#21-7898 (Sports Facilities Management, LLC) FACILITIES MANAGEMENT AGREEMENT
between
COLLIER COUNTY
and
SPORTS FACILITIES MANAGEMENT,LLC
Dated:November 12,2021
9
FACILITIES MANAGEMENT AGREEMENT
^ THIS FACILITIES MANAGEMENT AGREEMENT(the "Agreement") is made and entered into this
4F day of T Dv€l,,be Y , 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 12,2021.
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
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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,
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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
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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.
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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.
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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
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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
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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 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
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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.
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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
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- 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 Owner shall calculate and set aside 5%of the Business Income
as capital reserves for the Facility (the "Capital Reserve Contribution"). Owner shall remit 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
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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
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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
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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:
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(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 ofthis 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.
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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
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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@,colliercountyfl.gov
If to Manager: Sports Facilities Management, LLC
Attention: Jason Clement,Manager
600 Cleveland Street, Suite 910
Clearwater,FL 33755
Email:jclement@sportsfacilities.com
with a copy to: Bruce Rector General Counsel
Sports Facilities Management,LLC 600
Cleveland Street, Suite 910
Clearwater,FL 33755
Email: brector@sportsfacilities.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 Majeure. 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
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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 party 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,
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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: PublicRecordRequest(a,colliercountvfl.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.
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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.
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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 Project 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)
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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: BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY,FLORIDA
Crystal K.Kinzel,Clerk of the Circuit
Court and Comptral1WI''?� ,,
a;
By: V1 `,�, ' By:
P n i, it
Dated: ;
(SEAL) 's"--,_.:.
Attest as to, n's
signeturionly.
Ap ed as to Form d Le lity:
wilt.°11frt....—.
Scott R.Teach,Deputy County Attorney
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-- SPORTS FACILITIES MANAGEMENT,LLC_
Manager's Witnesses: A Florida limited(iabilitty company
Manager
By:
M ger's First fitness Sign
Jason Clement.Manager
Bob Stout TType/print signature and titleT
TType/print witness nameT
Manager's S nd Witness
Kelly Baine
TType/print witness nameT
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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.
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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.
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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.
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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
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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:
http://www.leg.state.fl.us/statutes/index.cfm?App mode=Display Statute&URL=0500-0599/0576/0576.html
https://www.colliercountyfl.gov/your-government/divisions-s-z/zoning-division/watershed-management-
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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:
https://edis.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 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.
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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 lx 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'/z 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
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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 I' 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.
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Exhibit A-2 Janitorial Scope of Services
Paradise Coast Sports Facility 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 7xs 848 Event Specific: Before, during, &after
Restrooms
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 2°d 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 2xs;MF 924 Event Specific: Before, during, & after
stairwells
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
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• 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 1st 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 CAO
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
1st 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
CAO
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.
[TN#21-7898 (;,, )
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
CAO
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 CEO
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 l 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
CAO
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 5th 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 11)
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
ITN#21-7898 ( ,.
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
%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)
ITN##21-7898
CAS
Exhibit E - Pro Forma
pi SPORTS FACILITIES
El COMPANIES
Total Revenue&Expenses
Revenue Year 0 Year 1 Year 2 Year 3 Year 4 Year 5
FY21-22 FY22-23 FY23-24 FY24-25 FY25-26 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
Year 0 Year 1 Year 2 Year 3 Year 4 Year 5
Expenses FY21-22 FY22-23 FY23-24 FY24-25 FY25-26 FY26-27
Rental BasebalVSoftball Tournaments $10,706 $48,824 $86,566 $99,704 $110,533 $115,004
Rental Mufti-Purpose Field Tournaments $13,950 $18,240 $28,320 $45,408 $48,576 $60,984
Outdoor BasebalVSoftball $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 $4,700,706
%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,Grounds and Maintenance 140,000 294,000 308,700 324,135 340,342 357,359
EBITDA ($78,751) ($56,189) $1,029,227 $1,842,966 $2,085,393 $2,455,876
Deferred Management Incentive Fee $ 30,625 $ 118,906 $ 635,171 $ 933,420 $ 985,147 $ 1,062,647
Footnotes:
1.Projections based on estimated phase II opening February 2022 and phase III opening December 2022
2.Landscaping,grounds&maintenance revised based on quote provided to county.Phase II and phase III estimated from quote&to be updated annually.
1
Exhibit E
Pro Forma
Facility Expenses
Expense Notes Year 0 Year 1 Year 2 Year 3 Year 4 Year 5
Janitorial Expenses $22,549 $56,378 $67,078 $70,018 $76,058 $79,861
Supplies $33,017 $36,551 $37,099 $37,655 $38,220 $38,794
Turf Maintenance $42,387 $105,000 $106,575 $108,174 $109,796 $111,443
Field Paintinq/Stripinq Supplies and Labor $22,536 $41,627 $45,646 $47,016 $49,557 $52,035
Thai Facility Expense • $120,489 $239,556 $255,398 $282,863 $273,632 $282,133
Operating Expenses
Expense• Notes Year 0 Year 1 Year 2 Year 3 Year 4 Year 5
Accounting Fees $8,300 $10,500 $10,658 $10,817 $10,980 $11,144
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
Employee Uniforms $2,490 $3,150 $1,500 $1,523 $1,545 $1,569
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
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 $14,525 $18,375 $18,651 $18,930 $19,214 $19,503
Tote)Operating Epenaea $156,705 $301,859 $336,493 $393,148 $418,364 • $448,606 I
Management Payroll Summary
Management Position Notes Year 0 Year 1 Year 2 Year 3 Year 4 Year 8
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
Toumament/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 $54,060 $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
Administrative Support - $40,000 $41,600 $43,264 $44,995 $46,794
Total Management Payroll $476,887 $857,000 $881,280 $710,611 $739,036 $788,597
ITN#21-7898 it,
Exhibit F
Key Personnel and Fixed Payroll Compensation
Annual Payroll 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 Operatioi $56,333 $67,600 $70,304 $73,116 $76,041
Business Developme
&Events Director $52,000 $62,400 $64,896 $67,492 $70,192
Tournament/Sports
Coordinator $43,333 $52,000 $54,080 $56,243 $58,493
Sports Coordinator 2 $43,333 $52,000 $54,080 $56,243 $58,493
Marketing Coordinat $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/Benef, $135,764 $205,774 $288,857 $336,886 $358,935
ITN#21-7898
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
ITN#21-7898 CAO