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Agenda 11/12/2021 Item # 3A (Contract #21-7898 Collier County Sports Complex Management)11/12/2021 EXECUTIVE SUMMARY Recommendation to approve the award of Invitation to Negotiation ("ITN") # 21-7898, "Collier County Sports Complex Management," to Sports Facilities Management LLC, and authorize the Chair to sign the attached agreement. OBJECTIVE: To obtain the services of a contractor for the management, operation, advertising services, and marketing of the Paradise Coast Sports Complex. CONSIDERATIONS: The Board's vision and mission is to bring the residents, tourists, and general southwest Florida public a world class multi -purpose sporting event and entertainment complex to be used by all ages and types of users, including participants and spectators. On May 25, 2021, (Agenda Item #16F3) the Board authorized the termination of the sports management agreement with the current operator of the Paradise Coast Sports Complex, and directed staff to seek proposals for the management, operation, advertising, and marketing of the 180-acre multi -purpose sports event and entertainment complex. On June 3, 2021, the Procurement Services Division issued a notice for ITN # 21-7898, "Collier County Sports Complex Management." The County received seven proposals by the July 20, 2021, submission deadline. Staff reviewed the proposals submitted, and found six proposals to be responsive and responsible. Staff deemed Base Sports Group LLC non -responsive and non -responsible for not submitting a response to the criteria requested in the solicitation. A selection committee met on August 25, 2021. The evaluation criteria solicited the proposers qualifications, facility management and marketing experience, work experience, vendor recommendations, legal and contract challenges, and price proposals. After review of the proposals and deliberating, the committee recommended negotiating with the following top three ranked vendors. Proposers Total Scores (max 500) Final Ranking Sports Facilities Management LLC 445 1 Vieste LLC 370 2 Sports Force Parks Naples LLC 345 3 Staff negotiated with all three firms, and at the Board's regular October 26, 2021 meeting, it heard presentations from all three firms. Following presentations, the Board voted unanimously to confirm staff s ranking of the vendors and recommended that a final contract be negotiated with the top -ranked firm, Sports Facilities Management, LLC ("Sports Facilities"). As part of the Board's recommendation, it was suggested that staff adjust the even revenue split that comprises the vendor's compensation more in favor of the County. Staff has reached agreement on the following sliding revenue share with Sports Facilities: Net Operating Income County Contractor $0 - $1,000,000 50% 50% $1,000,001 - $2,000,000 60% 40% > $2,000,000 80% 20% The attached proposed contract continues to include no upfront management fees or billing for corporate services. The contract is based on a fixed budget and will be reconciled monthly to account for revenues and fixed expenses. Staff believes this approach will lead to the greatest capture of revenue for the Packet Pg. 3 11/12/2021 Paradise Coast Sports and Special Events Complex to help offset the cost of operating the facility, while giving Sports Facilities an incentive to deliver a superior product for the County's visitors and residents alike. The Paradise Coast Sports Complex has a current operating manual that governs procedures at the park such as opening hours, facility use agreements, subcontracts, employee procedures, etc. Following approval of this agreement, Sports Facilities Management will incorporate its own business practices into the County's existing approved operating manual and the parties will communicate and agree upon the need for any revisions to the existing procedures. This updated manual will be placed on the Board's December 14, 2021, agenda. The attached Agreement with Sports Facilities Management, LLC will be effective November 9, 2021, and provides for an initial five-year term, with one additional five-year renewal option. FISCAL IMPACT: Funding for this Agreement is available annually in Amateur Sports Complex Fund (759). In FY 22, Fund 759 includes a transfer of $473,300 from the TDC Promotion Fund (184) and a transfer of $3,029,100 from the General Fund (001). The net cost of this contract to the County is anticipated to be $21,751 in FY 22. Budgeting for this contract will be subject to an annual review and based upon actual costs of the previous year, completed in conjunction with the County's annual budget process. The annual budget of the complex is split into two fee schedules, Estimated Revenue, and Fixed Expenses. Revenue will be managed, collected, recorded, reported, and retained by Sports Facilities within the Project. Business income is considered unrestricted funds and will be used for program cash flow or allowable program costs as detailed in the budget. On a monthly basis, Sports Facilities will calculate the revenue, and use this calculation to offset the Facilities fixed costs to the County. The Fixed Expenses are not -to -exceed, without justification and approval, and shall be reimbursed by the County to Sports Facilities monthly upon the provision of a valid invoice and submittal of monthly deliverables report. Tax-exempt Tourist Development Tax Bonds in the net amount of $66.2 million inclusive of the bond premium were issued in October 2018 to finance component phases of the Paradise Sports Complex. Previously in April 2018, a $12 million in tax-exempt commercial paper was drawn to acquire the 60-acre City Gate site. Under Internal Revenue Service tax rules, the tax-exempt status of Bonds can be jeopardized if there is "private use" of more than 10% of the facility AND the private party and/or the facility provides revenues/funds, directly or indirectly, that exceed 10% of the aggregate debt service on the Bonds. Under the tax rules, if the facility is to be managed by a private entity such management constitutes "private use" of the entire facility (in excess of 10%) unless the management contract is a "qualified management contract" under a revenue procedure issued by the Treasury Department. Under that revenue procedure, the compensation under such management contract cannot be based on a percentage of net revenues or net profits. If the management contract fails to meet the requirements of the revenue procedure, then the private use test under the rules failed. If the County fails the private use test, it must then see if it also fails the private payment test. If the private entity and/or the facility provides revenues/funds that total more than 10% of the aggregate debt service on the Bonds, the private payment test is also failed, and the Bond's tax-exempt status could be challenged. In determining whether the facility's revenues exceed 10% of the debt service, the key revenue item is the net revenues generated from the facility-i.e., you can deduct operating and maintenance costs from gross revenues before you make the determination. To the extent the facility Packet Pg. 4 11/12/2021 loses money in any given year, net revenues for those years are considered $0. Each year's net revenues are present valued back to the date of issuance of the Bonds at the bond yield. All private use is considered in the calculations, so if the facility also has other private use and revenues (i.e., naming rights, leases to private entities), those are also counted. If at any point staff in conjunction with bond counsel and our financial advisors, believes that this agreement is likely to fail both tests in the somewhat foreseeable future, either the terms of the management contract will be renegotiated to make it a "qualified management contract" under the rules, or the County will take anticipatory remedial action under the tax rules, by refunding the tax-exempt debt with taxable debt. Staff has estimated that during the five-year management contract term as recommended, the County will not fail the tax-exempt IRS provisions outlined above. This is due primarily to the regular annual direct facility maintenance contributions from the General Fund. However, out of an abundance of caution, staff will plan over the next year to advance refund the tax-exempt debt with taxable debt at the appropriate time based upon market conditions. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT GROWTH MANAGEMENT IMPACT: There is no Growth Management impact associated with this Executive Summary. RECOMMENDATION: Recommendation to award Invitation to Negotiation # 21-7898, "Collier County Sports Complex Management," to Sports Facilities Management LLC and authorize the Chair to sign the attached Agreement. Prepared by: Jennifer Reynolds, Financial and Operational Support Manager ATTACHMENT(S) 1. Collier County Facility Management Agreement Revised 111021 revd 1630 (PDF) 2. Insurance Certificate (PDF) 3. [Linked] 21-7898 Sports Facilities Advisory Proposal (PDF) 4.21-7898 Solicitation (PDF) 5.21-7898 Final Ranking (PDF) 6.21-7898 NORA.docx (PDF) 7. [Linked] SFPN Operations Manual 9.27.2021 for CC (PDF) Packet Pg. 5 3.1 11/12/2021 COLLIER COUNTY Board of County Commissioners Item Number: 3.1 Doe ID: 20613 Item Summary: Recommendation to approve the award of Invitation to Negotiation # 21-7898 , "Collier County Sports Complex Management," to Sports Facilities Management LLC and authorize the Chair to sign the attached agreement (Sean Callahan, Deputy County Manager). Meeting Date: 11/12/2021 Prepared by: Title: Sr. Operations Analyst — County Manager's Office Name: Geoffrey Willig 11/11/2021 3:20 PM Submitted by: Title: Division Director - Corp Fin & Mgmt Svc — County Manager's Office Name: Mark Isackson 11/11/2021 3:20 PM Approved By: Review: Procurement Services Geoffrey Willig County Attorney's Office Geoffrey Willig Growth Management Operations Support Office of Management and Budget Geoffrey Willig County Attorney's Office Geoffrey Willig County Manager's Office Geoffrey Willig Board of County Commissioners Geoffrey Willig Level 1 Purchasing Gatekeeper Level 2 Attorney Review Geoffrey Willig Level 3 OMB Gatekeeper Review Level 3 County Attorney's Office Review Level 4 County Manager Review Meeting Pending Skipped 11/10/2021 9:48 AM Skipped 11/11/2021 3:20 PM Additional Reviewer Skipped Skipped 11/10/2021 9:48 AM Skipped 11/11/2021 3:20 PM Completed 11/11/2021 3:21 PM 11/12/2021 11:00 AM Packet Pg. 6 3.1.a FACILITIES MANAGEMENT AGREEMENT between COLLIER COUNTY and SPORTS FACILITIES MANAGEMENT, LLC Dated: November 12, 2021 Packet Pg. 7 3.1.a FACILITIES MANAGEMENT AGREEMENT THIS FACILITIES MANAGEMENT AGREEMENT (the "Agreement") is made and entered into this day of , 2021 (the "Effective Date"), by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (referred to herein collectively as the "Owner" or "County") and Sports Facilities Management, LLC, a Florida limited liability company (the "Manager" or "Contractor") (collectively the "Parties"). RECITALS WHEREAS, Owner owns the infrastructure, buildings, parking, lighting, sports playing surfaces, sports equipment, and all other hard assets associated with the athletic complex as the same exist now or may exist in the future including improvements related thereto specifically located at 3940 City Gate Blvd North, Naples, Florida 34117, known as the Paradise Coast Sports Complex or any other name that this facility may be identified as in the future (the "Facility"); WHEREAS, Manager has expertise in providing management services for athletic complex facilities throughout the United States; WHEREAS, Owner and Manager desire for Sports Facilities Management, LLC to operate, and manage the Facility subject to the terms and conditions set forth herein; NOW THEREFORE, in consideration of the promises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, Owner and Manager agree as follows: ARTICLE 1 DEFINITIONS 1.1. Definitions. For purposes of this Agreement, the following terms have the meanings referred to in this Section: Affiliate: A person or company that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified person or company. Agreement: The "Agreement" shall mean this Management Agreement, together with all exhibits attached hereto (each of which are incorporated herein as an integral part of this Agreement), as amended, supplemented or restated from time to time. Capital Expenditures: All expenditures for building additions, alterations, repairs or improvements and for purchases of additional or replacement furniture, machinery, or equipment, where the cost of such expenditure is greater than Five Thousand Dollars ($5,000) and the depreciable life of the applicable item is, according to generally accepted accounting principles, in excess of five (5) years. Commencement Date: The Commencement Date shall be November 9, 2021. Commercial Rights: Pouring rights, advertising, sponsorships, the branding of food and beverage products for resale and memorial gifts at or with respect to the Facilities. Owner and Manager will discuss how ITN #21-7898 Packet Pg. 8 3.1.a facility naming rights can be incorporated within the definition of Commercial Rights and in the definition of Revenue in this Article and bring a proposed Amendment to this Agreement for the Collier County Board of County Commissioner's consideration for approval within ninety (90) days of the Execution of this Agreement. Effective Date: "Effective Date" shall have the meaning ascribed to such term in the preamble of this Agreement. Emergency Repair: The repair of a condition which, if not performed immediately, creates an imminent danger to persons or property and/or an unsafe condition at the Facility threatening persons or property. Event of Force Majeure: An act of God, fire, earthquake, hurricane, flood, riot, civil commotion, terrorist act, terrorist threat, storm, washout, wind, lightning, landslide, explosion, epidemic, inability to obtain materials or supplies, accident to machinery or equipment, any law, ordinance, rule, regulation, or order of any public or military authority stemming from the existence of economic or energy controls, hostilities or war, a labor dispute which results in a strike or work stoppage affecting the Facility or services described in this Agreement, or any other cause or occurrence outside the reasonable control of the party claiming an inability to perform and which by the exercise of due diligence could not be reasonably prevented or overcome. Existing Contracts: Service Contracts, Revenue Generating Contracts, and other agreements relating to the day-to-day operation of the Facilities existing as of the Commencement Date. Facility: The "Facility" shall have the meaning ascribed to such term in the Recitals to this Agreement. FF&E: Furniture, fixtures and equipment to be procured for use at the Facilities. General Manager: The employee of Manager acting as the full-time on -site general manager of the Facilities. Laws: Means all applicable laws, statutes, rules, regulations and ordinances. Management -Level Employees: The General Manager, Marketing Coordinator, Director of Operations, Business Development and Events Director, Tournament/Sports Coordinator, Local Programming/Sports Coordinator, Marketing Coordinator, Director of Food & Beverage/Retail, Food Service Coordinator, Retail Coordinator, Finance Manager, and Administrative Support. Manager: The term "Manager" shall have the meaning ascribed to such term in the Recitals to this Agreement. Operating Account: The Manager's separate interest -bearing account (in the name of the Manager or its affiliated entity PARA SFM, LLC) at a licensed bank from which actual Operating Expenses are paid. Operating Budget: A line -item budget established by the Owner for the Facility that includes a projection of Revenues, Operating Expenses, and Operating Costs, presented on a monthly and annual basis. Operating Expenses: All expenses incurred by Manager in connection with its operation, promotion, and management of the Facilities, including but not limited to the following: (i) employee payroll (plan to be approved by Owner), benefits (including payments to any national benefit system, and related costs, (ii) cost of operating supplies, including general office supplies, (iii) advertising, ITN #21-7898 Packet Pg. 9 3.1.a marketing, group sales, and public relations costs, (iv) data processing costs, (v) dues, subscriptions and membership costs, (vi) printing and stationary costs, (vii) postage and freight costs, (viii) equipment rental costs, (ix) security expenses, (x) telephone and communication charges, (xi) travel expenses of Manager employees, within the limits of reimbursement as provided by Florida Statutes, Section 112.061, (xii) cost of employee uniforms and identification, (xiii) exterminator and trash removal costs, if applicable (xiv) computer, software, hardware and training costs, (xv) parking expenses, (xvi) office expenses, (xvii) audit and accounting fees, (xvii) insurance costs, including but not limited to personal property, general liability, professional liability and worker's compensation insurance, (xix) commissions and all other fees payable to third parties (e.g. commissions relating to food, beverage and merchandise concessions services and commercial rights sales), (xvii) cost of complying with any Laws, (xxii) landscaping maintenance; (xi) janitorial services, (xx) costs of grooming, lining and marking the playing fields for competitive use and (xxi) Taxes. The term "Operating Expenses" does not include debt service on the Facility, Capital Expenditures, minor repairs, maintenance, and equipment servicing, including expenses relating to performing capital improvements or repairs, utility expenses, (all of which shall be the responsibility of the Owner). Operating Year: Each twelve (12) month period during the Term, commencing on October 1st and ending on September 30th, provided that the first Operating Year shall be a shortened year commencing on the Commencement Date and ending on September 30th of that year and the last Operating Year shall be a shortened year, ending upon the expiration of this Agreement. Facility Operations Manual: The document developed by Manager, which shall contain terms regarding the management and operation of the Facility including detailed policies and procedures to be implemented in operating the Facility, as agreed upon by both the Owner and the Manager. Owner: The term "Owner" shall have the meaning ascribed to such term in the Recitals to this Agreement. Payroll Account: A separate account in the name of Manager or Manager's affiliated entity at a Florida licensed bank through which all Facility staff and other personnel employed by Manager (including related payroll taxes), or engaged by Manager as an independent contractor, are paid. Pre -Opening: Time period prior to the Grand Opening and beginning of events, programs and activities operations, and during which the facility is being constructed and the business development, operational preparations, and organizational development is taking place. Regulatory Approvals: All applicable governmental or regulatory approvals, authorizations, consents, licenses or permits. Revenue: All revenues generated by Manager's operation of the Facility, including but not limited to event ticket proceeds income, rental and license fee income, merchandise income, gross food and beverage income, gross income from any sale of Commercial Rights, gross service income, equipment rental fees, box office income, and miscellaneous operating income, but shall not include event ticket proceeds held by Manager in trust for a third party and paid to such third party. Revenue Account: A separate account in the name of Owner or its affiliated entity at a licensed bank where Revenue is deposited. Revenue Generating Contracts: Vendor, concessions and merchandising agreements, user/rental ITN #21-7898 Packet Pg. 10 3.1.a agreements, booking commitments, licenses, and all other contracts or agreements generating revenue for the Facility and entered into in the ordinary course of operating the Facility. Service Contracts: Agreements for services to be provided in connection with the operation of the Facility, including without limitation agreements for consulting services, ticketing, web development and maintenance, computer support services, FF&E purchasing services, engineering services, electricity, steam, gas, fuel, general maintenance, HVAC maintenance, telephone, staffing personnel including guards, ushers and ticket - takers, extermination, elevators, stage equipment, fire control panel and other safety equipment, snow removal and other services which are deemed by Manager to be either necessary or useful in operating the Facility. Taxes: Any and all governmental assessments, franchise fees, excises, license and permit fees, levies, charges and taxes, of every kind and nature whatsoever, which at any time during the Term may be assessed, levied, or imposed on, or become due and payable out of or in respect of, (i) activities conducted on behalf of the Owner at the Facility, including without limitation the sale of concessions, the sale of tickets, and the performance of events (such as any applicable sales and/or admissions taxes, use taxes, excise taxes, occupancy taxes, employment taxes, and withholding taxes), or (ii) any payments received from any holders of a leasehold interest or license in or to the Facility, from any guests, or from any others using or occupying all or any part of the Facility. Term: The term "Term" shall have the meaning ascribed to such term in Section 4.1 of this Agreement. ARTICLE 2 SCOPE OF SERVICES 2.1 Engagement. Owner hereby engages Manager during the Term to act as the manager and operator of the Facility, subject to and as more fully described in this Agreement, and, in connection therewith, to perform the services described herein and in Exhibit A — Scope of Services; Exhibit A-1, Landscape Scope of Services; Exhibit A-2 Janitorial Scope of Services; and Exhibit B Performance Criteria attached hereto. 2.1.1 The Manager shall provide services in accordance with the terms and conditions of Invitation to Negotiate (ITN) #21-7898, including all the Attachment(s), Schedules, Exhibit(s) and Addenda, Manager's proposal referred to herein and made an integral part of this Agreement, Exhibit A — Scope of Services; Exhibit A-1, Landscape Scope of Services; Exhibit A-2 Janitorial Scope of Services; Exhibit B Performance Criteria; Exhibit Manager's Compensation; Exhibit D Operating Budget; Exhibit E Pro -Forma; and Exhibit F Key Personnel and Fixed Payroll Compensation, attached to this Agreement. 2.2 This Agreement contains the entire understanding between the Parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. ARTICLE 3 COMPENSATION 3.1 The Agreement Sum. The County shall pay the Manager for the services to be provided under this Agreement in Exhibit C Manager's Compensation, Exhibit D Operating Budget; Exhibit E Pro -Forma; and Exhibit F Key Personnel and Fixed Payroll Compensation. ITN #21-7898 Packet Pg. 11 3.1.a Payment(s) will be made upon receipt of a proper invoice(s) and upon approval by the County's Contract Administrator or designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 3.2 Travel and Reimbursable Expenses. Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed per Section 112.061 Fla. Stats., at the following rates, subject to those statutory rates being updated from time to time. Mileage $0.44.5 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard -size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long- distance charges, fax charges, photocopying charges, and postage. Reimbursable items will be paid only after Manager has provided all receipts. Manager shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. ARTICLE 4 TERM; TERMINATION 4.1 Term. The term of this Agreement shall begin on the Commencement Date and, unless sooner terminated, pursuant to the provisions of Section 4.2_below: 4.2 The Agreement shall be for a five (5) year period, commencing on November 9, 2021 (the "Commencement Date", and terminating on five (5) years from that date. The County may, at its discretion and with the consent of the Manager, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1) additional five (5) year period. The County shall give the Manager written notice of the County's intention to renew the Agreement Term no later than 90 days prior to the end of the Agreement term then in effect. 4.3 Termination. Should the Manager be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause. Cause for termination shall include, but not be limited to, Manager's failure to cure the breach of any material provision in this Agreement within twenty (20) days after receipt of written notice to cure from County detailing that breach; except that in the event that a cure is not objectively possible within twenty (20) days after that notice, Manager shall commence to cure the noticed breach as fully as possible within that twenty (20) day period, and thereafter diligently and continuously pursue that cure to a successful completion within sixty (60) days after that notice. ITN #21-7898 Packet Pg. 12 3.1.a The County may terminate this Agreement for convenience (without cause) with a ninety (90) day written notice. The County shall be the sole judge of non-performance. 4.3.1 In the event that the County terminates this Agreement, Manager's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Manager shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 4.3.2 Upon termination or expiration of this Agreement for any reason, (i) Manager shall promptly discontinue the performance of all services hereunder, (ii) the Owner shall promptly pay Manager all fees due Manager up to the date of termination or expiration, including if terminated for convenience, Manager's actual costs for time and goods from the Commencement Date, which costs for time and goods have not already been reimbursed (per Numerical Paragraph 3.2 herein, Exhibit F Key Personnel and Fixed Payroll Compensation and Exhibit G Manager's Hourly Rates), (iii) Manager shall make available to the Owner all data, electronic files, documents, procedures, reports, estimates, summaries, and other such information and materials with respect to the Facilities as may have been accumulated by Manager in performing its obligations hereunder, whether completed or in process, and (iv) without any further action on part of Manager or Owner, the Owner shall, or shall cause the successor Facility manager to, assume all obligations arising after the date of such termination or expiration, under any Service Contracts, Revenue Generating Contracts, booking commitments and any other Facilities agreements entered into by Manager in furtherance of its duties hereunder. Notwithstanding the foregoing, Manager is under no duty to provide any of its certain proprietary confidential materials or intellectual property to the Owner, including but not limited to its proprietary national benchmarking formulas, key performance indicators reports, Manager's employee performance evaluations, financial forecasting formulas, and/or other intellectual property developed by and maintained by the Manager and which it may use in its regular course of business to provide services to other clients similar to Owner. Any obligations of the parties that are specifically intended to survive expiration or termination of this Agreement shall survive expiration or termination hereof. 4.3.3 In the event that this Agreement is terminated for convenience, the Manager's employed staff may be retained at the Facility at the then current salary structure for an additional one hundred and eighty (180) days following the termination period, at the County's option and expense. If the Manager is asked by the County, at its sole option, to provide staffing and services during a transition period from the date of termination to the date that a new facility manager is selected, Manager will be compensated for its time (per Numerical Paragraph 3.1 herein and Exhibit F Key Personnel and Fixed Payroll Compensation,) in performing its services. There shall be no restrictions on the Manager for maintaining or rehiring of staff at any time after a termination event. ARTICLE 5 OWNERSHIP; USE OF THE FACILITY 5.1 Ownership of Facility, Data, Equipment and Materials. Owner will at all times retain ownership of the Facilities, including but not limited to real estate, technical equipment, furniture, displays, fixtures and similar property, including improvements made during the Term, at the Facility. Any data, equipment or materials furnished by Owner to Manager or acquired by Manager as an Operating Expense shall remain the property of Owner and shall be returned to Owner when no longer needed by Manager to perform under this Agreement. Notwithstanding the above, Owner shall not have the right to use any third -party software licensed by Manager for general use by Manager at the Facility and other facilities managed by Manager, the licensing fee for which is proportionately allocated and charged to the Facility as an Operating Expense; such ITN #21-7898 Packet Pg. 13 3.1.a software may be retained by Manager upon expiration or termination hereof. Manager shall allow the Owner limited administrative rights to access such third -party software as necessary for Owner to complete its audit function of Manager's records. 5.2 Right of Use by Manager. The Owner hereby gives Manager the right and license to use the Facility for the Term, and Manager accepts such right of use, for the purpose of performing the services herein specified, including the operation and maintenance of all physical and mechanical facilities necessary for, and related to, the operation, maintenance and management of the Facility. The Owner shall provide Manager with a sufficient amount of suitable office space in the Facility (exact office space to be mutually agreed by the parties) and with such office equipment as is reasonably necessary to enable Manager to perform its obligations under this Agreement. In addition, the Owner shall make available to Manager, at no cost, parking spaces adjacent to the Facility for all of Manager's full-time employees and for the Facility's event staff. Manager agrees that at the time of the signing of this Agreement, Owner has provided Manager with a sufficient amount of suitable office space in the Facility. 5.3 Right of Use of Staff by Manager. Manager shall have the right to utilize its employees as needed to support Manager's organization to satisfy the terms of this Agreement, including but not limited to travel for training and temporary staffing coverage. Manager shall have the right to utilize the Facility to host events for its Facility employees from time to time for the purpose of learning and development, at no cost to the operational budget other than that incurred by the staff who are regularly stationed at the Facility. 5.4 Observance of Agreements. The Owner agrees to pay, keep, observe and perform all payments, terms, covenants, conditions and obligations under any leases, bonds, debentures, loans and other financing and security agreements to which the Owner is bound in connection with its ownership of the Facility. ARTICLE 6 PERSONNEL 6.1 Generally. All Facility staff and other personnel shall be engaged or hired by Manager in its sole discretion, except that Owner shall preapprove the employment of the General Manager, and shall be employees, agents or independent contractors of Manager, and not of the Owner. Manager agrees that upon a written request by Owner to remove and replace the General Manager, as long as the reasons for the request are non-discriminatory and not otherwise unlawful, it will engage in cooperative discussions with Owner to remedy Owner's concerns; failing which, Manager will replace the General Manager within an agreed upon reasonable period of time. Manager shall select employees, in its sole discretion but subject to Owner's right to approve the Operating Budget. The Operating Budget shall define the number, function, qualifications, and compensation, including salary and benefits, of its employees and shall control the terms and conditions of employment (including without limitation termination thereof) relating to such employees. Manager agrees to use reasonable and prudent judgment in the selection and supervision of such personnel. Owner specifically agrees that Manager shall be entitled to pay its employees, as an Operating Expense, bonuses and benefits in accordance with the approved annual budget. A copy of Manager's current employee manual and any Facility -specific employee manual supplement shall be provided to Owner. Manager shall provide a full-time on -site General Manager and other employees as required to meet the operational needs of the Facility, within the budgeted percentage of labor. Federal statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. By executing and entering ITN #21-7898 Packet Pg. 14 3.1.a into this Agreement, the Manager is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as set forth in 8 U.S.C. § 1324, et seq., and regulations relating thereto, as either may be amended. In addition, Florida state law incorporates E-Verify eligibility requirements through Florida Statute, § 448.095, as may be amended. Failure by the Manager to comply with the laws referenced herein shall constitute a breach of the Agreement and the County shall have the discretion to unilaterally terminate the Agreement immediately. The Employment Eligibility Verification System (E-Verify) operated by the Department of Homeland Security in partnership with the Social Security Administration, provides an Internet -based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. Additional information regarding the E-Verify program can be found at the following website: http://www.dhs.gov/E-Verify. It shall be the Contractor's responsibility to familiarize themselves with all rules and regulations governing this program. The Manager is required to enroll in the E-Verify program, and provide acceptable evidence of its enrollment at all times during the term of the Agreement. Acceptable evidence consists of a copy of the Manager's properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding. Additionally, the Manager shall require all subcontractors to use the E-Verify system. 6.2 Key Personnel. The Manager's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Manager shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Manager shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience, and (2) with advance notice to the County, when possible. 6.3 Employment Matters. The Manager shall present the then current staffing, and all salaries and payments to employees through the Payroll Account in the Manager's Annual Budget. It is understood by all parties that reductions and additions to various positions may be made at Manager's discretion throughout the year due to business tempo, trends, opportunities, and budget requirements. If a change is recommended that will require expense above the budget, the change will be submitted for Owner's review and approval per Section 8.5 of the Agreement. ARTICLE 7 PROCEDURE FOR HANDLING INCOME 7.1 Revenue Account. Except as otherwise agreed to by the parties in writing all Revenue derived from operation of the Facility shall be deposited by Manager into the Revenue Account as soon as practicable upon receipt (but not less often than within two (2) business days). The specific procedures (and authorized individuals) for making deposits to shall be set forth in the Facility Operations Manual, which shall be provided to the County within 30 days of the Commencement Date of the Agreement and be subject to the County Manager or designee's approval. 7.2 General Operating Procedures. Manager shall operate and maintain the Facility to the minimum standards outlined in the Facility Operations Manual, which shall be provided to the County within 30 days of the Commencement Date of the Agreement and be subject to the County Manager or designee's approval. The ITN #21-7898 Packet Pg. 15 3.1.a document to be developed by Manager shall contain terms regarding the management and operation of the Facility including detailed policies and procedures to be implemented in operating the Facility, as agreed upon by both the Owner and the Manager. The Facility Operations Manual includes but is not limited to: general hours of operation, food and beverage standards, standard operating procedures for Facility and recreational staff, minimum maintenance standards and guidelines, general quality assurance and quality control procedures, guidelines for merchandise and food and beverage sales, standard workflows for programming and reservations and work methods and purchasing of goods and equipment for the Facility. The County Manager, or his designee, may, at his/her discretion and with the consent of the Manager, request that the minimum standards and procedures in the Facility Operations Manual be amended/revised based on programming demand. 7.3 Operations. The Manager shall use point -of -sale (POS) electronic cash machines or other similar electronic accounting control equipment for the proper control of all payments. All sales transaction must be accompanied by a receipt to the customer. Daily Register receipts must be maintained and made available upon demand during the term of this Agreement. All electronic cash equipment must be reviewed and approved by the County prior to use. All financial records with respect to the Facility are to be retained during the entire Term of this Agreement and for a period of five (5) years following the termination of this Agreement. The financial records described in the previous sentence consist of records documenting specific receipts/revenues collected by Manager through cash, checks, electronic fund transfers (EFT), credit and debit cards. or other methods. This may include, but is not limited to, records such as cash collection records and reports. cash receipt books, cash register tapes, deposit/transfer slips, EFT notices, credit and debit card records, receipt ledgers, receipt journal transactions and vouchers, refund records, bad check records, and other accounts receivable and related documentation. The Manager may sell any concessions desired as long as such items are permitted under Florida state law and the Manager has obtained the proper licensing/tax permits for such sales. Any and all tobacco, Cannabis, and Cannabis related products are not permitted. The County reserves the right to object to and require the Manager's removal from sale any concession that it finds objectionable. 7.4 Accounting Records and Reporting. During the Term, Manager shall maintain professional accounting records. Manager shall provide the financial statements in a format reasonably specified by Owner, as well as bank statements, sales tax returns, and quarterly tax filings. 7.5 Financial Review, Records, Audit. The Manager shall provide, as an operating expense of the Facility, an annual independent review of the Manager's financial records. The purpose of this review is to substantiate that the County has been compensated in accordance with this Agreement. During the term of this Agreement. the Manager shall establish and maintain such records as now exist and may hereafter be prescribed by the County in the future to provide evidence that all terms of this Agreement have been and are being observed. The Manager grants to the County the right and authority to audit all records. Documents, and books pertaining to the Facility operation. Such audit will be conducted at a frequency determined by the County and communicated to the Manager. The Manager agrees to provide materials for the audit at the place designated by the County within three (3) business days after the County's notice to do so is received by Manager all at no cost to the County. The agreement to provide materials for audit extends to the Office of the Clerk of the Circuit Court, as "ex-officio clerk of the Board of County Commissioners, auditor, recorder, and custodian of all county funds." 7.6 Internal Control. The Manager agrees to develop, install, and maintain reasonably appropriate accounting, operating, and administrative controls governing the financial aspects of the Facility, such controls to be consistent with professionally accepted accounting practices. ITN #21-7898 Packet Pg. 16 3.1.a 7.7 Monthly Reporting. All references herein to monthly reporting required by the Manager will be submitted to the County by the fifteenth (15th) day of the following month. ARTICLE 8 FUNDING 8.1 Tax Matters. The County and the Manager acknowledge that a portion of the costs of the Facility were financed with proceeds of certain tax-exempt indebtedness (collectively, the "Bonds") and the County and the Manager intend for this Agreement to comply in all respects with Revenue Procedure 2017-13, as amended. Accordingly, and notwithstanding any provision of this Agreement to the contrary. The County and the Manager agree as follows: a. The County shall continue to exercise a significant degree of control over the Facility including, but not limited to, approving the annual budget of the Facility approving any capital expenditures with respect to the Facility, approving any disposition of assets of the Facility, approving the rates and charges for use of the Facility and approving the general nature and type of use of the Facility. b. The County shall continue to the bear the risk of loss upon damage or destruction of the Facility: provided, however, this shall not in any way reduce or eliminate or adversely impact the County's ability to seek and be entitled to reimbursement or damages or costs from the Manager or any other party whose actions or inactions may have caused such loss. C. The Manager shall not take any tax position that is inconsistent with the Manager's role as a manager or service provider of the Facility. Without limiting the generality of the foregoing sentence, the Manager will not claim any depreciation or amortization deduction, investment tax credit or any deduction for any payment as rent with respect to the Facility. d. In the event the tax-exempt status of the Bonds is challenged by any federal agency or any nationally recognized bond counsel expresses the view that the tax-exempt status of the Bonds is in jeopardy as a result of this Agreement or the operation of the Facility, the County and the Manager will, to the extent necessary or desirable, renegotiate the terms of this Agreement in good faith to ensure that the tax-exempt status of the Bonds is not adversely affected. 8.2 Business Income Use, Appropriation, and Calculation. The Facility is expected to generate programmatic/operating revenue (the "revenue") driven by all aspects of the Facility. This revenue includes, but is not limited to, service fees, rental fees, usage fees, sponsorships, sales commissions, food and beverage sales, merchandise sales, and other miscellaneous revenues driven by the operations of the Facility that are outlined in Exhibit D Operating Budget and Exhibit E Pro -Forma. The Facility will also generate programmatic/operating costs (the "costs") that are defined as costs driven by generating the revenues associated with all aspects described above and outlined in Exhibit D Operating Budget and Exhibit E Pro -Forma. These costs include, but are not limited to, Cost of Goods Sold (COGS) related to tournament programming, merchandise, food & beverage, event operations, and sponsorships. The Revenue, less the COGS (as described in Exhibit E), will comprise the business income ("Business Income"). Business Income will be managed, collected, recorded, reported, and retained by the Owner, and will remain distinct and separate from any other projects or operations of the Owner. Business Income is considered unrestricted funds and will be used for program cash flow or allowable program costs as detailed in the budget. On a monthly basis the Manager will calculate the Business Income from the Facility (less the Capital ITN #21-7898 Packet Pg. 17 3.1.a Reserve Contribution set forth in Section 8.6 below) and Owner will distribute Manager's portion of this Business Income to the Manager pursuant to the allocations set forth in Exhibit D Operating Budget and Exhibit E Pro - Forma. The County will first use its share of the Business Income to offset the Approved Fixed Costs for the Facility payable by the County to the Manager pursuant to Numbered Paragraph 8.3 hereof. 8.3 Facilities Fixed Costs Schedule. The Facility is expected to generate fixed costs associated with the baseline operation of the Facility. These costs include, but are not limited to, landscape maintenance and janitorial, full time employee salaries, corporate services, and other general administrative expenses (the "Fixed Costs"). The Budgeted Fixed Costs are outlined in Exhibit D Operating Budget and Exhibit E Pro -Forma, ("Fixed Costs") and shall not increase without the Manager providing justification therefore and obtaining approval of the Board of County Commissioners in advance. The Fixed Costs shall be reimbursed by the County to the Manager monthly upon the provision of a valid invoice and submittal of monthly deliverables report. Payments of invoices shall be processed and paid in accordance with the timeframes established in the Local Government Prompt Payment Act and the terms of this Agreement. 8.4 Budget Review and Modification. Budgeted Fixed Costs will be subject to an annual review and based upon actual costs of the previous year and the business plan proposed by Manager. Modifications of any of the budget categories defined in Exhibit D Operating Budget and Exhibit E Pro -Forma may only be made if approved in advance by the County Manager, or his designee, and if such modifications exceed Fifty Thousand Dollars ($50,000) then it will require an Amendment to this Agreement approved by the Board of County Commissioners. 8.5 Capital Reserve. Prior to the monthly calculation and distribution of the Business Income Appropriation pursuant to Section 8.2 hereof, the Manager shall calculate, and the Owner shall fund 5% of the Business Income as capital reserves for the Facility (the "Capital Reserve Contribution"). Manager shall remit to the County the Capital Reserve Contribution to be held in trust in a separate capital reserve account for the Facility maintained by the County and the funds in such account shall be used exclusively for capital improvements, repairs or replacements at the Facility. The budget, schedule, and plan for capital improvements, repairs and replacement for the Facility will be administered by the County, with the input of the Manager. 8.6 Account Funding. Subject to the Manager's written notices to Owner as herein, Owner acknowledges that it is solely responsible for all Operating Expenses and capital expenditures required for or on behalf of the Facility provided that such Operating Expenses and capital improvements are made in accordance with the terms of this Agreement. . The Owner shall fund quarterly the Operating Account with the budgeted COGS for the upcoming quarter pursuant to the approved Operating Budget. Owner's funding of the Operating Account for the budgeted COGS in each successive quarter shall be reduced by any unused quarterly COGS funding remaining in the Operating Account from Owner's prior quarterly account funding and shall be deposited at least five (5) days in advance of the first day of the quarter for which payment is due. Manager shall pay all items of expense for COGS of the Facility from the funds in the Operating Account. ARTICLE 9 FACILITY CONTRACTS; TRANSACTIONS WITH AFFILIATES 9.1 Existing Contracts. The Owner shall provide to Manager, on or before the Effective Date, full and complete copies of all Existing Contracts. Manager shall administer and use reasonable commercial efforts to assure compliance with such Existing Contracts to the extent provided to Manager. 9.2 Execution of Contracts. Manager shall negotiate, execute (in Manager's own name or in the name of its affiliated entity, except as otherwise provided herein), deliver and administer any and all ITN #21-7898 Packet Pg. 18 3.1.a programming, rental agreements, booking commitments, advertising agreements, concession agreements, supplier agreements, service contracts (including, without limitation, contracts for cleaning, decorating and set- up, general maintenance and maintenance and inspection of HVAC systems, elevators, stage equipment, fire control panel and other safety equipment, staffing and personnel needs, including guards, and other services which are necessary or appropriate) and all other contracts and agreements in connection with the management, promotion, and operation of the Facilities. In addition to the foregoing, the County may prescribe after the date hereof certain other guidelines pertaining to Manager's contracting rights hereunder which are designed to preserve the tax-exempt status of the bonds issued to finance the construction of the Facilities or to ensure that the Facilities is operated in accordance with the County's policies and applicable law, and in such event, Manager will comply with those guidelines. In connection with any programming, licenses, agreements, commitments or contracts for the Facilities, Manager will ensure that such documents provide for the fact that Manager has the right to assign all of its rights and obligations under such licenses, agreements, commitments and contracts to the County (or to any successor management company retained by the County) upon the expiration or termination of this Agreement, and upon such expiration or termination, Manager shall make such assignment in a form reasonably acceptable to the County and the County will accept such assignment of rights and assumption of obligations. 9.3 Transactions with Affiliates. In connection with its obligations hereunder relating to the purchase or procurement of services for the Facility (including without limitation food and beverage services, ticketing services and Commercial Rights sales), Manager may purchase or procure such services, or otherwise transact business with, an Affiliate of Manager, provided that the prices charged and services rendered by such Affiliate are competitive with those obtainable from any unrelated parties rendering comparable services. Manager shall, if requested by Owner, provide reasonable evidence establishing the competitive nature of such prices and services, including if appropriate, competitive bids from other persons seeking to render such services at the Facility and copies of any agreements with an Affiliate. ARTICLE 10 AGREEMENT MONITORING AND GENERAL MANAGER 10.1 Contract Administrator. Each party shall appoint a contract administrator who shall monitor such party's compliance with the terms of this Agreement. Manager's contract administrator shall be its General Manager at the Facility unless Manager notifies Owner of a substitute contract administrator in writing. Owner's contract administrator shall be its Senior Operations Analyst and assigned "Sports Complex Manager" unless Owner notifies Manager of a substitute contract administrator in writing. Any and all references in this Agreement requiring Manager or Owner participation or approval shall mean the participation or approval of such party's contract administrator. ARTICLE 11 INSURANCE 11.1 Insurance. 11.1.1 The Owner shall be responsible for obtaining and administering insurance in connection with the Facility as follows: (a) Property Insurance. Owner shall also procure and maintain fire and extended coverage casualty ITN #21-7898 Packet Pg. 19 3.1.a insurance, and (if appropriate) flood insurance, regarding the Facility in amounts and with companies acceptable to Owner in its sole discretion. (b) Commercial General Liability. Owner shall procure and maintain, at the Owner's sole expense, a Commercial General Liability policy with a combined single limit of $1,000,000 per occurrence and a general annual aggregate limit of $3,000,000. All such insurance shall be on an "occurrence" basis. (c) Commercial Auto Liability (including non -owned and hired). Owner shall procure and maintain at the Owner's sole expense commercial auto liability coverage (including owned, non -owned and hired) in the amount of $1,000,000 each occurrence. (d) Business Interruption. Owner shall procure and maintain, at the Owner's sole expense and benefit, business interruption and extra expense insurance in such amounts as Owner shall choose. 11.1.2 The Manager shall provide insurance as follows as a Facility Operating Expense: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Professional Liability: Shall be maintained by the Manager to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Manager waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. E. Other: Liquor Liability $ 1,000,000 Per Occurrence Umbrella $ 5,000,000 Per Occurrence Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Manager's Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Manager's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by ITN #21-7898 Packet Pg. 20 3.1.a Manager during the duration of this Agreement. The Manager shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of. thirty (30) days prior written notice, or in accordance with policy provisions. Manager shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverage or limits received by Manager from its insurer, and nothing contained herein shall relieve Manager of this requirement to provide notice. Manager shall ensure that all subcontractors comply with the same insurance requirements that the Manager is required to meet. ARTICLE 12 COVENANTS AND REPRESENTATIONS 12.1 Owner's Covenants and Representations. Owner makes the following covenants and representations to Manager, which covenants, and representations shall, unless otherwise stated herein, survive the execution and delivery of this Agreement: (a) Owner's Status. Owner is a political subdivision of the State of Florida duly organized, validly existing, and in good standing under the laws of the State of Florida with full power and authority to enter into this Agreement and execute all documents required hereunder. (b) Authorization. The making, execution, delivery, and performance of this Agreement by Owner has been duly authorized and approved by requisite action and this Agreement has been duly executed and delivered by Owner and constitutes a valid and binding obligation of Owner, enforceable in accordance with its terms and applicable law. (c) Effect of Agreement. To Owner's best knowledge, without duty of inquiry, neither the execution and delivery of this Agreement by Owner nor Owner's performance of any obligation hereunder: (i) will constitute a violation of any law, ruling, regulation, or order to which Owner is subject; or (ii) shall constitute a default of any term or provision or shall cause an acceleration of the performance required under any other agreement or document (A) to which Owner is a party or is otherwise bound, or (B) to which the Facility or any part thereof is subject. (d) Ownership Rights. Owner shall obtain and retain the property interests in the Facility necessary to enable Manager to perform its duties pursuant to this Agreement peaceably and quietly. Owner represents and warrants that Manager's performance of the services required by this Agreement shall not violate the property rights or interests of any other Person. (e) Documentation. If necessary to carry out the intent of this Agreement, Owner agrees to execute and provide to Manager, on or after the Effective Date, any and all other instruments, documents, conveyances, assignments, and agreements which Manager may reasonably request in connection with the operation of the Facility. 12.2 Manager's Covenants and Representations. Manager makes the following covenants and representations to Owner, which covenants and representations shall, unless otherwise stated herein, survive the execution and delivery of this Agreement: ITN #21-7898 Packet Pg. 21 3.1.a (a) Corporate Status. Manager is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida and authorized to transact business throughout the United States with full corporate power to enter into this Agreement and execute all documents required hereunder. (b) Authorization. The making, execution, delivery, and performance of this Agreement by Manager has been duly authorized and approved by all requisite action of the board of directors of Manager, and this Agreement has been duly executed and delivered by Manager and constitutes a valid and binding obligation of Manager, enforceable in accordance with its terms and applicable laws. (c) Effect of Agreement. To Manager's best knowledge, without duty of inquiry, neither the execution and delivery of this Agreement by Manager nor Manager's performance of any obligation hereunder (i) will constitute a violation of any law, ruling, regulation, or order to which Manager is subject; or (ii) shall constitute a default of any term or provision or shall cause an acceleration of the performance required under any other agreement or document to which Manager is a party or is otherwise bound. (d) Licenses/Permits/Rules and Regulations. Manager agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by Manager pursuant to this Agreement. Manager agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to Owner. Manager represents to Owner that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. Manager agrees that all services to be provided by Manager pursuant to this Agreement shall be subject to Owner's review and approval, as provided herein, and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by Manager hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119. 12.3 Indemnification. To the maximum extent permitted by Florida law, the Manager shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Manager, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Manager or anyone employed or utilized by the Manager in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge, or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County ITN #21-7898 Packet Pg. 22 3.1.a 12.3.1 The duty to defend under this Article 12 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Manager, County, and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Manager. Manager's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 12.3.2 Survival. The obligations of the parties contained in this Section shall survive the termination or expiration of this Agreement. ARTICLE 13 MISCELLANEOUS 13.1 Relationship. Manager and Owner shall not be construed as joint venturers or general partners of each other, and neither shall have the power to bind or obligate the other party except as set forth in this Agreement. Manager understands and agrees that the relationship to Owner is that of independent contractor, and that it will not represent to anyone that its relationship to Owner is other than that of independent contractor. Nothing herein shall deprive or otherwise affect the right of either party to own, invest in, manage or operate property, or to conduct business activities, which are competitive with the business of the Facility. Manager covenants and agrees that even though it may have a management responsibility for other similar properties, which from "time to time" may be competitive with the Facility, Manager shall always represent the Facility fairly and deal with Owner on an equitable basis. 13.2 Assignment. Manager shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Manager does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Manager all of the obligations and responsibilities that Manager has assumed toward the County. 13.3 Benefits and Obligations. The covenants and agreements herein contained shall inure to the benefit of, and be binding upon the parties hereto and their respective heirs, executors, successors, and assigns. 13.4 Surrender of Premises. Upon termination of this Agreement (termination shall, for all purposes in this Agreement, include termination pursuant to the terms of this Section 19 and any expiration of the term hereof), Manager shall surrender and vacate the Facility upon the effective date of such termination. The Facility and all equipment and furnishings shall be returned to the County in good repair, reasonable wear and tear excepted. All reports, records, including financial records, and documents (including computer data) maintained by Manager at the Facility or elsewhere relating to this Agreement shall be immediately surrendered to the County by Manager upon termination. The County, at its cost and within thirty (30) days after such expiration or other termination, shall remove all signage relating to Manager and its Affiliates. 13.5 Use of Facility at Direction of County. The County shall have the right to use the Facility or any part thereof, upon reasonable advance notice and subject to availability in accordance with the procedures to be established in the Facility Operating Manuel, which shall be provided to the County within 30 days of the Commencement Date of the Agreement; and, subject to the County Manager or designee's approval, it being recognized that booking a County event during times that are reserved and being marketed for possible tournaments, camps, clinics, rentals, and other events will lessen the projected revenues and increase the odds ITN #21-7898 Packet Pg. 23 3.1.a of operating losses. 13.6 Taxes. Manager shall pay all sales, consumer, use and other similar taxes associated with the services provided under the Agreement or portions thereof, which are applicable during the performance of the Agreement. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85- 8015966531C. 13.7 Building Compliance. Manager does not assume and is given no responsibility for compliance of the Facility or any equipment therein with the requirements of any building codes or with any statute, ordinance, law, or regulation of any governmental body or of any public authority or official thereof having jurisdiction, except to notify Owner promptly, or forward to Owner promptly, any complaints, warnings, notices, or summonses received by Manager relating to such matters. Owner represents that to the best of Owner's knowledge, the Facility and all such equipment contained therein comply with all such requirements, and Owner authorized Manager to disclose the ownership of the Facility to any such officials. 13.8 Notices. All notices provided for in this Agreement shall be in writing and served by registered or certified mail, return receipt requested, postage prepaid, at the following addresses until such time as written notice of a change of address is given to the other party. If to Owner: Board of County Commissioners for Collier County, Florida Division Director: Sean Callahan, Deputy County Manager Division Name: Office of the County Manager Address: 3299 Tamiami Trail E., Suite 202 Naples, FL 34112 County's Contract Administrator: Marissa Fahey, Senior Operations Analyst Telephone: 239-252-4380 E-Mail: Marissa.fahey(a)colliercountyfl.gov If to Manager: Sports Facilities Management, LLC Attention: Jason Clement, Manager 600 Cleveland Street, Suite 910 Clearwater, FL 33755 Email: jclement(a)sportsfacilities.com with a copy to: Bruce Rector General Counsel Sports Facilities Management, LLC 600 Cleveland Street, Suite 910 Clearwater, FL 33755 Email: brectorksportsfacilities.com 13.9 Headings. All headings and subheadings employed within this Agreement and in the accompanying schedules and exhibits are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. 13.10 Force Maieure. Any delays in the performance of any obligation of Manager under this Agreement shall be excused to the extent that such delays are caused by Acts of Nature and other causes falling within the definition of force majeure as defined herein that are not within the control of Manager. In such ITN #21-7898 Packet Pg. 24 3.1.a instances, and any time periods required for performance shall be reasonably extended accordingly, subject to advance notice and approval by the Owner. 13.11 Entire Agreement. This Agreement, including any specified attachments, constitutes the entire agreement between Owner and Manager with respect to the management and operation of the Facility and supersedes and replaces any and all previous management agreements entered into or/and negotiated between Owner and Manager relating to the Facility covered by this Agreement. No change to this Agreement shall be valid unless made by supplemental written agreement executed and approved by Owner and Manager. Except as otherwise provided herein, any and all amendments, additions, or deletions to this Agreement shall be null and void unless approved by Owner and Manager in writing. Each party to this Agreement hereby acknowledges and agrees that the other party has made no warranties, representations, covenants, or agreements, express or implied, to such party, other than those expressly set forth herein, and that each party, in entering into and executing this Agreement, has relied upon no warranties, representations, covenants, or agreements, express or implied, to such party, other than those expressly set forth herein. 13.11.1 This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Invitation to Negotiation #21-7898, including attachments and Addenda, Manager's Proposal, Insurance Certificate(s), Exhibit A Scope of Services; Exhibit A-1, Landscape Scope of Services; Exhibit A-2 Janitorial Scope of Services; Exhibit B Performance Criteria; Exhibit C Manager's Compensation; Exhibit D Operating Budget; Exhibit E Pro -Forma; and Exhibit F Key Personnel and Fixed Payroll Compensation, attached to this Agreement. 13.12 Rights Cumulative; No Waiver. No right or remedy herein conferred upon or reserved to either of the parties to this Agreement is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given under this Agreement or now or hereafter legally existing upon the occurrence of an event of default under this Agreement. The failure of either party to this Agreement to insist at any time upon the strict observance or performance of any of the provisions of this Agreement, or to exercise any right or remedy shall not be construed as a waiver or relinquishment of such right or remedy with respect to subsequent defaults. Every right and remedy given by this Agreement to the parties may be exercised from "time to time" and as often as may be deemed expedient by those parties. 13.13 Applicable Law. The execution, interpretation, and performance of this Agreement shall in all respects be controlled and governed by the laws of the State of Florida. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of record of the State of Florida in Collier County or the United States District Court, in Fort Myers, Florida. Each parry consents to the sole and proper jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. 13.14 Acknowledgement. The parties hereto acknowledge that they have been provided with a copy of this Agreement for review prior to signing it, that they have been given the opportunity to review it prior to signing it, that they have been given the opportunity to have this Agreement reviewed by their attorney prior to signing it, and that they understand the purposes and effect of this Agreement. 13.15 Severability. If any provision or provisions of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed and enforced as if such provision or provisions had not been included. 13.16 Intellectual Property. Owner acknowledges that Manager has certain intellectual property, ITN #21-7898 Packet Pg. 25 3.1.a trade secrets and proprietary business techniques ("Intellectual Property") that it will on behalf of Owner to meet its obligations under this Agreement. Owner acknowledges that it obtains no ownership rights whatsoever in the Intellectual Property and, upon termination of this Agreement, Manager shall retain all rights to the Intellectual Property and remove such Intellectual Property from the Facility and its operations. For purposes of this Agreement, the term Intellectual Property shall include, without limitation, analytical tools and documented procedures for forecasting, performance tracking, operational and marketing systems that are unique to Manager's approach, staff training programs, program curriculum and agendas, rights to certain discounts or programs that Manager has negotiated for Manager -operated facilities, and other intellectual property which Manager has previously introduced to the Facility and of which Manager is an author. 13.17 Public Records. To the extent required by law existing at the time this Agreement is entered, Manager shall comply with the Florida Public Records laws expressed at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordReciuest(a,colliercountyfl.gov The Manager must specifically comply with the Florida Public Records Law to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the Owner. (b) Provide the public with access to public records on the same terms and conditions that the Owner would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the Owner, all public records in possession of the Manager upon termination or expiration of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Owner in a format that is compatible with the information technology systems of the Owner. ITN #21-7898 Packet Pg. 26 3.1.a 13.18. No Improper Use. The Manager will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral, or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order, or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Manager or if the County or its authorized representative shall deem any conduct on the part of the Manager to be objectionable or improper, the County shall have the right to suspend the Agreement of the Manager. Should the Manager fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Manager further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. In addition, the Manager shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Manager agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Manager. 13.19. Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Manager with full decision -making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Manager with full decision -making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 13.20 Order of Precedence. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement and the Additional Terms and Conditions shall take precedence over the terms of all other Contract Documents. To the extent any conflict in the terms of the Contract Documents, including the Owner's Board approved Executive Summary, cannot be resolved by application of the terms of the Agreement and Additional Terms and Conditions, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Manager at Owner's discretion. 13.21 Security. The Manager is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Manager shall be responsible for all associated costs. If required, Manager shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state, and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Manager shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Manager's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Manager ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Manager during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the Manager's business. ITN #21-7898 Packet Pg. 27 3.1.a The Manager shall immediately notify the Collier County Facilities Management Division via e-mail (DL- FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. 13.22 Assumption Clause. In the event of the termination of this Agreement. The County will make best efforts to accommodate any existing events that have an active reservation at the Facility or another County facility. 13.23 Proiect Publicity. Any news release pertaining to the services performed by the Manager pursuant to this Agreement must recognize the contribution of the County as a funding source and should be coordinated with the County's Communications and Customer Relations Division prior to publication. The Manager shall recognize the County for its contribution in all promotional materials and at any event or workshop for which County funds are allocated. 13.24 Subcontractors. The Manager shall be responsible for all work and all expenses required to perform the services set forth in this Agreement, subject to reimbursement from the County pursuant to this Agreement. a. The Manager may, as appropriate and in compliance with applicable laws. subcontract the delivery of the services for the Facility; provided, however, that the Manager will be solely liable to the subcontractor for all expenses and liabilities incurred during such subcontract subject to appropriate reimbursement of Manager pursuant to this Agreement. b. Any and all subcontracts executed for the Facility shall include provisions whereby the Manager and the subcontractor agree to abide by all local, State, and federal laws and indemnify and hold harmless the County consistent with the same provisions required of the Manager in the Agreement. 13.25 Data & Records Management. The Manager shall keep and maintain records required to operate and perform services to the Facility. Upon request from the County, the Manager shall make those records available for inspection. Upon expiration or termination of this Agreement, the Manager will transfer, at no cost to the County, all records with respect to the operation of the Facility by Manager that are in possession of the Manager or keep and preserve public records with respect to the operation of the Facility by Manager during the term of this Agreement that are required by the County to perform the service. If the Manager transfers all public records to the County upon expiration or termination of this Agreement, the Manager shall destroy any duplicate public records that are confidential and exempt from public records disclosure requirements. If the Manager keeps and preserves public records upon expiration or termination of this Agreement, the Manager shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County upon request from the County's custodian of public records in a format compatible with the information technology systems of the County. (signature pages to follow) ITN #21-7898 Packet Pg. 28 3.1.a IN WITNESS WHEREOF, the Parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller By: Dated: (SEAL) Approved as to Form and Legality: Scott R. Teach, Deputy County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Penny Taylor, Chair ITN #21-7898 Packet Pg. 29 3.1.a SPORTS FACILITIES MANAGEMENT, LLC Manager's Witnesses: A Florida limited liability company Manager By: Manager's First Witness Signature TType/print signature and titleT TType/print witness nameT Manager's Second Witness TType/print witness nameT ITN #21-7898 Packet Pg. 30 3.1.a Exhibit A Scope of Services 1.1 The Manager shall be responsible for studying area demographics and associated metrics to provide input to the Facility's "mix" of facilities and types of events supported. Due to the tremendous investment, the County will heavily scrutinize business and marketing plans and models to ensure they are reasonable, realistic, and sustainable. 1.2 The Manager shall conduct a project feasibility study in an effort to determine early issues (i.e., traffic, parking, location, permitting issues, etc.), identify any features that could adversely affect the successful operation of the Facility, and communicate it to Owner. 1.3 The Manager shall review and evaluate land/project site options, design and assist the County in determining features and amenities on the Facility to ensure positive revenue growth. 1.4 The Manager shall develop an annual analysis of the Facility's economic impact on the local economy, the regional economy, and otherwise, through added jobs, taxes, tourism, etc. Consulting and Assistance During Design and Construction of the Facility 1.5 The Manager shall assist the County delivery team (staff, consultants, engineers, architects, and senior management) in developing the final project concept and assist in its implementation. The Manager shall coordinate efforts and ensure that it promotes and adheres to the final approved concept and scope of work. Management, Operation, Advertising and Marketing of the Facility 1.6 The County views its relationship with the Manager as critical to the credibility, viability, and financial success of the Facility. 1.7 The Manager shall run, market, solicit, advertise, and conduct public relations activities for leagues, sporting events, concerts, tournaments, and other gatherings, including special events of substantial size and scope to maximize use of the Facility at no extra cost to the County. 1.8 Facility is owned and maintained by the County. This will include capital investment and improvements. 1.9 The Manager shall supply landscape maintenance and janitorial services as an aspect of facilities maintenance; See Exhibit Al and A2. 1.10 Manager shall create an annual marketing plan for the Facility. 1.11 Manager shall follow County travel policies. 1.12 Manager will conduct backend accounting, sales, operations, and marketing support services. 1.13 Additional hires, beyond that provided for in the Manager's Pro Forma/Proposal, shall require County approval. Hiring will include everything necessary to run the Facility. 1.14 Manager will collaborate and coordinate with the County's Parks and Recreation Department and Convention and Visitors Bureau to reduce duplication of efforts. ITN #21-7898 Packet Pg. 31 3.1.a 1.15 Manager shall manage and run unforeseen additions or changes to the Facility as there may be future amenities not in the original plan and it will be expected to manage, operate, and provide oversight. Additions may include, but are not limited to: obstacle course, beach volleyball course, hockey rink, or quiet space. 1.16 Manager shall manage a hotel booking service for Facility events that is capable of securing room blocks with local hotels, which includes an online booking solution, and is capable of pre and post event reporting on room nights and revenues. Manager shall provide monthly reports on the anticipated expected revenue to be derived from this platform. The County reserves the right to place cost controls on room booking models. 1.17 Manager shall run, advertise, and market The Factory, a separate aspect of the whole Facility, that includes: • National Fitness Court Programming — Free to the public • Open Air Classroom • Membership based: Open Air/Functional Fitness o Fully functioning fitness -based membership space with full group class offerings o May sub -contract work as need, with County approval, branding must remain intact. • The Lake trail with workout stations 1.18 Manager shall run, advertise, and market The Cove — food truck bar and pavilion, a separate aspect of the whole Facility, that includes: • Vendor management • Health department upkeep • Food truck management and operations • Permit/License Management • Coordination with tournament/event schedule, along with normal operating hours best fit • Concessions for other locations — outside of events. ITN #21-7898 Packet Pg. 32 3.1.a Exhibit A-1 Landscaping Scope of Services Full -Service landscaping shall include the following items: General Services The work includes but is not limited to: mowing/edging, weed control, general site trimming/pruning, turf fertilization, pest control, shrub care, shrub/palm fertilization, irrigation maintenance, aeration/top dress of specified areas, sod replacement and installation, tree removal, mulching, special projects, and additional services as requested. Service Schedule The frequency of routine service (mowing, edging, trees/shrubs/other plant material maintenance, weeding, pest control and other associated landscape maintenance services outlined under the scope) will be as follows, but is subject to change as needed: • May — October (6 months) = Once a week • November— April (6 months) = Once every other week. The Manager shall develop a consistent schedule in which services will be completed in a maximum two-day timeframe between Monday and Thursday (no services will be performed on Friday — Sunday) unless specific variances are approved in advance by the County's Contract Administrator or designee. Monday and Tuesday to be preferred maintenance days. Full annual schedules of proposed days for service shall be submitted to the County at the beginning of the contract and updated if there are any changes throughout the term(s) of the contract. Mowing Prior to mowing, the Manager shall be responsible for the removal and disposing of all trash and debris including, but not limited to, palm fronds, horticultural and non -horticultural debris, leaves, rocks, paper, tree branches and limbs, shrubbery, and other miscellaneous objects on the ground in the service area to include the right-of-way. The number of mowing services may be modified by the County depending upon seasonal conditions. Mowing and edging shall include park medians and areas along the outside edge of the sidewalks of adjacent properties. The Manager shall ensure all trash and debris is disposed of the same day and areas with pavement and curbing shall be clear of all grass clippings from mowing. Swale areas shall be mowed throughout the entire year. If mowing is not possible and the swales are full of water, the swales must be addressed at every service to reduce the height of the weeds to 12" above the water. Side of the road, a full mowing service shall include side of the roadway mowing and edging, all swale areas, and side of right-of-way trash removal. Maintenance of Traffic (MOT) may be requested on an as needed basis. MOT certification may be requested. Mowing ahead signs are required when mowing services are being performed. It is the responsibility of the Manager to be familiar with the type of grasses and mowing expectations at specified location. Bimini Bermuda Sod Maintain an average height of one (1) inch. Mow with a reel mower. Mowing frequency is typically once weekly in the summer months. If areas are desired to be mowed more frequently the County's Contract Administrator or designee shall request an increase. Scalping (hard cutting of the sod to the thatch layer) annually is recommended. Sand application may be necessary on any low areas discovered during the scalping of sod. Maintain a clean mowed edge. Will not use herbicide to maintain edge treatment of sod. ITN #21-7898 Packet Pg. 33 3.1.a Bahia Sod Mow weekly or every other week during summer as requested by the County. Mowing may be less frequent during dry season months. Maintain a mowed edge. Will not use herbicide to maintain edge treatment of sod. Bahia grass shall be cut at a height of 3.5 inches. Edging Edging is required in all turf areas around isolated trees, valve boxes, shrubs, signposts, utility holes, etc. where they exist. All debris on streets, sidewalks, or other areas, resulting from edging, shall be removed. No herbicide will be used for edging. Mechanical edging of the turf shall be done with each mowing along all sidewalk edges, back of concrete curbs, around all plant beds, utility service boxes, streetlight bases, signposts, headwalls, guardrails, timer pedestals, posts, and trees. Trash Removal Before mowing turf areas, the Manager shall remove all debris trash from the service site. Park trash removal for each service for all site areas shall be cleaned by removing all trash or debris which shall include, but not limited to the following: paper, bottles, cans, other trash, and horticultural debris. Disposing of trash and debris must be at a proper landfill or disposal site at no additional cost to Collier County. Street Cleaning Sidewalks, curbing, and gutters to include the four (4') foot area from the face of the gutters and curbs, turn lanes, medians, and sidewalk areas shall be cleaned the same day as the mowing service to remove any accumulation of debris or objectionable growth to maintain a neat and safe condition. Sidewalks shall be blown clean. Grass clippings or other debris shall not be blown on other adjacent property or accumulate on right of way areas, paved areas, traffic, or roadways. Blowing shall be directed toward the existing landscape median or grass. Weeding Weeding of plant beds, rock areas, sidewalks (asphalt, concrete paver), guardrail bases, curb joints and other mulched areas by chemical and/or hand removal and must be performed weekly or as necessary to provide a weed - free and well -maintained area. The Manager shall remove all weeds by hand with or without using a chemical treatment. If chemicals are used, they shall be Roundup or equivalent around plants, etc., but to be used in such a manner as to not damage existing plant material. The Manager will remove all weeds from sodded/grass areas using appropriate method. The Manager will use chemical treatment along synthetic turf grass edges. • A Florida Pesticide Applicator Licensed is requested. Perennial Peanut Maintain weed free. Hand pull weeds. Edge runners along bed edges with metal edger. Will not apply herbicide or maintain edges with herbicide. General Site Trimming/Pruning General site pruning shall be defined as the pruning of any plant's foliage height that is ten feet (10') and below. Shrub pruning should be done at a minimum of every 6 weeks throughout each park for all shrub types that require pruning so that landscape gives the appearance of continuity throughout that park project area. Groundcovers and shrubs shall be maintained at the required height as specified by the County's Contract Administrator or designee up to a maximum height of thirty-six inches (36"), with the exceptions of sight windows where the height shall be maintained at a maximum of eighteen to twenty-four inches (18"- 24"). Shrubs and plant material shall not grow over the curbing and into the roadway or parking area. Shrubs and trimming, as described above must be completed. Will consult an arborist for canopy trimming, thinning and in the event of diseased trees. Avoid use of a gas -powered hedge trimmer where possible. Hand clip specimen and ornamental shrubs. The intent of the shrubs and ornamental plantings on site is to maintain a natural shape and character. Trees shall not be pruned ITN #21-7898 Packet Pg. 34 3.1.a into balls. Hedges shall not be topped or maintained as clipped hedges or topiary. Canopy and Ornamental Trees Shall be pruned to encourage a natural appearance desired shape. Cathedral live oaks shall be open branching as well as clear out the center of the tree to help with air circulation and overcrowding branches. Bridal Veil Trees to be allowed to develop into their natural vase shape. Pink Tabebuias to be allowed to obtain their natural shape. Will not only trim around the outside circumference of the tree. Recommended annual trimming should be kept to about 25% of the tree canopy. Hard cutting is stressful on the tree and does not help them survive storms. Will perform pruning in spring and summer for best recovery. Palms Royal Palms shall be kept clean and free of brown fronds and or boots at all times. Sylvester Palms / Silver Bismarck Palms and all non- self -shedding palm varieties shall be trimmed once annually to remove the bottom brown palm fronds. All seed heads shall be removed prior to ripening to prevent falling fruit and staining of surfaces below. Flowering trees and shrubs Shall be trimmed after they have flowered. Hard trimming shall occur in the summer months. Trim seasonal grasses spartina / muhly / fakahatchee once annually to 6" from the ground in the beginning of rainy season. Pest Control/Integrated Pest Management (IPM) Inspect and treat plant material, applying pesticide when pests reach damaging thresholds to include the lake banks. All pesticides and herbicides to be applied by a licensed professional and shall follow the application methods and rates as listed on each individual manufacturer product specification sheet. Apply during cooler hours of the day as mid -day heat can contribute to burning or damage of plants. Best Practices to Avoid Disease and Fungus Florida weather provides year-round opportunities for fungus. The Manager will prevent this by: • Keeping mulch away from the base of plants and trunks. • Trimming overgrown plants to allow for air to circulate. • Monitoring for aphids/ mealy bug/ thrip on shrubs, specimen plantings and ornamental grasses. • Monitoring for webworm or nocturnal caterpillars on bougainvillea — will treat with Orthene or similar product with caution label. • Water landscape beds in the morning hours to allow plants to dry throughout the day. Bimini Bermuda Sod Pest Control Recommendation Dollar spot is possible but is mostly a problem in bermuda that has low fertility levels. Sod webworms and army worms are a threat, mostly in warm rainy months and is easily killed but harder to eliminate or prevent. Grass appears thin and "mowed down" when it has not been mowed, due to worm damage. Bermuda grass mites can occur some years in the dry winter months. Watch for mole crickets and grubs in April and May. Fire ant mounds shall be treated four (4) times per year and will include turf, walkways, and parking medians. Any spot treatments will be done on an as needed basis. General Fertilizer Recommendations The Manager shall follow all State of Florida and Collier County Fertilizer Ordinances at the following links: httn://www.lea.state.fl.us/statutes/index.cftn?Ann mode=Disnlav Statute&URL=0500-0599/0576/0576.htm1 hops://www.colliercoun . fl._ov/your-government/divisions-s-z/zoning-divisionlwatershed-mana eg ment- ITN #21-7898 Packet Pg. 35 3.1.a plans/collier-county-florida-friendly-fertilizer-ordinance All fertilizers to be applied at rates as listed by manufacturer. Will keep fertilizers off impervious surfaces. Fertilize blooming plant materials three (3) times a year at approximately four -month intervals. Shrubs and groundcovers: a minimum 75% slow release, 8-2-12 or 13-3-12 or similar product is recommended. Fertilizers should have organic nitrogen content of 50% and contain added sulfur and iron. Palms will benefit from additional application of magnesium sulfate, manganese sulfate, and sulfate potash magnesia on an annual basis. Will not apply fertilizer close to the trunk; apply at palm drip line where possible. Hibiscus require additional iron. Annual application of chelated iron is recommended. Bird of Paradise and bougainvillea require high concentration of organic fertilizer such as turkey litter or compost. Turf Fertilization Monthly fertilization program will follow University of Florida IFAS recommendations based on the turf at specified location. See link below: hltps:Hedis. ifas.ufl.edu/1h014#:—:text--A%20recent%20revision%20of%20the,be%20made%20during%20the%2 Ofall. Bimini Bermuda Sod Fertilization Recommendation 15-0-15 or 12-0-12, 50% slow release with minors is a common golf course ratio. Four pounds of Nitrogen (N) per 1000 SF annually, (preferably 4 times per year). During the Collier County summer fertilizer lock out period foliar iron treatment is helpful. The Manager will follow the Collier County Fertilizer Ordinance. Summer rainy season is an important time to build strong turf when it is growing the most. Spot fertilization can be very helpful in high traffic wear spots. Shrub Fertilization Annual Fertilizer applications based on IFAS recommendations. Palm Fertilization Annual Fertilizer applications per year based on IFAS recommendations and general recommendations as outlined above. Landscaped areas within 30 feet or large established palms shall be fertilized with an 8-2-12-4 Mg with tungsten (W), potassium (K) and magnesium (Mg) being in slow -release form. The fertilizer shall also contain 1-2 percent iron (Fe) and manganese (Mn) plus trace amounts of zinc (Zn), copper (Cu) and boron (B). Any product to be used near palms in landscaped areas shall be approved by the Contract Manager before use. Shrub IPM Inspect and treat plant material, applying pesticide when pests reach damaging thresholds. Irrigation Maintenance The Manager shall inspect the irrigation system bi-weekly, per industry standard. The Manager shall report any broken sprinkler system parts or damage to County property found immediately to the County's Contract Administrator or designee for repair. The Manager is responsible for broken systems or parts and is required to repair the damage at no charge to the County. The Manager shall inspect and test rain shut-off devices and other components and zones in the irrigation system monthly and shall reset zone times accordingly. Minor adjustments and repairs such as head/emitter cleaning or replacement, filter cleaning, re -aiming of heads to keep water out of the street, small leaks, and minor timer adjustments shall be made. The Manager, shall in perpetuity, allow for the application of/z inch - 3/4 inch of water per irrigation cycle. During regular service times, the Manager will note and report to the County any symptoms of inadequate or excessive irrigation, drainage problems, etc. ITN #21-7898 Packet Pg. 36 3.1.a Bimini Bermuda Sod Irrigation Recommendations Typically, three (3) times per week. Watch for hot spots in dry periods and adjust zone timing, or possibly add a larger flow head if just one (1) area shows hot spots. This will be adjusted seasonally depending on the weather pattern. Repairs or system service beyond the above scope will be charged to the County on a time and material basis for actual repairs only, not for the full monthly check if repairs are made at that time. The Manager will notify the County of the nature of the problem before repairs are made. Aeration/Top Dress Aeration and top dressing of areas shall be done once per year. Depending on traffic and use, high traffic areas may require this more than Ix per year. Aeration and top dress of Bermuda Grass Aeration and top dress with 5/8th tines at 2 — 2.5 inch spacing at least once a year for the first two years. As the turf ages more organic material or thatch accumulates in the soil profile. The older the grass, the more you should try and aerate to eliminate compaction and organics from the soil. It would be ideal to pull plugs from aerating followed with a heavy topdressing. This should also be followed with some sort of drag mat to push the sand into the aerated holes. Mulching Plant Beds, jogging paths, parking lot heads, and all other mulched areas shall be mulched twice per year (once in October and once in April/May). The mulch product shall be "Pro-Euc" and shall be prepped prior to mulching so mulch allows percolation. Mulch will not be placed against trunks of palms, trees, and plants. Mulch shall be kept six (6) inches away from the trunk of the tree or palm. After application, mulch needs to be removed from impervious areas. The mulch shall be placed to provide a three-inch (3" +) non -compacted or unsettled depth measured from the existing soil grade. Touch ups may be required if there is a heavy rain. Specialty plant beds in high traffic areas may utilize a mocha brown rubber vigoro mulch for aesthetics. Native yard areas do not require annual mulching. Mulching around the lake perimeter, in landscape beds, are also be included in the proposal. Proposal will be provided if areas keep washing out and we need to replace with stone or other materials. General Maintenance Recommendations Royal Palms Royal Palms shall be kept clean and free of brown fronds and or boots at all times. Support stakes on royal palms planted with bougainvillea shall be removed in December, following hurricane season to allow bougainvillea to grow around the trunks. Refer to bougainvillea section below. Fertilize as part of regular fertilizer program. Bromeliads Blooming occurs in different stages, seasons and naturally the parent plant will slowly die after blooming. As the parent plant slowly dies, offsets/pups will also grow to start over. Remove dead parent plans every few months. Separate and plant new pups in areas where parent plans have expended to infill beds to maintain full appearance. The Neoregelia and Aechmea species were selected due to their full sun light tolerance. However, extremely dry conditions can stress and cause blanching, sunburn spots or holes on leaves. Run irrigation during dry conditions more frequently to keep roots moist and to prevent stress. Hand clip stressed leaves during regular maintenance activities. Fertilize with dilute, soluble fertilizer at about 1/8 to''/2 the strength on the label with a 20-10-20 (Peat Lite Special) or 20-10-30 as per species requirements. Do not over fertilize in the winter months. Will not allow bromeliads to ITN #21-7898 Packet Pg. 37 3.1.a become completely dried out. Dombeya Hard trim up to two times per year due to fast growing rate. Will hard trim at beginning of rainy season to reduce weight and mass on plants during wind and rain events. Trim to 4' from ground. Maintain 6-8' width and diameter when in full bloom. Bougainvilla Train to height of 8'-10' feet on Royal Palm Trunks (tallest possible to be maintained without use of ladders) to create columns of color, foliage to ground. Support with ties around trunk (rope or dark green tie tape). Check ties annually to ensure no girdling of trunk as palms mature. Power -sheer bougainvillea during the summer. Cut no more than 1' off the trunk and trimmed at 6' to top. Stop sheering from November until June or beginning of summer rainy season. Cut stems/shoots that extend 18" from trunk. Keep trimmed away from walkways. Once stakes are off the royal palms, train some of the bottom vines to the sides (east and west) for full column effect. Bulbine Deadhead spent flower stalks as needed. Will not over -water. Perennial Peanut Maintain weed free. Hand pull weeds. Edge runners along bed edges with metal edger. Will not apply herbicide or maintain edges with herbicide. Mow once a year to height of 3" during rainy season. Burle Marx Philodendron Philodendron runners may need to be pruned back from overtaking specimen bromeliads or from growing over landscape lighting from time to time. Will clip with hand pruners. Stakes Will remove all large tree and palm stakes and support ties within one year of installation. Remove stakes on ornamental or specimens six months after installation or following hurricane season. If any shifting or settling of root ball or trunk occurs inspect tree or shrub for health and quality. Remove and replace any trees/shrubs that have root rot or defects. Irrigation Pump System Preventative Maintenance Work shall be performed four (4) times per year and will include the following: 1. General pump station cleaning — Exterior/Interior = Pressure wash/Vacuum 2. Inspect hydraulic connections and check for proper torque 3. Lubricate centrifugal pump bearings and inspect pump shaft seal for wear / leaks 4. Inspect fan, heater and pressure transducer/gauges and clean air filters 5. Inspect / torque electrical connections on pump controls 6. Test -run pump system to ensure proper operations from min. to max. flows 7. Confirm Variable Frequency Drive (VFD) parameters and tune as required 8. Pressure clean and inspect Auto -Flush Filter System (If equipped) 9. Inspect pump intake/discharge system, cleaning intake screen as needed Notes: 1. Scope of work is limited to inspection of the irrigation pump system and warranty repairs. 2. Additional repairs identified during each inspection must be authorized by a representative of the County 3. Each inspection will be documented with a completed check list. 4. The Manager is not responsible for electrical surge or existing damage caused by neglect. 5. Preventive Maintenance intervals shall be adjusted based on changes in site conditions. 6. The Manager is not responsible for water source quality (i.e., debris, pH, staining and etc.). 7. The Manager will respond within 36 hrs.(weekdays) to service requests outside of this agreement. ITN #21-7898 Packet Pg. 38 3.1.a Exhibit A-2 Janitorial Scope of Services Paradise Gast Snorts Facilitv Janitorial Location Services Days Sq. Feet Event Specific; AS NEEDED; Labor/ supplies Welcome Center Interior 3xs; MWF 6597 Event Specific: Before, during, & after Welcome Center Exterior Restrooms 7xs 848 Event Specific: Before, during, & after Market Interior 3xs; MWF 553 Event Specific: Before, during, & after Market Exterior Restrooms 7xs 798 Event Specific: Before, during, & after Ticket Booth 3xs; MWF 143 Event Specific: Before, during, & after Maintenance 3xs; MWF 3015 Event Specific: Before, during, & after Satellite Restrooms 7xs 1811 Event Specific: Before, during, & after Cove Restrooms 7xs 132 Event Specific: Before, during, & after Stadium 1st floor locker rooms 2xs; MF 2146 Event Specific: Before, during, & after Stadium 1st floor exterior restrooms 2xs; MF 3612 Event Specific: Before, during, & after Stadium 2nd Level Restrooms 2xs; MF 271 Event Specific: Before, during, & after Stadium Suites & Main Corridor 2xs; MF 3919 Event Specific: Before, during, & after Stadium Elevator vestibules and stairwells 2xs; MF 924 Event Specific: Before, during, & after N/S Stadium Concessions TBD 1102 Event Specific: Before, during, & after Stadium Commissary 2xs; MF 348 Event Specific: Before, during, & after Stadium First Aid/Security 2xs; MF 393 Event Specific: Before, during, & after Stadium total TBD 12715 Event Specific: Before, during, & after Daily General Tasks • Empty all personal waste baskets, to be disposed of to the site's dumpster. • Clean and vacuum all carpeted areas • Remove any gum, tar, or other foreign matter from floors within 25' of entrance exterior • Sweep and damp mop all hard surface floors • Spot clean walls. Clean light switches, doors, handles, display cases, elevators/panels, counters shelves and laminated plastic services. • Clean and sanitize drinking fountains Restroom Tasks • Clean sinks with detergent/disinfectant • Clean counters with detergent/disinfectant • Supply and resupply paper towels, soap, toilet tissue, seat covers, feminine hygiene products, etc. • Clean all stall walls, doors, exposed tile, shower walls, and walls around urinals and toilets with detergent/disinfectant • Clean out urinal screens on a bi-weekly basis • Clean toilets under basins, around toilets and urinals using detergent/disinfectant • Damp wipe ledges • Clean and polish mirrors, soap dispensers, washbasin, and all plumbing fixtures • Sweep and then wet mop floors using detergent/disinfectant ITN #21-7898 Packet Pg. 39 3.1.a • Clean all door handles inside and out • Report any maintenance issues to the Collier County Maintenance supervisor Entry Tasks • Sweep and pick up inside and outside entrances within a radius of 25 ft. • Empty and install new black or white liner bag in trash cans, if necessary. • Clean entrance door handles, inside and outside • Shake and sweep down exterior/interior floor mats • Empty cigarette receptacles • All doors, door handles, sliding and glass panels shall be cleaned with damp cloth • Vacuum all pedigrid systems • Clean all security blue boxes (Security call boxes that are located at most entrances to county buildings). Weekly General Tasks as part of the regular daily service • Dust all horizontal (excluding desktops/monitors/phones) and vertical surfaces that are readily available and visibly require it. • Clean all doors, frames, kick and push plates with damp cloth • Clean all A/C vents reachable with extension rod • Sweep and damp mop all stairs and landings • Damp wipe ledges • Clean and polish mirrors, soap dispensers, wash basin and all plumbing fixtures • Sweep and then wet mop floors using detergent/disinfectant • Clean all door handles, inside and out • Report any maintenance issues to Collier County Maintenance Supervisor Monthly General Tasks • Dust all ceiling fans, top of bookcases, etc. anything reachable with an extension rod • Wash/wipe down building lobby walls and high traffic areas, if necessary • Wipe down all non -upholstered furniture • Dust blinds (vertical and horizontal) General Tasks: Quarterly (every 3 months) as part of daily service • Strip and refinish all hard floors — including but not limited to hallways, lobbies, elevators, restrooms, and open offices, etc. (schedule with building occupants) • Clean all grout in tile flooring to maintain original grout color General Tasks: Bi-yearly (Every 6 months) as part of daily service • Vacuum office partitions (if necessary) • Clean exterior lst floor windows and interior windowpanes on all buildings • Steam clean upholstered furniture as requested by County personnel within each facility. • Truck mount or backpack hot water or steam extract all carpets and pedigrid systems in all buildings or use dry cleaning method at client's request Detailed Cleaning Specifications Detailed Specifications - The following information is a detailed explanation of the minimum expected on each task. ITN #21-7898 Packet Pg. 40 3.1.a Trash Removal The Manager shall include the cost of trash removal and the black or white plastic liners in its unit price. The County shall provide dumpsters or compactors at each site. The Manager shall provide appropriate equipment for office trash removal to avoid the possibility of floor damage due to the dragging of trash bags or containers through buildings. Any damage to carpets and floors caused by dragging bags or containers will be repaired or replaced at the Manager's expense. The Manager will immediately clean any dragging stains on carpet or concrete. No drag lines will appear while emptying inside or outside garbage. Recyclable Material Removal The Manager shall instruct its employees to ensure that all materials remain separated, as any mixing of materials shall impair the possibility of recycling. All recycling shall be placed in outside receptacle, loose, not in plastic bags. All recyclable materials and their revenues are the property of Collier County. The removal of all recyclable materials shall conform to all applicable Federal, State, or Local laws. Vacuuming Carpets All carpeted areas shall be totally and completely vacuumed each service day( NO EXCEPTIONS) leaving them free from visible dirt and debris. Special attention shall be paid to baseboards and corners. All carpeted areas shall be vacuumed using motorized vacuum with brush/ beater bars with a hepa- filter 0.3- micron filtration system and dual motors. The County requires that the system meets or exceeds the stated vacuum requirements. Currently, all sites have vacuums that are available for use until replacement is necessary, then the Manager is responsible for replacement with appropriate filtration system and must provide information on vacuum model to Facilities for approval. All stains must be removed each night. If stain cannot be removed, the area stained shall be reported in writing to the Maintenance Supervisor within twenty- four (24) hours. Basic Cleaning All washable surfaces, including but not limited to office furniture, office partitions, counters, stainless steel, around light switches, window sills, bulletin boards, shelves, display cases, laminated plastic surfaces, elevators and elevator panel boards, shall be cleaned using a micro- fiber cloth dampened in an all- purpose cleaner unless otherwise specified. All stair hand railings shall be cleaned weekly. Stairs shall be swept and wet mopped weekly. Interior/ Exterior Glass Cleaning All washable interior glass surfaces including but not limited to side panels, display case glass, glass walls and doors, and security/ privacy glass shall be cleaned on service days by a cloth dampened in a window cleaner. All 1 st Floor exterior windows of each building shall be cleaned every six (6) months, or more often if needed. The interior panes of windows shall be cleaned every six (6) months; or more often if needed. Entry Cleaning Entrance area cleaning shall be performed on service days and shall include but is not limited to: All doors, sliding glass panels, and side windows shall be cleaned with a cloth dampened with glass cleaner. All debris including but not limited to paper, gum, leaves, cigarette butts and cobwebs shall be removed daily, both on the inside and outside of the entrance including all porches up to twenty- five (25) feet in front of EACH entrance. All door and window frames, doorknobs and push bars (inside and outside) shall be cleaned with a cloth dampened with an all-purpose cleaner. All pedigrid entry systems shall be vacuumed on service days. All pedigrid entry systems shall be deep extraction cleaned twice per year. Floor Mats All floor mats located in either the exterior or interior of the facility shall be swept on service days. Drinking Fountains All drinking fountains are to be cleaned on service days with a germicidal cleaner. The entire drinking fountain shall be free of streaks, stains, spots, smudges, scale and other obvious removable soil. ITN #21-7898 Packet Pg. 41 3.1.a Sweeping/ Wet Mopping Hard Floors All hard surface floors shall be swept, using a microfiber dust mop and then damp mopped on service days. This includes but is not limited to elevator floors, restroom floors, office floors, and hallways. All Community Center hard surface floors shall be swept, and damp mopped every service day. Warning barricades (with dual language) shall be used always when any surface is damp. A micro- fiber mop shall be used for sweeping. For damp mopping, an all- purpose cleaner or germicidal cleaner shall be used. Ash Receptacles Wall -mounted ashtrays and floor -type ash receptacles within the area shall be emptied and returned to their locations. The wall mounted and floor -type receptacles with removable ashtrays in public areas shall be damp wiped with a cloth to remove evident soil. Any cigarette butts surround the receptacle within 10' will be picked up and disposed of. Dusting All horizontal surfaces less than ten feet (10') above the floor that do not require being damp wiped shall be dusted weekly using a microfiber dust cloth. No feather dusting allowed without exception. All picture frames, clock face glass, and any surface under eight feet (8') above the floor shall be dusted weekly. All AC vents (supply/ return) shall be cleaned weekly, if reachable with an extension rod. All ceiling fans and tops of bookcases (with no items) shall be cleaned monthly, if reachable with an extension rod. Doors All doors, door handles (front and back), door frames, and kick and push plates shall be cleaned every service day, or more frequently if needed, using a dampened micro- fiber cloth. All switch plates shall be cleaned including the area around them. Spray Buff Hard Floors All hallways, tile and terrazzo floors shall be spray buffed every three (3) months to maintain a high glossy uniform finish on the floor. All movable furniture and objects shall be moved out of the area. Locker and shower floors shall be scrubbed every three (3) months. County must be notified at least five (5) business days prior to scheduled cleaning. All furniture, waste receptacles, etc. must be returned to original positions after floors have been cleaned so employees can begin work the following morning. Vending Machines The surfaces of all vending machines, including the top, shall be cleaned weekly; or as needed. Walls/ Baseboards All walls and baseboards shall be spot washed as needed, unless otherwise specified in these specifications. Blinds All mini -blinds, vertical blinds and horizontal blinds shall be dusted monthly using a damp micro -fiber cloth or a vacuum cleaner with the proper attachment to remove all dust, smudges and dirt. No feather dusting permitted without exception. After cleaning, the mini blinds shall be straightened and returned to their original position. Dry Clean Carpets Dry cleaning may be substituted by extraction at the Facility Manager' s discretion. This is the preferred method for cleaning small spots daily. County must be notified at least five (5) days prior to schedule cleaning. ITN #21-7898 Packet Pg. 42 3.1.a Strip& Refinish Hard Floors The hard floors in all closed and open office areas, hallways, lobbies, elevators, and all restrooms shall be stripped and refinished every three (3) months. Hosing of the floor shall not be permitted. County must be notified at least five (5) days prior to schedule cleaning. Furniture Fabric Cleaning All non- upholstered furniture shall be cleaned monthly. All upholstered furniture shall be steam- cleaned semi- annually as needed and requested by each individual division. Furniture surfaces and legs shall be cleaned as required. The fabric found on office partitions shall be vacuumed bi-annually. Deep Extraction Carpet Cleaning All carpets shall be cleaned twice (2) a year. All departments must be notified at least five (5) days prior to scheduled cleaning. Scheduling, Employee Work Hours and Wages The Manager shall be responsible for the scheduling of its employees to accomplish the tasks and cleaning requirements specified in the Specified Tasks and Frequency Schedule at the times designated by the building - cleaning schedules found in these specifications. Employee scheduling shall be enough (7 days) to allow for compliance with the Specified Tasks and frequency schedule as referenced above. The Manager has the prerogative to increase the number of employees on the job to ensure compliance with the contract specifications, at no cost to the County. Evening start -time for the Manager personnel shall be at 5:00 pm, unless otherwise arranged or designated. The Manager's employees shall not start earlier without the express consent from the Facility Manager and the Manager's supervisory personnel. In the event of evening meetings being conducted in County facilities, the Manager shall be responsible for proper cleaning provided the meetings end by 9:00 pm. When meetings end after 9:00 pm, the Manager shall be responsible for cleaning the area the next morning, with no deduction made from the Manager's invoice. Recycling Removal of recycling will take place on service days. All facilities, not on the main government complex, must have exterior recycling containers, as per County ordinance, for use by the janitorial staff or decide to remove recycling from the facility. Janitorial staff is not required to separate recycling out of trash/ recycling containers nor breakdown boxes prior to removal. All recycling shall be placed in outside receptacle, loose, not in plastic bags. Supplies and Equipment Specifications It shall be understood and agreed that all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. General Specifications All equipment and supplies shall be Green Seal Certified, where applicable. Any changes must be approved by the Facilities Director or his designee. Changes can be requested by the Facilities Director or his designee. Proof, by invoice or packing slip, shall be shown to Facility Manager that acceptable supplies are provided. Through the use of cleaning products and/ or chemicals, the Manager is representing to the County that it has the experience and knowledge to prevent use of such supplies/ chemicals singularly or in combination in such a manner to pose or cause a risk or threat of actual harm to the public, Manager's employees or the County' s employees. Reference of Green Seal Certified Products: https:// greenseal. org/ certified- products- services. Supplies The following supplies shall be provided by the Manager and installed in the proper locations, and shall conform to GREEN SEALCERTIFICATION: https:// greenseal. ore/certified- products- services: a. Toilet tissue shall be two- ply— GS- 1 ITN #21-7898 Packet Pg. 43 3.1.a b. Paper towels shall be multifold, center pull, roll, etc.— GS- 1 c. Hand soap. GS- 41 d. Trash liners— Black or white liners for trash and clear liners for recycling e. Urinal floor screens f. Toilet Seat Covers g. Feminine Hygiene products— Guards# 147 or equivalent; Women' s sanitary product h. Hand Sanitizer for dispensers i. Wax bags j. Batteries for dispensers Germicidal Cleaner Germicidal cleaner shall be Green Seal Certified, if appropriate. The product shall not cause any surface deterioration when used properly and shall not cause color to bleach or bleed. All containers shall be labeled with the hazardous agent noted and necessary precautions indicated. Bleach may be used at approved locations. All -Purpose Cleaner The cleaner shall be made from high quality soaps, abrasives and disinfectant agents, uniformly mixed. It shall not cause colors to bleach or bleed. The all-purpose cleaner shall be Green Seal Certified, if appropriate. Stainless Steel Cleaner Stainless Steel Cleaner shall be Green Seal Certified, if appropriate. Bowl Cleaner Bowl cleaner shall be chemically effective for removal of scale, film, plumbers stone or organic material. It shall also clean and deodorize without damaging the finish or fittings. The bowl cleaner shall be Green Seal Certified, if appropriate. Glass Cleaner Glass cleaner shall be a blend of synthetic organic detergents, alcohols, solvents, and germicidal components; it shall not contain any perfume, ammonia or inorganic alkalis. The glass cleaner shall be Green Seal Certified, if appropriate. Floor Finish, Sealer, and Stripper All specifications for floor finishes, sealers, and strippers shall conform to the manufacturer' s instructions. Floor finish shall be completely waterproof within twelve (12) hours after application. Floor finish shall be non - yellowing on the floor and should be milk white in the original container rather than tan. Floor finish shall be Green Seal Certified, if appropriate. Cleaning Equipment All rotary machines used for buffing purposes shall be hi- speed machines. When dusting is required, micro -fiber cloths and equipment shall be used. Feather dusting is not permitted. Micro -fiber mops shall be used to eliminate the scattering of dust. ITN #21-7898 Packet Pg. 44 3.1.a Exhibit B Performance Criteria The Manager shall provide the following supporting documentation to substantiate the following activities for reimbursement: Deliverable 1: Maintain staff and compensation per Exhibit C Manager's Compensation, Exhibit D Operating Budget, Exhibit E Pro -Forma and Exhibit F Key Personnel and Fixed Payroll Compensation and as outlined in the Facility Operations Manual. Progress and detail of this deliverable will be evidenced by providing the County with a monthly payment record, including a direct deposit transaction detail report for each employee receiving payment during the period. Deliverable 2: Provide a monthly report of all receipts to support the expenses being submitted for reimbursement and a transaction detail report. Deliverable 3: Maintain and update a search engine optimized website and social media accounts that highlight the Facility, Collier County, and the Paradise Coast region. Each month the Manager will provide an analytics report for the period along with Deliverables 1 and 2. Deliverable 4: Manager shall provide a monthly review of the Facility, including the events held at the Facility during the monthly, a look ahead to the next quarter, and a profit and loss statement. This profit and loss statement will calculate the monthly remittances to the County. This report will be prepared and submitted monthly to the County. The Manager shall present each quarterly report to the Tourist Development Council at its next available meeting, or the earliest date thereafter at the convenience of the Council's agenda. Deliverable 5: Development and submission of a preliminary annual budget for the following fiscal year by May 1 st of each year for review for inclusion in the County budget process. Deliverable 6: Submittal of an annual business plan for the Facility by October 31 after theclosing of each fiscal year. The annual report shall include a year-end review of the concluding year and goals, and also outline the budget, and strategy for the upcoming fiscal year. The annual business plan will be presented to the Tourist Development Council and Board of County Commissioners at the next available meeting. ITN #21-7898 Packet Pg. 45 3.1.a Exhibit C Manager's Compensation During the Term of this Agreement, Manager shall receive compensation from the Owner according to the following: 1. Deferred Incentive Fee. During the Term, Owner agrees to pay to Manager a Deferred Incentive Fee based on the Net Operating Income (without any allocation for debt, taxes, depreciation, amortization, capital, maintenance and utilities and represented as "Net Operating Income" on the attached Exhibit C) of the Facility in any given Operating Year once the Facility Net Income is positive. The split will be based on the following scale: • For NOI between $0 - $1,000,000 NOI: 50% to Manager • For NOI between $1,000,001 - $2,000,000 NOI: 40% to Manager • For NOI greater than $2,000,000: 20% to Manager Such calculations shall be made by Manager within thirty (30) days of the ending of each month and then, following submission to Owner of a clean invoice, paid to Manager in accordance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act" with the intent by Owner, however, to pay Manager as promptly as possible. If any month is a negative NOI, Manager will credit the deficit amount back to the Owner, so the Year -To -Date NOI payment performance equate to the cumulative percentages outlined above. 2. Corporate Services Fee. During the Term, Owner will not be responsible for any of Manager's corporate office service fee. Manager will be responsible for covering all costs of its corporate support services to the Facility. Manager will be reimbursed for its corporate travel for the benefit of the Facility per policies attached herein. 3. Payroll Compensation. During the Term Owner shall pay to Manager the Employment Costs for all employees at the Facility (collectively, the "Payroll Compensation"), in accordance with the time proscribed in the Local Government Prompt Payment Act, however with the intent of Owner to pay Manager as promptly as possible after receipt by Owner of a clean invoice for such expense. Manager will deliver to Owner an invoice for its actual Employment Costs no later than the 5t' day of every month. For purposes of this Agreement, the term "Employment Costs" shall mean the total salary and compensation for the Manager's Employees at the Facility plus any fringe benefits including health insurance, etc. ITN #21-7898 Packet Pg. 46 3.1.a Exhibit D Operating Budget FY21-22 Estimated Revenue Revenue Year 0 FY21-22 Rental Baseball/Softball Tournaments $71,375 Rental Multi -Purpose Field Tournaments $92,999 Outdoor Baseball/Softball $35,000 Outdoor Soccer $6,000 Outdoor Football $10,125 Outdoor Lacrosse $5,900 Outdoor Field Rental $87,846 Concerts & Special Events $25,000 Parking $224,250 RV Parking $0 Adventure/Zipline $0 The Factory $35,000 Hotel Rebates $161,315 Food & Beverage $366,712 Photography $15,000 Merchandise $75,540 Sponsorships & Secondary Revenue $125,000 Total Revenue $1,337,062 Expenses Year 0 FY21-22 Rental Baseball/Softball Tournaments $10,706 Rental Multi -Purpose Field Tournaments $13,950 Outdoor Baseball/Softball $12,800 Outdoor Soccer $2,040 Outdoor Football $2,903 Outdoor Lacrosse $1,822 Outdoor Field Rental $4,392 Concerts & Special Events $16,250 Parking $50,456 Hotel Rebates $0 RV Parking $0 M .r c 0 c.� c m E a) aM M c x am a E 0 (U N 0 0. W Q ITN #21-7898 Packet Pg. 47 3.1.a Adventure/Zipline $0 The Factory $7,000 Food & Beverage $190,690 Photography $7,800 Merchandise $52,878 Sponsorships & Secondary Revenue $12,500 Total Cost of Goods Sold $386,187 Business Income $950,875 916 ofRevenue 71 Facility Expenses $120,489 Operating Expense $156,705 Management Payroll $476,667 Payroll Taxes/Benefits/Bonus $135,764 Total Operating Expenses $889,625 Net Operating Income $61,249 Landscaping 140,000 Grounds & Maintenance - Utilities - EBITDA ($78,751) c 0 c.� c m E a) am m c x am a E 0 (U N 0 0. W Q ITN #21-7898 Packet Pg. 48 3.1.a Total Revenue & Exoenses Exhibit E Pro Forma SPORTS FACILITIES COMPANIES Revenue Year 0 FY21-22 Year 1 FY22-23 Year 2 FY23-24 Year 3 FY24-25 Year 4 FY25-26 Year 5 FY26-27 Rental BasebalVSoftball Tournaments $71,375 $347,709 $621,544 $726,229 $815,524 $845,332 Rental Multi -Purpose Field Tournaments $92,999 $121,600 $188,800 $302,720 $323,840 $406,560 Outdoor BasebalVSoftball $35,000 $86,000 $103,868 $132,280 $146,933 $163,654 Outdoor Soccer $6,000 $63,000 $75,333 $94,946 $104,893 $116,169 Outdoor Football $10,125 $28,375 $33,731 $42,253 $46,532 $51,363 Outdoor Lacrosse $5,900 $22,500 $28,906 $39,259 $44,920 $51,609 Outdoor Field Rental $87,846 $111,320 $167,174 $189,408 $195,090 $210,990 Concerts & Special Events $25,000 $27,500 $30,250 $33,275 $36,603 $40,263 Parking $224,250 $362,250 $448,500 $621,000 $638,250 $741,750 RV Parking $0 $0 $0 $0 $0 $0 Adventure/Zipline $0 $0 $0 $0 $0 $0 The Factory $35,000 $42,000 $44,100 $46,305 $48,620 $51,051 Hotel Rebates $161,315 $218,168 $420,735 $713,125 $769,300 $861,700 Food & Beverage $366,712 $443,747 $1,296,486 $1,575,179 $1,702,753 $1,842,541 Photography $15,000 $133,650 $357,500 $480,000 $615,000 $680,000 Merchandise $75,540 $180,668 $362,385 $512,715 $587,655 $677,865 Sponsorships & Secondary Revenue $125,000 $150,000 $200,000 $250,000 $250,000 $300,000 Total Revenue $1,337,062 $2,338,486 $4,379,311 $5,758,694 $6,325,912 $7,040,848 Expenses Year O FY21-22 Year 1 FY22-23 Year 2 FY23-24 Year 3 FY24-25 Year 4 FY25-26 Year 5 FY26-27 Rental BasebalVSoftball Tournaments $10,706 $48,824 $86,566 $99,704 $110,533 $115,004 Rental Multi -Purpose Field Tournaments $13,950 $18,240 $28,320 $45,408 $48,576 $60,984 Outdoor Baseball/Softball $12,800 $37,640 $45,460 $54,763 $60,829 $65,907 Outdoor Soccer $2,040 $21,090 $25,219 $30,699 $33,915 $36,929 Outdoor Football $2,903 $8,208 $9,757 $11,875 $13,078 $14,235 Outdoor Lacrosse $1,822 $7,425 $9,539 $12,955 $14,824 $17,031 Outdoor Field Rental $4,392 $5,566 $8,359 $9,470 $9,754 $10,549 Concerts & Special Events $16,250 $17,875 $19,663 $21,629 $23,792 $26,171 Parking $50,456 $81,506 $100,913 $139,725 $143,606 $166,894 Hotel Rebates $0 $0 $0 $0 $0 $0 RV Parking $0 $0 $0 $0 $0 $0 Adventure/Zipline $0 $0 $0 $0 $0 $0 The Factory $7,000 $8,400 $8,820 $9,261 $9,724 $10,210 Food & Beverage $190,690 $230,748 $674,173 $819,093 $885,431 $958,121 Photography $7,800 $69,498 $185,900 $249,600 $319,800 $353,600 Merchandise $52,878 $126,467 $253,670 $358,901 $411,359 $474,506 Sponsorships & Secondary Revenue $12,500 $15,000 $20,000 $25,000 $25,000 $30,000 Total Cost of Goods Sold $386 187 $696,487 $1,476,357 $1,888,084 $2,110,222 $2,340,141 Business Income $950 875 $1,642,000 $2,902,955 $3,870,610 $4,215,690 S4,700,706 %of Revenue 71% 70% 66% 67% 67% 67% Facility Expenses $120,489 $239,556 $256,398 $262,863 $273,632 $282,133 Operating Expense $156,705 $301,859 $336,493 $393,148 $418,354 $448,506 Management Payroll $476,667 $657,000 $683,280 $710,611 $739,036 $768,597 Payroll Taxes/Benefits/Bonus $135,764 $205,774 $288,857 $336,886 $358,935 $388,235 Total Operating Expenses $889,625 $1,404,188 $1,565,028 $1,703,509 $1,789,956 $1,887,471 Net Operating Income $61,249 $237 811 $1 337 927 $2 167 101 $2,425 734 $2 813 235 Landscaping 83,000 165,000 180,000 185,400 190,962 196,691 Grounds & Maintenance - - - - - - Utilities EBITDA $21 751 $72,811 $1 157 927 $1,981,701 $2 234 772 $2,616,544 Deferred Management Incentive Fee $ 30,625 $ 118,906 $ 635,171 $ 933,420 $ 985,147 $ 1,062,647 M ..r c 0 c d E d Im M C K c� G 0 (U fn 0 0. Cn M O N O M to L T N O Q ITN #21-7898 Packet Pg. 49 3.1.a Exhibit E 0 M Pro Forma O c m Facility Expenses d Expense Notes Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Janitorial Expenses $22549 $56378 $67078 $70018 $76,058 $79861 Supplies $33:017 $36:551 $37:099 $37:655 $38,220 $38:794 M In, Maintenance $42,387 $105,000 $106,575 $108,174 $109,796 $111,443 CC Field Painting/Striping Supplies and Labor $22,536 $41,627 $45,646 $47,016 $49,557 $52,035 G Total Facility Expense $120,489 $239,556 $256,398 $262,863 $273,632 $282,133 1 X Operating Expenses E O Expense Notes Year Year Year Years Accounting Fees $8,300 $10,500 $10,658 $10,817 $10,980 $11,144 N Bank Service Charges $20,120 $43,770 $83,586 $110,174 $121,518 $134,817 Communications $16,600 $21,000 $21,315 $21,635 $21,959 $22,289 O Employee Uniforms $2,490 $3,150 $1,500 $1,523 $1,545 $1,569 0.Marketing and Advertising $88,781 $93,539 $87,586 $115,174 $126,518 $140,817 Insurance $33,293 $70,155 $71,207 $72,275 $73,359 $74,460 Legal Fees $8,300 $10,500 $10,658 $10,817 $10,980 $11,144 Licenses, Permits $8,300 $10,500 $10,658 $10,817 $10,980 $11,144 N% Office Supplies $4,150 $5,250 $5,329 $5,409 $5,490 $5,572 Software $11,952 $15,120 $15,347 $15,577 $15,811 $16,048 Travel and Education Tntat rinnrntina Exnenrwe $14,525 415A_7n5 $18,375 4Rn1 RSp $18,651 $18,930 .SaA3.14A $19,214 U1A 154 $19,503 S,dGA_SnR 1 N Management Payroll Summary Management Position Notes Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 General Manager Bonus Eligible $91,000 $109,200 $113,568 $118,111 $122,835 $127,749 Director of Operations Bonus Eligible $56,333 $67,600 $70,304 $73,116 $76,041 $79,082 Business Development & Events Director Bonus Eligible $52,000 $62,400 $64,896 $67,492 $70,192 $72,999 Tournament/Sports Coordinator Bonus Eligible $43,333 $52,000 $54,080 $56,243 $58,493 $60,833 Local Programming/ Sports Coordinator Bonus Eligible $43,333 $52,000 $54,080 $56,243 $58,493 $60,833 Marketing Coordinator Bonus Eligible $39,000 $46,800 $48,672 $50,619 $52,644 $54,749 Director of Food & Beverage/Retail Bonus Eligible $56,333 $67,600 $70,304 $73,116 $76,041 $79,082 Food Service Coordinator $39,000 $46,800 $48,672 $50,619 $52,644 $54,749 Retail Coordinator - $45,000 $46,800 $48,672 $50,619 $52,644 Finance Manager Bonus Eligible $56,333 $67,600 $70,304 $73,116 $76,041 $79,082 ITN #21-7898 Packet Pg. 50 3.1.a Exhibit F Key Personnel and Fixed Payroll Compensation Annual Pavroll Compensation: FY21-22 FY22-23 FY23-24 FY24-25 FY25-26 $ $ $ $ $ General Manager $91,000 $109,200 $113,568 $118,111 $122,835 Director of Operatio� $56,333 $67,600 $70,304 $73,116 $76,041 Business Developm & Events Director $52,000 $62,400 $64,896 $67,492 $70,192 Tournament/Sport Coordinator 1 $43,333 $52,000 $54,080 $56,243 $58,493 Sports Coordinator 2 $43,333 $52,000 $54,080 $56,243 $58,493 Marketing Coordina� $39,000 $46,800 $48,672 $50,619 $52,644 Director of F&B/Retail $56,333 $67,600 $70,304 $73,116 $76,041 Food Service Coordinator $39,000 $46,800 $48,672 $50,619 $52,644 Retail Coordinator $0 $45,000 $46,800 $48,672 $50,619 Finance Manager $56,333 $67,600 $70,304 $73,116 $76,041 Administrative Support $0 $40,000 $41,600 $43,264 $44,995 Payroll Taxes/Benefl $135,764 1 $205,774 I $288,857 1 $336,886 1 $358,935 r R L 0 U r c m E a� a� R c x m a E 0 U N r L0 a CO) r co 0 ITN #21-7898 Packet Pg. 51 3.1.a Exhibit G Manager's Hourly Rates Position Salary Benefits Total Principals $125 per hour $25 per hour $150 per hour Executives $85 per hour $15 per hour $100 per hour Directors $55 per hour $15 per hour $70 per hour Managers $40 per hour $10 per hour $50 per hour Coordinator/Analyst/Specialist $25 per hour $10 per hour $35 per hour Administrative $25 per hour $10 per hour $35 per hour *above rates subject to 3% increase/cost adjustment per year M L c O U c m E a) aM M c ca x a) a E O U N O O. Cn Q ITN #21-7898 Packet Pg. 52 NH38931 I 3.1.b I ACUl2L7 CERTIFICATE OF LIABILITY INSURANCE DATEIN L 1 10/29/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE; BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: Regina Tibbetts Commercial Lines - 800-990-7465 (CA DOI # OG13561) PHONE 603-570-5208 FAX 855-529-7684 A/C No Ext : AIC No Safehold Special Risk, Inc. E-MAIL @ ADDRESS: reina.tibbetts safehold.com 9 230 Commerce Way, Suite 230 INSURER(S) AFFORDING COVERAGE NAIC # Portsmouth, NH 03801 INSURER A: PA Manufacturers Association Ins. Co.. 12262 INSURED INSURER B Sports Facilities Management, LLC INSURER C 600 Cleveland Street INSURER D Suite 910 INSURER E Clearwater, FL 33755 INSURER F : COVERAGES CERTIFICATE NUMBER: 15462986 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO1 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDD/YYYY LIMITS A XCOMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X X 822101 1270982 10/01/2021 10/01/2022 EACH OCCURRENCE $ 1,000,0C PREM IN (Ea o'currRENTEDence $ 300,OC MED EXP (Any one person) $ Exclude PERSONAL & ADV INJURY $ 1,000,0C GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Nor POLICY D PRO JECT ❑ LOC X PRODUCTS - COMP/OP AGG $ 2,000,OC $ OTHER: A AUTOMOBILE LIABILITY 152101-1270982 10/01/2021 10/01/2022 MINED Ea acc dentSINGLE LIMIT $ 1,000,0C BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ x HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLALIAB X OCCUR 652101-1270982 10/01/2021 10/1/2022 EACH OCCURRENCE $ 5,000,OC AGGREGATE $ 5,000,OC LIAB CLAIMS -MADE oCESS ED X RETENTION $ 10,000WORKER $ A YERS'LSATIONILIT AND EMPLOYERS' LIABILITY AND ANYPROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? C (Mandatory in NH) NIA X 202101-1270982 10/01/2021 10/1/2022 x STATUTE EERH E.L. EACH ACCIDENT $ 1,000,0C E.L. DISEASE - EA EMPLOYEE $ 1,000,0C If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,0C A Liquor Liability 822101-1270982 10101/2021 10/01/2022 $1,000,000 Each Common Cause $2,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ** If Contract is Executed for Management of Sports Complex in Naples, FL** Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR, Collier County, it's officers and employees are included as Additional Insured as required by written contract. Coverage is Primary Non -Contributory and Waiver of Subrogation applies Contract #21-7898 Collier County Board of County Commisioners 3295 Tamiami Trail E. Naples, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED If ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE a+ L C O U C N E d i� t4 C M 2 X N Q. E O U N O CL M T �O CD C14 d M U CD ci V C M 7 Yn C c d E z C� M r a The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) Packet Pg. 53 SPORFAC-02 3.1.b 144coRo CERTIFICATE OF LIABILITY INSURANCE FDATE(MMIDD/YYYY) 10/29/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE! BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement or this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Florida HUB NAME: PHONE FAX (A/C, No, Ext): (A/C, No): Hub International Florida One Urban Centre 4830 W. Kennedy Boulevard ADDRESS: HUBlnternationalFlorida@hubinternational.com INSURERS AFFORDING COVERAGE NAIC # Tampa, FL 33609 INSURER A : AIG Specialty Insurance Company 26883 INSURED INSURER B : INSURER C : Sports Facilities Management, LLC 600 Cleveland St; #910 Clearwater, FL 33755 to r C O V INSURER D : INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI! CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR W D POLICY NUMBER POLICY EFF MM DD YYYY POLICY EXP MM DD YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any oneperson) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICYEl PECOT- LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY Perperson) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ W KERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N / A E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liab. 13471725 1/15/2021 1/15/2022 Per Claim/Occurrence 1,000,1 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Claims Made Coverage Retention $10,000 Retro Date: 1/15/2014 If Contract is Executed for Management of Sports Complex in Naples, FL Proposed Agreement #21-7898 Collier County Board of County Commissioners 3295 Tamiami Trail E Naples, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED It ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE r Q ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION The ACORD name and logo are registered marks of ACORD Packet Pg. 54 3.1.d Collier County Administrative Services Department Procurement Services Division COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS INVITATION TO NEGOTIATE (ITN) FOR SPORTS COMPLEX MANAGEMENT SOLICITATION NO.: 21-7898 VIVIANA GIARIMOUSTAS, PROCUREMENT STRATEGIST PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST, BLDG C-2 NAPLES, FLORIDA 34112 TELEPHONE: (239) 252-8375 Viviana.Giarimoustas@colliercountyfl.gov (Email) This solicitation document is prepared in a Microsoft Word format (Rev 8/7/2017). Any alterations to this document made by the Vendor maybe grounds for rejection of proposal, cancellation of any subsequent award, or any other legal remedies available to the Collier County Government. Packet Pg. 55 3.1.d SOLICITATION PUBLIC NOTICE INVITATIOIN TO NEGOTIATE (ITN) 21-7898 NUMBER: PROJECT TITLE: Sports Complex Management ITN OPENING DAY/DATE/TIME: Tuesday July 6, 2021,10:00 AM EST PLACE OF ITN OPENING: PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST, BLDG C-2 NAPLES, FL 34112 All proposals shall be submitted online via the Collier County Procurement Services Division Online Bidding System: httDs://www.bidsvnc.com/bidsvnc-cas/ INTRODUCTION As requested by the Corporate Business Operations Division (hereinafter, the "Division"), the Collier County Board of County Commissioners Procurement Services Division (hereinafter, "County") has issued this Invitation to Negotiate (hereinafter, "ITN") with the intent of obtaining proposals from interested and qualified operators in accordance with the terms, conditions and specifications stated or attached. The operator, at a minimum, must achieve the requirements of the specifications or scope of work stated. It is the vision and mission of the Collier County Board of County Commissioners to bring the residents, tourists, and general Southwestern Florida public a world class multi -purpose sport event and entertainment complex that will be for all ages and types of users including participants and spectators. The County is requesting proposals for management, operation, advertising, and marketing of an up to 180-acre multi -purpose sports event and entertainment complex. The County intends to negotiate a contract with qualified operators that offer a proposal that is deemed to be in the County's best interest, both economically and operationally. The County will share the revenue from, but not limited to the following: income from parking, concessions, registrations, onsite- advertising, admissions, and vender registrations. The operator is expected to manage the following, but not limited to: ticketing/admissions, bookings, concessions, registration, vendors, parking, onsite activation and signage, and entertainment. BACKGROUND Collier County is situated in southwest Florida and spans 2,025 square miles of land area. In 2010, approximately 321,520 of Collier County's 357,870 residents lived in the unincorporated areas of the county; the remainder lived in Naples, Marco Island and Everglades City. Today, the population is close to 387,450 residents, making Collier County the 16th most populous of the 67 counties in the state of Florida — and the richest. The high rate of growth and development trends have resulted in increasing demands for housing and infrastructure, along with heightened expectations for a sustained and improved quality of life by Collier County residents. The County continues to grow at an accelerated rate and is looking to the future by ensuring that all beneficial economic development opportunities are realized. TERM OF CONTRACT The contract term, if an award(s) is/are made is intended to be for five (5) years with two (2) two (2) year renewal options. Prices shall remain firm for the initial term of this contract. Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. DETAILED SCOPE OF WORK 1. PROJECT CONCEPT AND OBJECTIVES 1.1 The County has constructed a multi -use sports, special events and entertainment complex (hereinafter, "complex") to attract and host youth, adult sports leagues, amateur tournament play and a multitude of events designed to draw tourists, local and non -local residents, participants, spectators, and event attendees. Further expansions of the complex are underway with more additions planned for the future. 1.2 The complex must be accessible to local and non -local residents, athletes and event attendees on weekdays, weeknights and weekends when not specifically booked for an event. r �a L 0 U c m E a� a� �a c 0 x m 0. E 0 U 0 0- CO M to 0 N c 0 2 0 Cn w CD 00 ti N c m E s .r Q Packet Pg. 56 3.1.d 1.3 The County anticipates that the complex may include multiple venues and up to twenty-one (2 1) multi -purpose Tielus, a 3,000 to up to 10,000 seat expandable stadium, up to 125,000 square foot indoor facility, and possibly softball/youth baseball fields. The indoor facility will include multiple sports amenities and the ability to host special events, it will include concession areas, restaurant(s), group event and classroom area(s), locker rooms, coach's offices, and other related ancillary facilities. 1.4 The County desires to maximize the use of the complex and its revenue- generating capacity and reserves the right to market the venue(s) naming rights, sponsorship, advertising, and promotional opportunities. 1.5 The County desires to provide and coordinate a broad array of cultural, educational, entertainment, recreation and sporting and other activities and events to meet the demands of the county's residents, visitors, and the adjacent communities. 1.6 The County desires to involve, as much as practical and practicable, the local community in the business and employment opportunities associated with the complex and its events. 1.7 To protect the County's investment, the complex must be maintained at the highest possible level and available in a r declared State of Emergency, as it may be used as a resource for shelter and staging. 1.8 The County intends to negotiate a multi -year "sliding scale revenue sharing model" securing its share of annual 0 V revenue from operation of the complex. The purposes of such are to: (1) place the burden on the offeror to develop a aai realistic business plan and model; and (2) to secure sufficient return on investment (ROI) to the County and offeror. E a� �a 2. SCOPE OF SERVICES Development of Concept and Project Scope of Work m 2.1 The operator will be responsible for studying area demographics and associated metrics to provide input to the Q. o complex's "mix" of facilities and types of events supported. Due to the tremendous investment, the County will U heavily scrutinize business and marketing plans and models to ensure they are reasonable, realistic, and sustainable. � 2.2 The operator will provide input to the project's delivery team and shall conduct a project feasibility study in an effort 0 a cn to determine early issues (i.e., traffic, parking, location, permitting issues, etc.), and identify any features that could M adversely affect their successful operation of the complex. to 0 N 2.3 The awarded operator shall review and evaluate land/project site options, design and assist the County in determining ... features and amenities on the complex to ensure positive revenue growth. 0 c� 2.4 Proposals shall include a draft five-year proforma based on amenities layout alternatives for County's review, .2 discussion, and approval. 0 Cn 2.5 Proposals shall have a complete business plan including one (1), five (5) and ten (10) year income/estimates. w CD 00 An example of revenue sharing may look like the following: ; YEARS 1 & 2, a split of 70% contractor and 30% County N YEARS 3 & 4, a split of 60% contractor and 40% County YEAR 5, a split of 50% contractor and 50% County m YEARS 6 -10, a split of 35% contractor and 65% County s 2.6 The awarded operator shall develop an annual analysis of the economic, regional, and otherwise, of the complex's Q impact through added jobs, taxes, tourism, etc. 2.7 The awarded operator shall provide to the County, at any time per County request, all financial documents including though not limited to receipts, contracts with subcontractors and affiliates, purchasing records, Point Of Sale (P.O.S.), reports, balance sheets, profit and loss documents. All items listed and unlisted will also be provided to the Collier County Clerk of Courts upon request. P.O.S. systems to be used, will be approved to connectivity and to have the ability to communicate with County IT systems. Consulting and Assistance During Design and Construction of the Complex 2.8 The awarded operator will assist the County delivery team (staff, consultants, engineers, architects, and senior management) in developing the project concept and assist in the design build. They will work with the selected Project Architect, at the County's direction, throughout design and construction to coordinate efforts and ensure that the approved concept and scope of work are adhered to. Packet Pg. 57 3.1.d Management, Operation, Advertising and Marketing of the Complex 2.9 The County views its relationship with the operator as a critical partnership. The credibility, viability and financial success of the complex will, to a large degree, depend on the success of this partnership. 2.10 The operator shall run, market, solicit, advertise, and conduct public relations activities for leagues, sporting events, concerts, tournaments, and other gatherings, including special events of substantial size and scope to maximize use of the complex at NO cost to the County. 2.11 Complex is owned and maintained by the County. This will include capital investment and improvements. 2.12 The County intends to negotiate with as many proposers that are deemed qualified to obtain the highest possible ROI that meets the project objectives. The County believes that ROI is directly related to identifying the proper mix of events and fulfilling residents' needs. 2.13 The County will supply landscape maintenance and janitorial services as an aspect of facilities maintenance. This is _, open to negotiations if at any point the operator feels they can perform these services in a manner that provides cost IM savings to the County. 2.14 Operator shall create an annual marketing plan for the complex. 0 V c m 2.15 Operator will follow County travel polices. aEi a� ca 2.16 Operator will conduct backend accounting, sales, operations, and marketing support services. c� 2.17 Additional hires require County approval. Hiring will include everything necessary to run the complex. m 2.18 Operator will collaborate and coordinate with the County's Parks and Recreation Department and Convention and 0. E Visitors Bureau to reduce duplication of efforts. U th le- 2.19 Though the County reserves the right to market the venue(s) naming rights, sponsorship, advertising, and promotional 0 CL opportunities — proposals should include these items with detailed commission structures separate and apart from the co operating proforma. 2.20 Operator shall manage and run unforeseen additions or changes in the construction schedule, or project — as there may co N be future amenities not in the original plan and will be expected to manage, operate, and provide oversight. Additions = may include, but are not limited to: obstacle course, beach volleyball course, hockey rink, or quiet space. 0 cc 2.21 Operator shall manage a hotel booking service for complex events that is capable of securing room blocks with local U_ hotels which includes an online booking solution and is capable of pre and post event reporting on room nights and o revenues. Proposals should detail the model and expected revenue considerations for this platform. The County Cn reserves the right to place cost controls on room booking models. CD 00 ti 2.22 Operator shall run, advertise, and market The Factory, a separate aspect of the whole complex, that includes: • National Fitness Court Programming — Free to the public c m E • Open Air Classroom s M Q • Membership based: Open Air/Functional Fitness o Fully functioning fitness -based membership space with full group class offerings o May sub -contract work as need, with County approval, branding must remain intact. • The Lake trail with workout stations 2.23 Operator shall run, advertise, and market The Cove — food truck bar and pavilion, a separate aspect of the whole complex, that includes: • Vendor management • Health department upkeep Packet Pg. 58 3.1.d • Food truck management and operations • Permit/License Management • Coordination with tournament/event schedule, along with normal operating hours best fit • Concessions for other locations — outside of events. 3. ADDITIONAL REMARKS 3.1 The County reserves the right to retain all proposals submitted and to use any ideas that may or may not be contained in the received proposals, regardless of if a proposal is selected. 3.2 Operator may be asked to take over operations, oversight, and additional inventory of other County owned sites and location, including, but not limited to North Collier Regional Park, Big Corkscrew Island Regional Park, Vineyards Community Park, and Veterans Community Park. The venue will be compensated through rental fees and/or revenue L sharing contract — whichever is more advantageous for both parties at the time. c 0 0 3.3 The County utilizes the work order system City Works. The Project Manager or designee will initiate work to be c performed. Work orders will be submitted to the operator and must be performed within a seven (7) day period, unless E given further notice by management. All work must be discussed and approved by the County prior to work being m performed. All work orders must be returned to the Project Manager or designee with an explanation of work M performed. Locates are required prior to work being performed if work is six (6) inches in depth. x INVITATION TO NEGOTIATE (ITN) PROCESS m Q. E 1.1 The Proposers will submit proposal which will be scored based on the criteria in Grading Criteria for Development of U Shortlist, which will be the basis for short -listing the vendors. y le - The Proposers will need to meet the minimum requirements outlined herein in order for their proposal to be evaluated and Q. scored by the COUNTY. The COUNTY will then grade and rank to at least the top three short-listed vendors and enter CO into negotiations with the top ranked vendor or multiple vendors to establish cost for the services needed. The COUNTY cn reserves the right to issue an invitation for oral presentations to obtain additional information after grading and before the final ranking. With successful negotiations, a contract will be developed with the selected firm, based on the negotiated c�•i price and/or scope of services and submitted for approval by the Board of County Commissioners. 1.2 The COUNTY will use a Selection Committee in the ITN selection process. 1.3 The intent of the scoring of the proposal is for respondents to indicate their interest, relevant experience, financial .2 capability, staffing and organizational structure. Cn 1.4 The intent of the oral presentations, if deemed necessary, is to provide the vendors with a venue where they can conductCD discussions with the Selection Committee to clarify questions and concerns before providing a final rank. ti 1.5 Based upon a review of the proposals, the COUNTY will rank the Proposers based on the discussion and clarifying N questions on their approach and related criteria, and then negotiate with one or more vendors as authorized in Section 11, c Paragraph 7 of County Procurement Ordinance Number 2017-08. m E 1.6 The COUNTY reserves the right to negotiate any element of the proposals in the best interest of the COUNTY. .r GRADING CRITERIA FOR RANKING PROPOSALS: Q 1.7 For the development of a shortlist, this evaluation criterion will be utilized by the COUNTY'S Selection Committee to score each proposal. Proposers are encouraged to keep their submittals concise and to include a minimum of marketing materials. Proposals must address the following criteria: Evaluation Criteria Maximum Points 1. Cover Letter / Management Summary 5 Points 2. Certified Woman and/or Minority Business Enterprise 5 Points 3. Qualifications 5 Points 4. Facility Management and Marketing 20 Points 5. Work Experience 20 Points 6. Vendor Recommendations 10 Points 7. Legal and Contract Challenges 10 Points 8. Price Proposals 15 Points Packet Pg. 59 3.1.d 9. Local Vendor Preference 10 Points TOTAL POSSIBLE POINTS 100 Points Tie Breaker: In the event of a tie at final ranking, award shall be made to the proposer with the lower volume of work previously awarded. Volume of work shall be calculated based upon total dollars paid to the proposer in the twenty-four (24) months prior to the RFP submittal deadline. Payment information will be retrieved from the County's financial system of record. The tie breaking procedure is only applied in the final ranking step of the selection process and is invoked by the Procurement Services Division Director or designee. In the event a tie still exists, selection will be determined based on random selection by the Procurement Services Director before at least three (3) witnesses. Each criterion and methodology for scoring is further described below. EVALUATION CRITERIA NO. 1: COVER LETTER/MANAGEMENT SUMMARY (5 Total Points Available) Provide a cover letter, signed by an authorized officer of the firm, indicating the underlying philosophy of the firm in providing the services stated herein. Include the name(s), telephone number(s) and email(s) of the authorized contact person(s) concerning proposal. Submission of a signed Proposal is Vendor's certification that the Vendor will accept any L awards as a result of this ITN. c 0 EVALUATION CRITERIA NO. 2: CERTIFIED WOMAN AND/OR MINORITY BUSINESS ENTERPRISE (5 V Total Points Available) Submit certification with the Florida Department of Management Service, Office of Supplier Diversity as a Certified Woman and/or Minority Business Enterprise. c c� EVALUATION CRITERIA NO.3: QUALIFICATIONS: (5 Total Points) x m In this tab, offeror shall provide the following to include but not limited to: Q' E 0 • Resumes for ALL key personnel detailing qualifications and past experiences as it relates to similar types of y projects this shall include any subcontractors. Information will include name of individual and where the individual c will be located (geographically) during the project. 0 • A short narrative on each position describing its function and responsibilities as they relate tomanagement. r to O • An organizational chart, which clearly identifies personnel that will be assigned to this project and their placement N within the organization. c • Describe what differentiates you from others and how you will optimize the use of the complex and maximize revenue. EVALUATION CRITERIA NO.4: FACILITY MANAGEMENT AND MARKETING: (20 Total Points) In this tab, offeror shall provide information about its ability in the following areas as it relates to management of a large sports complex: • Administration. • Marketing, including event promotion and production. • Approach to ticketing operations. • Financial Management, including backend accounting reporting structure. Provide sample financial documents including but not limited to profit and loss statements. • Hotel booking service platform for complex events. • Provide proposed staffing structure to operate the complex. Include number of staff, titles of staff, salary/payment structure, part time/full time staff, timeline of hiring, etc. • As part of ensuring a successful partnership, proposals should include a Complex Operating Manual. The operator selected will operate and maintain the facility to the minimum standards outlined in the operating manual. The manual, at minimum, should include: ■ Hours of operations Packet Pg. 60 3.1.d ■ Food and beverage standards ■ Standard operating procedures for facility and recreational staff ■ Minimum maintenance standards and guidelines ■ Quality assurance/quality control procedures ■ Guidelines for merchandise/Food and beverage sales ■ Workflows for programming and registration ■ Purchasing Policies ■ Miscellaneous • Sponsorships and advertising. • Stakeholder relations including the community, local governments, leagues, sponsors/advertisers, and other local eventvenues. • Conducting and marketing local league play - especially in coordination with what is already being offered. • Tourism, including working with local tourism organizations, business development organizations, hotels/motels, r L restaurants, and other potential tourism -related partners to increase hotel/motel occupancy in Collier County rather than adjacent counties. Additionally, please detail your firm's plan and method for tracking hotel occupancy �j success within Collier County and strategies (e.g. incentives, reservation systems, etc.) for preventing out -of - county increases in hotel/motel occupancy which are directly related to activities at the Complex. E EVALUATION CRITERIA NO.5: WORK EXPERIENCE (20 Total Points) a� c c� In this tab, offer shall provide the following to include but not limited to: x m • Identify and describe all completed sports complexes, where the offeror acted as consultant, and as manager, E operator, and maintenance provider of such complexes. Significant event operations where the offeror acted as o the operator acted as the manager and operator may also be considered as acceptable experience. U • The County requests that the vendor submits no fewer than three (3) and no more than ten (10) o completed reference forms from clients (5 years or older) whose projects are of a similar nature to this cn solicitation as a part of their proposal. Provide information on the projects completed by the vendor that best represent projects of similar size, scope and complexity of this project using form provided in Form 5. Along with the references include the following: C4 N o Information for the above -identified projects must include: (1) client's name and address; (2) contact c person; (3) telephone number; (4) original project estimate; (5) actual project cost; (6) original schedule (start/completion dates); (7) actual project schedule (start/completion dates); and (8) summary of major issues affecting the project. Client contact information must be current and accurate. o W Provide existing business structure and financial arrangements for at least two (2) sports complexes of similar size and scope as CD defined herein, of which your firm provides(ed) facility management, operation, and maintenance services. It is recommended ti that your two most successful plans be submitted. The business plans must include projected cash flow statements and N operating budgets. The information provided must provide sufficient detail to ascertain the ventures are successful. o Photographs or renderings of previous sports complex projects, which are relevant to a decision about this complex, should be included. The County requests firms to demonstrate at least three (3) years of E documented successful experience with consulting, start-up, operation, and maintenance of such sports 0 complexes. Examples of documentation may include, but are not limited to proformas, financial statements, Q or advertising documents. The successful firm must provide strong evidence of past and ongoing commitment to local sports organizations and community residents in the availability, scheduling and use of such sports complexes under their current control. EVALUATION CRITERIA NO.6: VENDOR RECOMMENDATIONS (10 Total Points) Offeror shall provide the following: • Recommendations for the provided scope work. • Plans to handle unforeseen additions or changes in the construction schedule, or project — as there may be future amenities not in the original plan that the private contractor will be expected to manage, operate, and provide oversight. Additions may include, but are not limited to an obstacle course, beach volleyball course, hockey rink, or quiet space. Packet Pg. 61 3.1.d • Process for oversight, operations of additional inventory at locations including, but not limited to North o ier Regional Park, Big Corkscrew Island Regional Park, Vineyards Community Park, and Veterans Community Park. EVALUATION CRITERIA NO.7: LEGAL AND CONTRACT CHALLENGES (10 Total Points) In this tab, include but not limited to: • List by case name and case number all pending litigation in which your firm is involved as a party or offeror's officers are involved as parties in their official capacity. Include cases pending in any Federal or State jurisdiction, court, commission, regulatory body, or other authority having the power to determine the rights of parties appearing before it. Also list all arbitrations offeror is involved in as a party and include the name, location, and name & address of the arbitrator(s) for each listing. • Within last five (5) years, have any of your firm's contracts been considered in default, suspended, or terminated for cause? If so, please attach an explanation of the matter, including the name and location of the project, the name and address of the owner's representative, and all pertinent details of the default, suspension, or termination. • Within the last five (5) years, has a contract or any portion of the work connected to a contract, involving your firm, been completed by an Owner or a surety? If so, please attach an explanation providing the name and location of the project, the name and address of the owner's representative, and all pertinent details of the matter. • Within the last five (5) years, has your firm been debarred or suspended, for any reason, by any federal, state, or local government procurement agency? If so, please attach a full explanation. • Within the last five (5) years, has your firm been named in any action, administrative proceeding, or arbitration in which it was alleged that your firm failed to comply with prompt payment of subcontractors? If so, please attach a full explanation. • Within the last ten (10) years, has your firm or any predecessor or related entities, or any officers, shareholders, partners or key personnel of the submitter ever been convicted of or pleaded guilty to any crime (a) related to the bid process for contracts on public or private projects or (b) involving fraud or misrepresentation? If so, please attach a full explanation. EVALUATION CRITERIA NO.8: PRICE PROPOSALS (15 Total Points) Offeror shall provide two (2) separate price proposals as follows: • Frontend management, operation, advertising and marketing of a multi -purpose sports event and entertainment complex— This section should include a copy of the offeror's recommended contract and a complete proposal for management, operation, advertising, and marketing of the completed complex. This must include operational startup costs for future phases. Backoffice accounting, sales, operations and marketing support services— To be included at a consistent rate, with a not -to -exceed annual amount. EVALUATION CRITERIA NO. 9: LOCAL VENDOR PREFERENCE (10 Total Points Available) Local business is defined as the vendor having a current Business Tax Receipt issued by the Collier or Lee County Tax Collector prior to proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier or Lee County from which the vendor's staff operates and performs business in an area zoned for the conduct of such business. c 0 M .2 0 U) w CD 00 ti T N c m E t w Q Packet Pg. 62 (;oe.a;uoo;ueme6euew xeldwoo s:podS : £�90Z) 6uiMueb leui=l 969L-�Z :;uauayoe;;d y J N bA C C 94 -0 N e� C f� c�i O O O O O O r- It N_00 � M 00 CM M M N N H 7A W O\ 00 il- l— V) 11C O U w �a C C iw it C� A C Z W C C Vn M 00 O 00 O l- r- l- N [- W rrIN M oclz ca ct ct z U waw°Ov' �Q> Qy v > �a w 3 DocuSign Envelope ID: 323415F6-E007-4EAB-8CB3-89A2EAE25E73 3.1.f 001[1'er County Administrative Services Department Procurement Services Division Notice of Recommended Award Solicitation: 21-7898 Title: Collier County Sports Complex Management Due Date and Time: July 20, 2021, at 10:OOAM Respondents: Company Name City County State Final Ranking Responsive/Responsible Sports Facilities Clearwater Pinellas FL 1 Yes/Yes Management LLC Sports Facilities Management LLC Vieste LLC Bonita Springs Lee FL 2 Yes/Yes Sports Force Parks, Naples Collier FL 3 Yes/Yes Naples LLC RADD Sports LLC Sarasota Sarasota FL 4 Yes/Yes LST Venues Dallas Dallas TX 5 Yes/Yes Eastern Sports Fredericksburg Labanon PA 6 Yes/Yes Management LLC Base Sports Group LLC Trafford Allegheny/ PA Not Ranked No/No Westmoreland Utilized Local Vendor Preference: Yes = No = Recommended Vendor(s) For Award: On June 3, 2021 the Procurement Services Division released Invitation to Negotiate 20-7989 Collier County Sports Complex Management. Twenty-one thousand seven hundred twelve (21,712) notifications were sent out, ninety four (94) vendors viewed the solicitation and seven (7) proposals were received by the due date of July 20, 2021, as noted above. Staff reviewed the proposals submitted and found six proposals to be responsive and responsible. Base Sports Group LLC was deemed non -responsive and non -responsible for not submitting a response to the criteria requested in the solicitation. The selection committee met on August 25, 2021, and as described in the solicitation documents, the committee scored and ranked each proposal and a recommendation to bring back the following top three (3) ranked vendors for negotiation was agreed upon: Sports Facilities Management LLC Sports Facilities Management LLC ranked as 1 Vieste LLC ranked as 2 Sports Force Parks, Naples LLC ranked a 3 Contract Driven = Purchase Order Driven 0 Packet Pg. 64 DocuSign Envelope ID: 323415F6-E007-4EAB-8CB3-89A2EAE25E73 3.1.f Required Signatures Project Manager: 9/1/2021 Sean Callahan [DOCUSIgned by: MA, CA� Procurement Strategist DocuSigned by: 9/1/2021 Viviana Giarimoustas 7/aviczn,ci �%iagirwoe.S{'ao- p&I;ggt Services Director: 54"111H 9/1/2021 Sandra Herrera Date Packet Pg. 65