theil Perccntage Inlerests.
18. Fiscal Year. The fiscal year of tire Cornpany fqr financial statement and U.S.
t'ederal iucome tax purposes shall, except as othcrwise requiled in accordance witlr the Internal
Revenue Code of 1986, as anended (the "Codc"), be December 31 of each year'.
19. Q.ompanv -I'ax Retums. The Managers shall oause to be prepared and timely filed
all tax retuflls required to be filecl (if any) for the Company, The Managers lnay, in their sole
discretion. make or refi'ain .&'om making any tax elections for the Cornpany that it deems
necessaly or advisable. The lvlanagers shalljointly be the "tax n)atters partner" arrd "partnership
reprcsentative" as such telms are defined under the Code.
20. Counterparts. This Agreement nray lre executed in several counterparts. each of
which shall be deerned att original, but all of which togethel shall constitute one and the same
instrument, binding upon all of the parties. ln pleadirig or proving any provision of tlris
Agreement, it shall not be nccessaty to 1>roduce rnt>rc thau one set of such cor.lntorparts. Delivery
of au executed countetpart ol: a signatLlre page to this Agreenrerrt by facsirnile shall be effective
as delivery of a nranualiy executed counterpaft of this Agreement.
21. Headings. The heaclings contained in this Agreenrent are for rcference plllposes
only and shall not in any way affect the rneaning or interpretntion of this Agreement.
22. Govelning Law. This Agreernent shall be governed by arrd construed in
accordance with the lau.s of the Statc of Delawaie without reltrcnce to the con{licts of law rules
thereof that rec;uire the application of the Laws of another juriscliction.
23- Jtrrisdiclion: Forum. The partics agree that the appropriate and exclnsive forumfor zury dispute between l]ry of the parties arising out of this Agreemeut shall be in any state or
federal court in Miarni, llorida, and the parties flirther agree tlrat the parties wil notiand willpermit their respective alfiliates to) bring suit with ,urpu"t to any disputes arising out of tSis
Agreenrent in any corut ol jurisdiction other than the above-specifiea courts.
24. Entire Aereemcnt. This Agreernent (together with any other cloctulents cleliverredor to [:e clelivered iu cotrnection lrcrcwith) constitules the entire agrecment of the parties witlttespect to the sub.iect matter lrereof and .supersedes all prior agreements, anangements,covellants, promises, coudiLions, undcrtakings, inducen'tents, represEntations, warranties anclnegotiatioils, expressed or implied, oral or wriften, behveen the parties, *iit, ru*f."t to thesubject rnatter hereof.
25 ' Assignment. The parties utay not assign this Agrcement and any such assigmlentshall be null and void.
12
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26. Parties in Interest. 'l"his Agreenrent shall be binding upon and inure solely to the
benefit of each party (including any successor to any party by operatiou of law, or by way of
merger, consoliclation or sale of alt or substantially all of its assets) and nothing in this
Agreemen! express or implied, is intended to or shall sonfer upon any other Person any right,
benefit or remedy of any nature whatsoever under or by reason of rhis Agreement.
lSi gnature P age Followsl
MIA 1E6708943v4
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IN WITNESS IVHEREOF, this Agreement has been
Members and Managers effective as of the date first written above.
made and executed bY the
Bullriclt
MANAGERS:
Signahn'e Page to Operating Agreen&nt of'venture.city Miami Accelerator, LLC
MtA 18678W13v4
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EXHII}IT B
IOINDER
TO
LIMITED LIABILITY COMPAI{Y AGREEMENT
OF
YENTURE.CITY MIAMI ACCEI,ERATOR, LLC
TNs JOINDER (this "Joi.UdeI"), dated L_J, is being executed aud delivered by I l, a
[ ], pursuant to that certain Limited Liability Company Agreement, dated as of Match I l,
2017,'1as amenclecl, modified, snpplemonted, restated or anrended and rcstated ti'orn tirne to time
the.,Ll,e--Agtss!1sn!"), VENTULE.CITY N4IAMI ACCELERA'I'OR, LLC, a Delaware timited
liability io*p*ry (the "Companv"). Capitalized terms used herein but not otlerwise defined
lretein shall have the meaning ascribed to suclt terms in the LLC Agreement.
Pursuant to, and in accordance with, Se--ction 9 of the LLC Agreement, the undersigned
heleby acknowledges that it has received and reviewed a complete copy of the LLC Agreernent
and agrees that upon execution of this Joinder, such Petson shall becorne a party to the LLC
Agreement and slrall be fully botrnd by, and subject to, all of the covenants, terms ancl conditions
of the LLC Agreenrent as though an original pal'ty thercto and shall be deeme4 and is hereby
admitted as, a Member fbr all pulposes thereof and entitled to all the rights incidental theteto.
The undersigned has camed this Joinder to be duly executed and delivered effective as of
the date first set forth above.
B
Name:
Title:
Soa\ttlJrt
n(5.
Agreed and Accepted:
VENTURE.CITY MIAMI ACCELERATOR, LLC
LJ
MIA 185788943v4
106
EXHIBIT.A
Name of Member Address of Membcr
Va.lpe of Initial
Canltal Contributlon
Percentage
Interest
Laura Gonzalez-Estdfani
365 Hampton Lane,
Key Biscayne, Florida
33149
$0 7A%
Ctam Btrllriclt
3569 N. BaylromCI Drive,
Miami, Florida
33133
$0 30o/o
MtAr8578$1tua
107
r
i-'
FLORIDA DEPARTME}.IT OF STATE
Division of Corporations
March 21, 2o17
csc
Qualification documenB for VENTURE.CITY MIAMI ACCELERATOR, LLC were filed
on March 20,2017, and assigned document number M'17000002313. Please refer to
this number whenever corresponding with this office.
Your limited liability company is authorized to transact business in Florida as of the file
date.
The certification you requested is enclosed.
To maintain "active' status with the Division of Corporations, an annual report must be
filed yearly between January 1st and May 1st beginning in the year following the file
date or effective date indicated above. lf the annual report is not filed by May 1st, a
$4@ late fee will be added.
A Federal Employer ldentification Number (FEl/ElN) will be required when this report is
filed. Apply today with the IRS online at:
https://sa.www4. i rs. gov/modieir/ind ividuaUindex.jsp
Please notrfy this office lf the limited liability company address changes, it is the
responsibllity of the corporation to notify this office.
Should you have any questions regarding this matter, please contact thls office at the
address given below.
Dionne M Scott
Regulatory Specialist ll
Registration Section
Division of Corporations Letter Number: 517400005298
Account number: 120000000195 Amount charged: 155.00
www.sunbiz.org
Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314108
nte 0f $orib
Brpurtmrnl nf Stutr
I certify the attached is a true and correct copy of the application by
VENTURE.CIW MIAMI ACCELERATOR, LLC, a Delaware limited liability
company, authorized to transact business within the state of Florida on
March 20, 2017, as shown by the records of this office.
The document number of this limited liability company is M17000002313.
Given under mv hand and the
Great Seal of thdState of Florida
at Tallahassee, the Capital, this the
Twenty-first day of Maich, 2017
cruEoz2, (1-11)
109
APPLICATTON BY FORE,IGN LIMTTED LIABILITY COMPANY FOR AUTHORIZATION TOTRANSA T BUSINESS
IN FLORIDA
tN CO64ILUI€E WrTH SFt:flOl,{ &)5.(m2, fi.AWe| SA7l.flES, TIE FAIlfrvlN; A WBMIUED Io RtIitrlBt A {'ORETGN UMIIFD LUNIITv
COMPANY TO TM /slCTBt{vNAS N THE $U'IE6 t-t ORfiD4:
I venture.city Miami Accelerator, LLC
ssinF|orida.Thcaltcrnatcnarnemustinclude..Limitcd
Liahility Company," "L.L.C," or "LLC'")
1 DELAWAIIII''mm; niiy
L$rnp{tr-Y is orgrrnizsd)
. UPON FILINC
3.
-----lfEf
numfer; if aPPlicable)
4.lLrnlc tlf$ IrfllSlGIGq OUSItrS lll rlttllg0n ll ltrru. re lssr.rrlG'
(Sci scctions 60t.090'l & 605.0905, F.S. to rlcicrmine pnaltl'
5, .**.---*
,6f,1lly,*3}.1:v ei.*vne, Florida 33 I 4e _
7. Nanre and stteet !d-d.tsl! of Florida registered agcnt (P'O' Box NOT aoccptablc)
CORPORATION SERVICE COMPANY
Name;
Office Addrcssl I2OI HAYS STREET
TALLAI{ASSBE , Florida 3230 I
(City)(Zip code)
accepl the obtlgotlons of my position as regislered agenl
agcnt's signaturc)Asst. Vice Presidenr
8. Ttre name, titlc or capacity and address of tlrc person(s) who bavlrave nulhority to m0nage is/arc:
LAURA GONZALEZ-ESTEFANI - 365 Hampton Lanen Key Biscayne, Florida 33149'Member
cLAttA BULLRICH - 3569 N. Bayhorned Dr., Miarni, Florida 33113 - Mcmber
)-l' ,r_o _t' r:1
- i->' ').). 7; fl-/-a f
t t'. ,, t.) \
,,|-',rf-" (} i-fli'' i 1: i3
t r-a t:
1_-,:-l qi
'.t.', r"-)_ t:\ r
Registercd r gen t's acccPtrnccl
Hovtng been named as registered egcar arrd to accept setvice of procex for the obove sluled lirnited tlubillly cbmpany ol lhe ploce
deigualed in lhh opplicoiion, t neioy accefl rhc ippointmeni it rcgktered ogenl ond ogree lo oct in this capaeity' I {urthet ogree
to complywilh the proelsio,rs of trll slalutes relaive ti rhe proper eni comptae performance o! my tlulia, and I amlaililiar with uttd
9. Atrached is a certilicate ofcxistence, no more than 90 days old, duly authenticatod by the oflicial having ctrstody ofrecords in thc.
jur.isdiction under the law of which it is organized. (lf tlrc cenificale ii in a foreign language, a translation of the c'ertificate under oath
of the n'anslator nrust be submitted)'" --,_Jrrr*t:l:*ffi
This documcht is executed in acoordonce with secrion 605.0203 ( l) (b), Florida.statutes. I am awarc that any false infomralion
subnritrcd in ' docurnenr d ii;;-il;;;;renrof state constitutcs n ihird d'"gre" tblony as provided for in s,817.155' F's'
110
Delaware Page 1
The First State
r, ;IEIEEREr fl. BAI.IACX, SECllEEerlr Og sDArE os rEE STA1Z Og
DETIIIWARE, N EEREEr C8Fgr,;W 'UEfrEF(tre-Crr! ttruel AccEr,8RArOR. LrEu
IS U'LY IIORMED UTDER r'IE I,INS OP IgE S,IAI]E Og DDI;A'ARE END TS Ifv
@OD SEAI@.T'NE TI{D EIS A .LECET EXTSTE1vqB gO I,BR AS TM RECORDS Og
['ErS OgEr@ SHOfl, AS Or tru TWENTISTf, tIAy OE laRcxl, A.D. 2077.
EilD T N EEREBT N'R:EEER CEa;r,TI/|r THAT TEE SAI,D NVE,IWT,RE.CITY
D]T:AIUTT ,lClctsTTRA:rclT, LIE'I MS TIORI@D ON TEE TEIwfr DAY Og II,IRCE, A.D.
2077.
AND T DO EEREB,f TUR:EEER CER:$W TBT TfrE AII}TLAI DA'rtS EAVE Arll8!'
E.9SE5sSD TO DATE.
'-J---rL,1 J
''r,1, * -r1
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2-: r.)!rt1\ J-:-7
6343373 8300
sR# 20171865972
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Authe nt icatio n: 2O2227 44O
Yor may verifo this certificate online at corp.delaware.gov/authver.shtml
Date:03-20-17
111
C
IHE IDSACEHTEN
ATTAAilIADTQl"LtrOI
ltFlA,f,nGnf,#wrm(F xnigrtrmrdafion
a
I
Laura Gonzalez- Est6fani
CEO
Venture City Miami Accelerator, LLC
365 Harnpton Ln, Key Biscayne
33149, Miami, FL
Monday, March 20,2017
Dear Laura:
Thank you so much for the time and effort you and your team have dedicated these last few weeks to
help us redefine the new academic pro$am for the Associate in Science-Business Entepreneurship at
Miami Dade College.
I am sure that by joining efforts with Venture City we are going to be able to offer our students great
practical content and real business experience. We were impressed by your experience and the quality
of your team and your compromise with the community.
We are highly motivated to start our next phaJe with your company so that the program can be
completely defined by the end of June.
The IDEA CENTER tO Mteml Dade College .3O0lilE 2.d Avetrue, Fifth Floor, illami, Florlda 33132 . wrw,tbcldeacenter.co'
Heacenter@mdc.cdu
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MIAMIBTACH
City of Miomi Beoch, I700 Convenlion Cenler Drive, Miomi Beoch, Florido 33139, www.miomibeochfl.gov
COMMITTEE MEMORANDUM
Finance and Citywide Projects
Jimmy L. Morales, City Manager
May 19,2017
DISCUSSION REGARDING THE
FISCAL YEAR 2017.2018 IN ACCORDANCE WITH CHAPTER 2, ARTICLE VI,
DIVISION 6, SECTION 2 .408, OF THE CITY CODE.
At its April 26,2017 meeting, the City Commission, pursuant to Agenda ltem C4-G, approved a
referral to the Finance and City-Wide Projects Committee (the "Committee") for a discussion on
whether or not to change the living wage hourly rate that certain contractors are required to pay
their employees pursuant to the above referenced ordinance.
The living wage rate may, by Resolution of the City Commission, be indexed annually for
inflation using the Consumer Price lndex for all Urban Consumers (CPI-U) for Miami/Ft.
Lauderdale, issued by the U.S. Department of Labor's Bureau of Labor Statistics. The City
Commission may also, by Resolution, elect not to index the living wage rate in any particular
year, if it determines it would not be fiscally sound to do so.
ln the current fiscal year, the minimum hourly rate paid to covered employees of applicable City
service contractors is $11.62 per hour, with health benefits of at least $1.69 per hour, or $13.31
per hour without health benefits. These rates were last indexed by the City Commission on
September 30, 2014 with an effective date of January 1, 2015. No increases were approved for
the following periods:
. January 1,2016- December31,2016. January 1,2017 - December 31 ,2017
As a point of information, the Broward County living wage rate is currently $13.59 without
healthcare benefits and $12.03 with healthcare benefits. The Miami-Dade living wage rate is
currently $15.52 without healthcare benefits and $12.63 with healthcare benefits.
ln considering the indexing of the living wage rate, one of the factors the Committee has
typically considered is the potential budget impact to the City resulting from any cost
adjustments that would need to be made to contracts as a result of a mandated increase to
contractor employees, plus any corresponding increase in the contractor's share of payroll taxes
that would be due because of the higher mandated rate.
The information below is presented to the Committee for its determination on whether or not to
recommend indexing the living wage rate effective January 1,2018.
TO:
FROM:
DATE:
SUBJECT:XING OF THE LIVING WAGE RATE FOR
115
2
Discussion Regarding lndexing the Living Wage Rate for Fiscal Year 2017-2018
Option 1 - lndexino Livinq Waqe Rate for the CPI lncrease from 10/01/2016 - 09/30/2017
Pursuant to the Ordinance, the living wage rate may be indexed annually for inflation, providing
that no annual index shall exceed three (3) percent or the corresponding annual compensation
increase provided to unrepresented (i.e., unclassified) City employees. lf the Committee desires
to recommend indexing the living wage rate based on the rate of change for the preceding fiscal
year (October 1, 2016 and September 30,2017), the rates would change as follows:
Current Rate CPllncrease
10/01/16-
09/30/1 7r
Rate lncrease
Based on CPI
lncrease
Adjusted Rate
Based on CPI
lncrease
$11,62/hr (waqe)
2.5Y0 $0.29 $11.91
$1,69/hr (health)$0.04 $1.73
Option 1 (indexing based on prior year CPI increase) would require contractors to pay their
employees a minimum of $11.91/hour, with health care benefits of not less than $1.73lhour.
Contractors not offering health benefits would be required to pay employees a minimum of
$13.64/hour. The potential budgetary impact of Option 1 is approximately $351 ,622.
Option 2 - Catch Up Option
The Ordinance allows for a catch-up option in the event that the City Commission has
determined, in any prior year(s) to not index the living wage rate, and thereafter determines that
making up all or any part of the prior years' unindexed percentage would not have an adverse
fiscal impact upon the City. ln this case, the City Commission may cumulatively index the living
wage rate to "make-up" for any deficiencies in the prior year(s) where no increase to the living
wage rate was approved. lf the Committee desires to recommend indexing the living wage rate
based on the rate of change for the period since the last increase (October 1,2014 and
September 30, 2017), the impacts are as follows:
Gurrent Rate CPllncrease
10t01114.
09/30/1 7r
Rate lncrease
Based on CP!
lncrease
Adjusted Rate
Based on CPI
lncrease
$11.62/hr (waqe)
5.620/o $0,65 $12.27
$1.69/hr (health)$0.1 0 $1.79
Option 2 ("catch-up" indexing based on aggregate CPI increase for all prior years where no
increase was approved) would require contractors to pay their employees a minimum of
$12.27lhour, with health care benefits of not less than $1.79/hour. Contractors not offering
health benefits would be required to pay employees a minimum of $14.06/hour. The potential
budgetary impact of Option 1 is approximately $799,140.
CONCLUSION
The City Administration is seeking guidance from the Finance and City-Wide Projects
Committee regarding whether or not to index the Living Wage rate. lf an increase is
recommended and approved by the City Commission, the new rates would take effect January
1, 201L
JLM,M#,,,
F:\PURC\$ALLf/fvff.fC WAGE\Living Wage Memos to FCWPCWemos to FCWPC on L\MFinance Citywide Projects Committee
Memo - Living Wage FY18 (3).docx
rFor the current FY, rate change is based on actuals October - February and forecasts for March - September
116
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117
g MIAMIBEACH
City of Miomi Beoch, I700 Convenlion Center Drive, Miomi Beoch, Florido 33I39, www.miomibeochfl.gov
TO:
FROM:
DATE:
SUBJECT:
Finance and Citywide Projects
Jimmy L. Morales, City Manager
May 19,2017
A REFERRAL OF THE CITY
FINANCE AND CITYWIDE PROJECTS
COMMITTEE MEMORANDUM
OF THE CITY OF MIAMI
BEACH, FLORIDA, TO CONSIDER CITY SPONSORSHIP OF THE
NATIONALLY, AND INTERNATIONALLY, TELEVISED 2017 WORLD
FOOWOLLEY CLASSIC, TO BE HELD IN THE CITY OF MIAM! BEACH
FROM JULY 27, 2017 THROUGH JULY 30, 2017 (THE ,'EVENT");
WAIVING SPECIAL EVENT PERMIT FEES FOR THE EVENT IN THE
AMOUNT NOT-TO-EXGEED $5,000; AND FURTHER PROVIDING
FUNDING IN THE AMOUNT NOT.TO.EXCEED $1O,OOO, TO OFFSET
ESTIMATED INFRASTRUCTURE COSTS INCLUDING THE RENTAL OF A
l2OO.PERSON CAPACITY BEACH STADIUM, FENCING, AND ALL CITY
STAFFING FEES INCLUDING POLICE DETA!L.
ADMINISTRATION RECOMMENDATION
The Administration is seeking direction from the Committee.
ANALYSIS
Footvolley is a growing international sport, created in Brazil, combining soccer and beach
volleyball. The Pro Foofuolley Tour, a for-profit operation, will host the 2017 South Beach
Open in Lummus Park between 7 and g Street July 27 through 30,2017. Other locations on t
the 2017 Pro Footvolley Tour include Hollpuood Beach, FL; the Wildwoods, NJ; Cartagena,
Colombia; San Juan, Puerto Rico; Cayman lslands; and China. The event on Miami Beach
will feature team USA versus Spain, Brazil, and Argentina. Sergio Menezes, the President of
the Pro Footvolley Tour, is a University of Miami graduate, a long-time Miami Beach resident,
competed for team USA in Rio de Janeiro 2016 and was featured on NBC Sports in
primetime.
For the 2017 Miami Beach event, the producer is requesting a waiver of relevant special
event application, permit, square footage and Lummus Park user fees, assumed by to be
under $5000. The Administration can provide more specific estimates once the producer
provided detailed schedule and site plan requirements. The City Manager is authorized to
waive special event application, permit and vehicle access pass fees for not-for-profit
applicants seeking such waivers. The City Commission can waive additional event special
118
Art Deco Weekend -2018 Sponsorship
City Commission Meeting
May 17,2017
Page2 of 2
event fees, including square footage fee, user fee and police and fire administrative fees.
The Commission has previously waived all event fees for for-profit applicants, like Pro
Footvolley Tour, including recently for the Air and Sea Show, Major League Baseball's All Star
Game Fan Fest and the Miami Beach Bowl. ln addition to event fee waivers, the producer is
requesting the City provide a $10,000 sponsorship to the event, to assistwith costs that
cannot be waived.
Special events taking place in Miami Beach which seek funding typically apply through the
Miami Beach Visitor and Convention Authority ("MBVCA"), a public-private entity that offers
reimbursable grants from resort tax collection. The approval and value of these grants is
based on target criteria the event must demonstrate, including Miami Beach hotel room nights
and media impressions. The minimum number of Miami Beach hotel room nights for MBVCA
grant consideration is 350, unless the event occurs in North Beach, where the minimum
requirement is 75 Miami Beach hotel room nights. This event came together quickly, taking
advantage of the recent announcement of the El Classico soccer match, a major soccer
exhibition featuring Real Madrid versus Barcelona, taking place at Hard Rock Stadium on July
29,2017, during the dates of the Footvolley Tour. The Footvolley Tour producer is eager to
take advantage of the media attention and fan attendance coming to South Florida forthe El
Classico soccer match, hoping it will bring more attention to the Footvolley Tour. As a result
of the timing of the recent announcement about El Classico, the Footvolley Tourwas unable
to apply for an MBVCA grant, as the deadline for grant approval in this period had elapsed.
The event producer estimates the Footvolley Tour wi!! bring approximately 150 hotel room
nights to the City of Miami Beach.
CONCLUSION
The Administration is seeking direction from the Committee. The administration also
recommends that the Committee consider the development of guidelines for these types of
waivers.
,fr
JLM\K6B\ES\GW
T:\AGENDA\201 7\5 - May\TCED\Footvolley FCWP memo.doc
119
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MIAMI BEACH
City of Miomi Beoch, ,l700 Convention Center Drive, Miomi Beoch, Florido 33,I39, www.miomibeochfl.gov
COMMITTEE MEMORANDUM
TO: Members of the Finance and Projects
FROM: Jimmy L. Morales, City Manager
DATE: May 19,2017
SUBJECT: DTSCUSS CONTRIBUTING
SKATEPARK/PUMPTRACK
DS TO A REGIONAL HYBRIDTIVE AT HAULOVER IN
CONJUNCTION WITH SUNNY ISLES BEACH, TOWN OF SURFSIDE,
AND POSSIBLY BAL HARBOUR AND BAY HARBOR ISLANDS.
BACKGROUND
On April 14,2017, the Town of Surfside reached out to the City of Miami Beach in regards to
Miami Dade County's (the "County") regional hybrid skate parld pump track initiative. The
County has received a proposal (Exhibit A) from Velosolutions, a company that designs and
constructs the infrastructure for pump tracks, to design, engineer and construct a hybrid skate
park in Haulover Park.
Since receiving the proposal, the County has engaged its districts for financial support to back
the initiative. At the time of this memo, the City of Sunny lsles Beach and the Town of Surfside
plans to contribute $150,000 and $50,000, respectively, towards this initiative. Bal Harbour and
Bay Harbor lslands have also been engaged.
On April 26, 2017, Commission moved this item as a dual referral to both the Finance and
Citywide Projects Committee and the Neighborhood and Community Affairs Committee.
Administration requests a discussion and possible direction on this item.
Attachment
ExhibitA-Formal Qu te from Velosolutions
JLM/EC/J
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MIAMIBEACH
City of Miomi Beqch, 1700 Convenlion Center Drive, Miomi Beoch, Florido 33139, www.miomibeochfl.gov
COMMITTEE MEMORANDUM
To: Finance and Citywide Projects ttee
FROM:
DATE:
SUBJECT:
AND FUNDING OF THE BAYWALK BEHIND THE SOUTH BAY CLUB
BACKGROUND
At the City Commission meeting on April 26,2017, the Mayor and City Commission referred a
discussion to the Neighborhood / Community Affairs Committee and the Finance and Citywide
Projects Committee regarding the Bayrualk, as well as the opening, building and funding of the
baywalk behind the South Bay Club.
ANALYSIS
The Bayrvalk is a system of public pedestrian pathways along the Biscayne Bay shoreline
designed to promote alternative transportation. Once completed, it will provide a continuous
path running north/south on the rear of the properties along West Avenue from Sth Street to
Lincoln Road, linking residential and commercial areas, public street-end parks, and other
existing pedestrian and bicycle facilities such as the beachwalk. The Baywalk system is part of
the larger Atlantic Greenway Network Master Plan, as well as a component of the Blueways
Master Plan and the Bicycle Pedestrian Master Plan.
Attachment A is a map showing the current status of the Bayrualk. At this time, the following
portions of the Baywalk have been completed through grant-funded projects, as part of public
construction project, or by the upland properties in accordance with a land use board order:
o Bentley Bay Condominium (520 - 540 West Avenue; DRB File 9802)
An upland baywalk has been constructed and is publicly accessible, connecting to The
Floridian baywalk to its north.
. The Floridian Condominium (650 West Avenue; DRB File SSIT)
An upland baywalk has been constructed and is publicly accessible, connecting to the
Bentley Bay baywalk to its south and ending at the northern property line where it meets
the South Bay Club Condominium.
. Southgate Tower Apartments (900 West Avenue; DRB File 22718)
An upland baywalk has been constructed, but has not been made publicly accessible by
the property owner at this time. This is due, primarily, to a condition in the Final Order for
DRB 22718 that does not require public access until an accessible bayralk at the South
Bay Club property to the south has been connected and is operational. At the April 26
City Commission meeting, the property advised they will not allow public access to the
Jimmy L. Morales, City Manager
May 19,2017
130
baywalk until the South Bay Club baywalk is completed. Consequently, the City
Commission denied the property's request for $195,000 as reimbursement for the fence
associated with the bayrualk.
West Terminus of 1Oth Street
An upland baywalk has been constructed using Florida lnland Naviation District grant
funding and is publicly accessible. However, it does not currently connect to the property
to its north. There is a physical connection to the property to the south (Southgate
Towers), but the owner of this property has not made the connection accessible.
The Waverly Condominium (1330 West Avenue; DRB File 9024)
An-upland baywalk has been constructed and is publicly accessible, connecting to the
14"'Street street-end baywalk to its north.
West Terminus of 14th Street
An upland baywalk and street-end park have been constructed and are publicly
accessible, connecting to The Waverly and The Flamingo baywalks to its north and
south.
o The Flamingo Condominiums (1500 Bay Road; DRB File 9191)
An-upland baywalk has been constructed and is publicly accessible, connecting to the
14th Street and Mae Capri baywalks to its north and south.
o Mae Capri Condominium (144516th Street and 1491 Lincoln Terrace; DRB File 17716)
An upland baywalk has been constructed and is publicly accessible, connecting to The
Flamingo baywalk to its south and ending at the northern property line where it meets
the Lincoln Bay Towers Condominium.
The following segments have not yet been constructed, but are required to be constructed in
accordance with a land use board order:
South Bay Club Condominium (800 West Avenue; DRB File 22960)
Pursuant to the Final Orderfor DRB 22960, the owner of the property has entered into
an agreement to permit the design, permitting, construction and public access for a
baywalk. The City is required to perform and subsidize the cost for its design, permitting
and construction. Staff has evaluated the feasibility of a baynralk in this location and has
concluded that it must be constructed ovenrater, which will require permits from the
Florida Department of Environmental Protection (FDEP) and the U.S. Army Corps of
Engineers. Design, permitting and construction are estimated to cost $3.34 million. Staff
has submitted a FY2017118 capital budget funding request for 9240,000 to cover the
design and permitting. Construction is estimated to cost $2.8 million and will be
requested in FY2020121 or sooner, depending on how quickly the City can obtain
permits for the overwater design.
Mondrian Hotel/Mirador Condominiums (1000-1200 West Avenue; DRB File 20181)
Pursuant to the Final Order for DRB 20181, an overwater public baywalk has been
proferred, designed and made part of the permit plans for the Mondian Hotel project. As
a condition of this approval, the applicant posted $800,000 in escrowed funds to be held
by a third party pursuant to an escrow agreement, in order to ensure the construction of
the bayrvalk. As a condition of the March 6, 2012, DRB modification, $350,000 of the
131
$800,000 in escrowed funds was released, leaving $450,000 remaining in escrowed
funds. According to the property's last update, they have submitted an FDEP permit
application and a City building permit application. However, copies of these applications
have not been provided to staff.
. Monad Terrace (1300 West Avenue; DRB File 23249)
Pursuant to the Final Order for DRB 23249, the developer of the Monad Terrace
property has voluntarily offered to design, permit, and construct a baywalk, connecting to
The Waverly to its north.
The following segments have not yet been completed and do not have a land use board order
requirement for their construction:
. Bayview Terrace Condominium (1228 West Avenue; PB File 1879)
The property owner has granted riparian rights for a future baywalk. Staff has evaluated
the feasibility of a bayralk in this location and has concluded that it must be constructed
overwater. Design, permitting and construction for this segment are estimated to cost $1
million, which is currently unfunded.
. Bay Garden Manor Condominium (1250 West Avenue)
Staff has evaluated the feasibility of a bayualk in this location and has concluded that
approximately 100 linear feet can be constructed on land, with the remaining portion to
be constructed overwater. Design, permitting and construction for this segment are
estimated to cost $1 million, which is currently unfunded.
o Lincoln Bay Towers Condominium (1450 Lincoln Road; DRB File 23218)
The property owner has granted riparian rights for a future baywalk. Staff has evaluated
the feasibility of a baynrvalk in this location and has concluded that it must be constructed
ovenuater. A preliminary design that includes this segment and the Lincoln Road
segment was included the Design Criteria Package for the West Avenue Phase ll
project. Both segments will be designed, permitted and constructed as part of this
project and were quoted at $1.77 by the awarded Design-Build Firm.
. West Terminus of Lincoln Road
An ovenrater baywalk will be designed, permitted and constructed with the Lincoln Bay
Towers Condominium as part of the West Avenue Phase ll project.
The cost estimates for the South Bay Club and unfunded gaps in the baywalk are attached
(Attachment B). To supplement capital funds, the City submitted a Transportation Alternative
Program grant application to the Florida Department of Transportation to fill existing gaps in the
Baywalk system. lf awarded, the City will receive $1 million in construction funds during
FY2022t23.
CONCLUSION
The following is presented to the members of the Finance and Citywide Projects Committee for
discussion.
Attachments: A - Bayrvalk Status Map
B - Baywalk Cost Estimates
132
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Baywalk Properties Status
Lincoln Bay Towers/
Lincoln Road*
1450 Lincoln
225 Feel
CAPRI
1445 16th Sr
485 Feet
Flamingo
1504 Bay Rd
1410 Feet
14th st
85 Feet
The Waverly
1330 WestAve
270 FeelMonad Terrace
1300 WestAve
160 Feet
Bayview Terrace*
1228 WestAve
130 FeetBay Garden Manor
1250 WestAve
210 Feet
Mondrian
1100 WestAve
310 FeetMirador
1200 WestAve
270 Feel
Mirador
1000 WestAve
355 Feet Southgate Towers
910 WestAve
650 Feet
Not publicly accessible
until SBC completeSouth Bay Club
800 WestAve
425 Feel
Provided full right for
the city to construct
The Floridian
650 WestAve
470 Feet
Bently Bay
540 WestAve
615 Feet
r Built
I Required
Not Required * = Riparian Rights Granted
N+0
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1,940 Feet
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MIAMIBEACH
City of Miqmi Beoch, 'l700 Convention Cenler Drive, Miomi Beoch, Florido 331 39, www.miomibeochfl.gov
COMMITTEE MEMORANDUM
Members of the Finance & City Projects
Jimmy L. Morales, City Manager
DATE: May 19,2017
SUBJECT: MID-YEAR REQUEST FOR
AND DISCUSSION REGARDING PATTERNSTREAM SOFTWARE FOR THE OFFICE
OF BUDGET AND PERFORMANCE IMPROVEMENT
At the April 26th, 2017 Commission Meeting, the request for two new positions in the Finance
Department and the Pattern Stream software purchase were referred to the Finance & City Wide
Projects Committee.
Two New Positions in the Finance Department
Based on staffing recommendations from the BDO review of internal controls, two new positions
have been created and filled in the Finance Department. A FinancialAnalyst ll position was added to
provide more timely reconciliation of daily disbursements (checks, wire transfers, and ACH
transactions), more proactive oversight for treasury transactions, and provide for stronger
segregation of duties. A Financial Analyst I position was also added to improve the timeliness of the
monthly bank reconciliation process by facilitating necessary research and communication
throughout the department. There is no fiscal impact in the department's FY 2017 budget due to
offsetting salary savings from vacancies and these two positions will be included in the FY 2018
Current Service Level budget.
PatternStream Software for the Office of Budqet and Performance Improvement
As part of the Munis transition, the PatternStream software by Finite Matters, LTD was identified as
a possible publishing software for the City's financial and policy documents such as the CAFR and
the Operating/Capital budget books. This software was not purchased as part of the initial
implementation.
The impact of this exclusion has resulted in a series of difficulties in putting together the budget
documents for FY2016117, which most significantly impacted the development of the Capital budget
book which depended on a report from Eden that no longer exists in Munis. Looking forward, OBPI
has researched ways in which we could develop the Operating and Capital budget books directly
from the systems currently in place. Our research has indicated that most cities use a publishing
software for their budget books as this offers flexibility in creating the documents from multiple
sources such as their financial systems, MS Excel, Word, and other miscellaneous resources as well
as providing a more professionalfinish.
This request is coming at this time because OBPI now has a clearer understanding of the capacity of
the new financial system and how it provides information through various reports. The set-up
process for the budget documents will begin soon in order to meet the printing deadlines of mid-
August for the FY2017118 operating and capital budgets. This process is typically a manual
TO:
FROM:
POSITIONS IN THE FINANGE DEPARTMENT
136
FY17 * Operating Budget Amendment Refenalfor Two Finance Posrtions and PatternStream
Page 2
consolidation of MS Word and MS Excel documents and financial/performance data from various
sources. Through implementation of this software, OBPI would create templates that feed data from
multiple sources into the publishing software and help eliminate the manual consolidation of both the
operating and capital budget books. lmplementation of PatternStream is expected to cost $100,000
of which $84,000 are one-time set up and training costs. This software could also help publish books
such as the Environmental Scan and Performance reports and could potentially be used by other
departments in the future.
JLM/CGRw
137
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138
g MIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139,
www.miamibeachfl.gov
FINANCE AND CITYWIDE PROJECTS
COMMITTEE MEMORANDUM
TO: Finance and Citywide Projects
FROM: Jimmy L. Morales, City Manager
DATE: May 19,2017
SUBJECT: A REFERRAL OF THE CITY OF THE CITYOF MIAMI
BEACH, FLORIDA, TO CONSIDER CREATING A MIAMI BEAGH
FILM INCENTIVE PROGRAM, DEFINING REQUIREMENTS, AND
IDENTIFYING FUNDING SOURCES, TOWARDS ENCOURAGING
FILM PRODUCTION ACTIVIW TO TAKE PLACE IN THE CITY OF
MIAMI BEACH.
ADMINISTRATION RECOMMENDATION
The Administration is seeking direction from the Committee.
ANALYSIS
At the February 8, 2017 meeting of the Commission of the City of Miami Beach, the
Administration was asked to give an overview of the state of the film and print industry in
Miami Beach. As was reported, Miami Beach has historically been a hot spot for film and
print production for the better part of five decades, hosting major celebrities and box office
and ratings sensations, including MiamiVice, Bum Notice, Magic City, Bird Cage, Bad Boys 1
& 2, lron Man 3 and the recent Oscar winner Moonlight However, the lack of additional
funding and ultimate sunset of the State of Florida's Film and Entertainment lncentive
Program in July, 2016 has seen a decline of 44o/o in dollars spent and 36% in hotel room
nights used in Miami Beach alone. Additionally, City of Miami Beach film and print guidelines
have simultaneously become more restrictive and burdensome for production teams to
navigate. The Commission tasked the Administration with looking into ways to bring back film
and print production and promote the City of Miami Beach as a film friendly destination. The
Administration met with leading local production industry figures, the City's Production
lndustry Council, and reviewed guidelines processes and local incentive options provided by
other communities to evaluate our internal processes, looked at key challenges towards
improving the process and the City's image and developed options for presentation thatwould
potentially bring more production work to Miami Beach in ways that would be beneficial to
both the City and the industry.
139
Film lncentive Program Discussion
Finance and Citywide Projects Committee
May 19,2017
Page 2 of 3
At the April 26, 2017 meeting of the City Commission of the City of Miami Beach,
consideration for a stand-alone Miami Beach Film lncentive Program, along with suggested
amendments to current film and print guidelines, were presented by the Administration as a
means to entice scripted film and television productions to film in Miami Beach and to support
the current industry working locally. The Commission referred discussion of the potential
incentive program to the Finance and Citywide Projects Committee, and unanimously
supported the suggested amendments to the guidelines which are addressed in a separate
resolution.
ln evaluating the creation of such a potentialfilm incentive program, identifying sufficient and
reliable long-term funding is, naturally, the most important part of the program, to ensure it is
a successfultooltowards bringing film and television production the Miami Beach. Sources
for similar municipal funding have included genera! fund, resort tax collection, and, in other
states, sales and corporate taxes. Typical municipal incentive programs award a set amount,
similar to a grant, as opposed to percentage of spend, as larger state programs typically do,
because of the complication of auditing the work. Comparable municipal programs in the
State of Florida feature awards ranging from $25,000 to $250,000. The mode value for
similar programs appears to be $100,000 per production. While this value may not be
sufficient to attract major film or television work that may have budgets over $5 million, this
would be sufficient to attract modest films and loca! work, along the lines of "Moonlight," as
well as television pilots. !n addition, when coupled with potential incentive programs in Miami-
Dade County and, hopefully the State of Florida in the future, this award value would be
attractive towards bringing these productions to the City.
The Administration believes amassing a consistent annual fund of $500,000 from a multitude
of funding sources including grants and municipalsubsidies plus some portion of Cityfunding,
will successfully launch and sustain this program. The Administration has suggests an
enhancement of $100,000 for consideration in the Fiscal Year 20171 2018 budget
development process to launch a fund for this program's use. ldentifying and soliciting
additiona! funding partners to support this program will be critical over the next twelve to
eighteen months. Potential funding partners may include Miami Beach Visitor and
Convention Authority ("MBVCA"), the Greater Miami Convention and Visitor Bureau, the
Miami Beach Chamber of Commerce, grant support (Knight Foundation, etc.), and potential
investment from local Business lmprovement Districts and local businesses who would
benefit from added productions in Miami Beach.
ln evaluating the potential desired outcomes of a film incentive program, the Administration
identified four target areas, as follows.
1. Off-peak utilization - there is a desire to encourage film and television production
activity to occur during periods when the City is less saturated with tourism and
special events. The ideal window identified would be May through November, with
the exception of key periods within that window, such as Memorial Day Weekend.
The benefits of hosting productions during this period are limiting traffic and parking
impacts; utilizing Miami Beach hotels when availability, rate and major event spikes
are more amendable; and availability of production support and crew base that are
typically busier in season.
140
Film lncentive Program Discussion
Finance and Citywide Projects Committee
May 19,2017
Page 3 of 3
2. Miami Beach hotel utilization - many programs, including the MBVCA film grant,
are tied to minimum thresholds of room nights within the community. While this
certainly makes sense as a direct economic return, it can also be restrictive,
particularly in season, when rates may be inflated or rooms unavailable during
major events, such as Art Basel Miami Beach, South Beach Wine and Food
Festival, or Winter Music Conference.3. Miami Beach branding - there is long-term marketing value in program titles that
feature key Miami Beach terms, such as Miami Beach, South Beach, Ocean Drive,
etc. An enticement to title productions with our identifiers, as well as properly
identify Miami Beach locations within filmed uses, instead of the ubiquitous "Miami"
location graphic, has potentially immeasurable value.4. Localjob creation - many programs, including the now-defunct Florida Film and
Entertainment lncentive Program, tied the return of the award to localhires. Miami-
Dade County is looking to the same targets for their potential film incentive
program. The challenge for Miami Beach, however, is that most cast and crew on
scripted film and television production shot in the area does not live in Miami
Beach.
Once funding is identified and desired outcomes for a potential film incentive program are
established, the final requirement of the program is determining how to award applying
projects. Some programs operate on a first come, first serve basis. Others score the projects
based on desired outcome criteria of their application and script. Another tactic is to
assemble an independent review board to consider all applicants within a period and to award
amounts based on board vote. lt would be idealto award incentive grants more than once a
year, as the best productions may not be ready to apply during a singular application cycle.
Lead time between application and reward is also a factor, as too time much can hold money
up that other projects may better use and too little time may render the program unusable.
CONCLUSION
The Administration is seeking direction from the Committee to pursue suggested avenues of
funding for the incentive fund; as well as to finalize the criteria for eligibility and award
selection.
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