Backup Documents 12/10/2024 Item #16F 6 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 F 6
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE 1')..-(6,7
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must he received in the County Attorney Office no later
than Wilda,preceding the Board meeting.
** ROUTING SLIP**
Complete muting lines#1 through#1 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through muting lines#1 through#2,complete the checklist,and forward to the Counts Attorney Office,
Route to Addressee(s) (I ist in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Office
h,111,1 - 4
4. BCC Office Board of County
Commissioners kpi* 121:174
5. Minutes and Records Clerk of Court's Office
/ olty
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above may need to contact staff for additional or missing information.
Name of Primary Staff Phone Number
Contact/Department 3 ;,~)
Agenda Date Item was Agenda Item Number
Approved by the BCC 1/;---10 1
Type of Document(s) Number of Original
Attached \\A"` t-A Documents Attached
PO number or account
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (111itial) Applicable)
I. Does the document require the chairman's original signature(instead of stamp)?
2. Does the document need to be sent to another agency for additional signatures? If yes,
provide the Contact information(Name;Agency;Address; Phone)on an attached sheet. 't"L.
3. Original document has been signed/initialed for legality. (All documents to be signed by
the Chairman,with the exception of most letters,must be reviewed and signed by the
Office of the County Attorney.)
4. All handwritten strike-through and revisions have been initialed by the County Attorney
Office and all other parties except the BCC Chairman and the Clerk to the Board.
5. The Chairman's signature line date has been entered as the date of BCC approval of the
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip
should be provided to the County Attorney Office at the time the item is uploaded to the
agenda. Some documents are time sensitive and require forwarding to Tallahassee within a
certain time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 11.10-1ski and all changes made during •.• ,u6(
the meeting have been incorporated in the attached document. The County Attorney
Office has reviewed the changes,if applicable ik,10
9. initials of attorney verifying that the attached document is the version approved by the
BCC,all changes directed by the BCC have been made,and the document is ready for the 410' ,ir:,7iI;61 45#
Chairman's signature.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04:Revised 1.26.05;2.24.05;11/30/12;4/22/16:9/10/21
16F6
SEVENTH AMENDMENT TO FACILITIES MANAGEMENT AGREEMENT
THIS SEVENTH AMENDMENT TO FACILTIES MANAGEMENT AGREEMENT (the
"Amendment"), is entered into on this 1014day of December 2024 (the "Executed Date"), but shall be
made effective October 1, 2024 (the "Effective Date"), by and between Sports Facilities Management,
LLC, a Florida limited liability company (the "Manager"), and Collier County, a political subdivision of
the State of Florida(the"County")(collectively, the"Parties").
WITNESSETH
WHEREAS, the County and Manager previously entered into a Facilities Management
Agreement related to the management of the Paradise Coast Sports Complex (the "Facility") dated
November 12, 2021 (the "Agreement"), which is incorporated by reference and made a part hereof to this
Seventh Amendment; and
WHEREAS, the County and the Manager entered into an administrative Amendment to the
Agreement on November 29, 2021, to clarify the commencement date of the Agreement and correct a
scrivener's error pertaining to the reimbursement rate for mileage-related expenses; and
WHEREAS, the County and the Manager further amended the Agreement on February 8, 2022,
to extend the time period that the Parties could bring a proposed amendment addressing the possible
incorporation of Facility naming rights as an additional compensated service under the Agreement
through and until May 24, 2022, so as to allow the Parties adequate time to conduct due diligence as to
such an arrangement; and
WHEREAS, the County and the Manager further amended the Agreement on May 24, 2022,
extending the time period that the Parties could bring a proposed amendment addressing the possible
incorporation of Facility naming rights as an additional compensated service under the Agreement
through and until December 13, 2022, and providing clarification to the definition of Commercial Rights
under the Agreement;and
WHEREAS, the County and the Manager further amended the Agreement on June 28, 2022, to
incorporate revised exhibits that: (1) increase the budget line item for the actual Cost of Goods Sold by
$185,700 (due to the inflationary increased costs of goods and labor), and (2) present an updated Fiscal
Year 2022 to 2023 budget for County approval as required by the Agreement; and
WHEREAS, the County and the Manager further amended the Agreement on April 25, 2023, to
incorporate revised exhibits that: (1) increase the budget line item for the actual Cost of Goods Sold (due
to the inflationary increased costs of goods and labor. And (2) present an updated Fiscal Year 2022-2023
budget for County approval as required by the Agreement; and
WHEREAS, the Parties further amended the Agreement to revise the Fiscal Year 2022- 2023
budget to: (I) reflect the increased Cost of Goods Sold by providing an additional $105,000 in funding,
(2) reflect increased revenue earned (in the amount of$2,053,349) similar to the last two amendments to
the Agreement, and (3) to make an adjustment of funds by decreasing the line item for Operating
Expenses by $ 62,600 ($203,475 to $140,875) and adding that $62,600 to the line item for Management
Payroll ($657,290 to $719,880),to ensure sufficient cashflow; and
WHEREAS, the Parties desire and agree that the Agreement should be further amended to (1)
provide for a three year extension to November 2029; (2) provide a base management fee of$21,000 per
month commencing October I, 2024; (3) eliminate the Deferred Management Incentive Fee paid on the
F6�,
first$504,000 of Net Operating Income and adjust the tier ranges; (4) allow for proportionate adjustments
to the percentage of Revenue for Cost of Goods Sold in the Operating Budget, not exceeding 45%; and
(5) provide for a $250,000 deposit to the Operating Account as a working cash flow reserve to minimize
the advance of operating funds by the Manager.
NOW, THEREFORE, in consideration of the covenants and agreements provided within the
Agreement, as amended, and other valuable consideration, County and the Manager agree as follows:
1. The above recitals are incorporated into this Seventh Amendment as if fully set forth herein.
2, Numerical Paragraph 4.2 is hereby amended as follows:
4.2 The Agreement shall be for a five(5) year period an eight (8)year period, commencing
on November 9, 2021 (the "Commencement Date"), and terminating on five (5)years eight
(8)years from that date,
County may, at its discretion and with the consent of Manager, renew the Agreement under
all of the terms and conditions contained in this Agreement for one (1) additional five (5)
year period. County shall give Manager written notice of County's intention to renew this
Agreement Term no later than 90 days prior to the end of the Agreement term then in effect.
3. Exhibit C, Manager Compensation, is hereby replaced in its entirety with the attached revised
Exhibit C.
4. The second paragraph of numerical Paragraph 8.2 of the Agreement is amended as follows:
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
funding provided for COGS is based on the current FY Operating Budget ratio of COGS
to Revenue and such percentage is authorized to be adjusted proportionately for any
projected Revenue greater than the approved Operating Budget. However, the COGS
percentage of Revenue in the Operating Budget shall not exceed 45%. On a monthly
basis, the Manager shall report to Owner the COGS ratio.
5. Numerical Paragraph 8.6 of the Agreement is amended as follows:
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 proportion established in the approved
Operating Budget, as adjusted for projected annual Revenue. 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,
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16F6
Owner shall deposit to the Operating Account Two Hundred and Fifty Thousand Dollars
($250,000) as a working capital reserve and to minimize Manager's necessity of
advancing its own funds to maintain the facility operations. Upon termination of this
Agreement, for any reason, Manager shall return the full amount of the working capital
reserve ($250,000)to Owner.
6. Except as further provided herein, the Agreement, as previously amended, remains in full force
and effect according to the terms and conditions contained therein.
Words Str=ueli---T#retgh arc deleted; Words Underlined are added.
Signatures appear on the following page.
,II
IN WITNESS WHEREOF, the County and the Manager have hereto executed this Seventh
Amendment to the Facilities Management Agreement to be executed and delivered as of the Executed
Date but made effective as of the Effective Date.
AS TO THE COUNTY:
ATTEST:
Crystal K: Kiiizel, Clerk of the Circuit BOARD OF COUNTY COMMISSIONERS,
Court and Comptroller COLLIER C TY, FLORIDA
BY, /• DC BY;
�s,`.. s '', Deputy Clerk Ch Hall, Chairman
/Z/P I Attest a to Chairmatl'It
Signature only..
Appro tk.s to form and legality:
illitk I.
Sally Ili�ikar tOP' ve
Assista .4,ounty Attorney `0\n,\
//~.,r
3
F 6
AS TO THE MANAGER:
Sports Facilities Management, LLC
a Florida limited liability company
Witness (signature) Print e: Jason Clement
ts: Manager
Kelly Baine
(print name) Date: 10/31/24
Witness (signature)
Eric Sullivan
(print name)
16F6
EXHIBIT C
MANAGER COMPENSATION
(revised October 1, 2024)
During the Term of this Agreement, Manager shall receive compensation from Owner according to the
following:
I. Base Management Fee. Beginning October 1, 2024, Owner shall pay to Manager a Base
Management Fee in equal monthly installments of Twenty-One Thousand Dollars($21,000)per month.
2 Deferred Management Incentive Fee. During the Term, Owner agrees to pay to Manager a
Deferred Management Incentive Fee ("Incentive Fee") based on the Net Operating income (without any
allocation for debt, taxes, depreciation, amortization, capital, maintenance, Base Management Fee, and
utilities and represented as "Net Operating Income" ("NOI")) of the Facility in any given Operating Year
once the Facility Net income is positive. Owner will pay an Incentive Fee to Manager based on the
following scale:
• For NOI between $0 -$504,000: No Incentive Fee to Manager
• For NOI between $504,001 and $1,000,000: An Incentive Fee to Manager equal to 50% of the
Facility NOI
• For NOi between $1,000,001 and $2,000,000: An Incentive Fee to Manager equal to 40% of the
Facility NOi
• For NOi greater than$2,000,001: An Incentive Fee to Manager equal to 20%of the Facility NOi
Calculation Table for Deferred Management Incentive Fee Split
Scale Tier Range Sports Facilities Management Collier County
Tier Start EpQ Trer lz Gross Share of Revenue Lerj1 Gross Share of Revenue
$ - to $ 504,000 0% S 0 plus $.00 per$1>$0 100% $ 0 plus $1 per$1>$0
2 $ 504,001 to $1,000,000 50% $ 0 plus $.50 per$1>$504,000 50% $ 504,000 plus $.50 per$1>$504,000 _
3 $1,000,001 to $2,000,000 40% $ 248,000 plus $.40 per$1>$1,000,000 60%$ 752,000 plus $.60 per$1>$1,000,000
4 $2,000,001 and up 20% $ 648,000 plus $.20 per$1>$2,000,000 80% $1,352,000 plus $.80 per$1>$2,000,000
For clarification, the Capital Reserve Contribution referenced in Numerical Paragraph 8.5 will be allocated
out of Owner's portion of any NO1 and not before the calculation of any Incentive Fee to Manager. Such
calculations shall be made by Manager within thirty (30) days of the ending of each fiscal year 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.
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.
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