City of North Miami Beach, Florida

CITY OF NORTH MIAMI BEACH City Council Meeting Council Chambers, 2nd Floor City Hall, 17011 NE 19 Avenue North Miami Beach, FL 33162 Tuesday, February 17, 2015 7:30 PM

Mayor George Vallejo City Manager Ana M. Garcia Vice Mayor Marlen Martell City Attorney Jose Smith Councilman Anthony F. DeFillipo City Clerk Pamela L. Latimore, CMC Councilwoman Barbara Kramer Councilman Frantz Pierre Councilwoman Phyllis S. Smith Councilwoman Beth E. Spiegel

Notice to All Lobbyists Any person who receives compensation, remuneration or expenses for conducting lobbying activities is required to register as a Lobbyist with the City Clerk prior to engaging in lobbying activities before City Boards, Committees, or the City Council.

AGENDA

1. ROLL CALL OF CITY OFFICIALS 2. INVOCATION - Reverend Will Keyser -The Quiet Place 3. PLEDGE OF ALLEGIANCE 4. REQUESTS FOR WITHDRAWALS, DEFERMENTS AND ADDITIONS TO AGENDA 5. PRESENTATIONS /DISCUSSIONS 5.1 Sun Devil Football Presentation to Mayor and Council 5.2 Proclamation to Mo Steele Football (Mayor Vallejo) 5.3 Proclamation Recognizing Black History Month (Councilman Anthony F. DeFillipo) 6. PUBLIC COMMENT To All Citizens Appearing Under Public Comment The Council has a rule which does not allow discussion on any matter which is brought up under Public Comment. We are, however, very happy to listen to you. The reason for this is that the Council must have Staff input and prior knowledge as to the facts and figures, so that they can intelligently discuss a matter. The Council may wish to ask questions regarding this matter, but will not be required to do so. At the next or subsequent Council meeting you may have one of the Councilpersons introduce your matter as his or her recommendation. We wish to thank you for taking the time to bring this matter to our attention. Under no circumstances will personal attacks, either from the public or from the dais, be tolerated. Speaking Before the City Council There is a three (3) minute time limit for each speaker during public comment and a three (3) minute time limit for each speaker during all public hearings. Your cooperation is appreciated in observing the three (3) minute time limit policy. If you have a matter you would like to discuss which requires more than three (3) minutes, please feel free to arrange a meeting with the appropriate administrative or elected official. In the Council Chambers, citizen participants are asked to come forward to the podium, give your name and address, and the name and address of the organization you are representing, if any. If you are speaking on a public hearing item, please speak only on the subject for discussion. Thank you very much, in advance, for your cooperation. Pledge of Civility A resolution was adopted by the Mayor and City Council of the City of North Miami Beach recognizing the importance of civility, decency, and respectful behavior in promoting citizen participation in a democratic government. The City of North Miami Beach calls upon all residents, employees, and elected officials to exercise civility toward each other. (Resolution Nos. R2007-57, 11/06/07 and R2011-22, 4/26/11) 7. APPOINTMENTS - None 8. CONSENT AGENDA 8.1 Regular Meeting Minutes of January 6, 2015 (Pamela L. Latimore, City Clerk) 8.2 Regular Meeting Minutes of January 20, 2015 (Pamela L. Latimore, City Clerk) 8.3 Resolution No. R2015 -13 (Rose Amberson, Director of Human Resources)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, APPROVING THE SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS BY AND BETWEEN CLAIMANTS CYRILLE BOILY AND SUBROGEE SOCIETE DE L'ASSURANCE AUTOMOBILE DU QUEBEC, AND THE CITY OF NORTH MIAMI BEACH, IN THE AMOUNT OF $52,000.00, TO RESOLVE CLAIMANTS’ DEMAND FOR DAMAGES ALLEGED TO HAVE RESULTED FROM A MOTOR VEHICLE ACCIDENT; AUTHORIZING THE CITY MANAGER TO EXECUTE THE SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS. 8.4 Resolution 2015 -16 (J. Scott Dennis, Chief of Police)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE A VOLUNTARY COOPERATION AND OPERATIONAL ASSISTANCE MUTUAL AID AGREEMENT WITH THE CITY OF HIALEAH, FLORIDA, FOR THE PURPOSE OF COORDINATING LAW ENFORCEMENT PLANNING, OPERATIONS, AND MUTUAL AID BENEFIT BETWEEN THE CITY OF NORTH MIAMI BEACH AND THE CITY OF HIALEAH, FLORIDA. 9. CITY MANAGER'S REPORT 9.1 Use of City Logo for Pearl Girlz Education & Empowerment Program 4/4/15-6/6/15 9.2 826/Biscayne Blvd Median Landscape Update (Esmond Scott, Director of Public Works) 9.3 Annual Financial Audit Update (Barbara Trinka, Director of Finance) 9.4 Code Compliance Division - First 180 Days (Candido Sosa -Cruz, Director of Code Compliance & Building Services) 9.5 Customer Service Enhancements (Robert Anathan, Director of Customer Service) 9.6 New Police Initiatives and Update on Officer Diaz (Chief of Police, J. Scott Dennis) 9.7 Enterprise Resource Planning (ERP) project update (Barbara Trinka , Director of Finance & Patrick Rosiak, IT Manager) 9.8 Heart Health Walk

Saturday Feb 28, 2015. Registration begins 8am. at the Gwen Margolis Amphitheater 9.9 1st Annual Community Spring Festival

Sunday April 19th, 1-6pm. NE 19th & Hanford Blvd. 9.10 Introduction of New Director of Public Utilities, Jeffrey Thompson PE 10. CITY ATTORNEY'S REPORT 10.1 Request for Outside Council (Jose Smith, City Attorney)

Request for Approval for New Outside Counsel, Jean Olin, Esq. 10.2 Litigation List

Litigation List 11. MAYOR'S DISCUSSION 12. MISCELLANEOUS ITEMS - None 13. BUSINESS TAX RECEIPTS - None 14. DISCUSSION ITEMS 14.1 Annual Review of City Manager's Contract (Ana M. Garcia, City Manager) 15. LEGISLATION 15.1 Resolution No. R2015 -14 (Candido Sosa -Cruz , Director of Code Compliance & Building Services)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, VESTING AUTHORITY IN THE CITY MANAGER OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, OR THE CITY MANAGER'S DESIGNEE, TO SETTLE, SATISFY OR MITIGATE LIENS RECORDING FINES ASSESSED FOR A VIOLATION OF THE CITY’S CODE OF ORDINANCES WHERE SUCH LIEN IS TO BE REDUCED BY NOT MORE THAN $100,000. 15.2 Resolution No. R2015 -15 (Candido Sosa -Cruz, Director of Code Compliance & Building Services)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT TO SETTLE, SATISFY AND EXECUTE LIEN RELEASES IN MITIGATION OF CODE ENFORCEMENT LIENS FOR CODE VIOLATION FINES AGAINST THE PROPERTY LOCATED AT 341 N.E. 168 th STREET, NORTH MIAMI BEACH, FLORIDA, IN THE AMOUNT OF $4,000.00. 15.3 Resolution No. R2015 -18 (Richard Lorber, Assistant City Manager)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, ACCEPTING A DEDICATION OF AN ALLEYWAY, IN SUBSTANTIALLY THE ATTACHED FORM, FOR A 10 FOOT PORTION OF THE ALLEYWAY ON THE NORTH PORTION OF LOTS 35 AND 36, LESS SOUTH 15 FEET FOR STATE ROAD 9, BLOCK 10 OF OLETA TERRACE NORTH MIAMI BEACH; RECORDED IN PLAT BOOK 8, AT PAGE 117 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY; AND AUTHORIZING THE RECORDATION OF SAID EASEMENT IN THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. 15.4 Resolution No. R2015 -19 (Mac Serda, Deputy City Manager)

A RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA CONFIRMING THE PROCUREMENT OF THE UNSOLICITED PROPOSAL RECEIVED FROM SOCCER DEVELOPMENT GROUP, LLC IN ACCORDANCE WITH SECTION 287.05712, FLORIDA STATUTES; APPROVING THE MANAGEMENT AGREEMENT BETWEEN THE CITY OF NORTH MIAMI BEACH AND SOCCER DEVELOPMENT GROUP, LLC FOR THE PUBLIC-PRIVATE DEVELOPMENT OF CITY PROPERTY (PATRICIA A. MISHCON FIELD); AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE MANAGEMENT AGREEMENT 15.5 Resolution No. R2015 -20 (Jose Smith, City Attorney & Mac Serda, Deputy City Manager)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, ESTABLISHING A COMPREHENSIVE POLICY GOVERNING TRAVEL EXPENDITURES FOR THE MAYOR AND CITY COUNCIL. 16. CITY COUNCIL REPORTS 17. NEXT REGULAR CITY COUNCIL MEETING - March 3, 2015 18. ADJOURNMENT

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Pamela L. Latimore, City Clerk VIA: DATE: Tuesday, February 17, 2015

RE: Regular Meeting Minutes of January 6, 2015 (Pamela L. Latimore, City Clerk)

BACKGROUND ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: Regular Meeting Minutes January 6, 2015

CITY OF NORTH MIAMI BEACH City Council Meeting Council Chambers, 2nd Floor City Hall, 17011 NE 19th Avenue North Miami Beach, FL 33162 Tuesday, January 6 th , 2015 7:30 PM

Mayor George Vallejo City Manager Ana M. Garcia Vice Mayor Barbara Kramer City Attorney Jose Smith Councilman Anthony F. DeFillipo City Clerk Pamela L. Latimore, CMC Councilwoman Marlen Martell Councilman Frantz Pierre Councilwoman Phyllis S. Smith Councilwoman Beth E. Spiegel

REGULAR MEETING MINUTES

ROLL CALL OF THE CITY OFFICIALS

The meeting was called to order at 8:00 p.m. Present at the meeting were Mayor George Vallejo, Vice Mayor Barbara Kramer, Council Members Anthony F. DeFillipo, Marlen Martell, Frantz Pierre, Phyllis S. Smith, and Beth E. Spiegel. Also present were City Manager Ana M. Garcia, City Attorney Jose Smith, and City Clerk Pamela L. Latimore.

INVOCATION by Pastor Nathan Adams of Fulford United Methodist Church

PLEDGE OF ALLEGIANCE was lead by Mayor and Council.

REQUESTS FOR WITHDRAWALS, DEFERMENTS AND ADDITIONS TO AGENDA

There were no requests

APPOINTMENTS: There were no appointments.

PRESENTATIONS/DISCUSSIONS

Recognition of North Miami Beach SunDevils Football Program (Mayor George Vallejo)

Players and coaching staff of the NMB SunDevil Football team were presented with a certificate of recognition by Mayor Vallejo, who congratulated them on a winning season.

Mayor Vallejo opened the meeting for PUBLIC COMMENT.

Page 1 of 5

City Clerk Latimore read the rules of public comment into the record. The following person(s) made comments on the record:

1. Saundra Douglas – 1523 NE 152 nd Street, North Miami Beach, FL 2. Yona Lunger – 1870 NE 171 st Street, North Miami Beach, FL 3. Dr. Janie Greenleaf – 16711 West Dixie Highway, North Miami Beach, FL 4. Joe Paglino – 1270 NE 162 nd Street, North Miami Beach, FL 5. Bryan Sharpe – 1060 East 33 rd Street, Hialeah, FL 6. Gaston Siroit – 13795 NE 20 th Place, North Miami Beach, FL 7. Victor Dante – 1911 NE 164 th Street, North Miami Beach, FL 8. Robert Shamoon – 88 NE 168 th Street, North Miami Beach 9. Ketley Joachim – 210 NE 170 th Street, North Miami Beach, FL 10. Terrance Camenzuli – 17151 NE 17 th Avenue, North Miami Beach, FL 11. Ernesto Verano – 3460 NE 164 th Street, North Miami Beach, FL 12. Jarrett Gross – 1557 NE 164 th Street, North Miami Beach

Mayor Vallejo closed the meeting for PUBLIC COMMENT .

CONSENT AGENDA

There were no items on the Consent Agenda

CITY MANAGER'S REPORT

City Attorney Smith announced the scheduling of an attorney client session at the subsequent meeting.

CITY ATTORNEY'S REPORT

Litigation List

As of January 6, 2015

MAYOR'S DISCUSSION: There was no discussion

MISCELLANEOUS ITEMS: There were no items

BUSINESS TAX RECEIPTS:

G5ive LLC D/B/A G5ive

Location of applicant requesting the 4am – 6am extension of hours: 337 N.W. 170 Street, North Miami Beach, FL 33169.

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Assistant City Manager Richard Lorber gave a description of the item and staff’s recommendation for approval of the extended hours. Chief J. Scott Dennis informed Council on the calls for service dispatched to the establishment over the past year.

Motion to approve extension of hours made by Councilman Pierre, seconded by Councilwoman Martell. Motion passed 6-1 with Councilwoman Kramer dissenting.

DISCUSSION ITEMS: There were no items

LEGISLATION:

Ordinance No. 2015-1 First Reaading (Carlos Rivero, City Planner)

AN ORDINANCE OF THE MAYOR AND CITY COUNCIL AMENDING CHAPTER XXIV, OF THE CODE OF THE ORDINANCES OF THE CITY OF NORTH MIAMI BEACH, FLORIDA BY AMENDING ARTICLE V, SECTION 24-41 ENTITLED "RS-1 RESIDENTIAL SINGLE-FAMILY DISTRICT," AND CREATING ARTICLE VIII, SECTION 24-80.5 ENTITLED “ROOFING” BY PERMITTING SINGLE FAMILY HOMES TO HAVE FLAT ROOFS AS LONG AS IT IS AN ARCHITECTURAL DESIGN ELEMENT ONLY, AND NOT PLANNED OR USED AS A ROOFTOP TERRACE FOR RECREATIONAL PURPOSES AND NOT ACCESSIBLE BY ELEVATOR; PROVIDING FOR THE REPEAL OF ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT THEREWITH; PROVIDING FOR SEVERABILITY; CODIFICATION; AND FOR AN EFFECTIVE DATE.

City Attorney Smith read the item into the record and City Planner Carlos Rivero provided a brief explanation of the ordinance. Council discussed the item.

Mayor Vallejo opened the meeting for PUBLIC HEARING

There were no speakers.

Mayor Vallejo closed the PUBLIC HEARING.

Motion to approve Ordinance 2015-1 was made by Councilman DeFillipo, seconded by Councilwoman Martell Motion Passed 7-0

Ordinance No. 2015-2 First Reading (Carlos Rivero, City Planner)

Page 3 of 5

OF ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT THEREWITH; PROVIDING FOR SEVERABILITY; CODIFICATION; AND FOR AN EFFECTIVE DATE.

City Attorney Smith read the item into the record and City Planner Carlos Rivero provided a brief explanation of the ordinance. Council discussed the item.

Mayor Vallejo opened the meeting for PUBLIC HEARING

1. Terrance Camenzuli - 17151 NE 17 th Avenue, North Miami Beach, FL

Mayor Vallejo closed the PUBLIC HEARING.

Motion to approve Ordinance 2015-2 on first reading was made by Councilman DeFillipo, seconded by Councilwoman Smith Motion Passed 7-0

CITY COUNCIL REPORTS

Councilman DeFillipo wished residents a Happy New Year and spoke about the new legislative session and pledged to work diligently to steer funds to the city. He praised staff for their efforts. He thanked the police department for their service and professionalism.

Vice Mayor Kramer wished residents a Happy New Year and reminded residents about the Multi-Cultural meeting.

Councilwoman Martell reminded residents about her community meetings and encouraged them to participate. She encouraged residents to join the neighbor2neighbor group on Facebook. She thanked residents and staff for their positive disposition and contributions to the meeting.

Councilman Pierre thanked residents and staff for their support through his recovery. He wished residents a Happy New Year.

Councilwoman Smith spoke about the changes taking place in the city and that they were positive developments and taking things in the right direction. She wished residents a Happy New Year.

Councilwoman Spiegel assured residents that the City was operating in good faith with the negotiations involving the Police Department. She encouraged residents to participate in the upcoming Planning and Zoning meeting and to contact Council with feedback. She reminded residents about the vacancies on the Commission on the Status of Women. She wished residents a Happy New Year.

Mayor Vallejo urged residents to attend the upcoming planning and zoning meeting. He thanked staff for all of the progress being made in the City.

Next Council Meeting Date: January 20, 2015

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ADJOURNMENT

There being no further business to come before the City Council, the meeting was adjourned at 9:17 p.m.

ATTEST:

(SEAL)

______Pamela L. Latimore, CMC

Page 5 of 5

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Pamela L. Latimore, City Clerk VIA: DATE: Tuesday, February 17, 2015

RE: Regular Meeting Minutes of January 20, 2015 (Pamela L. Latimore, City Clerk)

BACKGROUND ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: Regular Meeting Minutes January 20, 2015

CITY OF NORTH MIAMI BEACH City Council Meeting Council Chambers, 2nd Floor City Hall, 17011 NE 19th Avenue North Miami Beach, FL 33162 Tuesday, January 20 th , 2015 7:30 PM

REGULAR MEETING MINUTES

ROLL CALL OF THE CITY OFFICIALS

The meeting was called to order at 7:43 p.m. Present at the meeting were Mayor George Vallejo, Vice Mayor Barbara Kramer, Council Members Anthony F. DeFillipo, Marlen Martell, Frantz Pierre, Phyllis S. Smith, and Beth E. Spiegel. Also present were City Manager Ana M. Garcia, City Attorney Jose Smith, and City Clerk Pamela L. Latimore.

INVOCATION by Reverend Yaxley Jamison of Gibbs Chapel AME

PLEDGE OF ALLEGIANCE was lead by Mayor and Council.

REQUESTS FOR WITHDRAWALS, DEFERMENTS AND ADDITIONS TO AGENDA

Resolution 2015-7 pulled from the Consent Agenda for discussion and Resolution 2015-8 was added to the agenda. Attorney Client Session Cancelled to February 3, 2015.

PRESENTATIONS/DISCUSSIONS

Recognition of Sonya Thomas for Community Service (Councilwoman Smith)

Councilwoman Smith introduced Sonya Thomas and presented her with an award recognizing her service to the Highland Village Community. Sonya Thomas accepted the award, describing how she became involved in the community and thanking Council for their support.

Presentation to Big Apple Deli and Fire Station 19, 22, and 63 moved to a future agenda.

Page 1 of 10

The Mayor and Council by consensus moved to hear Public Comment on Resolution 2015-8 out of order.

LEGISLATION:

Resolution 2015-8 (Mayor and Council)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE PERMANENT BAN ON THE PRACTICE OF USING MUG SHOTS FOUND IN THE NORTH MIAMI BEACH POLICE DEPARTMENT DATABASE FROM BEING USED FOR TARGET PRACTICE BY ANY OF ITS OFFICERS, AND DIRECTING THE CITY MANAGER TO CONDUCT A COMPREHENSIVE INDEPENDENT REVIEW OF THE DEPARTMENT’S REMAINING TRAINING PROCEDURES TO ENSURE THAT THEY ARE CONSISTENT WITH THE VALUES OF EQUALITY, DIVERSITY AND FAIRNESS HELD BY THE CITY COUNCIL AS WELL AS THE RESIDENTS OF THE CITY OF NORTH MIAMI BEACH.

City Attorney Smith read the item into the record. Council discussed the item and how best to address the matter. City Manager Garcia addressed the residents issuing an apology for a policy utilized by the police department.

Motion to approve Resolution 2015-8 with the friendly amendment to exclude images of any actual persons utilizing exclusively computer imaging and directing the city manager to proceed with a complete and thorough review of the policies and procedures of the police department done by an independent agency, with recommendations to be brought before Council; made by Councilwoman Smith, seconded by Councilwoman Martell Motion

ROLL CALL VOTE: DeFillipo - Yes , Kramer - Yes , Martell - Yes , Pierre –No , Smith - Yes , Spiegel -Yes , Vallejo – No Passed 6-1 Councilman Pierre dissenting.

Mayor Vallejo opened the meeting for PUBLIC COMMENT.

City Clerk Latimore read the rules of public comment into the record. The following person(s) made comments on the record:

1. Lisa Kelly – 1515 NW 152 nd Terrace, North Miami Beach, FL 2. Marty Goodman – 167 NE 19 th Ave, North Miami Beach, FL 3. Ruth Jean Noel – 754 NE 154 th Street, North Miami Beach, FL 4. Dwayne Fudge – 1550 NE 152 nd Terrace, North Miami Beach 5. Jack Lieberman – 2200 Monroe Street, North Miami Beach 6. Saint James – 515 NW 48 th Street, Miami, FL 7. Darryl Thompson – 1420 NE 152 nd Street, North Miami Beach Page 2 of 10

8. Caroline Williams – 424 NW 101 st Street, North Miami Beach 9. Leon Thomas – 1535 NE 154 th Street, North Miami Beach 10. Didier Ortiz – 2400 West Broward Blvd, Fort Lauderdale, FL 11. Courtney Shepherd – 3300 NW 27 th Avenue, Miami, FL 12. Darryl Forston – 341 Ives Dairy Road Apartment 2, Miami, FL 13. Demetrius Vaughn – 3300 NW 27 th Ave, Miami, FL 14. Shaniqua Castle – 3300 NW 27 th Ave, Miami, FL 15. Shanetta Scroggins – 17600 NE 8 th Place, North Miami Beach, FL 16. Ketley Joachim – 210 NE 170 th Street, North Miami Beach, FL 17. Lion Israel – 77 18. Saundra Douglas – 1523 NE 152 nd Street, North Miami Beach, FL 19. Richard Watston II – 340 NE 170 th Street, North Miami Beach, FL 20. Mubarak Kazan – 15564 NE 12 th Avenue, North Miami Beach, FL 21. Marilyn Baumoehl – 18635 NE 20 th Court, North Miami Beach, FL 22. Eric Pettis – Representing NAACP PO Box 540315 Opa Locka, FL 23. Lisa Kelly – 1515 NW 152 nd Terrace, North Miami Beach, FL 24. Marty Goodman – 167 NE 19 th Ave, North Miami Beach, FL 25. Ruth Jean Noel – 754 NE 154 th Street, North Miami Beach, FL 26. Dwayne Fudge – 1550 NE 152 nd Terrace, North Miami Beach 27. Jack Lieberman – 2200 Monroe Street, North Miami Beach 28. Saint James – 515 NW 48 th Street, Miami, FL 29. Darryl Thompson – 1420 NE 152 nd Street, North Miami Beach 30. Caroline Williams – 424 NW 101 st Street, North Miami Beach 31. Leon Thomas – 1535 NE 154 th Street, North Miami Beach 32. Didier Ortiz – 2400 West Broward Blvd, Fort Lauderdale, FL 33. Courtney Shepherd – 3300 NW 27 th Avenue, Miami, FL 34. Darryl Forston – 341 Ives Dairy Road Apartment 2, Miami, FL 35. Demetrius Vaughn – 3300 NW 27 th Ave, Miami, FL 36. Shaniqua Castle – 3300 NW 27 th Ave, Miami, FL 37. Shanetta Scroggins – 17600 NE 8 th Place, North Miami Beach, FL 38. Ketley Joachim – 210 NE 170 th Street, North Miami Beach, FL 39. Lion Israel – 77 40. Saundra Douglas – 1523 NE 152 nd Street, North Miami Beach, FL 41. Richard Watston II – 340 NE 170 th Street, North Miami Beach, FL 42. Mubarak Kazan – 15564 NE 12 th Avenue, North Miami Beach, FL 43. Marilyn Baumoehl – 18635 NE 20 th Court, North Miami Beach, FL 44. Eric Pettis – Representing NAACP PO Box 540315 Opa Locka, FL

Mayor Vallejo closed the item for PUBLIC COMMENT .

Page 3 of 10

APPOINTMENTS-

Appointing Councilwoman Marlen Martell as Vice Mayor (Pamela L. Latimore, City Clerk)

Motion to approve the appointment of Councilwoman Martell to Vice Mayor starting February 1, 2015 made by Councilman Pierre, seconded by Councilwoman Smith. Motion passed 7-0

CONSENT AGENDA

Regular Council Meeting Minutes of December 2, 2014 (Pamela L. Latimore, City Clerk)

Regular Council Meeting Minutes of December 16, 2014 (Pamela L. Latimore, City Clerk)

Resolution R2015-1 (J. Scott Dennis, Chief of Police)

Resolution R2015-2 (J. Scott Dennis, Chief of Police)

Resolution R-2015-4 (J. Scott Dennis, Chief of Police)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE SUBMISSION OF THE FY2015 FLORIDA DEPARTMENT OF LAW ENFORCEMENT, JUSTICE ASSISTANCE GRANT APPLICATION REF# 2015-JAGC-2597; AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS IN FURTHERANCE OF ACCEPTANCE OF THE GRANT FUNDS.

Resolution No. R2015-5 (Candido Sosa-Cruz, Director of Code Compliance & Building Services)

Page 4 of 10

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT TO MITIGATE, SATISFY AND EXECUTE LIEN RELEASES IN SETTLEMENT OF CODE ENFORCEMENT LIENS FOR A CODE VIOLATION ON THE PROPERTY LOCATED AT 17960 N.E. 9th PLACE, NORTH MIAMI BEACH, FLORIDA, IN THE AMOUNT OF $5,500.

Resolution No. R2015-6 (Candido Sosa-Cruz, Director of Code Compliance & Building Services)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT TO SETTLE, SATISFY AND EXECUTE LIEN RELEASES IN MITIGATION OF CODE ENFORCEMENT LIENS FOR CODE VIOLATIONS ON THE PROPERTY LOCATED AT 1530 N.E. 159th STREET, NORTH MIAMI BEACH, FLORIDA, IN THE AMOUNT OF $7,700.

Motion to approve the Consent Agenda made by Councilman Smith, seconded by Councilman Pierre. Motion passed 7-0

Council recessed at 10:15 p.m.

Meeting resumed at 10:38 p.m.

CITY MANAGER'S REPORT

There was no report.

CITY ATTORNEY'S REPORT

City Attorney Smith postponed the attorney client session to another meeting.

Litigation List

As of January 20, 2015

MAYOR'S DISCUSSION: There was no discussion.

MISCELLANEOUS ITEMS: There were no miscellaneous items.

BUSINESS TAX RECEIPTS:

SMG Entertainment, Inc. D/B/A Black Diamonds

Location of applicant requesting the 4am – 6am extension of hours: 17450 Biscayne Boulevard, North Miami Beach, FL 33160. Page 5 of 10

Assistant City Manager Richard Lorber provided background of the applicant and the nature of the request, he recommended approval. Chief J. Scott Dennis reported to Council on the past year of operations at the site.

Motion to approve the extension of hours was made by Councilman Pierre, seconded by Councilwoman Martell Motion Passed 4-3 Councilpersons Smith, Defillipo, and Kramer were in the dissent

DISCUSSION ITEMS: There were no discussion items.

LEGISLATION:

Resolution No. R2015-7 (Candido Sosa-Cruz, Director of Code Compliance & Building Services)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT TO SETTLE, SATISFY AND EXECUTE LIEN RELEASES IN MITIGATION OF CODE ENFORCEMENT LIENS FOR CODE VIOLATIONS ON THE PROPERTY LOCATED AT 340 N.E. 170th STREET, NORTH MIAMI BEACH, FLORIDA, IN THE AMOUNT OF $4,000.

City Attorney Smith read the item into the record and Candido Sosa-Cruz, Director of Code Compliance and Building Services provided a brief explanation of the resolution. Council heard testimony from the property owner.

Motion to approve Resolution 2015-7 was made by Councilman DeFillipo, seconded by Councilman Pierre Motion Passed 7-0

Ordinance No. 2015-1 (Second and Final Reading) (Carlos Rivero, City Planner)

City Attorney Smith read the item into the record and City Planner Carlos Rivero provided a brief explanation of the ordinance. Council discussed the item.

Mayor Vallejo opened the meeting for PUBLIC HEARING Page 6 of 10

There were no speakers.

Mayor Vallejo closed the PUBLIC HEARING.

Motion to approve Ordinance 2015-1 as amended was made by Councilman DeFillipo, seconded by Councilwoman Martell Motion

ROLL CALL VOTE: DeFillipo - Yes , Kramer - Yes , Martell - Yes , Pierre –Yes , Smith - Yes , Spiegel - Yes , Vallejo – No Passed 7-0

Ordinance No. 2015-2 (Second and Final Reading) (Carlos Rivero, City Planner)

AN ORDINANCE OF THE MAYOR AND CITY COUNCIL AMENDING CHAPTER XXIV, OF THE CODE OF THE ORDINANCES OF THE CITY OF NORTH MIAMI BEACH, FLORIDA BY AMENDING ARTICLE V, SECTION 24-41 ENTITLED "RS-1 RESIDENTIAL SINGLE-FAMILY DISTRICT," AND ARTICLE VIII, SECTION 24-80 ENTITLED “FENCES, WALLS AND HEDGES” BY CLARIFYING THAT THE HEIGHTS OF ELEVATION OF WALLS AND FENCES SHALL BE MEASURED FROM THE CROWN OF THE ROAD; PROVIDING FOR THE REPEAL OF ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT THEREWITH; PROVIDING FOR SEVERABILITY; CODIFICATION; AND FOR AN EFFECTIVE DATE.

Mayor Vallejo opened the meeting for PUBLIC HEARING

1. Harry Pennington – 1981 NE 158 th Street, North Miami Beach, FL

Mayor Vallejo closed the PUBLIC HEARING.

Motion to approve Ordinance 2015-2 was made by Councilman Pierre, seconded by Councilman DeFillipo Motion

ROLL CALL VOTE: DeFillipo - Yes , Kramer - Yes , Martell - Yes , Pierre –Yes , Smith - Yes , Spiegel - Yes , Vallejo – No Passed 7-0

Ordinance No. 2015-3 (First Reading by Title Only) (Richard Lorber, Assistant City Manager)

AN ORDINANCE OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA ADOPTING AMENDMENTS TO ITS COMPREHENSIVE PLAN INCLUDING TO THE FUTURE LAND USE MAP, TEXT CHANGES TO THE FUTURE LAND USE AND TRANSPORTATION ELEMENTS; AMENDING THE FULFORD MU/TC, MIXED-USE TOWN CENTER DISTRICT; CREATING THE 163RD STREET SOUTH MU/EC, MIXED USE EMPLOYMENT CENTER, 159TH STREET MU/EC, MIXED-USE EMPLOYMENT CENTER, WEST DIXIE HIGHWAY MU/NC, MIXED-USE NEIGHBORHOOD CENTER, ARCH CREEK MU/C, MIXED-USE CORRIDOR, NORTHERN MU/WF, MIXED USE WATERFRONT, EASTERN Page 7 of 10

MU/WF, MIXED-USE WATERFRONT, AND SOUTH MU/WF, MIXED USE WATERFRONT OVERLAY DISTRICTS; AMENDING THE FUTURE LAND USE MAP TO CHANGE THE FUTURE LAND USE DESIGNATION OF CERTAIN PROPERTY AND APPLY THE OVERLAY DESIGNATIONS TO THOSE CERTAIN PROPERTIES (AS PROVIDED FOR IN THE ATTACHED EXHIBIT “A”); PROVIDING FOR CERTIFIED COPIES OF THIS ORDINANCE AND COMPREHENSIVE PLAN TO THE FLORIDA DEPARTMENT OF ECONOMIC OPPORTUNITY AND ALL OTHER UNITS OF LOCAL GOVERNMENT OR GOVERNMENTAL AGENCIES AS REQUIRED UNDER CHAPTER 163, PART II, FLORIDA STATUTES; PROVIDING FOR ADOPTION PURSUANT TO SECTION 163.3184, FLORIDA STATUTES; PROVIDING FOR INCLUSION IN THE CITY OF NORTH MIAMI BEACH COMPREHENSIVE PLAN; PROVIDING FOR THE REPEAL OF ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT THEREWITH; PROVIDING FOR SEVERABIILTY AND AN EFFECTIVE DATE.

City Attorney Smith read the item into the record and Assistant City Manager Lorber provided a brief explanation of the ordinance. Council discussed the item, raising their concerns and outlining their vision for the Comprehensive Plan.

Mayor Vallejo opened the meeting for PUBLIC HEARING

1. Norman Edwards – 1640 NE 175 th Street, North Miami Beach, FL 2. Harry Pennington – 1981 NE 158 th Street, North Miami Beach, FL 3. Jeffrey Berkow – 200 S. Biscayne Blvd, Miami, FL 4. Stanley Price – 1450 Brickell Ave, Miami, FL 5. Ethan Wasserman – 333 SE 2 nd Ave, Miami, FL 6. Jarrett Gross – 1557 NE 164 th Street, North Miami Beach, FL 7. Jean Dolan – 3109 E. Atlantic Blvd, Pompano Beach, FL

Mayor Vallejo closed the PUBLIC HEARING.

Motion to approve Ordinance 2015-3 as amended was made by Councilman Pierre, seconded by Councilman DeFillipo.

ROLL CALL VOTE: DeFillipo - Yes , Kramer - Yes , Martell - Yes , Pierre –Yes , Smith - Yes , Spiegel - Yes , Vallejo – No Passed 7-0

Resolution No. R2015-3 (Esmond Scott, Director of Public Works)

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE A LANDSCAPE, LIGHTING AND MAINTENANCE MEMORANDUM OF UNDERSTANDING, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF NORTH MIAMI BEACH AND THE CITY OF NORTH MIAMI; PROVIDING THE TERMS AND CONDITIONS FOR THE ASSIGNMENT OF MAINTENANCE RESPONSIBILITIES AND BEAUTIFICATION IMPROVEMENTS FROM THE CITY OF NORTH MIAMI TO THE CITY OF Page 8 of 10

NORTH MIAMI BEACH ON A PORTION OF STATE ROAD 826 BETWEEN BISCAYNE BOULEVARD AND SUNNY ISLES CAUSEWAY AND SITUATED WITHIN NORTH MIAMI CITY LIMITS.

City Attorney Smith read the item into the record and Director of Public Services Esmond Scott gave a brief explanation of the resolution.

Mayor Vallejo opened the meeting for PUBLIC HEARING

There were no speakers. Mayor Vallejo closed the PUBLIC HEARING.

Motion to approve Resolution 2015-3 was made by Councilman DeFillipo, seconded by Councilwoman Martell Motion Passed 7-0

CITY COUNCIL REPORTS

Councilman DeFillipo thanked residents for their patience and participation. He urged them to come together for the good of the City. He reassured the community that Council would do right by the citizens and the police department.

Vice Mayor Kramer expressed solidarity with the police department. She resolved to overcome the challenges and asked for forgiveness and the opportunity to heal. She expressed pride in the peaceful discourse that took place at the meeting.

Councilwoman Martell referenced the legislation passed by Council as a step toward healing. She said that addressing the issue head on and working toward a solution was important and an appropriate response. She thanked and apologized to the family who brought the issue forward. She urged residents to participate in her community meetings.

Councilman Pierre assured residents that the city of North Miami Beach would rise and wished them a good night.

Councilwoman Smith apologized on behalf of the city to all those affected and offended. She asked for forgiveness and stressed equality, thanking residents for participating and pointing out areas where the City could improve.

Councilwoman Spiegel echoed the statements of her colleagues and assured residents the City would work hard to resolve its issues. She reminded residents to recycle.

Mayor Vallejo thanked residents for their patience and assured them that the city was moving forward and making progress. He informed them of his upcoming trip to the state capital to procure funds for the City. He expressed the importance of leadership in governance rather than grandstanding. He expressed the importance of forgiveness and resolved that the City would get past this issue.

Page 9 of 10

Next Council Meeting Date: February 3, 2015

ADJOURNMENT

There being no further business to come before the City Council, the meeting was adjourned at 12:01 a.m.

ATTEST:

(SEAL)

______Pamela L. Latimore, CMC

Page 10 of 10

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: Rose Amberson, Human Resources Director Esther Martinez, Risk and Benefits Manager Dotie Joseph, Deputy City Attorney DATE: Tuesday, February 17, 2015

RE: Resolution No. R2015-13 (Rose Amberson, Director of Human Resources)

BACKGROUND The City of North Miami Beach is self-insured for general and ANALYSIS: auto liability claims. In consultation with the City Attorney’s Office, the Risk Management Department is seeking approval for a settlement. On January 12, 2012 a City employee was involved in a motor vehicle accident with a bicyclist who was seriously injured. Through his insurance company, the claimant is seeking reimbursement for medical expenses and costs. While the total amount of medical bills paid exceed $112,000, the City Attorney’s Office negotiated a settlement amount of $52,000 in exchange for a general release of all claims. Based on exposure to the City, it is recommended that the Council approve the proposed Settlement. RECOMMENDATION: It is recommended that Resolution No. R2015-13 be passed by the City Council so that the settlement may be finalized and payment issued. FISCAL/BUDGETARY The cost of the Settlement is $52,000. IMPACT:

ATTACHMENTS: Resolution No. R2015 -13 Settlement Agreement Demand Letter and Itemized Medical Expenses

RESOLUTION NO. R2015-13

WHEREAS, Claimant Cyrille Boily filed a claim against the City on March 31, 2014, for damages in the amount of $89,215.37, as a result of injuries he sustained in a bicycling accident on the morning of January 12, 2012, when he collided with a City vehicle making a right-hand turn at the intersection of 19 th Avenue and NE 163rd Street in North Miami Beach; and

WHEREAS, Mr. Boily underwent surgery to repair a fractured right hip, and incured medical costs, expenses and losses in the amount of US $89,215.37 paid to and in Mr. Boily’s behalf by his insurer Societe de L'Assurance Automobile du Quebec (“SAAQ”), as coverage benefits pursuant to Mr. Boily’s policy and Canadian law; and

WHEREAS, liability is disputed, but failure to settle the claim with Mr. Boily and

SAAQ, as subrogee, will result in the City’s exposure to risk, uncertainty, damages, costs and expenses associated with litigation; and

WHEREAS , Cyrille Boily, SAAQ, and the City desire to amicably and voluntarily settle and release all disputes and claims made, or which could be made in connection with the incident, including claims for personal injuries, without requiring the City to admit or

RESOLUTION NO. R2015-13 acknowledge any wrongdoing, by payment from the City in the total amount of US $52,000.00 to

Mr. Boily and SAAQ jointly.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of North

Miami Beach, Florida:

Section 1. The foregoing recitals are true and correct, and are fully incorporated by reference into this resolution as findings.

Section 2. Approval of Settlement Agreement. The Mayor and City Council of the

City of North Miami Beach, Florida, hereby approve the Settlement Agreement and Release of all Claims by and between Claimants Cyrille Boily and SAAQ, and the City, in the form attached hereto as Exhibit “A.”

Section 3. Authority of the City Manager. The Mayor and City Council of the City of North Miami Beach, Florida hereby authorize the City Manager to execute and deliver the

Settlement Agreement and Release of All Claims and take any and all necessary action to implement the settlement agreement.

Section 4. Effective Date. This Resolution shall become effective immediately upon adoption.

APPROVED AND ADOPTED by the City of North Miami Beach City Council at the regular meeting assembled this 17th day of February, 2015.

ATTEST: ______PAMELA L. LATIMORE GEORGE VALLEJO CITY CLERK MAYOR

(CITY SEAL) APPROVED AS TO FORM: ______JOSE SMITH CITY ATTORNEY Sponsored By: Mayor and Council

RESOLUTION R2015-13

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: J. Scott Dennis, Chief of Police Harvette Smith, Accreditation Manager DATE: Tuesday, February 17, 2015

RE: Resolution 2015-16 (J. Scott Dennis, Chief of Police)

BACKGROUND ANALYSIS: Pursuant to City directives and policy, the Mutual Aid Agreements (MAA) between the North Miami Beach Police Department (NMBPD) and our partnering agencies will be presented to Council. Attached you will find an MAA renewing the ongoing relationship and agreements between the NMBPD and the Hialeah Police Department. This agreement follows Florida State Statutes Chapter 23.1225 and allows for the legal authority to render and/or receive aid to and from the concerned Departments. MAA’s are written authority given from one agency to another to convey the statutory authorities to conduct law enforcement activities outside of one of the agency’s jurisdiction. These agreements and arrangements are necessary for the day to day operations of the Departments. RECOMMENDATION: Approval of the Mutual Aid Agreement with Hialeah Police Department is recommended. FISCAL/BUDGETARY None. Our existing Mutual Aid Agreement is longstanding and IMPACT: approval to renew the agreement will have no fiscal impact on our operation

ATTACHMENTS: Resolution 2015 -16 Mutual Aid Agreement - City of Hialeah

RESOLUTION NO. R2015 -16

WHEREAS , it is the responsibility of the respective governments of the City of North

Miami Beach and the City of Hialeah to ensure the public safety of their citizens by providing adequate levels of police service to address any foreseeable routine or emergency situation; and

WHEREAS , the existence of, and continuing possibility that there may be the occurrence of law enforcement problems, and other natural and man-made conditions which are, or likely to be, beyond the control of services, personnel, equipment, or facilities of the City of North Miami

Beach Police Department and the City of Hialeah Police Department; and

WHEREAS, it is necessary to ensure that these law enforcement agencies will have adequate resources to address any and all of these conditions, to protect the public peace and safety, and to preserve the lives and property of the people of North Miami Beach and Hialeah; and

WHEREAS , the City of North Miami Beach and the City of Hialeah have the authority under Chapter 23 of the Florida Statutes, known as the “Florida Mutual Aid Act,” to enter into the attached Voluntary Cooperation and Operational Assistance Mutual Aid Agreement.

RESOLUTION NO. R2015-16

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of

North Miami Beach:

Section 1. The aforementioned recitals are true and correct.

Section 2. The Mayor and Council of the City of North Miami Beach hereby authorize the City Manager and City Clerk to execute a Voluntary Cooperation and Operational

Assistance Mutual Aid Agreement with the City of Hialeah, for the purpose of coordinating law enforcement planning, operations, and mutual aid benefit between the City of North Miami

Beach and the City of Hialeah.

APPROVED AND ADOPTED by the City of North Miami Beach City Council at the regular meeting assembled this ___day of ______, 2015.

ATTEST:

______PAMELA L. LATIMORE GEORGE VALLEJO CITY CLERK MAYOR

(CITY SEAL) APPROVED AS TO FORM, LANGUAGE AND FOR EXECUTION

______JOSÉ SMITH CITY ATTORNEY

Sponsored by: Mayor and Council

RESOLUTION R2015-16

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: Esmond Scott, Director of Public Works DATE: Tuesday, February 17, 2015

RE: 826/Biscayne Blvd Median Landscape Update (Esmond Scott, Director of Public Works)

BACKGROUND ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: SR 826, Bisc Blvd Update Memo

CITY OF NORTH MIAMI BEACH INTEROFFICE MEMORANDUM

Public Works Department

TO: Ana M. Garcia, City Manager

FROM: Esmond K. Scott, Public Works Director

DATE: February 12, 2015

RE: SR826, Biscayne Boulevard and NMB Entry Signs Updates

The above referenced corridors have been a buzz of activity over the last few months. That, along with the design and construction of entryway signs to be strategically placed at entrances to our City, are evidencing beautification components and adding to the clean, attractive environment we are creating.

The phased approach to the beautification of SR826 and Biscayne Boulevard is progressing according to plan. The objective is to create attractive, consistent landscapes that thrive with the local environment while lessening maintenance efforts. This will reflect the Florida Department of Transportation’s (FDOT) Bold Landscaping Initiative. Listed below is the progress thus far and overall plans for the remaining medians.

Golden Glades/NW 2 nd Avenue to NE 3rd Avenue: The upgrade of this area is being funded by a matching grant of $100,000 from FDOT’s Florida Highway Beautification Council. Staff has already removed shrubs and, having just received approval from FDOT on design, we will be proceeding with fill, sod, irrigation, and installation of plant material.

NE 3rd Avenue to NE 15 th Avenue: Last weekend, staff removed overgrown vegetation from the medians between NE 3 rd and NE 8 th Avenues. The irrigation system is being assessed and sod and trees will be placed thereafter. NE 15 th to NE 8th Avenues are substantially complete. Our next step is to fill in the gaps with trees. This area was funded by carryover funds from FY14.

NE 15 th Avenue to West Dixie Highway: With the exception of two medians that are not completely irrigated, these medians are complete. They were funded by a combination of FDOT grant ($100,000) and the Community Redevelopment Agency ($100,000) funds.

Biscayne Boulevard to Sunny Isles Bridge: We are finalizing arrangements with a contractor to design the landscaping east of Biscayne Boulevard. While it will still evidence FDOT’s Bold Landscaping Initiative, this entry point, with its vast thoroughfare of multiple medians and swales that lie in another jurisdiction, will demand attention that is best served by an outside contractor. During the week of February 16, 2015, staff will begin clearing shrubs and damaged trees to allow for a clean, partially canopied canvas as we prepare for design. The design is being funded from dollars appropriated in this fiscal year’s Beautification Master Plan and planting will be funded from Marina Palms’ impact fees.

Biscayne Boulevard City Limits : In the coming weeks, staff will be busy readying this corridor for design. Hedges will be pulled, compromised trees removed, and primarily Medjools pruned. Again, this area is being readied as an open canvas for design. This will be funded from Marina Palms’ impact fees.

NMB Entry Signs: After final meetings last Friday with contractors and FPL’s representative, power sources have been identified, scope revised, and purchase orders are being readied to get two entry signs in place. One will be installed at the easternmost point of our city and will be clearly visible at the foot of the median going west from the Sunny Isles Bridge. The other will be installed in the second median, going south on Biscayne Boulevard, leaving the City of Aventura’s southernmost point. These signs will be funded from FY15 budget.

If there are any questions as they pertain to this, I will be happy to answer same.

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: Barbara Trinka, Director of Finance DATE: Tuesday, February 17, 2015

RE: Annual Financial Audit Update (Barbara Trinka, Director of Finance)

BACKGROUND ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: Audit Update Memo

City of North Miami Beach Interoffice Memorandum

Financial Services Department TO: Ana M. Garcia, City manager

FROM: Barbara Trinka, Director of Finance, CPA, MBA

DATE: 12/10/2014

RE: Audit and CAFR Update

This memorandum serves as an update regarding our independent Audit and Comprehensive Annual Financial Report (CAFR). Both the City’s Charter and Florida Statute require that the City issue an annual report on its financial position and activities, and that an independent firm of certified public accountants audit this report. In addition, we are required to publish the annual report (e.g. CAFR) within nine months of the close of each fiscal year. The CAFR includes the audited financial statements, note disclosures, and required supplementary information, and is presented in accordance with generally accepted accounting principles

In December of 2014, Mayor and City Council approved the renewal of the engagement letter with the Sharpton Group, P.A., a licensed certified public accounting firm, to conduct the financial audit for the fiscal year ended September 30, 2014. I am pleased to announce that the audit has begun and we have made great progress. The Finance team has worked diligently to provide the auditors with all the information they requested and I greatly appreciate all their support and hard work.

Although there is much work ahead, we expect to complete the CAFR by March 31, 2015, which would be in advance of our state statute requirement. This would also allow us to once again submit our CAFR to the Government Finance Officers Association (GFOA) for the Certificate of Achievement for Excellence in Financial Reporting. We have received this prestigious award for twenty-five consecutive years.

Once the audit is completed, the Sharpton Group, P.A. will present their findings and year-end results to Council. I will continue to update you on the progress of the audit and look forward to the completion of another exceptional CAFR.

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: Candido Sosa-Cruz, Director of Code Compliance & Building Services DATE: Tuesday, February 17, 2015

RE: Code Compliance Division - First 180 Days (Candido Sosa- Cruz, Director of Code Compliance & Building Services)

BACKGROUND ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: Code Compliance Division - First 180 Days

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: Robert Anathan, Director of Customer Service DATE: Tuesday, February 17, 2015

RE: Customer Service Enhancements (Robert Anathan, Director of Customer Service)

BACKGROUND ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: Cust Service Memo

City of North Miami Beach, Florida Utility Billing & Customer Service Department

TO: Ana Garcia, City Manager

VIA: Mac Serda, Assistant City Manager

FROM: Bob Anathan, Utility Billing & Customer Service Director

DATE: February 11, 2015

SUBJECT: Customer Service Issue

Customer Service continues to be a work in progress. The department’s primary objectives are to be professionally responsive to our customers’ needs while ensuring the City’s financial interests are fully protected. The following are some of the recent highlights of the department’s progress.

Collections – The department has undertaken many activities which have sharply improved collections. The overall non-governmental delinquent receivables have decreased from $3.49 million at the end of September to $3.07 million at the end of December. None of the decline is attributable to receivables being written off.

Staffing – The department will be at full strength for the first time in more than a half year. A cadre of experienced intermediate level management is now in place to oversee daily operations, freeing up senior management to focus on more strategic issues. This also establishes the structure for development of the management team to allow for orderly succession as needed.

Automated Meter Reading – The Department, in conjunction with Public Utilities, is overseeing a program to install approximately 33,000 remote-read water meters and leak sensors throughout the City’s service area. Close to 45% of the new meters have been installed with all to be replaced by the end of FY 15. Staff is undergoing training to learn to fully utilize the capabilities of this system which will very significantly enhance the City’s ability to be proactive in meeting the needs of its customers. The nature of services provided by Customer Service will drastically change once this technology is fully implemented and smoothly functioning.

Online Billing & Payment and Pay-By- Phone – The IT department took the lead in upgrading the City’s electronic payment and pay-by-phone services and expanded the service to include electronic billing. So far approximately 8% of the customers have opted for this service, reducing City mail expense and increasing the reliability of invoice delivery. The department continues to encourage registering for this service whenever working with customers and continues to obtain customer feedback, resulting in further service enhancements.

17011 N.E. 19th. Ave • North Miami Beach, FL 33162-3111 • (305) 947-7581 • www.citynmb.com

Information Technology – The backbone of department operations is an IT system based on 1990s technology. Although it gets the job done, it is very labor intensive and doesn’t permit the overview required to focus on some key issues. Consequently a database has been developed which permits senior management to scroll through all 34,000 utility accounts to easily identify problem accounts and propose corrective actions. Many chronically delinquent accounts are either being brought into compliance or shut down with the result that improvement in overall delinquency is beginning to occur.

Liens – The City had fallen significantly behind in placing liens on properties where a property owner utility account had become significantly delinquent. A crash program was initiated with nearly 600 property owners notified that liens would be placed on their properties if utility delinquencies weren’t resolved. This has resulted in nearly 30% immediate compliance, helping to reduce overall utility delinquency. As part of this program, approximately 175 new liens have been placed to ensure future payment,

Training – The HR Director has provided Customer Service refresher training to all office and field staff to enhance their professionalism in dealing with the wide range of customer service issues they are confronted with. This is an ongoing program to ensure that customer services skills are continually refined and maintained.

17011 N.E. 19th. Ave • North Miami Beach, FL 33162-3111 • (305) 947-7581 • www.citynmb.com

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia VIA: Barbara Trinka , Director of Finance Patrick Rosiak, IT Manager DATE: Tuesday, February 17, 2015

RE: Enterprise Resource Planning (ERP) project update (Barbara Trinka , Director of Finance & Patrick Rosiak, IT Manager)

BACKGROUND ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: ERP Summary memo

City of North Miami Beach, Florida INFORMATION TECHNOLOGIES DIVISION

TO: ANA M. GARCIA, CITY MANAGER

FROM: BARBARA TRINKA, DIRECTOR OF FINANCE PATRICK ROSIAK, INFORMATION TECHNOLOGIES MANAGER

DATE: FEBRUARY 10, 2015

SUBJECT: ERP STATUS UPDATE

This memorandum provides a synopsis of where the City is currently with respect to the ongoing implementation of its Enterprise Resource Planning (ERP) solutions. In early November 2014, City management and staff gathered in the Littman Theater for the ERP project kickoff meeting. At that time, Project FUSION was unveiled to staff along with the ERP Project Charter, Executive Mandate and additional materials. A copy of these materials have been made available to the Mayor and Council for their review.

As of the date of this memorandum, the staff has targeted a go-live date for Financials of October 1, 2015. This is an aggressive, yet achievable schedule according to the project management team. Certain significant milestones have to be met to meet this timeline. The first of which is the creation of the new Chart of Accounts (COA), which is the foundation of the new Financial system. This conversion will also allow for the mapping of data from the old system to the new system. The COA creation process is very detailed and time consuming. Director Trinka has taken the lead role in this process and has done a fantastic job. We are looking forward to having a completed Chart of Accounts by the end of February.

From February through the beginning of summer 2015, staff will be tasked with data conversion and validation, as well as defining the new security, functional roles and workflows that will be embedded in the new Finance system. End-user training on the new Financial system is slated to begin sixty days prior to go live. Also during this time the staff from the land management departments (Building, Code Compliance, Occupational Licensing, Planning and Zoning, and Engineering) will be working on the Energov implementation. The kickoff for Energov occurred in early February with a more formal “Energov Fundamentals” training taking place over the first two weeks of March.

An essential component of the Energov solution is the integration of a viable Geographic Information System (GIS) platform. The City has partnered with ROK Technologies to create a hosted GIS environment that is now live. This platform will link directly to Energov and will allow staff to access parcel and neighborhood data. The platform will also be used by Engineering for specific water and sewer infrastructure applications.

Also taking place in early 2015, was the kickoff for Parks and R.E.C.’s new ERP software. Staff from Parks and R.E.C, I.T. and Vermont Systems met for a week to begin the process of implementing the recreation software. The targeted go-live timeframe is March 2015.

We would be remiss if we did not mention our ongoing relationship with Plante & Moran. Plante & Moran was engaged to assist the City with the initial needs assessment and RFP preparation for this project. They were also engaged to provide project management support during the ERP implementation. We have been very fortunate to have Sheila Butler assigned to us to assist with this project. Sheila is a former CIO from Horry County, South Carolina. She brings with her a wealth of experience when it comes to these types of implementations and we are thrilled to have her as part of this project.

We thank you for your support of this project and look forward to future reports of the successes in this endeavor.

17011 N.E. 19th. Ave • North Miami Beach, FL 33162-3111 • (305) 948-2975 • Fax: (305) 919-3737 • www.citynmb.com

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: DATE: Tuesday, February 17, 2015

RE: Heart Health Walk

BACKGROUND ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: Festival Flyer

HEART HEALTH WALK

C C

O O

M N N

E & M M

M I S O S I W O W O f N o o S n TU the STAT HEALTH FAIR Saturday, February 28, 2015 9 a.m. to 1 p.m. Gates Open at 8 a.m. for Registration Gwen Margolis Amphitheater 16501 NE 16th Avenue

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: DATE: Tuesday, February 17, 2015

RE: 1st Annual Community Spring Festival

BACKGROUND ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: Festival Flyer

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Jose Smith, City Attorney VIA: DATE: Tuesday, February 17, 2015

RE: Request for Outside Council (Jose Smith, City Attorney)

BACKGROUND ANALYSIS: RECOMMENDATION: Approval is recommended. FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: Memorandum and Jean Olin's Resume

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Jose Smith, City Attorney VIA: DATE: Tuesday, February 17, 2015

RE: Litigation List

BACKGROUND As of February 17, 2015 ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: Litigation List

TO: Mayor and City Council

FROM: Jose Smith, City Attorney

DATE: February 17, 2015 ______LITIGATION LIST I. Civil Rights:

Smith, Tyis v. CNMB DEFENSE VERDICT (U.S. Federal District Court)

II. Personal Injury:

III. Other Litigation:

Dehere, Sean v CNMB Return of Firearm/Replevin PROPERTY ORDERED RETURNED

IV. Forfeitures:

CNMB v Chrysler Capital One 2014 Chrysler 300 SETTLED

* CNMB v Christophe One 2006 Pontiac G6

* CNMB v Herrera-Fernandez/Pinero/Almejeira/Gutierrez $29,900.00 in US Currency

V. Mortgage Foreclosures:

21 Assets Management v CNMB (Burke) PROPERTY SOLD

Federal National Mortgage v CNMB (Arroyo) PROPERTY SOLD

* Federal National Mortgage v CNMB (Lopez)

CNMB v HSBC (Montilla) SETTLED

Wells Fargo v CNMB (Dorvil) VOLUNTARY DISMISSAL

VI. Bankruptcies:

*New Cases

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: DATE: Tuesday, February 17, 2015

RE: Annual Review of City Manager's Contract (Ana M. Garcia, City Manager)

BACKGROUND ANALYSIS: RECOMMENDATION: FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: City Manager Contract Proposal

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: Candido Sosa-Cruz, Director of Code Compliance & Building Services DATE: Tuesday, February 17, 2015

RE: Resolution No. R2015-14 (Candido Sosa-Cruz , Director of Code Compliance & Building Services)

BACKGROUND The City’s Code Enforcement Board and its Special Magistrates ANALYSIS: are authorized to impose fines against real property found to be in violation of the Code of Ordinances of the City of North Miami Beach. Requests to mitigate code violation fines and liens are reviewed and processed by the Code Compliance Division.

Upon request by a property owner or other interested party, code violation liens may be compromised, mitigated or otherwise settled pursuant to the authority vested in the City Council.

The City’s Code tracks the language of Fla. Stat. § 162.09(3), which provides that “a lien arising from a fine imposed pursuant to this section runs in favor of the local governing body, and the local governing body may execute a satisfaction or release of lien entered pursuant to this section. ”

Pursuant to § 162.09 (3), Florida Attorney General Opinion 2002-62 advises that “a code enforcement board is not authorized to reduce a fine for noncompliance with an order of the board after that order has been recorded pursuant to section 162.09(3), Florida Statutes. Rather, upon being recorded, such an order becomes a lien that may only be compromised, satisfied or released by the local governing body .” RECOMMENDATION: Most municipalities authorize their City Manager to settle, satisfy and compromise code violation fine liens subject to certain criteria. By authorizing the City Manager to reduce by not more than $100,000, and to execute releases of liens, subject to certain criteria the lien mitigation process will be more efficient, reducing the substantial amount of time and resources consumed in the mitigation process. FISCAL/BUDGETARY The City Council shall continue to approve all of those code IMPACT: violation liens where a reduction of more than $100,000 per lien is sought, under the proposed Resolution.

ATTACHMENTS: Resolution No. R2015 -14

RESOLUTION NO. R2015-14

WHEREAS , the City’s Code Enforcement Board and its Special Magistrates are authorized to impose fines against real property found to be in violation of the Code of

Ordinances of the City of North Miami Beach; and

WHEREAS , a lien may be recorded against real property and in favor of the City of

North Miami Beach, upon ratification of any fine imposed against real property found to be in violation of a City Ordinance pursuant to Chapter 14 of the City’s Code of Ordinances and

Chapter 162, Florida Statutes; and

WHEREAS , upon request by a property owner or other interested party, code violation liens may be compromised, mitigated or otherwise settled pursuant to the authority vested in the

City Council; and

WHEREAS , requests to compromise, negotiate and otherwise settle code violation liens are frequently made by property owners and interested parties seeking to transfer title to real property or otherwise needing removal of a cloud on title to real property, many of which are made seeking resolution of the liens on an expedited basis; and

WHEREAS , the City Council desires to reduce the amount of time and resources expended by the City in resolving the numerous requests to compromise, mitigate and settle code

RESOLUTION NO. R2015-14

violation liens, and to provide a fair, practicable and consistent procedure to compromise, mitigate and settle certain code violation liens on an expedited basis; and

WHEREAS , the City Manager is authorized to perform certain functions and powers, as set forth in Section 34 of the Charter of the City of North Miami Beach, and to perform such other duties as may be prescribed by the City Council by ordinance or resolution, as provided under Section 34(14) of the City’s Charter; and

WHEREAS , in order to create a fair and consistent procedure for the expeditious and economical compromise, mitigation and settlement of certain code violation liens, the Mayor and

City Council deem it in the best interest of the City’s residents, property owners, and others, to vest the City Manager or the City Manager’s designee with authority to settle or satisfy code violation liens where said lien is to be reduced by not more than $100,000, according to the terms and conditions provided below.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of North

Miami Beach, Florida.

Section 1. The foregoing recitals are true and correct, and are incorporated herein.

Section 2. The City Manager of the City of North Miami Beach, Florida, or the City

Manager's designee, is hereby vested with authority to compromise, negotiate and otherwise settle liens recorded in the public records of Miami-Dade County, Florida, resulting from unpaid fines imposed for a violation of the City’s Code of Ordinances, where said lien is to be reduced by not more than $100,000, and to thereafter execute a release of said lien, subject to the following terms and conditions:

(A) All settlement requests will be set down for hearing before the City’s special

magistrate, where relevant documents will be submitted and testimony from a Code

2 RESOLUTION NO. R2015-14 Compliance officer will be presented. The property owner, or the owner’s designee, will be provided an opportunity to speak or present witnesses or evidence.

(B) After hearing the settlement request, the special magistrate shall issue a written report and recommendation to the City Manager, specifying the recommended settlement amount, terms, and conditions, and confirming that:

i. the subject property is in full compliance with the City's Code, Florida Building Code, Fire Code, and all applicable laws and regulations;

ii. all properties within the City of North Miami Beach owned by the same property owner are in full compliance with the City's Code, Florida Building Code, Fire Code, and all applicable laws and regulations;

iii. all special assessment fees and liens for costs arising from services rendered by the City against the subject property are paid in full;

iv. full payment of all fees and costs in connection with the satisfaction of each code violation lien has been or will be made prior to the release of any lien;

v. all concerned City departments have reviewed information relevant to the settlement request and have confirmed that the property is eligible for settlement of the lien(s);

vi. the City Attorney has reviewed information relevant to the settlement request and has confirmed that settlement of the subject lien(s) is appropriate.

(C) The City Manager’s final decision will be issued in writing to the property owner or interested party, directing payment of the settlement amount and compliance in

3 RESOLUTION NO. R2015-14 full with any conditions set forth in the decision within thirty (30) days of the date of the

decision’s issuance.

(D) Upon confirmation of full compliance with the requirements set forth in

the City Manager’s decision, an administrative release of lien or satisfaction of lien shall

be executed by the City Manager or designee and recorded in the public records of

Miami-Dade County.

Section 3. The City Manager shall not mitigate any costs or fees incurred by the City in connection with enforcing compliance of a code violation, including, but not limited to labor, services, materials, or equipment supplied by the City; costs or fees expended by the City for lot- clearing, board-up, nuisance abatement, demolition, or any such special assessment; funds expended or owed for service or publication of required notices, costs of necessary title examinations, and the like.

Section 4. The City Council shall continue to hear and determine settlement requests of all code violation liens seeking a reduction of more than $100,000 per each lien.

Section 5. The City Attorney shall review, and approve as to form, all documents prior to their execution by the City Manager, and shall advise the City Manager with respect to legal issues concerning the settlement and/or release of any lien.

Section 6. If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be invalid in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution.

Section 7. This Resolution shall be effective immediately upon its adoption.

4 RESOLUTION NO. R2015-14 APPROVED AND ADOPTED by the City of North Miami Beach City Council at the regular meeting assembled this 17th day of February, 2015.

ATTEST:

______PAMELA L. LATIMORE GEORGE VALLEJO CITY CLERK MAYOR

(CITY SEAL) APPROVED AS TO FORM AND LANGUAGE AND EXECUTION

______JOSÉ SMITH CITY ATTORNEY

Sponsored by: Mayor and Council

5 RESOLUTION NO. R2015-14

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: Candido Sosa-Cruz, Director of Code Compliance & Building Services DATE: Tuesday, February 17, 2015

RE: Resolution No. R2015-15 (Candido Sosa-Cruz, Director of Code Compliance & Building Services)

BACKGROUND The Code Compliance Division received a request from property ANALYSIS: representative Jennie Dennett, to mitigate, satisfy and settle outstanding code violation fines and liens recorded against the property located at 341 NE 168th Street. RECOMMENDATION: It is recommended in the best interests of the citizens of the City of North Miami Beach to accept the $4,000.00 to settle and satisfy the fines and liens and execute lien releases. The purpose of code enforcement is to achieve code compliance so that the citizens of North Miami Beach may enjoy a cleaner, safer, and better place to live. FISCAL/BUDGETARY Jennie Dennett has offered the City $4,000.00 to settle and IMPACT: satisfy the property's fines and liens, and for the execution and recording of lien releases.

ATTACHMENTS: Cover Memo & Backup Documentation Resolution No. R2015 -15

RESOLUTION NO. R2015-15

WHEREAS , a request to mitigate, satisfy and settle code violation fines and liens recorded against the property at 341 N.E. 168 th Street, North Miami Beach, was submitted by owner Jennie Dennett (“Owner”) to the City of North Miami Beach (“City”); and

WHEREAS , the code violation fines and liens on this residential property total

$358,200.00, comprising recorded liens in the amount of $200,200.00 and accrued fines in the amount of $158,000.00 for various non-serious code violations, as shown in the attached code violations summary; and

WHEREAS , Code Complaint No. 050505-20, issued May 5, 2005, for litter or debris remaining on the premises, was brought into compliance on April 27, 2006; and

WHEREAS , Code Complaint No. 050505-21, issued May 5, 2005, for the presence of a derelict vehicle remaining on the premises, was brought into compliance on April 26, 2006; and

WHEREAS , Code Complaint No. 061115-32, issued on November 15, 2006 for failure to remove weeds and re-sod bare areas of the lawn, was brought into compliance on July 7,

2011; and

WHEREAS , the Owner brought the violations into compliance as soon as possible, but was delayed by personal and financial hardship; and

RESOLUTION NO. R2015-15 WHEREAS , the Owner has offered the City $4,000.00, almost eight per cent of the approximate $55,000 actual value of the 400 square foot single family home to satisfy the penalties arising from the non-serious code violations; and

WHEREAS , the Owner will pay the City the sum of $4,000 within thirty (30) days of the adoption of this Resolution and agree and acknowledge that failure to render payment in a timely manner will cause the original amount of $358,200.00 in liens and fines to remain against the property and result in the voiding of the Resolution; and

WHEREAS , the City of North Miami Beach believes it to be in the best interests of the residents and citizens of the City of North Miami Beach to accept $4,000.00 to settle and satisfy the fines and liens resulting from the code violations, and upon the Owner’s compliance with the terms and conditions herein, will deem satisfied and settled all fines, liens, fees, charges and penalties arising from Code Complaint Numbers 050505-20; 050505-21, and 061115-32, and will execute and record lien releases with the County Recorder.

NOW, THEREFORE,

BE IT RESOLVED by the City Council of the City of North Miami Beach, Florida:

Section 1. The foregoing recitals are true and correct and are incorporated fully herein.

Section 2. The Mayor and Council of the City of North Miami Beach, Florida, hereby accept $4,000.00 to settle and satisfy the subject code enforcement fines and liens, payable in full within thirty (30) days of the adoption of this Resolution, and upon receipt of $4,000.00, to cause releases of all liens resulting from the above-described Code Complaints to be executed and recorded in the Public Records of Miami-Dade County, Florida.

RESOLUTION NO. R2015-15 Section 3. The Mayor and Council of the City of North Miami Beach, Florida, hereby authorize and direct the City Manager, or her designee, to execute lien releases in accordance with the above terms and conditions.

Section 4. This Resolution shall take effect immediately upon its passage and adoption.

APPROVED AND ADOPTED by the City of North Miami Beach City Council at the regular meeting assembled this 17th day of February, 2015.

ATTEST:

______PAMELA L. LATIMORE GEORGE VALLEJO CITY CLERK MAYOR (CITY SEAL) APPROVED AS TO FORM:

______JOSÉ SMITH CITY ATTORNEY

Sponsored by: Mayor and Council

RESOLUTION NO. R2015-15

City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana Garcia, City Manager VIA: Richard Lorber, Assistant City Manager DATE: Tuesday, February 17, 2015

RE: Resolution No. R2015-18 (Richard Lorber, Assistant City Manager)

BACKGROUND Chatoyer Enterprises, LLC, the owner of the property located at ANALYSIS: 45 NE 167 th Street, North Miami Beach, Florida desires to dedicate a ten foot (10ft) portion of the alleyway on the north portion of their property. RECOMMENDATION: Approval is recommended FISCAL/BUDGETARY IMPACT:

ATTACHMENTS: Resolution No. R2015 -18 Exhibit A to Resolution No. R2015 -18 Exhibit B to Resolution R2015 -18 Exhibit C to Resolution R2015 -18

RESOLUTION NO. R2015-18

WHEREAS , Chatoyer Enterprises, LLC. (“Property Owner”), the owner of the property located at 45 NE 167 th Street, North Miami Beach, Florida desires to dedicate a ten foot (10ft) portion of the alleyway on the north portion of their property (Exhibit “A”); and

WHEREAS, the recorded deed documents reflect a dedication made to the City of North Miami

Beach (“City”) of the 10 feet of alleyway on the adjacent lots on the same Block 10 of OLETA

TERRACE as recorded in Plat Book 8 at Page 117 of the Miami-Dade Public Records (see attached

Resolution R68-136 and Dedication Deed Official Records Book 5251 Page 729, Exhibit “B”); and

WHEREAS, the legal description of the alleyway portion of the property and the Right-of-Way

Deed to the City from the Property Owner is attached as Exhibit “C”, which is incorporated herein by reference; and

WHEREAS, the Mayor and City Council of the City of North Miami Beach find that it is in the best interests of the City to accept the Right-of-Way Deed for perpetual public access and use as an alleyway, in substantially the attached form.

NOW, THEREFORE , BE IT RESOLVED by the City Council of the City of North Miami

Beach, Florida.

Section 1. The aforementioned recitals are true and correct.

RESOLUTION NO. R2015-18 Section 2. The Mayor and City Council hereby authorize the City Manager, in a form acceptable to the City Attorney, to do all things necessary to accept the Right-of-Way Easement to the

City of North Miami Beach from Chatoyer Enterprises, LLC, in substantially the attached form.

APPROVED AND ADOPTED by the City Council of the City of North Miami Beach, Florida at regular meeting assembled this 17th day of February, 2015.

ATTEST:

______PAMELA L. LATIMORE GEORGE VALLEJO CITY CLERK MAYOR

(CITY SEAL) APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION

______JOSE SMITH CITY ATTORNEY

Sponsored by: Mayor and Council

RESOLUTION NO. R2015-19

SOCCER DEVELOPMENT GROUP LLC

Proposal to the City of North Miami Beach

Index

1- Letter to the City …………………………………………………………………………………………..……Page 3

2- About Boca Soccer Schools ……………………………………………………………………………… Page 10

3- Soccer Development group and Boca Juniors Club …………………………………………… Page 21

4- Soccer Development Experience……………………………………………………………………… Page 24

5- Programs and Scholarships……………………………………………………………………………… Page 26

6- Operating Procedures ……………………………………………………………………………………… Page 29

7- Samples of Exercises Procedures ……………………..………………………………………………. Page 50

8- Samples of Education Procedures ……………………………………………………………………. Page 56

9- Proposal of Improvements ………………………………………………………………………………. Page 60

10- Expected Investments ……………………………………………………………………………………… Page 69

11- Business Proposal ……………………………………………………………………………………………. Page 70

LETTER TO THE CITY

Miami, December 2014 HAND DELIVERED

City of North Miami Beach c/o Ms. Ana Garcia City Manager

Dear Ms. Garcia,

It is our pleasure to deliver this proposal to communicate our interest in developing the Boca Juniors Soccer School in the City of North Miami Beach. Our company has a strong interest in investing in the State of Florida for the development of soccer facilities due to the great growth this sport has been realizing in recent years.

We have conducted market and business feasibility studies confirming the prospective success of our business model and we have partnered with the most important Soccer Club in Argentina, Boca Juniors, as we move forward with this initiative. Another key player on our team is Construkom USA, one of the most accomplished architectural firms with experience in the development of sports sites both in US and Argentina. As you may know, Boca Juniors is one of the leading soccer teams in the world and in the history of world soccer. Many of the top players have emerged from this institution. The club works in the development of professional soccer players with a global screening methodology; said methodology is contemplated for the City of North Miami Beach.

We believe the City of North Miami Beach is ideal for the development of soccer schools for various reasons including demographics, the growing interest in both male and female soccer in US (see Annex 1), and for the amount of schools, colleges and universities in the area including Aventura, Sunny Isles, Ball Harbor, Miami Gardens and North Miami (see Annex 2).

For this reason our interest is to deliver this unsolicited proposal to the City of North Miami Beach to enter into a Public-private partnership pursuant to Section 287.05712, Florida Statutes for the operation of a soccer facility with concessions at Patricia A. Mishcon Park. This promises to be the first state of the art soccer facility in Florida under the Boca Junior Soccer School Brand.

We will use the same methodology as we use in Argentina for the training coaches to work in North Miami Beach and will send professionals from Buenos Aires, as necessary, to ensure the same levels of excellence that the institution have in the world.

At this time the club is training more than 11,000 kids around the world with the same methodology we plan to use in North Miami Beach. Our intension is offer to the public development and training programs for children aged 5 to 12 and professional training for young people aged 12 to 19, tournaments, develop a soccer league in the area and a plan of exhibitions with professional players from Argentina.

We will build a site with the best technology and all the necessary amenities to make this school one of the best exponents of the Boca Juniors Schools in the world. Our team will develop a state‐of‐the‐art sports complex to provide top‐quality athletic opportunities for youth in North Miami Beach. We will also coordinate and facilitate sport scholarship opportunities for students from all over the US. This project will help to redesign all the area creating not only one of the best sports and entertainment facility in the area, but also a “destination park” were the families and visitors wants to stay.

At this time, this area is underutilized and most of the time, are empty. This is a bad situation for the neighbor and for the business in the area.

We will improve the services and enhance the infrastructure creating and anchor for the CRA

The City of North Miami Beach will benefit by increasing the quality of current youth and adult local sports programs, developing further growth opportunities and generating new sources of revenues (receiving a percentage of the revenues for the soccer academy and also by hosting, local and regional sports tournaments, camps/clinics). This venue promises will showcase the City of North Miami Beach as a premier sports venue community.

Beside the new revenues the City will generate with this proposal, also will reduce their expenses in the maintenance of the above mentioned park, due to Soccer Development Group will be responsible for the maintenance of the new facility.

The spirit of our proposal is based on the support and assistance to new generations through soccer as a source for of a healthy lifestyle while allowing the City of North Miami Beach to offer to the community, especially schools, extra sporting activities with professional support from our team.

Assuming a Private Public Program can be achieved, we will make the necessary investments to recondition the south soccer fields currently in place, and develop enough infrastructures to host public tournaments and exhibitions, professional lighting, looker rooms, pro shop and a sport restaurant.

This new infrastructure will allow the city to offer both active and passive programs.

We expect to develop several soccer teams for youth, men, women and mixed, providing all players - from beginners to highly skilled - the right environment for recreational and competitive sports. The fields can also be rented for practices, birthday parties, corporate events, summer camps, clinics, and training programs for sports teachers.

A Pro Shop branded Boca Juniors will be on site to provide Boca products to the players, teams, leagues and schools. The facility shall be completed with a thematic restaurant serving beverages and meals in the sport context ("healthy food").

Included in this proposal you will find specific information about Boca Junior Club, Boca Junior Soccer Schools, improvements we plan to make at the facility, contemplated investments and business terms for the Management Agreement.

We are excited about the prospects of this venture in North Miami Beach. If the City would like to know more about our operation and visit our facility in Buenos Aires, we would be delighted to host your representative and tour him throughout our facility.

If you have any comment or doubt about this proposal, please don’t hesitate to contact us at any time.

Looking forward to hearing your feedback.

My best regards

Daniel Rotsztain President Soccer Development Group LLC

ANNEX 1

Growing Interest of Soccer in US

By many estimates, the 2014 World Cup was an on-field hit, with memorable goals punctuating some riveting matches. Now marketers are hoping that success will yield new financial gains and attract more U.S. fans to the world's most popular sport.

Judging solely by television ratings for this year's World Cup in Brazil, soccer is on the upswing in the U.S., at least as a spectator sport. For example, the June 22 encounter between the U.S. and Portugal drew a combined audience of 24.7 million between ESPN and Spanish-language Univision, making it the year's most-viewed sporting event up to that point, excluding National Football League games.

Even after Team USA was knocked out of the tournament by a 2-1 loss to Belgium, the Cup continued to draw U.S. viewers. Sunday's final match, in which Germany defeated Argentina 1-0 in extra time to secure the nation's fourth World Cup title, averaged a 9.7 overnight rating on ABC and ESPN. On Spanish-language Univision Deportes, the match averaged 9.2 million viewers, according to company figures.

According to Nielsen, this year's final was the third-highest metered market rating ever for any World Cup match on the ESPN networks and ABC. The only matches to earn a higher overnight rating were the U.S.-hosted 1994 World Cup final between Brazil and Italy (12.8); and a round- of-16 showdown that summer between the U.S. and Brazil (10.4).

Through all 64 matches of the 2014 tournament, ESPN, ESPN2 and ABC averaged a 3.1 metered market rating, an increase of 29% compared to the 64 matches of the 2010 World Cup in South Africa (2.4).

Broadcasters such as ESPN and Fox are making "a bet on the future" by carrying more soccer, Mr. Brown said. Fox carries European Champions League matches and owns the rights to the 2018 and 2022 World Cups.

Some other indexes provide a more mixed picture of soccer's U.S. following, but indicate the sport is gaining ground overall. In a 2012 Gallup poll, 19% of respondents identified themselves as fans of professional soccer, up from 13% in 2006. In 2013, 4% said soccer was their favorite sport to watch, up from 2% in 2007.

More Americans are playing soccer. A total of 49,450 men and women played collegiate soccer during the 2012-2013 season, a 13% increase from 2007-08. The biggest year-to-year spike in that span came in 2010-11, immediately following the 2010 World Cup.

There are signs, however, that soccer may be stagnating at the high school level, after enjoying several decades of gains. The U.S. high school federation said soccer participation increased by 7.4% between the 2008-09 and 2012-13 seasons. But the United States Soccer Federation, the governing body of U.S. non-school-based youth soccer leagues, said that its participation rates were flat between 2008 and 2012.

Since its debut in 1996, Major League Soccer has boosted its annual total attendance from about 2.8 million to slightly more than 6 million last season, with an average game attendance of 18,594, up from 17,406. Those increases reflect an expansion in the number of teams, from 10 to 19, and the number of games.Major League Soccer drew 174,000 television viewers, on average, per match last season, according to Nielsen, up 6% from the previous year. The league championship on ESPN, known as the MLS Cup, attracted 505,000 viewers last December. That's less than half of the 438,000 viewers, on average, who tuned into English Premier League games this season on NBC and NBC Sports Network. Fox's Champions League title game, between Europe's top professional clubs, grabbed 3.1 million viewers.

If soccer speaks to future generations of Americans, it likely will do so in Spanish as well as English.

In recent decades, soccer's growth in the U.S. has been fueled by waves of immigrants from Mexico, Central and South America. Univision Deportes said that its broadcast of the Germany- Argentina game was the most-viewed World Cup final in U.S. Spanish-language TV history, and that its overall audience for the 2014 Cup was 34% larger than Univision's viewership for the 2010 Cup.

ANNEX 2

Schools, Colleges and Universities

College/University in North Miami Beach:

• Beauty Schools of America (Full-time enrollment: 277; Location: 1813 NE 163rd Street; Private, for-profit; Website: www.thebeautyschoolsofamerica.com)

Colleges/universities with over 2000 students nearest to North Miami Beach:

• University of Miami (about 2 miles; Coral Gables, FL; Full-time enrollment: 14,212) • Barry University (about 4 miles; Miami, FL; FT enrollment: 6,190) • Saint Thomas University (about 6 miles; Miami Gardens, FL; FT enrollment: 2,030) • AI Miami International University of Art and Design (about 10 miles; Miami, FL; FT enrollment: 3,347) • Florida National College (about 11 miles; Hialeah, FL; FT enrollment: 2,061) • Miami Dade College (about 11 miles; Miami, FL; FT enrollment: 22,313) • Nova Southeastern University (about 12 miles; Fort Lauderdale, FL; FT enrollment: 14,847)

Private high schools in North Miami Beach:

• HILLEL COMMUNITY DAY SCHOOL (Students: 1,146; Location: 19000 NE 25TH AVE; Grades: PK - 12) • BETH JACOB HIGH SCHOOL (Students: 298; Location: 1110 NE 163RD ST; Grades: 6 - 12; Girls only) • ALLISON ACADEMY (Students: 96; Location: 1881 NE 164TH ST; Grades: 6 - 12)

Private elementary/middle schools in North Miami Beach:

• TORAS EMES ACADEMY OF MIAMI (Students: 442; Location: 1051 N MIAMI BEACH BLVD; Grades: PK - 8) • AVENTURA LEARNING CENTER I,II,III (Students: 144; Location: 2221 NE 171ST ST; Grades: PK - 1) • FULFORD CHRISTIAN DAY CARE (Students: 88; Location: 1900 NE 164TH ST; Grades: PK - KG) • BETHEL CHRISTIAN LEARNING CENTER (Students: 25; Location: 1725 NE 164TH ST; Grades: KG - 6)

ABOUT BOCA SOCCER SCHOOLS

SOCCER DEVELOPMENT GROUP AND BOCA JUNIOR CLUB

ANNEX 1

Proposal of Improvements

PRINCIPAL’s BIOGRAPHY

SOCCER DEVELOPMENT GROUP EXPERIENCE

The members of Soccer Development Group LLC has more than 14 year of experience in developing and running soccer complex in Argentina. At this time 4 complex with more than 30 soccer fields are under our management in Argentina with an average of 200 students in our schools.

More information about our experience can be found in: www.grunfc.com.ar www.parquefutbol.com www.urquizafutbol.com.ar www.salguerofutbol.com.ar

The staff of Boca Soccer Schools will be selected, trained and supervised by the trainer of trainers of Boca Junior Club. He and his team will be part of the ongoing process of having the best staff of trainers, coach and supervisors in the region

PROGRAMS TO BE IMPLEMENTED

ADMINISTRATIVE AND SPORTS GUIDELINE

CONTENTS

1. INTRODUCTION

1.1. History

1.2. Project

1.3. Scope

1.4. Vision

1.5. Mission

1.6. Values

1.7. Objectives

2. ADMINISTRATIVE GUIDELINES

2.1. Security

2.2. Medical Care

2.3. Evaluation and Communication to Parents

2.4. Insurance

2.5. Administrative Office

2.6. Invoicing

2.7. Hiring Staff

2.8. Clothing of Instructors and Children

2.9. Advertising

2.10. Scholarships

2.11. Controls

2.12. Registration of Players

2.13. Work-related Procedures and Instructions

3. SPORT GUIDELINES

3.1. Structure Requisites

3.2. Requisites for Children

3.3. Sport Process Diagram of Official Football Schools

3.4. Structure Evaluation and Validation

3.5. Inauguration, Planning and Training of Instructors

Page | 2 3.6. Sport Formation

3.7. Players with Great Potential

3.8. Ratio of Number of Children per Field

3.9. Number of Instructors

3.10. Ages and Group Formation

3.11. Training

3.12. Rainy Days

4. ANNEXES

4.1. Annex 1: Preparation of Work-related Procedures and Instructions

4.2. Annex 2: Preparation of Diagram

4.3. Annex 3: Registration of Players

4.4. Annex 4: Letter from Father/Mother or Guardian.

5. GLOSSARY

“Franchisee”: natural or legal person who owns the Franchising of Club Atlético Boca

Juniors.

“Coordinator of Official Football Schools”: person in charge of coordinating the control, planning, verification, authorization, and training of the Official Football Schools and of Club Atlético Boca Juniors. “Sport Coordinator”: person sportingly responsible for the Official Football Schools in their place of origin. “Accountant or Administrative Coordinator”: p erson administratively in charge of the

Official Football Schools in their place of origin.

“Instructor”: person responsible for the training sessions and for keeping the order and discipline of the group under his responsibility.

Page | 3 1. INTRODUCTION

1.1. History

Santiago Sana, Alfredo Scarpatti, Esteban Baglietto and Brothers Juan and Teodoro Farenga, five young people who were friends from the Italian immigrant neighborhood of La Boca called Independencia Sud decided to build something more formal than that.

On Saturday April 15 of 1905 they gathered at Solís Park to create the project and the next day they met at Baglietto's house.

The debate about the colors of the shirt made them raise their voices and the host's mother, who was having tea with other friends, kindly asked them to please leave the place. The guys went back to the park located in Olavarría, Suárez, Gaboto and Ministro Brin streets to continue discussing the subject. Once the names “Hijos de Italia” (Sons of Italy) and “Estrellas de La Boca” (La Boca Stars) were discarded, Santiago Pedro Sana named the new club which was just being created “Boca” and he added “Juniors” with that typical English touch of that time. But it was on Monday April 3 of 1905 when the first board was appointed at Farenga's house.

A popular passion history –seldom seen– was springing which still lasts and will last forever in the hearts of the supporters who are already spread all over the world.

1.2. Project

Our Football Schools will be aimed at spreading plans and actions tending to cooperate with the families in the comprehensive formation of their children and at the fact that the children can discover the most beautiful aspects of a fascinating sport.

The process will be based on planning, controls and evaluations of the training sessions as well as on the training of each school instructor and their follow-up.

Page | 4 1.3. Scope

This Document applies to the Franchisee of the Official Football Schools of Club Atlético Boca Juniors including the processes of the areas involved as well as their policies and procedures already set.

1.4. Vision

To be football schools where children can be comprehensively educated under an environment of fun, enthusiasm and constant progress.

1.5. Mission

To live and feel from the very first moment the passion for being part of the Boca world. To be part and protagonist of everything that Club Atlético Boca Juniors can offer. To promote - by means of practicing football - the sport and the human formation under an environment of constant learning.

1.6. Values

▪ Comradeship: respect, collaboration and tolerance towards the other children.

▪ Sacrifice: it is impossible to achieve a goal without sacrifice.

▪ Self-improvement: to learn how to play, how to have fun, how to win, how to lose, how to fall down and how to stand up.

▪ Chivalry and respect: the way of treating people inside and outside the field must be always friendly, something essential in this institution.

1.7. Objectives

▪ Increase the psycho-motor functions through the game and advance training techniques using methodology especially developed for this purpose. ▪ Accept and know the rules of the game.

▪ Make the children be aware of the fact that the greatest success does not lie in wining matches but in giving one’s best physical, technical, tactical and human potential.

Page | 5

▪ Use pedagogical strategies for the child's natural growth.

▪ Make new friends enabling to enjoy the game with them.

▪ Form people and foster values.

▪ Be a model for Football Schools based on planned work, order and methodology.

2. ADMINISTRATIVE GUIDELINES

2.1. Security

The number of security staff is based on the number of children according to the following scale: 200 children = 1 guard minimum.

These guards will be always watching the places where children and parents are. When the number of children is enough to have only one guard, this guard will be always in the entrance of the building checking the entry and exit of children and parents.

In no case will these guards use guns. They must use uniforms clearly identifying them as security staff.

A well-known company having all the relevant certificates and authorizations will be hired (the Franchisee will have the right to change it in case the minimum requisites are not met).

It will be essential to have a person controlling the access of children and parents to the restrooms. This person may be a volunteer and must report to the guard on duty. During classes, children must go to the restrooms accompanied by the instructor or by some other adult authorized by the instructor.

In tournaments, apart from keeping the ratio of guards per child attending the event, policemen must be added.

Page | 6 The children’s belongings will be watched by instructors or by the adult authorized by the instructor to do so. Such belongings may be placed at the side of the field always trying to keep them altogether.

Always remind the children not to carry valuable objects.

Children’s clothes must be identified with the corresponding name or surname.

2.2. Medical Care

Each Official Football School must be registered with some emergency care system. In case of an accident, whichever the severity may be, the ambulance must be called.

It is compulsory for all the staff working in the Official Football Schools to have attended the first aid course. An ambulance and a responsible doctor must be always present in tournaments and in friendly or official matches.

2.3. Evaluation and Communication to Parents

Treatment and relationship with parents are essential. Parents come with the most varied expectations. Their education must be constant and all aspects in this sense will be handled by competent staff.

In the event of an injury, the Sport Coordinator will inform the parents immediately.

The Administrative Department must always have parents’ data, fixed and mobile telephone numbers updated; it must also know the place where the parents are at the time the children are at school.

2.4. Insurance

Each Official Football School will have at all times a valid civil liability insurance. The Franchisee will be responsible for hiring the company rendering this service. This insurance must be submitted compulsorily before the opening of the Official Football School.

Page | 7 2.5. Administrative Office

This office will have at least one employee covering the timetables in which the Official

Football School carries out its activities.

It must have telephone line and Internet access. This person will be in charge of the following tasks:  School invoicing.

 Collection of installments and registration fees.

 Control of medical attention.

 Control and updating of the lists with all the children’s data.

 Control and updating of the insurance and municipal and provincial authorizations.

 Preparation and control of each children’s file.

 Payment of royalties.

 Payment of services and salaries.

2.6. Invoicing

All installments and registration fees must be invoiced with no exception, except for the scholarships. The sale of products related to the school must be also invoiced.

2.7. Hiring Staff

The Franchisee will be responsible for hiring the staff of the Official Football School, exempting Club Atlético Boca Juniors from any liability which may arise from such hiring. In the case of instructors, their Resumes will be sent to the Coordinator of Official Football Schools for their verification. It is compulsory for the Instructor to have the certificate of attendance to the training courses for Coaches or Instructors of Lower Divisions; this certificate must be backed by the country’s Federation. All sport and administrative staff will be trained and advised by the Coordinator of

Official Football Schools in each of their visits or by electronic means.

rd Fitness coaches must have attended at least to 3 year of the University career of

Physical Education.

2.8. Clothing of Instructors and Children

They must wear the School uniform without exception.

Page | 8 When for some reason the instructor stops working at the Official Football School, he must return the entire uniform. The brand of all shirts, training bibs and kits worn by instructors and the clothing of the administrative staff will be the one from the Official Football School’s sponsor. All shirts, shorts, trousers, and socks for training and matches must be those authorized by the Club. When paying the registration fee, each child will receive a shirt of the Official Football Schools for playing or training.

2.9. Advertising

It will be always supervised by ILMEN S.A. and the Club.

Flags and signs with the identification of the Official Football School are allowed without restriction as regards the number of them, provided they are in perfect conditions. Flagpoles must be fixed to the ground.

2.10. Scholarships

The Franchisee will be responsible for granting scholarships to children. This authorization must be in writing and kept in the children’s file.

In order to analyze each case, the request for such scholarship must clearly state the reasons thereof.

2.11. Controls

The club will carry out periodic controls by means of administrative and sport audits.

The Official Football School will have the obligation to inform the Coordinator of the Official Football Schools every two months its activities, children’s registrations and drops out, change in the planning of training sessions or of any other extra-football activity. The communication will be via e-mail. The Coordinator of the Official Football Schools must visit each Official Football School at least twice per year. All the expenses incurred in these visits will be borne by the Franchisee.

2.12. Registration of Players

The Franchisee must send via e-mail to the Coordinator of the Official Football Schools a list of the registered players including the following data: player’s complete name, date of birth and category, using the format of Annex 3.

Page | 9 For every registered child, the Franchisee must have a letter signed by the parents or guardian of the child according to Annex 4. Such letters will be verified during the visits of the Coordinator of the Official Football Schools.

2.13. Work-related Procedures and Instructions

A general diagram, work-related procedures and instructions must be prepared for the following positions:

General Director or Owner of the Franchise.

Administrative Coordinator.

Sport Coordinator.

Accountant.

Coaching Staff.

Instructors.

Fitness coaches.

Doctors.

Kit Manager.

These Documents will be prepared by the Franchisee and authorized by the Coordinator of the Official Footbal School of Club Atlético Boca Juniors. Examples of such documents are included in Annex 1 and Annex 2. The preparation of these documents will be included in the initial training given by the

Coordinator of the Official Football Schools in his first visit.

3. SPORT GUIDELINES

3.1. Structure Requisites

The Franchisee must have at least the following structure in order to be authorized by Club Atlético Boca Juniors as an Official Football School. The regulations of all this structure will be validated under the FIFA rules. Such structure must be authorized by Club Atlético Boca Juniors within a period of 30 natural days before the contract is entered into.

Page | 10 Regulatory fenced field with natural or synthetic grass

Green space

Locker rooms for both sexes equipped with showers.

Administrative office.

One ball No. 4 and No.5 per child according to the age.

Pieces of elastic for coverage.

Ropes.

Stakes.

Goals for playing football 11 and football 5.

First Aid Kit.

20 training bibs of two colors per team.

3.2. Requisites for Children

Submit registration sheet.

Pay the registration fee (the child will receive the school shirt).

Submit medical certificate enabling the child to practice the sport (such certificate must include: complete name, identity card number, date, signature, stamp and enrollment number of the doctor). The certificate will be valid for one year. Letter signed by the child’s parents or guardian according to the format included in

Annex 4.

3.3. Sport Process Diagram for Official Football Schools

For a better understanding of the process, the following diagram is shown:

Planning Bimonthly Report

Boca Fulfils The Juniors F r a n chise process Evaluation Validation Sport continue Formation

Training for Annual Instructors Evaluation

Page | 11 3.4. Structure Evaluation and Validation

Once the business of the Franchise purchase is initiated, through Ilmen S.A., the Sport Coordinator of the Official Football Schools will visit the Franchisee’s premises to evaluate and validate the structure of the future School. Once this process is finished, a written notice stating the conditions of the structure will be submitted to Club Atlético Boca Juniors, Ilmen S.A., and to the Franchisee. The two first parties mentioned above will take the decision whether to open the Official Football Schools or not, decision that will be informed to the Franchisee within a 15-working-day period following the visit.

3.5. Inauguration, Planning, and Training of Instructors

An inauguration date will be agreed by the Franchisee, Club Atlético Boca

Juniors and Ilmen S.A.

The week before that date the Coordinator of the Official Football Schools together with the Franchisee, the Sport Coordinator of the Official Football Schools and the instructors or fitness coaches will gather in order to plan the sporting year according to each age with which the Official Football School will work. The Methodological Guidelines Manual for Official Football Schools accompanies this point.

3.6. Sport Education

The Official Football Schools must follow the sport guidelines provided by Club

Atlético Boca Juniors before the opening of the school.

Any change that the Official Football School wish to make must bear the authorization of the Coordinator of the Official Football Schools of Club Atlético Boca Juniors. The Methodological Guidelines Manual for Official Football Schools accompanies this point.

3.7. Players with Great Potential

The Sport Coordinator of the Official Football School will mark in the lists the child who, at his own discretion, has potential to start a football process in the

Page | 12 lower divisions of Club Atlético Boca Juniors.

The Coordinator of the Official Football Schools will validate this report and will decide when it is convenient to bring the player to Club Atlético Boca Juniors for him to train during one week with the team of the corresponding age. Club Atlético Boca Juniors will bear the accommodation, meal and travelling local expenses of the selected player.

3.8. Ratio of Number of Children per Field

This ratio will be the following:

▪ Field of 5 players = 25 children.

▪ Field of 11 players = 50 children.

In the event that the field does not have more spaces, children will be included in a waiting list. 10% of absence maximum will be allowed.

3.9. Number of Instructors

In the younger groups up to 7 years old, there should be one instructor every 10 children. In those groups aged between 8 and 15, the maximum number of children will be 25. In all cases, there will be assistants, who will be in charge of taking the children to the restrooms, collecting the material, among other tasks.

3.10 Ages and Group Formation

In order to be able to handle logical pedagogical criteria, the ages must be as follows: ▪ Children aged 4-7.

▪ Children aged 8-13.

▪ Teenagers aged 14-15

Groups will be formed every two ages, as indicated in the sporting manual accompanying this document. There will also be groups of girls due to their increasing interest in football today. These groups will be organized in the same way as the boys’ groups.

Page | 13 3.11. Training

All instructors will be trained by the Coordinator of the Official Football Schools in each visit. Attendance will be compulsory.

No instructor will be able to start performing his role without attending to the training course.

Manuals about teaching methodology, annual planning and basic exercises will be provided.

3.12. Rainy Days

The lessons missed due to rainy days will not be given again later. Tactical lectures may be given, videos may be watched or games may be played if the premises allow so.

4. ANNEXES

4.1. ANNEX 1:

PREPARATION OF WORK-RELATED PROCEDURES AND INSTRUCTIONS

4.1.1. Purpose

Define the guidelines in order to carry out the Preparation of Work-related

Procedures and Instructions.

4.1.2. Scope

This document applies to the Franchisee’s Work-related Procedures and

Instructions.

4.1.3. Definitions

This section includes the definition of the keys or abbreviations used in the

Document for its better understanding.

Page | 14 EXAMPLE:

Concept Definition Work-related Documents that set, in detail, the way of performing the functional instructions operations of the different areas.

Documents that set, in detail, the way the requisites of the Administration Procedures System are met. Format Template used to fill in with information.

Hard copy Printed copy of any Document of the Administration System.

4.1.4. Responsibilities

Definition of the Coordinator’s person and the limit of his authorization in

relation with the processes described in this Document.

EXAMPLE:

Position Responsibilities

Sport/Administrative coordinator Prepare all Work-related Instructions and Procedures according to his

Coordinator of Official Football Schools Authorize the Procedures of the Sport and Administrative System.

4.1.5. Process

It details the steps to be followed in the development of the Task or Procedure to which the Document refers. It identifies the Sport Coordinator and it provides a detailed description of the activity.

Preparation of the Work-related Procedures and Instructions

Step Coordinator Description of the Activity

He uses the Format to prepare the Work-related procedures and 1 Coordinator Instructions to write the relevant document.

When more than one area is involved in the Instructions, he ensures that 2 Coordinator all the areas are in accordance with the activities and responsibilities described.

He sends the Instructions to the Coordinator of the Official Football 3 Coordinator Schools for their authorization.

Page | 15 Preparation of Format

Step Coordinator Description of the Activity

He prepares the format with the following fields:

– Heading: Official logo with the format name (see Annex 1). 1 Coordinator – Format Design: In case of special formats, only reference to them will be made.

He sends the Instructions to the Coordinator of the Official Football 2 Coordinator Schools for their authorization.

4.2. ANNEX 2: PREPARATION OF DIAGRAMS

4.2.1. Purpose Define the guidelines in order to prepare the Diagrams.

4.2.2. Scope This Document applies to the Franchisee's Diagrams.

4.2.3. Process

Preparation of Diagrams

Step Coordinator Description of the Activity

General Carry out a research about the organizational structure: defining

the units which form the Organization and the way the authority 1 Director Owner of the and communications lines among them are set. Franchise. General

2 Director Define the functions or activities that each area performs. Owner of the Franchise. General

3 Director Define the relationship or subordination existing among the Owner of the organizational units. Franchise.

General

Identify each position in the hierarchy or level of authority in the final 4 Director Owner of the Document. Franchise.

Page | 16 4.2.4. Considerations when Preparing a Diagram

1. Boxes must have a rectangular shape.

2. The lines corresponding to the chain of command must always reach vertically the immediate body which will receive the orders from the previous body.

3. The lines of the same level are in a horizontal position.

4. Each box must include the name of the position and of the person who occupies such position; in case abbreviations are used, the complete definition must be indicated in an annex.

5. Indicate by means of the elaboration techniques the relationships of: a. Line or Execution: the line corresponding to the chain of command must be a vertical line. b. Subordinate: the line indicating its relationship is a vertical line. c. Staff or Advisor: the line must be a dotted line.

6. Those units that do not have their administrative location clearly defined may be placed in the special level or may be particularly mentioned at the bottom of the diagram.

7. Diagrams must be periodically reviewed and updated.

Example:

General Director Owner of the Franchi se

Person in charge of Person in the Admin. charge of the Dept. Sport Dept

Accountant Sport Coordina tor

Coachi ng Staf f

Instructors Fitness Coaches Doctors Kit Managers

Page | 17

4.3. ANNEX 3: REGISTRATION OF PLAYERS

Franchise “X” Monthly report of registration of players Player’s complete name Date of Birth Category

4.4. ANNEX 4: LETTER FROM MOTHER/FATHER OR GUARDIAN

MEMBERSHIP REQUEST OFFICIAL

FOOTBALL SCHOOL CLUB

ATLÉTICO BOCA JUNIORS

Place and Date: ______

PLAYER’S INFORMATION

(Paternal Surname) (Maternal Surname)

(Name(s)) Domicile: Whom does the child live with?

Place of Birth: Date of Birth:

Nationality:

Level of Academic Education:

Courses or Education that the child is currently attending or receiving;

Height: Weight:

Injuries suffered and/or surgeries undergone specifying dates and aftereffects:

Allergies: _ Chronic diseases:

INFORMATION ABOUT MOTHER/FATHER AND/OR LEGAL REPRESENTATIVE

Father:

(Paternal Surname) (Maternal Surname)

(Name(s)) Domicile: Age: Nationality: Marital Status:

Level of School Education: Occupation:

Mother: (Paternal Surname) (Maternal Surname) (Name(s))

Domicile: Age: Marital Status: Nationality:

Level of School Education: Occupation: Guardian: (Paternal Surname) (Maternal Surname) (Name(s))

Domicile: Age: Nationality: Marital Status: Level of School Education: Occupation: Origin of the Guardianship:

The player together with the express consent of his/her parents, guardian and/or legal representative hereby request the membership to the Official Football School of Club Atlético Boca Juniors where he/she will receive football lessons expressly accepting the following conditions:

FIRST.- The player, his/her parents, guardian and/or legal representative promise that the player will obey the indications and instructions given by the instructor of the group where the player belongs, as well as the indications and instructions given by the fitness staff and/or coordinators and/or directors of the Official Football Schools of Club Atlético Boca Juniors. The abovementioned has the purpose of achieving the player’s best personal and football development so the player undertakes to attend punctually and duly dressed to the training sessions and the relevant events. SECOND.- Whenever the player receives football sessions seeking his/her best sport education, apart from the fact that his/her incorporation in the Official Football School of Club Atlético Boca Juniors is voluntary, because football is a sport in which human contact is involved, the amateur player, his/her parents, guardian and/or legal representative assume at their own account and risk any injury or accident suffered or caused by the player during the training sessions,

SDG ______

football events, trips and/or pre-match preparation, even in the hypothetical case that this accident derives from and Act of God, exempting from any liability whatsoever the Official Football Schools of Club Atlético Boca Juniors as well as Club Atlético Boca Juniors, instructors and directors and any other physical or moral person who may be obliged.

THIRD.- The amateur player, his/her parents and/or legal representative state under oath that all the information provided in this request is true, expressly authorizing the Official Football School of Club Atlético Boca Juniors to check its authenticity, if so deemed.

Amateur Player

______

Father Mother

______

Guardian and/or Legal Representative

______

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SDG ______

SAMPLES OF EXCERCISES PROCEDURES

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SDG ______

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SDG ______

INDEX______

1. INDIVIDUAL TECHNIQUE______2

1.1 PASSING AND RECEIVING A 3 1.2 PASSING AND RECEIVING B 4 1.3 PASSING AND RECEIVING C 5 1.4 PASSING AND RECEIVING D 6 1.5 BALL HANDLING A 7 1.6 BALL HANDLING B 8 1.7 BALL HANDLING C 9 1.8 SHOT A 10 1.9 SHOT B 11 1.10 SHOT C 12 1.11 DRIBBLING A 13 1.12 DRIBBLING B 14 1.13 DRIBBLING C 15 1.14 HEADING A 16 1.15 HEADING B 17 1.16 HEADING C 18 1.17 CROSSINGS A 19 1.18 CROSSINGS B 20 1.19 CROSSINGS C 21

2. DEFENSIVE CONCEPTS______22

2.1 STEAL A 23 2.2 STEAL B 24 2.3 PATHS A 25 2.4 PATHS B 26 2.5 NUMERICAL SUPERIORITY A 27 2.6 NUMERICAL SUPERIORITY B 28 2.7 ANTICIPATION A 29 2.8 ANTICIPATION B 30

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SDG ______

3. OFFENSIVE CONCEPTS______31

3.1 WALL A 32 3.2 WALL B 33 3.3 NUMERICAL SUPERIORITY A 34 3.4 NUMERICAL SUPERIORITY B 35 3.5 ATTACK FROM THE SIDES 36 3.6 ATTACK FROM THE SIDES 37 3.7 DEMARCATION A 38 3.8 DEMARCATION B 39

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SDG ______

INDIVIDUAL TECHNIQUE______

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SDG ______

CONCEPTS Passing and Receiving A

INDIVIDUAL TECHNIQUE TIME

Passing and receiving 30’

TOTAL TIME 30’ A G E 6 A N D 7 YEARS OLD PARTICIPANTS: 5 player MATERIAL: 4 balls. KEY POINTS: 1. Accuracy. 2. Striking with the inside of the foot. 3. Supporting foot. 4. Explanation of the coach. INSTRUCTIONS: -Pass along the floor with the inside of the foot, only with the dominant foot. EXCERCISE DESCRIPTION: 1 player “A” will be placed in the middle and 4 players with balls at the sid es forming the shape of a star. Player “B” will begin playing a pass to player “A”, how ill play a return pass. Player “A” will repeat this with the other 3 players. Once 3 rounds are completed, player “A” will be changed .

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SDG ______

SAMPLES OF EDUCATION PROCEDURES

’

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SDG ______

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SDG ______

Methodological Guidelines for Official Football Schools

Club Atlético Boca Juniors

Buenos Aires, January 1st, 2010 To:

THOSE IN CHARGE OF THE OFFICIAL SCHOOLS

Club Atlético Boca Juniors

Dear Sirs,

Please do hereby be greeted by the Junior Football Department and the Marketing Department of Club Atlético Boca Juniors. We wish you success in your administration. In this process that we start in order to define the administrative and sport guidelines developed in our Affiliate Football Schools, we would like to set jointly with you guidelines and methodologies about the technical, physical and psychological work to be done with our children, together with an administrative order. These guidelines and their procedure manuals shall be compulsory as from January 2010. We are at your disposal to clarify any doubt you may have when implementing this program.

Yours faithfully,

Fabián Beraldi Matías Ahumada President of the Junior Football Department President of the Marketing Department Club Atlético Boca Juniors Club Atlético Boca Juniors

Soccer Development Group Page | 29 Confidential

SDG ______

Methodological Guidelines for Official Football Schools

Club Atlético Boca Juniors

Methodological Guidelines for Training Children

In the lower divisions of Club Atlético Boca Juniors the sport training process is considered to be a pedagogical process in which the age of children or youth are naturally respected. In this process the participation of the instructor is essential. This person must be capable of sensitively transferring the football-related concepts planned for each age. As a result of these observations, we were able to identify a series of conceptual mistakes in the way teaching football is approached. These mistakes give us the opportunity to improve ourselves constantly. When working with children, TEACHING must given priority against COMPETITION. This speech is heard worldwide in all places that work with children. Reality indicates that in those countries where football is a means of earning one’s living, children compete since they are very young, being taken by their coaches, parents or managers. Therefore, if we want to be logical and consistent with what we do and what we say, our role as those in charge of the process must resemble the role of a Teacher at a school rather than the model of a Coach of performance teams. Once we understood our real role as well as the importance we have on the child, we would be able to identify and choose the learning strategies suitable for the level of physical development and psychological maturing process of the children under our responsibility. To compete is always welcome from the point of view of consolidating the child from an early age in the game itself, in his values, in his growth, in knowing the rules and the responsibility for the sport, as well as all the positive elements the sport give us. Always considering the natural restrictions of the children’s age - for example at the age of 10 they are not capable of retaining a victory or a defeat – we, as formative influence or parents within their role, cannot insist beyond what the child marks us, which is only the pleasure of playing.

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SDG ______

PROPOSED IMPROVEMENTS

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SDG ______

New Site Plan (One Synthetic Grass Field)

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SDG ______

Synthetic Grass Field & Club House

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SDG ______Club House

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SDG ______Club House - Bathroom & Locker Rooms

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SDG ______Aerial View - Architectural Concept

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SDG ______Club House - Conceptual Renderings

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SDG ______Club House - Conceptual Renderings

New Facilities (Locker Rooms, Restrooms, Restaurant, Pro Shop, Administrative offices)

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SDG ______

Estimated Facility improvements Investment

Soccer Development Group Page | 39 Confidential

SDG ______

PROJECTED INVESTMENT DURING FIRST YEAR OF CONTRACT Boca Inicial Payment $ 100.000 Start Up (Legal RFP/Investor, fees, travel) $ 100.000 $ 50.000 Construction Costs Demolition $ 27.921 Earthwork & Grading $ 120.454 Field Construction $ 315.247 Equipment $ 52.100 Field Lighting & Electrical $ 131.000 Site Development $ 836.000 Building Infraestructure $ 30.250 Park beautification $ 50.000 Soft Costs (permits, legal, etc.) $ 187.557 Infrastructure Miscelaneous $ 80.000 Furniture $ 40.000 Cameras, Security System and Computers $ 100.000 Architecture and Engineer $ 140.667 Teachers training programs $ 25.000 Consulting fees $ 145.000 TOTAL INVESTMENTS $ 2.531.196

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SDG ______

BUSSINESS PROPOSAL

Soccer Development Group Page | 41 Confidential

SDG ______

Soccer Development Group LLC proposal for a Management Contract with the City of North Miami Beach

Soccer Development Group LLC. Offer to the City of North Miami Beach:

1- Investment to improve the soccer facilities at Patricia Mishcon Park (Replacing the south soccer fields for a new synthetic grass soccer field, locker room, concession / restaurant, admin offices, pro shop, new sports lighting and security system, etc. ($2.550.000 in the first year) 2- Investment to improve other Park areas. ($50.000), to be determinate by the City of NMB. 3- 20 Scholarships per year for NMB residents for training programs at Boca Soccer Schools ($24,000 per year) . 4- Annual payment to the City of $24.000 after the first year of operation. ($240.000 during the first 10 year contract). 5- Payment to the City a percentage of gross revenues starting the second year with 1%, growing 1% per year until 5% on year 6. After year 6, 5% per year. (approx. $750.000 during the first 10 years of contract) 6- Two main soccer related events per year to be planned in conjunction with the NMB Parks and Recreation Division (clinics, exhibitions, etc.) ($40.000 per year) 7- 20 scholarships for NMB residents for the summer and winter soccer camps per year ($12.000 per year) 8- Support maintenance costs for SDG related functions and areas, including south field and SDG facilities enumerated in Par. 1 hereof. 9- Management and supervision of Patricia Mishcon Park Boca Soccer School and related activities / infrastructure

Soccer Development Group Page | 42 Confidential

SDG ______

Soccer Development Group LLC. Require from the City of North Miami Beach

1- Minimum contract term: 10 years plus two automatic renewals of 5 years each. 2- Exclusivity to Soccer Development Group to the management and operation of Patricia Mishcon Park Boca Soccer Schools and related activities. No other paid soccer activity at the park. 3- Allow Soccer Development Group to operate the Park from 7am to 11:00. 4- Allow Soccer Development Group to operate a Concession / Restaurant, pros hop, soccer school, tournaments, birthday parties, exhibitions, summer and winter soccer camps, and any other soccer related activity at Patricia Mishcon Park South soccer field. 5- Waiver on the payment of city permits for the construction of the necessary infrastructure at Patricia Mishcon Park (to be investigated as part of CRA research) 6- Right to use the north soccer field with previous coordination with city for Boca Soccer Schools related activities. 7- Right of first refusal of any soccer related project from the City at Patricia Mishcon Park North.

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SDG ______

SOCCER DEVELOPMENT GROUP LLC PROPOSAL TO CITY OF NMB

Year -1 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6

BOCA SOCCER SCHOOLS PROJECTED GROSS REVENUES $ 845.400 $ 1.527.000 $ 1.676.400 $ 1.820.900 $ 2.104.900 $ 2.124.900 BOCA SOCCER SCHOOLS PROJECTED EXPENSESS $ 115.000 $ 928.566 $ 1.182.655 $ 1.212.724 $ 1.244.266 $ 1.292.295 $ 1.315.644 BOCA SOCCER SCHOOLS PROJECTED INVESTMENTS $ 2.531.196 $ 60.000 $ 60.000 $ 60.000 $ 60.000 $ 60.000 $ 60.000 BOCA SOCCER SCHOOLS PROJECTED ACUMULATED CASH FLOW -$ 2.531.196 -$ 2.674.362 -$ 2.390.017 -$ 1.986.341 -$ 1.469.706 -$ 717.101 $ 32.156

CITY OF NMB PROJECTED REVENUES (% of Gross revenues) VARIABLE 1% 2% 3% 4% 5% $ 0 $ 15.270 $ 33.528 $ 54.627 $ 84.196 $ 106.245 FIX $ 0 $ 24.000 $ 24.000 $ 24.000 $ 24.000 $ 24.000 TOTAL $ 0 $ 39.270 $ 57.528 $ 78.627 $ 108.196 $ 130.245

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SDG ______

10 years TOTAL Year 7 Year 8 Year 9 Year 10 FIGURES

BOCA SOCCER SCHOOLS PROJECTED GROSS REVENUES $ 2.124.900 $ 2.124.900 $ 2.124.900 $ 2.124.900 $ 18.599.100 BOCA SOCCER SCHOOLS PROJECTED EXPENSESS $ 1.315.644 $ 1.315.644 $ 1.315.644 $ 1.315.644 $ 12.438.723 BOCA SOCCER SCHOOLS PROJECTED INVESTMENTS $ 60.000 $ 60.000 $ 375.247 $ 60.000 $ 3.446.443 BOCA SOCCER SCHOOLS PROJECTED ACUMULATED CASH FLOW $ 781.412 $ 1.530.669 $ 1.964.678 $ 2.713.935

CITY OF NMB PROJECTED REVENUES (% of Gross revenues) VARIABLE 5% 5% 5% 5% $ 106.245 $ 106.245 $ 106.245 $ 106.245 FIX $ 24.000 $ 24.000 $ 24.000 $ 24.000 TOTAL $ 130.245 $ 130.245 $ 130.245 $ 130.245 $ 934.846

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SDG ______

Soccer Development Group Page | 46 Confidential

SDG ______THANK YOU

SOCCER DEVELOPMENT GROUP LLC

Soccer Development Group Page | 47 Confidential

NORTH MIAMI BEACH MISHCON PARK MANAGEMENT AGREEMENT TO PROVIDE PROFESSIONAL SOCCER MANAGEMENT AND OPERATIONS SERVICES AT THE CITY’S MISHCON PARK

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AGREEMENT BETWEEN CITY OF NORTH MIAMI BEACH, FLORIDA AND SOCCER DEVELOPMENT GROUP, LLC. FOR SOCCER MANAGEMENT AND OPERATIONS SERVICES AT THE CITY’S PATRICIA MISHCON PARK

THIS AGREEMENT made the ____ day of ______, 2015 (“Effective Date”), between the CITY OF NORTH MIAMI BEACH , a municipal corporation of the State of Florida (hereinafter called “City”), having its principal address at 17011 N.E. 19 th Avenue, North Miami Beach, Florida, 33162, and SOCCER DEVELOPMENT GROUP, LLC. , a Florida limited liability company, having its principal offices at ______, ______, Florida ______(hereinafter called “CONTRACTOR”).

WITNESSETH

WHEREAS , CONTRACTOR submitted an unsolicited proposal to the City to enter into a public private partnership for the development, management and operation of a world-class state-of-the-art sports complex to provide top-quality athletic opportunities for youth partnered with a Boca Juniors to be known as the Patricia Mishcon Park Boca Soccer Schools (“Soccer Facility”) located in Patricia Mishcon Park (“Mishcon Park”) ; and

WHEREAS , the unsolicited proposal was procured in accordance with Section 287.05712, Florida Statutes, including providing the required public notice of receipt of the unsolicited proposal, pursuant to which no competing proposals were received by the City; and

WHEREAS , pursuant to Section 287.05712(6)(c), Florida Statutes, the City negotiated in good faith with the CONTRACTOR, and the City desires to enter into this Agreement with the CONTRACTOR for the development, management and operation of the Soccer Facility, all in accordance with the terms and conditions set forth below.

NOW THEREFORE , in consideration of the Premises and the mutual covenants and conditions herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, it is agreed by the parties hereto follows:

The City hereby grants to the CONTRACTOR, and the CONTRACTOR hereby accepts from the City, the exclusive right to develop, operate and manage the Soccer Facility, in conformance with the purposes and for the period stated herein, and subject to all the terms and conditions herein contained. The parties acknowledge and agree that (a) the recitals set forth above are true and correct and are incorporated herein by this reference and (b) this Agreement constitutes the Comprehensive Agreement required by Section 287.05712, Florida Statutes, for all intents and purposes.

SECTION 1. TERM.

1.1. It is the intent of the parties that this Agreement shall provide for an initial ten (10) year term of operations upon execution of this Agreement. The Agreement shall be deemed by the parties hereto to have commenced upon execution by both parties (the “Effective Date”) and shall terminate on the date that is ten (10) years after the Effective Date, unless terminated sooner pursuant to the provisions of this Agreement. At the expiration of the initial term herein, and provided that (i) CONTRACTOR is in good standing and free from

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default hereunder (and no circumstances exist that with the passage of time or giving of notice, or both, would constitute a default hereunder), and (ii) CONTRACTOR continues to operate, manage, and maintain the Soccer Facility in accordance with the terms of this Agreement including, without limitation, in accordance with the approved uses (as hereinafter defined) the City shall renew this Agreement for two (2) additional successive five (5) year renewal terms; provided, however, both (i) and (ii) must be true and correct as of the date the City agrees to the renewal and on the date that the renewal term commences. CONTRACTOR shall provide the City with written notice of its intent to renew (or not renew) the Agreement no less than one (1) year prior to the expiration of the initial term or renewal term, as the case may be. In the event the City determines not to renew the Agreement, it shall notify the CONTRACTOR of same, in writing, no less than one (1) year prior to the end of the initial term, or a renewal term, as the case may be. Unless otherwise agreed to in writing by the parties, all terms and conditions set forth in this Agreement shall be applicable to the renewal term(s). The initial term and renewal terms shall hereinafter be referred to as the “Term”.

1.2. PRICES SHALL BE FIXED AND FIRM: All prices quoted in the CONTRACTOR’s proposal, which prices are attached and incorporated as Exhibit “A” hereto, shall remain firm and fixed during the initial term of the Agreement. During the renewal term(s), the City may, at its sole option and discretion, consider price increases, based upon the cumulative CPI increases since the Effective Date or 3%, whichever is less. The CPI increase shall be determined by using the applicable Bureau of Labor Statistics ( www.bls.gov ) CPI-U index, and computing the percentage of increase from the Effective Date, as the base month and year, as compared to the month and year of the first day of each renewal period.

1.3. Notwithstanding anything herein to the contrary, the term of this Agreement shall be subject to the Franchise Agreement between the CONTRACTOR and ILMEN, S.A, for Club Atletico Boca Juniors; it being acknowledged and agreed by the CONTRACTOR that the existence of the Franchise Agreement was a material inducement for the City to enter into this Agreement. Should the Franchise Agreement be terminated or otherwise expire during the initial term or any renewal term, and the Franchise Agreement is not replaced with another franchise agreement acceptable to the City in its sole and absolute discretion equal or superior in international stature and repute to Club Atletico Boca Juniors within 180 days of such termination or expiration, the City, at its sole discretion, may terminate this Agreement at any time thereafter upon sixty (60) days written notice to CONTRACTOR. CONTRACTOR shall be obligated to continue to operate the facility in accordance with this Agreement during the pendency of any such 180-day transitional period.

SECTION 2. PREMISES.

2.1. In addition to the description of the land and area set forth in “Exhibit “B” hereto, the Premises shall also be deemed to include all facilities, structures, additional landscaping, fixtures and other improvements within the Premises, whether existing as of the effective date of this Agreement or as may be constructed throughout the Term hereof. The parties acknowledge and agree that, following completion, the Proposed Improvements (as defined herein), shall become the sole and exclusive property of the City. Accordingly, upon completion and acceptance by the City of all or any portion of the Proposed Improvement (as hereinafter defined), or any other improvements made to the Premises by CONTRACTOR during the Term of this Agreement, excluding personal property (which shall be defined as any of CONTRACTOR’s personal property on the Premises, which is not permanently affixed or is otherwise removable without substantial damage to the Premises including, without limitation,

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furniture, trade fixtures, and art work owned by CONTRACTOR), and upon request by the City Manager or his/her designee, CONTRACTOR shall execute a bill of sale (or such other document as may be required by the City Manager or his/her designee) effectuating and memorializing such proof of ownership by the City.

CONTRACTOR WARRANTS AND REPRESENTS THAT IT ACCEPTS THE PREMISES (INCLUDING, WITHOUT LIMITATION, THE LAND THEREON CONSTITUTING THE PREMISES) IN ITS CURRENT “AS IS” CONDITION, WITHOUT ANY REPRESENTATION(S) OR WARRANTY(IES) OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER AS TO ITS CONDITION, OR AS TO THE USE OR OCCUPANCY WHICH MAY BE MADE THEREOF INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR USE, AS WELL AS ALL ENVIRONMENTAL AND SUBSURFACE CONDITIONS, KNOWN OR UNKNOWN. WITHOUT LIMITING THE FOREGOING, THE CONTRACTOR HEREBY RELEASES THE CITY, ITS ELECTED OFFICIALS, EMPLOYEES AND AGENTS FROM ANY MATTER RELATED TO, ARISING FROM OR IN CONNECTION WITH THE CONDITION OF THE PREMISES INCLUDING ALL ENVIRONMENTAL AND SUBSURFACE CONDITIONS, KNOWN OR UNKNOWN.

2.2. Prior to the Effective Date, City and CONTRACTOR shall conduct a site inspection of Mishcon Park. CONTRACTOR shall, within ten (10) days of such inspection, notify the City of any necessary repairs, and the City shall make such repairs if, in its sole and reasonable discretion, it deems necessary. The City shall also, within ten (10) days of the inspection, notify CONTRACTOR of any initial necessary maintenance issues and the CONTRACTOR shall make such initial repairs within ten (10) days from notice. Notwithstanding the preceding, nothing in this Subsection 2.2 shall be deemed to release and/or excuse CONTRACTOR from its ongoing maintenance responsibilities, as provided for herein, throughout the Term of this Agreement.

2.3. This Agreement is subject to all existing utility lines or facilities, rights of way, and ingress and egress to City-retained areas, and the City’s right to replace and/or maintain same, whether or not such matters have been recorded in the Public Records of Miami- Dade County, Florida. This shall include, but not be limited to, any and all underground and aboveground utilities located on Mishcon Park. The City also reserves the right to construct, install and maintain utilities that it deems, in its sole discretion, to be necessary or beneficial to the operation of the City. City agrees to give CONTRACTOR reasonable notice prior to commencing any such construction, installation, or maintenance of utilities that may result in a temporary closure of a field or fields, or any other portion of Mishcon Park. CONTRACTOR reserves the right to cancel or otherwise close all other portions of the Park including specific banks of fields, until such time as the work is completed or the closed Park or portion thereof can be re-opened, whichever comes first. Any disturbance or damage to City-owned or City-authorized utilities located on, under, or over Mishcon Park, caused as a result of CONTRACTOR’S negligence, shall be promptly repaired at CONTRACTOR’S sole expense.

SECTION 3. OBJECTIVES.

3.1. Patricia Mishcon Park Boca Soccer Schools, with its clearly defined soccer theme, shall be geared towards all age groups, from children to adults.

3.2. CONTRACTOR shall provide the facilities, infrastructure, maintenance and security necessary to support the approved uses (as hereinafter defined).

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3.3. CONTRACTOR shall keep the Soccer Facility open to the general public during the hours of operation and for the fees prescribed in this Agreement.

3.4. CONTRACTOR agrees that the Soccer Facility will be compatible with the residential neighborhoods located in the surrounding neighborhood. The Soccer Facility will continue to serve the community as a park but, in addition, will also provide current and future residents and visitors with a soccer training program destination.

SECTION 4. USES.

4.1. The Soccer Facility shall be designed, developed, constructed and thereafter, managed, operated, and maintained by the OPERATOR as a public recreational amenity, all at the OPERATOR’S sole cost and expense.

4.2. The Soccer Facility is intended to include the following programs, services, activities, and uses: a. Soccer school; b. Soccer tournaments; c. Soccer pro retail shop; d. Concession restaurant; e. Seasonal soccer camps (summer and winter minimum); f. Soccer exhibitions; g. Administrative offices related to the Soccer Facility; h. Soccer related events with prior approval of the City Manager or his/her designee; i. Following the opening of the Soccer Facility on the date contemplated herein, the Soccer Facility will also be available for rental for limited private events such as birthdays, bar/bat mitzvah’s, graduations, and other similar social events. j. Renters of the Soccer Facility (excepting the City) shall be required to provide certificates of insurance evidencing appropriate insurance as determined by the City. Copies of these certificates shall be furnished to the City Manager or his/her designee; coverage shall be kept in full force at all times throughout the period of intended use. All such liability policies shall name the City of North Miami Beach as additional insured.

4.3. No other use, business, or services shall be conducted by CONTRACTOR at the Soccer Facility without the prior written consent of the City Manager or his/her designee.

4.4. CONTRACTOR hereby agrees, acknowledges, covenants, and represents to City that, during the term of this Agreement, it shall continually provide high-quality, first-class affordable soccer services to the City’s residents and visitors; to meet the demands of the City’s community for access to high quality, first-class soccer facilities within North Miami Beach; and to progressively upgrade soccer service at the Soccer Facility throughout such Term.

4.5. CONTRACTOR shall be solely responsible for procuring, negotiating, executing, administering, and assuring compliance with any and all contracts including, without limitation, any contracts or agreements related to (i) the use of the Soccer Facility for exhibitions; (ii) third party rental and/or use of all or any portion of the Premises (excluding any City uses). Prior to commencement of operations at the Soccer Facility, CONTRACTOR shall submit its proposed standard form contracts for, respectively, (i) exhibitions; (ii) third party rental/use of the Premises, to the City Manager or his/her

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designee and City Attorney, for his/her review, comment, and approval of the standard form contract provisions including but, not limited to, indemnity and insurance provisions in favor of the City. Once approved, CONTRACTOR shall use such forms in furtherance of its objectives and approved uses hereunder, and shall not materially deviate from the terms contained in such forms without obtaining prior written approval of the City Manager or his/her designee and City Attorney, which approval shall not be unreasonably withheld.

4.6. CONTRACTOR shall have the right to use the South soccer field for activities related to the soccer school without prior coordination with or approval by the City.

Prohibited Activities.

4.7. CONTRACTOR will conduct its operations so as to maintain a reasonably quiet and tranquil environment for the adjacent areas, and make no public disturbances.

4.8. CONTRACTOR shall not use the Soccer Facility for any unlawful purpose and shall comply with all laws and permitting requirements now in force or hereafter adopted, applicable to the Soccer Facility, and/ or uses and businesses conducted on the Soccer Facility. CONTRACTOR agrees not to use the Soccer Facility for, or to permit the operation of, any offensive, noisy or dangerous activity, nuisance or anything against public policy. There shall be no living quarters at the Soccer Facility, nor shall anyone be permitted to live at the Soccer Facility. Except as may result from acts of force majeure, CONTRACTOR agrees that it will not allow the Soccer Facility to become unoccupied or vacant. CONTRACTOR shall take appropriate precautions to prevent fire on the Soccer Facility; maintaining existing fire detection devices and extinguishing equipment at all times. CONTRACTOR will not permit the outside use of any musical instrument or noise-making device at the Soccer Facility, which would be in violation of the City’s Noise Ordinance, as same may be amended from time to time.

4.9. The City Manager or his/her designee shall have the right to prohibit certain events or uses, including exhibitions, from occurring on the Premises, upon the City Manager or his/her designee’s reasonable determination that such event, use, or exhibition might present unreasonable safety concerns, or be a threat to the health, safety and morals of the public. Notice of any such determination shall be sent by written notice to CONTRACTOR within fourteen (14) days after the City Manager or his/her designee has received the booking report from CONTRACTOR as required herein, that specifies the potential event, use, or exhibition and, if such determination is not delivered within such fourteen (14) day period, then the event, use, or exhibition may be held.

4.10. In the event that the CONTRACTOR seeks to use the Premises for additional programs, services, activities, and uses which are materially different than the approved uses (as provided for herein), then each such proposed new program, service, activity and use must be (i) consistent with the approved uses (as provided for herein), and (ii) subject to the prior written approval of the City Manager or his/her designee. CONTRACTOR shall request such approvals in writing thirty (30) days prior to the proposed first date of such program, service, activity and use. The City Manager or his/her designee shall have fourteen (14) days from the date of receipt of the written request to reply in writing to the CONTRACTOR. Any and all approvals shall not be unreasonable withheld or delayed. In the event of approval by the City Manager or his/her designee, all such new programs, services, activities and uses shall be memorialized by the writing approving such programs, services, activities, and uses; sent to CONTRACTOR; and incorporated with the other approved uses

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in this Agreement.

4.11. Notwithstanding anything contained in this Agreement, in the event that a particular use and/or revenue generating activity has been approved by the City Manager or his/her designee, and the City Manager or his/her designee thereafter, upon reasonable inquiry, determines that the continuation of such use and/or activity is, or may be, inconsistent, contrary to and/or detrimental to the objectives and approved uses set forth herein; and/or to the health, safety and/or welfare of the City’s residents and visitors; and/or overall recreational purposes and character of the Mishcon Park, then the City Manager or his/her designee and/or his designee, upon thirty (30) days prior written notice to CONTRACTOR, may revoke, suspend, and/or otherwise disallow the objectionable uses and/or revenue generating activity, and activity within the time period and in the manner prescribed in the City’s notice. In the alternative, the City Manager or his/her designee may allow the CONTRACTOR to continue with the subject use, or business activity(ies), subject to such additional guidelines, as may be determined and established by the City Manager or his/her designee in his/her sole and reasonable discretion and judgment.

5.0 Food and Beverage Service.

5.1. CONTRACTOR may prepare, cook or cause to be prepared for sale within City- approved locations within the Soccer Facility, such uncooked, cooked, prepared, and/or prepackaged foods and such non-alcoholic beverages available for sale, as approved by the City Manager or his/her designee. As referred to herein, “prepared” foods and/or beverages shall be defined as including food that is prepared or re-heated in a microwave and/or hot beverages such as coffee and tea, but shall exclude cooking/heating of food through the use of conventional cooking methods, such as stove top/conventional oven.

5.2. There shall be no alcohol or tobacco products sold at the Soccer Facility without the approval of the City Manager or his/her designee.

5.3. All food and beverage service to be offered must obtain the prior written approval of the City Manager or his/her designee. The City Manager or his/her designee shall also approve, in writing, the types of food and beverages, and prices for same, to be sold at the Soccer Facility, prior to such sale; and shall further approve any changes, whether as to type of food and beverages to be sold, or as to changes in prices, in writing, prior to implementing a change. CONTRACTOR shall be solely responsible for updating and maintaining a current list (Menu) of all food and beverages, and prices for same, throughout the term of this Agreement.

5.4. All food and beverages sold at the Soccer Facility will be properly prepared and served in compliance with all applicable health and sanitary standards and otherwise in accordance with applicable law. The quality of food, food costs, and service shall be comparable to other municipal soccer facilities in the Miami-Dade County area. All food and beverage dispensing facilities shall be approved by the City and shall be maintained in a clean and sanitary manner. All food and beverages sold are intended for consumption on the Soccer Facility premises, and shall be dispensed from inside the Soccer Facility. Food and beverage containers for items permitted to be taken outside approved dispensing facilities will be subject to regulation by the CONTRACTOR for the purpose of controlling and preventing litter, and promoting sustainability.

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5.5. Food and beverage services shall be offered to patrons at all times as a reasonable demand for such service exists. All required licenses, permits and other certifications necessary to provide food and beverage services must be obtained and maintained by the CONTRACTOR at its sole cost.

5.6. At least one supervisory employee of CONTRACTOR must possess a Food Service Management Certification issued by a County Public Health Department in Florida, as required by law. In addition, CONTRACTOR must obtain all licenses required by the Florida Department of Business and Professional Regulation, Division of Hotels and Restaurants, the Department of Agriculture and/or as may further be required by State law, and as required by corresponding agencies to sell the food or beverages that CONTRACTOR is authorized to sell.

6.0 SOCCER PRO SHOP.

6.1. Sale of Soccer Pro Shop Related Items and Services. CONTRACTOR may offer for sale those soccer related items such as soccer balls, soccer equipment, shoes, shirts, towels, etc., and offer related services such as equipment repair and equipment rentals.

7.0 OPERATIONS AND MANAGEMENT OF THE PREMISES.

7.1. Subject to the approved uses provided for in Section 4.

7.2. Landscape Maintenance. CONTRACTOR shall, at its sole cost and responsibility, maintain, repair and replace the grounds and horticulture of the Soccer Facility. Along with its proposed annual budget and programmatic plan (as required in Section 15.10 hereof), the CONTRACTOR shall also provide the City Manager or his/her designee with an annual monthly maintenance report (in such form as shall be approved by the City Manager or his/her designee). Notwithstanding the CONTRACTOR’s responsibility with regard to maintenance of the Premises (including, without limitation, the grounds and horticulture of the Soccer Facility), the City Manager or his/her designee retains the right to review and approve plans for all major horticultural material installations, removals, etc. The CONTRACTOR shall comply with any and all Federal, State, Miami-Dade County, and City laws, codes, rules and regulations, etc. with regard to maintenance and replacement of landscaping and/or horticultural including, without limitation, tree removal permits, use and storage of pesticides, chemicals, etc.

7.3. Personnel/Materials/Equipment/Furnishings. The CONTRACTOR shall supply, at its sole cost and responsibility, all labor, personnel, materials, equipment, and furnishings, as reasonably required, to operate, maintain, repair and replace the Soccer Facility in accordance with the objectives, approved uses set forth herein, and standards set forth in this Agreement. In the event any materials, equipment, and/or furnishings are lost, stolen, or damaged, they shall be promptly replaced or repaired at the sole cost and expense of the CONTRACTOR.

7.4. Parking. The CONTRACTOR shall be responsible for the maintenance of the parking area (as designated in the approved Plans and Specifications, as provided for in Section 11). The CONTRACTOR shall supply, 35% of the cost of maintaining the lighting, landscaping, striping, paving, removal of trash/litter, and 35% for the parking area, as such area may evolve over time. The CONTRACTOR shall be responsible for providing reasonable security for the parking area during hours of operation.

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7.5. Security. The CONTRACTOR shall be responsible for and provide reasonable security measures during hours of operations as may be required to protect and secure the Soccer Facility and any facilities, materials, fixtures, furnishings, and equipment (FFE), thereon. Under no circumstances shall the City be responsible for any stolen or damaged materials or FFE, nor shall the City be responsible for any stolen or damaged personal property of the CONTRACTOR and/or the Soccer Facility’s officials, employees, contractors, volunteers, patrons, guests, invitees, and/or any other third parties.

7.6. Compliance with ADA requirements. CONTRACTOR shall operate the Facility and conduct all activities on its premises in full compliance with all aspects of the ADA, as well as all state and local requirements regarding physical and programmatic accessibility.

SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS.

8.1. The City and the CONTRACTOR recognize that in the performance of this Agreement, it shall be necessary for the CONTRACTOR to retain qualified individuals to effectuate and optimize the CONTRACTOR’s management and operation of the Soccer Facility. Any such individuals, whether employees, agents, independent contractors, volunteers, and/or other, employed, retained, or otherwise engaged by the CONTRACTOR (collectively, the “Personnel”) for such purpose(s) shall not be deemed to be agents, employees, partners, joint venturers, or associates of the City, and shall not obtain any rights or benefits under the civil service or pension ordinances of the City or any rights generally afforded classified or unclassified employees of the City; further they shall not be deemed entitled to the Florida Worker’s Compensation benefits as employees of the City. Additionally, the CONTRACTOR, and/or any employees, agents, independent contractors, volunteers, and/or others, acting under the authority and/or with the permission of the CONTRACTOR for the purposes set forth herein, shall never have been convicted of any offense involving moral turpitude or felony, or arrest or plea for a crime involving minors. Failure to comply with this Section shall constitute cause for immediate termination of this Agreement. The CONTRACTOR shall have an experienced manager or managers overseeing the Soccer Facility at all times. Any criminal activity at Mishcon Park caused by or knowingly permitted by the CONTRACTOR shall result in the immediate and automatic termination of this Agreement.

8.2. Contract Administration. The City’s contract administrator shall be the City Manager or his/her designee. The CONTRACTOR shall name in writing a specific individual to serve as its contract administrator.

8.3. The City’s contract administrator shall have the authority to give all approvals for the City while administering this Agreement, with the exception of items, which would require City Council approval. The City’s contract administrator:

a. Shall be the liaison between the City and the CONTRACTOR on all matters relating to this Agreement. b. Shall be responsible for ensuring that any information supplied by the CONTRACTOR is properly distributed to the appropriate City departments. c. Shall be responsible for contract compliance by the CONTRACTOR (including, without limitation, the CONTRACTOR’s activities, programming, operations, management, and maintenance of the Premises).

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8.4. The CONTRACTOR shall name in writing an individual(s) who shall serve as the general manager of the Soccer Facility and who:

a. Shall be the liaison between the City and the CONTRACTOR on all matters relating to this Agreement. b. Shall be responsible for the day-to-day management and supervision of the Premises. c. Shall be responsible for providing supervision and direction to the CONTRACTOR and/or the Soccer Facility’s employees, agents, contractors, volunteers, and/or others.

8.5. All Personnel shall observe all the graces of personal grooming. The CONTRACTOR shall hire Personnel to work in its operation who are neat, clean, qualified and efficient and shall comport themselves in a professional and courteous manner and be in conformity with the City’s customer service standards. The CONTRACTOR and any Personnel hired by same shall comply with the pre-employment requirements and standards as established by the City of North Miami Beach’s Human Resources Department. If CONTRACTOR materially fails to comply with these provisions, the City may send notice of default. The CONTRACTOR shall have an experienced manager or managers overseeing the Soccer Facility and related operations at all times the Soccer Facility is open to the general public.

8.6. Personnel Background Checks, ID Badge Requirements. CONTRACTOR shall comply with the requirements of Sections 1012.32 and 1012.465, Florida Statutes, requiring that only those employees who have successfully passed the background screening required by the referenced statutes, and who meet the standards established by the statutes, be allowed access to any of the Soccer Facilities and/or allowed to perform services under this Agreement. This requirement shall also extend to all CONTRACTOR representatives, agents, independent contractors, sub-contractors, or volunteers (such employees, representatives, agents, independent contractors, sub-contractors, or volunteers of CONTRACTOR shall be collectively referred to herein as “Personnel”) performing duties under this Agreement.

The Personnel shall undergo the aforestated background screening and a drug screening, as well as a credit history check for those positions that require the handling of money (collectively referred to herein as “Background Check Process”) prior to entering the Soccer Facility to begin employment and/or deliver services. The Background Check Process will be conducted by the City of North Miami Beach Human Resources Department. CONTRACTOR will bear the cost, (currently estimated at approximately $156.00 per employee, but subject to change from time to time), of acquiring the required Background Check Process, and any fee imposed by the Florida Department of Law Enforcement to maintain the records related to the background screening provided with respect to CONTRACTOR and its Personnel. Employment may be contingent upon satisfactory results as determined by the City. The Personnel shall not be permitted to work at the Soccer Facility until such time as the Background Check Process has been completed and the Personnel cleared to perform duties under this Agreement. If any Personnel is away from the job for a period of 45 or more days, the City will require a new Background Check Process. The City shall perform the Background Check Process within a reasonable time frame under the particular circumstances, including the volume to background checks it is required to process for CONTRACTOR at one time.

The City and CONTRACTOR agree and acknowledge that the failure of CONTRACTOR to perform any of the duties described in herein shall constitute a material breach of this Agreement, for which the City reserves the right to terminate immediately and without further

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liability to the City. CONTRACTOR agrees to indemnify and hold harmless the City, its officers and employees of any liability in the form of physical or mental injury, death or property damage resulting in CONTRACTOR’s failure to comply with the requirements of this Agreement, or Sections 1012.32 and 1012.465, Florida Statutes.

Upon successful completion of the required Background Check Process, the City will issue ID badges to the Personnel at a nominal fee (currently $10.00, but subject to change from time to time). CONTRACTOR agrees that no Personnel shall be allowed at the Soccer Facility without a City issued ID badge, which shall be worn at all times in a visible and easily readable location. The transfer of ID badge between Personnel is strictly prohibited and shall be cause for all Personnel responsible for such action to be immediately removed from the Soccer Facility, and CONTRACTOR fined in accordance with the provisions set forth herein.

CONTRACTOR agrees to require all of its Personnel to notify the CONTRACTOR and the City of any arrest(s) or conviction(s) of any offense within 24 hours of its occurrence. CONTRACTOR further agrees to immediately notify the City upon becoming aware that one of its Personnel, who was previously certified as completing the Background Check Process, is subsequently arrested or convicted of any disqualifying offense. Failure by CONTRACTOR to notify the City of such arrest or conviction within 24 hours of being put on notice shall constitute a material breach of this Agreement entitling the City to terminate this Agreement immediately, without further liability to the City.

SECTION 9. HOURS OF OPERATION AND FACILITY USAGE; PUBLIC BENEFITS .

9.1 The CONTRACTOR shall open and operate the Soccer Facility from 7:00 A.M. to 11:00 P.M. every day of the year, with the exception of closures due to weather conditions or events of force majeure permitting, and certain holidays agreed upon by the CONTRACTOR and the City of which proper signage and notification to patrons must be adhered to.

9.2 Any change in the hours of operation shall be at the City’s sole option and discretion, and any request by CONTRACTOR for an increase or decrease in same shall be subject to the prior written approval of the City Manager or his/her designee.

9.4 Public Benefits.

a. The CONTRACTOR will invest a minimum of $2,531,196 in capital improvements and related soft cost to the existing Premises as well as startup capitalization during the first year of operation. Capital improvements will include, but not be limited to, replacement of a soccer field with new, synthetic grass field, locker rooms, concession restaurant, administrative offices, soccer pro retail shop, new sports field lighting and a security system. b. The CONTRACTOR will contribute $50,000 for improvements within the City’s Parks facilities, which include direct costs, reasonable soft costs and permit fees; provided that the City will determine how and when these funds are expended. c. The CONTRACTOR will contribute $40,000 (non cash) per year for soccer-related events as approved by the City. Such contribution shall be made to the City for the first year of the Term within sixty (60) days of the Effective Date of this Agreement. d. The CONTRACTOR has agreed to provide annually twenty (20) scholarships ($24,000 per year) for North Miami Beach residents to attend the training programs at the Soccer Facility .

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e. The CONTRACTOR has agreed to provide annually twenty (20) scholarships ($12,000 per year) for North Miami Beach residents to attend summer or winter camps at the Soccer Facility . f. The CONTRACTOR will reimburse City $7,500 for outside professional fees for services rendered in connection with this Agreement.

SECTION 10. FEES, CHARGES AND PROGRAMS & RELATED SERVICES TO BE PROVIDED .

10.1. Prices charged shall comply with the established fees and shall be in accordance with the information set forth in the attached Exhibit “A” attached hereto.

10.2. Fees for hourly field/facility rentals, lessons, clinics, merchandise, equipment rental, and food and beverage sales and any other related items or services to be sold must be prominently posted at the Soccer Facility at those location(s) where such fees are normally paid. All fees and charges shall be competitive with those charged by comparable public soccer facilities in Miami-Dade and Broward Counties. Initial fees for programs, clinics and lessons are set forth in Exhibit “A” (to be provided by CONTRACTOR) attached hereto.

10.3. The CONTRACTOR shall have the right to increase fees in an amount equal to the amount of any sales and use tax increase enacted after the effective date of such exhibit or schedule without City’s consent.

10.4. The CONTRACTOR agrees to provide the programs set forth in this Agreement. An implementation schedule of said services shall be provided by the CONTRACTOR within sixty (60) days of the Effective Date. Said schedule and any modifications, additions or deletions to the list are subject to the prior approval of the City.

10.5. The CONTRACTOR shall utilize a computer software system for the purposes of tracking reservations, financials, memberships, etc. The City shall have administrator rights to the CONTRACTOR’s computer software system for the purposes of conducting audits. Additionally, on-line reservations must be provided for by the CONTRACTOR as well as phone and in-person reservations, including those made for or by Third Party Professionals, all of which must be managed and cross-referenced to avoid overbookings and no-shows.

10.6. Any print materials prepared by the CONTRACTOR for use of the Soccer Facility shall have the approval of the City prior to printing. Materials must include the City designation/ logo. The City shall provide approval or denial of any such print materials within ten (10) of submission of same by CONTRACTOR.

SECTION 11. PROPOSED IMPROVEMENTS, FUNDING AND RESPONSIBILITIES .

11.1. This Agreement is made with the understanding and agreement that the CONTRACTOR will, at its sole cost and responsibility, design, develop, and construct the Proposed Improvements (as hereinafter defined). The intended scope of the Proposed Improvements to be designed and constructed by the CONTRACTOR for the Soccer Facility will include the following primary components:

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a. New facility of approximately 9,000 square feet with locker rooms, administrative offices, concession/restaurant, soccer pro retail shop, restrooms; the facility will have public restroom facilities available when special events occur in the Gwen Margolis Amphitheater b. Replacement of soccer field with new, high quality synthetic field and chain link divisions of 10’ high safety nets; c. New sports lighting and security system. d. The existing roundabout will be reconverted to landscaped areas and outdoor activities related to the sports complex.

11.2. The aforestated improvements are hereinafter referred to as the “Proposed Improvements”. The CONTRACTOR hereby covenants and agrees that the CONTRACTOR shall invest or cause to be invested not less than $1,562,972 in hard construction costs for the Proposed Improvements. Upon substantial completion of the Proposed Improvements, the CONTRACTOR shall certify to City that it has, in fact, expended not less than said amount for hard construction costs.

11.3. Proposed Improvements in Sections 11.1.a through 11.1. _; provided that the specific milestones and timelines shall be established and mutually agreed to by the parties; and further provided, that the CONTRACTOR shall not have the right to terminate the Agreement under Section 11.10 hereof for failure to obtain a final Full Building Permit for the Proposed Improvements.

11.4. The Soccer Facility will commence operations upon the completion of the Proposed Improvements, as hereinafter set forth.

11.5. The Proposed Improvements will be approved by the City Council as hereinafter set forth in Section 11.7.

11.6. The CONTRACTOR shall be solely responsible for obtaining all final, non-appealable approvals from the City (including approvals by the City acting in both its proprietary and regulatory capacity, and any and all other applicable regulatory agencies. Construction of the Proposed Improvements shall be carried out pursuant to the Plans and Specifications (as hereinafter defined), which shall be prepared by licensed architects and engineers.

11.7. Concept Plan Design. The Concept Plan Design review process shall commence with the CONTRACTOR’s submission to the City’s Planning and Zoning Board, for its review and recommendation of a Concept Plan Design detailing the Soccer Facility, and including, without limitation, the Proposed Improvements, in sufficient detail, layout, and siting. The current Preliminary Soccer Facility Site Plan and Design, attached as Exhibit “B” hereto, shall serve as the basis of the Concept Plan Design. Following review of the Concept Plan Design by the Planning and Zoning Board, the Concept Plan Design shall be submitted for review and approval by the City Council at a regularly scheduled meeting. Final approval of the Concept Plan Design will rest with the City Council. In the event that the City Council fails to approve the Concept Plan Design by October 1, 2015, then this Agreement shall automatically terminate and be of no further force or effect, unless the City Council deems to grant an extension, at its sole discretion. In the event of automatic termination of this Agreement pursuant to this subsection, each party shall bear its own costs and expenses incurred in connection with this Agreement, and neither party shall have any further liability to the other.

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11.8. Preliminary Plans and Specifications. Upon the City Council’s approval of the Site Plan Concept Plan Design, the CONTRACTOR shall submit to the City Manager or his/her designee (acting on behalf of the City, in its proprietary capacity) building permit plans and specifications for the Proposed Improvements, which shall be in accordance with the approved Concept Plan Design (the “Building Permit Plans and Specifications”). The CONTRACTOR shall submit the Building Permit Plans and Specifications to the City’s Building Department within 180 days of the approval of the Concept Plan Design by the City Council. If the Building Official does not approve the Building Permit Plans and Specifications, then the CONTRACTOR and the City shall confer in good faith to develop and submit revised Building Permit Plans and Specifications, which shall be submitted and reviewed as provided above. Failure of the CONTRACTOR to obtain the Building Official’s final approval of the Building Permit Plans and Specifications within 120 days from the date of the Building Official’s disapproval shall constitute a termination of this Agreement without any further liability of either party to the other. Hereinafter, the date of final approval of the Building Permit Plans and Specifications by the Building Department shall be referred to as the “Commencement Date”.

11.9. Plans and Specifications. The CONTRACTOR shall prepare or cause to be prepared all construction plans and specifications for construction of the Proposed Improvements (the “Building Permit Plans and Specifications”).

11.10. Construction Schedule. At the time of issuance of the building permit, the City Manager or his/her designee and CONTRACTOR shall agree upon a schedule of construction milestones, which shall be strictly adhered to by CONTRACTOR. With the exception of an event of force majeure, failure by CONTRACTOR to meet the schedule of construction milestones shall be deemed a material default under this Agreement.

The CONTRACTOR shall not commence construction of the Proposed Improvements unless and until (a) the CONTRACTOR shall have obtained and delivered to City copies of all final permits and approvals required to commence construction; (b) the CONTRACTOR shall have delivered to City original certificates of the policies of insurance required to be carried by the CONTRACTOR’s contractor(s); and (c) the CONTRACTOR shall have obtained and furnished to City a payment and performance bond, as set forth in Section 15.1 (the “Payment and Performance Bond”), in a form reasonably acceptable to City, issued by a surety listed in the most recent U.S. Dept. of Treasury listing of approved sureties, guaranteeing the performance by the general contractor for construction of the Proposed Improvements. The City of North Miami Beach, Florida, shall be named as a dual obligee under the Payment and Performance Bond.

The City (acting solely in its proprietary and not in its regulatory capacity) shall reasonably cooperate with the CONTRACTOR in obtaining the permits and approvals required to construct the Proposed Improvements; shall sign any application reasonably made by the CONTRACTOR that is required in order to obtain such permits and approvals; and shall provide the CONTRACTOR with any information and/or documentation not otherwise reasonably available to the CONTRACTOR (if available to City) that is necessary to procure such permits and approvals. Any such accommodation by City shall be without prejudice to, and shall not constitute a waiver of City’s rights to exercise its discretion in connection with its regulatory functions.

The CONTRACTOR shall (a) commence construction of the Proposed Improvements on or

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before ninety (90) days after all permits and approvals necessary for the commencement of construction are issued, (the “Construction Commencement Date”), and (b) thereafter continue to prosecute construction of the Proposed Improvements with diligence and continuity to completion, in accordance with the agreed upon schedule of construction milestones. The terms “commence construction” or “commencement of construction” means the commencement of major work (such as pilings or foundations) for construction of the Proposed Improvements. Promptly after commencement of construction, the CONTRACTOR shall notify the City Manager or his/her designee, in writing, of the actual date of such commencement. Any and all preliminary site work (including, without limitation, any environmental remediation and ancillary demolition) shall not be deemed to be commencement of construction. If, after the CONTRACTOR has commenced construction, the CONTRACTOR fails to diligently prosecute construction of the Proposed Improvements (subject to unavoidable delays), and such failure continues (subject to unavoidable delays) for sixty (60) consecutive days after the CONTRACTOR’s receipt of notice of such failure, the City shall, in addition to all of its other remedies under this Agreement, have the right to seek such equitable relief (either mandatory or injunctive in nature) as may be necessary to cause diligent and continuous prosecution of construction of the Proposed Improvements by the CONTRACTOR, it being understood that construction of the Proposed Improvements is a material inducement for the City to enter into this Agreement and monetary damages shall be inadequate to compensate the City for harm resulting from such failure. Notwithstanding anything to the contrary contained herein, if the CONTRACTOR fails to substantially complete construction of the Proposed Improvements by the date provided for in this Agreement, then the same shall constitute a default under this Agreement.

11.11. “Unavoidable delays” shall mean delays due to strikes, slowdowns, lock-outs, Acts of God, inability to obtain labor or materials, war, enemy action, acts of terrorism, civil commotion, fire, casualty, eminent domain, catastrophic weather conditions, a court order that actually causes a delay in the application of any requirement (unless resulting from disputes between or among the party alleging an unavoidable delay, present or former employees, officers, members, partners or shareholders of such alleging party, or of affiliates of such alleging party). The party alleging unavoidable delay shall notify the other within twenty (20) days of such occurrence; however, failure to do so shall not waive any rights caused by such delay. The times for performance related to the Proposed Improvements shall be extended to the extent performance is delayed by unavoidable delays.

11.12. The CONTRACTOR’s Right to Terminate. Notwithstanding anything to the contrary contained herein, the CONTRACTOR shall have the right to be released from its liability and to terminate this Agreement at any time prior to obtaining a final Full Building Permit for construction of the Proposed Improvements because: (a) changes to the Building Permit Plans and Specifications required by any other governmental authority, render the project economically unfeasible, in the reasonable business judgment of the CONTRACTOR; or (b) the CONTRACTOR, after good faith efforts, has been unable to obtain a final Full Building Permit for the Proposed Improvements pursuant to the Plans and Specifications. In the event of termination of this Agreement pursuant to subsections a) and (b) above, each party shall bear its own costs and expenses incurred in connection with this Agreement, and neither party shall have any further liability to the other; provided further, however, that in the event of termination for any other reason, the CONTRACTOR shall reimburse the City for any reasonable out-of-pocket costs incurred by the City up to the date of termination.

11.13. Substantial Completion/Completion of Construction. Substantial completion of the

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Proposed Improvements shall be accomplished in a diligent manner and, in any event, no later than eighteen (18) months from the issuance of a final Full Building Permit. “Substantial completion”, as used herein, shall require the issuance of a final certificate of occupancy by the City of North Miami Beach Building Department. Final completion of the Proposed Improvements shall be accomplished in a diligent, good and workmanlike manner, and in accordance with the Plans and Specifications (with no material deviations except as expressly permitted herein). Upon Substantial completion of the Proposed Improvements, the CONTRACTOR shall furnish the City Manager or his/her designee with the following:

a. a certification from the CONTRACTOR’s architect (certified to City on the standard AIA certification form) that it has examined the Plans and Specifications and that, in its professional judgment, after diligent inquiry, construction of the Proposed Improvements has been substantially completed in accordance with the Plans and Specifications applicable thereto and, as constructed, the Proposed Improvements comply with all applicable codes and laws including the Florida Building Code and all design requirements established by the Florida Accessibility Code and the Americans with Disabilities Act (“ADA”); b. a copy or copies of the final certificates of occupancy for the Proposed Improvements issued by the City of North Miami Beach Building Department; c. lien waivers (in form and substance reasonably satisfactory to the City Manager or his/her designee and City Attorney) from each contractor, subcontractor, supplier or materialman retained by or on behalf of the CONTRACTOR in connection with the construction of the Proposed Improvements, evidencing that such persons have been paid in full for all work performed or materials supplied in connection with the construction of the Proposed Improvements; d. a complete set of “as built” plans and a survey showing the improvement(s) for which the construction of the Proposed Improvements has been completed. The City shall have an unrestricted license to use such “as built” plans and survey for any purpose related to the Premises without paying any additional cost or compensation therefore. The foregoing requirement with respect to “as built” plans shall be satisfied by the CONTRACTOR furnishing to the City Manager or his/her designee, a complete set of Plans and Specifications, with all addenda thereto and change orders in respect thereof, marked to show all changes, additions, deletions and selections made during the course of the construction of the Proposed Improvements; and e. the Contractor’s Final Affidavit (in form and substance reasonably satisfactory to the City Manager or his/her designee and City Attorney) executed by the General Contractor (i) evidencing that all contractors, subcontractors, suppliers, and materialmen retained by or on behalf f the CONTRACTOR in connection with the construction of the Proposed Improvements have been paid in full for all work performed or materials supplied in connection with the construction of the Proposed Improvements, and (ii) otherwise complying with all of the requirements under the Florida Construction Lien Law, Chapter 713, Florida Statutes, as amended.

11.14. Extensions for Performance. The times for performance related to the design and construction of the Proposed Improvements, as set forth in this Section 11, may be extended for good cause shown, upon request in writing to the City Manager or his/her designee; approval of any such extensions shall be at the City Manager or his/her designee’s sole judgment and discretion, but shall not be unreasonably withheld or delayed.

Notwithstanding the preceding paragraph, any and all construction, once commenced,

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must be carried through continuously to completion; provided, however, that any interruption or delay in the prosecution and completion of the work which shall have been caused by Act of God, public enemy, or strike, or natural casualty, or other circumstances not occasioned by or attributable to the fault, default or neglect of the CONTRACTOR, shall not be deemed to cause the CONTRACTOR to be in default under this Agreement, so long as the CONTRACTOR exercises due diligence to cause the work of construction to be carried through to completion as promptly and expeditiously after the commencement thereof as possible.

11.15. Additional Improvements/Alterations. In the event that the CONTRACTOR desires or deems it appropriate to make alterations, additions, or improvements to the Soccer Facility (other than the Proposed Improvements), it will submit plans for same to the City, for the prior written approval of the City Manager or his/her designee. No such alterations, improvements, or additions shall be made without the express written approval of the City Manager or his/her designee and, if approved, shall be the CONTRACTOR’s sole cost and responsibility, and shall become the property of the City upon completion of same. The CONTRACTOR shall not have the right to create or permit the creation of any lien attaching to the City’s interest in the Premises as a result of any such alterations, improvements, or additions.

11.16. The CONTRACTOR hereby covenants and agrees that the Soccer Facility shall be open to the public no later than five (5) months from the date of substantial completion or ______, whichever is earlier.”

SECTION 12. MAINTENANCE, REPAIRS, REPLACEMENTS AND SECURITY .

12.1. Building(s) and Facilities Maintenance, Repairs and Replacements. Throughout the Term of the Agreement, CONTRACTOR shall be solely responsible (including any costs associated therewith) for maintaining, repairing and replacing the Soccer Facility, and every part thereof, in good condition and repair consistent with a premier facility, and will not suffer or permit any strip or waste of the Soccer Facility. The CONTRACTOR shall assume sole responsibility and expense for day-to-day housekeeping, janitorial services and routine maintenance of the Soccer Facility (and all improvements, fixtures, and equipment thereon). This shall include, without limitation, daily removal of litter, garbage and debris generated by CONTRACTOR’s use of the Soccer Facility, including garbage disposal generated by its operations and activities.

12.2. The CONTRACTOR shall submit to the City (for review and approval prior to the initiation of contract activities), a communication plan addressing routine, scheduled, and emergency maintenance and repair activities that may impact the operation of the Soccer Facility. All communications shall be directed to the appropriate City staff.

12.3. Preventative Maintenance and Services. The CONTRACTOR, at its sole cost and expense, provide the following preventative maintenance and services: a. Daily cleaning and janitorial services for the Soccer Facility; b. Grounds services including field, shrub and tree maintenance and removal of any litter or obstructions from the Soccer Facility; c. Interior and exterior window cleaning to be performed as needed but no less than once every one hundred and twenty (120) days; and d. Vermin control as necessary, but no less than once every thirty (30) days;

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e. Periodic maintenance and cleaning of kitchen and exhaust equipment, and grease traps or grease inceptors, if applicable, but no less than once every thirty (30) days; f. Painting of interior and exterior of building including caulking of all windows and door frames, painting of signs, if applicable, and restriping of parking spaces on Soccer Facility or areas designated by mutual agreement, as necessary, but no less than once every four (4) years.

13.0 Hurricane Evacuation Plan .

13.1. CONTRACTOR agrees to comply with the City’s Hurricane Evacuation Plan and will cooperate fully with the instructions given by the City’s representative to initiate the plan immediately upon notice of the issuance of a Hurricane Warning by the Miami-Dade County Office of Emergency Management. CONTRACTOR shall, at a minimum, secure the Soccer Facility and all related materials and be responsible for the removal and reinstalling of equipment in accordance with the procedures included in the City’s Hurricane Evacuation Plan.

14.0 Business Tax Receipts.

14.1. CONTRACTOR shall obtain, at its sole cost and expense, any and all business tax receipts required by law for the proposed uses contemplated in this Agreement.

Without limiting the generality of the foregoing, securing the requisite business tax receipts, in addition to completing the Background Check Process in accordance with procedures provided for herein, shall be required and obtained for each individual professional soccer instructor providing lessons and/or clinics at the Soccer Facility.

SECTION 15. FINANCIAL REQUIREMENTS .

15.1. Performance Bond or Alternative Security. On or before the Construction Commencement Date, CONTRACTOR shall, in accordance with Florida Statutes sections 255.05 and 287.05712(9) furnish the City Manager or his/her designee with the following:

a. A Payment and Performance Bond, in the amount of $2,500,000.00 to secure the faithful performance of the Proposed Improvements provided for in the Agreement. A cash deposit, irrevocable letter of credit, the establishment of a joint trust or certificate of deposit (collectively, the “Alternate Security”) may also suffice, as determined by the City in its discretion. The form of the Payment and Performance Bond or Alternate Security shall be as required and pre-approved by the City’s Chief Procurement Officer, in a form acceptable to the City Attorney. The CONTRACTOR shall be required to maintain said Payment and Performance Bond or Alternate Security, as accepted by City, in full force and effect throughout the Term of this Agreement.

The parties agree and acknowledge that the preceding conditions (i)-(ii) are intended to be conditions subsequent to the City’s approval of this Agreement. Accordingly, in the event that CONTRACTOR does not satisfy the aforestated conditions on or before Construction Commencement Date, then the City Manager or his/her designee may immediately, without further demand or notice, and without liability to the City, terminate this Agreement without being prejudiced as to any remedies which may be

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available to him for breach of contract.

15.2. Payment of Expenses, City’s Minimum Guarantee, Payment to CONTRACTOR, Reports. In consideration of the rights granted the CONTRACTOR pursuant to this Agreement, and CONTRACTOR’s further agreement and acknowledgement to perform and furnish the management and operational services, professional skills and qualified personnel, systems, and materials consistent with the management and operations of other first-class, high quality public soccer facilities, the City and CONTRACTOR herein agree that the CONTRACTOR shall collect and maintain (in accordance with generally acceptable accounting principles) on behalf of the City, all revenues, as such term is defined in subsection 15.8, generated at and from the Soccer Facility including, but not limited to, all soccer instruction, lessons and clinics; field rental fees, sales, equipment rental, pro shop sales, and the sale and operation of food and beverage concessions.

15.3. All said revenues collected by the CONTRACTOR shall be deposited into an account of the City and CONTRACTOR, established pursuant to this Agreement, and to be maintained solely for the sole and exclusive purpose(s) of the management, operation and maintenance of the Soccer Facility, pursuant to this Agreement (including, without limitation, to pay for all budgeted operational expenses arising from the management or operation of the Soccer Facility pursuant to this Agreement). Interest accrued in the account shall be part of the operating income. Subject to City’s withdrawal rights, as set forth in subsection 15.6, CONTRACTOR is authorized to withdraw from such account amounts necessary to pay, or reimburse CONTRACTOR, for the payment of all operational expenses arising from the management and operation of the Soccer Facility pursuant to this Agreement, including its management fee and payroll expenses.

15.4. CONTRACTOR shall submit, within twenty-five (25) days following the close of each month, copies of records and reports related to the receipts with respect to all revenues generated during such month at the Soccer Facility. Such records and reports shall be in a form satisfactory to the City’s Chief Financial Officer, and shall include a comparison of revenues for the two (2) months prior to the report being submitted. The City shall have no obligation whatsoever to reimburse CONTRACTOR for any cash flow deficiencies.

15.5. CONTRACTOR, upon receipt thereof from the depository bank, shall submit to the City copies of all deposits, withdrawals, and bank statements concerning the account established for the Soccer Facility pursuant to this subsection 15.5. Additionally, there shall be a reconciliation of all accounting within 15 working days following the completion of each Agreement year during the Term hereof.

15.6. Notwithstanding anything to the contrary in this subsection 15.6, the City shall, without limitation, withdraw or be paid from the established bank account, on the 1 st business day of each month during the Term of this Agreement, the following amounts:

a. A minimum monthly guaranteed payment of $3,000 (“Minimum Guarantee” or “MG”), payable the 1 st business day of each month; and

b. In addition to the Minimum Guarantee, within thirty days of each annual anniversary date of the commencement of the Term of this Agreement, the City shall be entitled to an additional payment, equal to 5.5% of the Gross Revenues (as defined herein) minus the MG (“Percentage of Gross” or “PG”).

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c. Up until the CONTRACTOR receives the Certificate of Occupancy and for one year after the CONTRACTOR receives the Certificate of Occupancy, not to exceed two years from the Effective Date, the City agrees to waive the payment of the Minimum Guarantee and the Percentage of Gross.

15.7. Failure by CONTRACTOR to make the Minimum Payment or Percentage of Gross Payment in accordance with this section 15 shall constitute an automatic default. If CONTRACTOR fails to cure the default within ten (10) business days along with payment of a late payment assessment of $1,000, the City shall have the right to terminate this Agreement without further notice or demand.

15.8. CONTRACTOR’S right to make withdrawals of its management fee and payroll expenses from the City/CONTRACTOR account, as set forth in this subsection 15.7, shall be subject to the withdrawal rights of the City’s payment, as set forth in subsection 15.6 CONTRACTOR shall not make any withdrawals from the City account for its management fee/officer’s payroll expenses if such withdrawal would result in a balance in the City/CONTRACTOR account that is equal to or less than the monthly amounts to which the City is entitled to withdraw pursuant to this subsection.

15.9. The term “gross revenues” or “revenues,” as used herein, is understood to mean all income (including cash, credit card transactions, barter or otherwise), whether collected or accrued, derived by the CONTRACTOR under the privileges of this Agreement, including, without limitation, soccer instruction, lessons and clinics, field rental fees, sales, equipment rental, pro shop sales, advertising revenue, sponsorships, website sales, naming rights, and the sale and operation of food and beverage concessions, all whether on or offsite, only excluding amounts of any Federal, State, or City sales tax, or other tax, governmental imposition, assessment, charge or expense of any kind, collected by the CONTRACTOR pursuant to this Agreement, and required by law to be remitted to the taxing or other governmental authority.

15.10. During the Term of this Agreement, CONTRACTOR shall prepare and submit to the City, prior to October 1st of each fiscal year (or portion thereof) that is within the Term, a proposed, detailed line-item annual operating budget for the Centers, in compliance with a format reasonably requested by the City’s Chief Financial Officer. CONTRACTOR shall also prepare and submit, prior to October 1st of each fiscal year (or portion thereof) that is within the Term, a cash flow budget, based on its submitted operating budget for such fiscal year. The operating budget and the cash flow budget shall be approved by the Chief Financial Officer, with such modifications as the Chief Financial Officer shall make.

15.11. The CONTRACTOR shall provide a monthly activity report/revenue report which shall be submitted to the City by the 10th day of each month. The monthly reports shall include, but not be limited to, the following information:

a. a comprehensive break-down of all day play, clinics, tournaments and revenues generated in the prior month by category, and other performance measures as determined by the City.

b. a work plan to adequately address Continuous Quality Improvement goals in the CONTRACTOR’s management plan.

c. the City reserves the right to add or modify the items required in the monthly report, as

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the City deems necessary, in its sole and reasonable discretion, in order to adequately monitor performance of the CONTRACTOR.

15.12. Costs incurred by CONTRACTOR that are required to be covered by the City pursuant to this Agreement, if any (“City Cost(s)”), may be reimbursed from the deposit account, at City’s sole discretion, upon prior written notice to the City, and prior written consent from the City Manager or his/her designee to process said reimbursement. A reimbursement for a City Cost shall not be deemed to be gross revenue of the Soccer Facility for purposes of Section 15.9.

15.13. Sales and Use Tax. Payment of any required Florida State Sales and Use Tax shall be the responsibility of CONTRACTOR. It is the City’s intent that it is to receive all payments due from CONTRACTOR (as contemplated in 15.9) as net of such Florida State Sales and Use Tax.

SECTION 16. MAINTENANCE AND EXAMINATION OF RECORDS .

16.1. CONTRACTOR shall maintain current, accurate, and complete financial records on a cash basis of accounting related to its operations pursuant to this Agreement. Systems and procedures used to maintain these records shall include a system of internal controls and all accounting records shall be maintained in accordance with generally accepted accounting principles and shall be open to inspection and audit, by the City Manager or his/her designee upon reasonable prior request and during normal business hours. Such records and accounts shall include a breakdown of revenues, expenses, and profit and loss statements. CONTRACTOR shall maintain accurate receipt-printing cash registers or a like alternative at the Soccer Facility which will record and show the payment for every sale made or service provided at the Soccer Facility; and such other records shall be maintained as would be reasonably required by an independent CPA in order to audit a statement of annual revenues and profit and loss statement pursuant to generally accepted accounting principles.

16.2. CONTRACTOR acknowledges and agrees that its books and records may be considered public records as that term is defined in Chapter 119, Florida Statutes. CONTRACTOR agrees to comply with all public records laws and public records requests to the extent applicable.

SECTION 17. INSPECTION AND AUDIT .

17.1. CONTRACTOR shall maintain its financial records pertaining to its operations for a period of six (6) years after the conclusion of any contract year and such records shall be open and available to the City Manager or his/her designee, as deemed necessary by the City Manager or his/her designee, but shall not be subject to photocopying.

17.2. CONTRACTOR shall maintain all such records at the Premises and shall not remove them from the Premises without the City’s prior written consent in each instance, which consent may be withheld in the City’s sole discretion.

17.3. The City Manager or his/her designee shall be entitled to audit, but not photocopy, CONTRACTOR’S records pertaining to its operation as often as it deems reasonably necessary throughout the term of this Agreement, and six (6) times within the six (6) year

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period following termination of the Agreement, regardless of whether such termination results from the natural expiration of the term or for any other reason. The City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five percent (5%) or more in CONTRACTOR’S statement of revenues for any year or years audited, in which case CONTRACTOR shall pay to the City, within thirty (30) days of the audit being deemed final (as specified below), the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest; provided, however, the audit shall not be deemed final until CONTRACTOR has received the audit and has had a reasonable opportunity to review the audit and discuss the audit with the City. Nothing contained within this Section shall preclude the City’s audit rights for resort tax collection purposes. CONTRACTOR shall submit, within sixty (60) days from the end of each calendar year, an audited annual statement of revenues, in a form consistent with generally accepted accounting principles.

17.4. It is CONTRACTOR’S intent to stay informed of comments from and suggestions by the City regarding CONTRACTOR’S performance under the Agreement. Within thirty (30) days after the end of each contract year, CONTRACTOR and City shall meet to review CONTRACTOR’s performance under the Agreement for the previous contract year. At the meeting, CONTRACTOR and City may discuss quality, operational, maintenance and any other issues regarding CONTRACTOR’s performance under the Agreement.

SECTION 18. TAXES, ASSESSMENTS, AND UTILITIES .

18.1. CONTRACTOR agrees to and shall timely pay all taxes and assessments of any kind assessed or levied upon CONTRACTOR and with and/ or against the Soccer Facility, except as provided in subsection 18.2, by reason of this Agreement or by reason of the business or other activities of CONTRACTOR upon or in connection with the Soccer Facility. CONTRACTOR will have the right, at its own expense, to contest the amount or validity, in whole or in part, of any tax and/or assessment by appropriate proceedings diligently conducted in good faith.

18.2. CONTRACTOR may refrain from paying a tax or assessment to the extent it is contesting the assessment or imposition of same in a manner that is in accordance with law; provided, however, if, as a result of such contest, additional delinquency charges become due, CONTRACTOR shall be responsible for such delinquency charges, in addition to payment of the contested tax and/or assessment, if so ordered.

18.3. CONTRACTOR shall also pay for any fees imposed by law for licenses or permits for any business or activities of CONTRACTOR at the Soccer Facility under this Agreement, including all building permits.

18.4. The CONTRACTOR shall be responsible for payment of utilities used by, for, or on behalf of the operations contemplated herein including, telephone, basic cable, electricity, and water and sewer..

18.5. Procedure If Ad Valorem Taxes Assessed. Notwithstanding Subsection 18.1, the parties agree that the operations contemplated herein are intended for public purposes and, therefore, no ad valorem taxes should be assessed by the Miami-Dade County Tax Appraiser. If, however, said taxes are assessed, City and CONTRACTOR agree that CONTRACTOR shall be responsible for real estate taxes which are assessed against the portion of the Soccer Facility’s premises, more particularly described in the attached Exhibit

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“B”, which describes the portion of the Soccer Facility’s premises being managed by CONTRACTOR. If the entire City folio, where the Soccer Facility is located, is assessed and the Miami-Dade County Tax Appraiser does not identify which portion of the City folio relates to the CONTRACTOR’s Area, CONTRACTOR shall be responsible for its proportionate share, determined by dividing the square footage managed by CONTRACTOR, which has been depicted on Exhibit “B”, by the square footage for the City folio where the Soccer Facility is located.

SECTION 19. INSURANCE.

19.1. CONTRACTOR shall maintain, at its sole cost and expense, the following types of insurance coverage at all times throughout the term of this Agreement.

a. Comprehensive General Liability in the minimum amount of One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage with a Umbrella/Extended Liability policy with limits of no less than Five Million Dollars ($5,000,000) per occurrence. These policies must also contain coverage for Center operations, products and contractual liability.

b. Workers Compensation Insurance as required under the Laws of the State of Florida.

c. Automobile Insurance shall be provided covering all owned, leased, and hired vehicles and non-ownership liability for not less than the following limits: I. Bodily Injury $1,000,000 per person II. Bodily Injury $1,000,000 per accident III. Property Damage $1,000,000 per accident

19.2. The policies of insurance referred to above shall not be subject to cancellation or change except upon at least thirty (30) days prior written notice to the City, and then only subject to the prior written approval of the City Parks & R.E.C. Director or his designee. Prior to the Effective Date, CONTRACTOR shall provide City with a Certificate of Insurance for each such policy. ALL POLICIES SHALL NAME THE CITY OF NORTH MIAMI BEACH FLORIDA AS AN ADDITIONAL NAMED INSURED. All such policies shall be obtained from companies authorized to do business in the State of Florida with an A.M. Best Insurance Guide (latest edition) rating acceptable to the City’s Risk Manager, and any replacement or substitute company shall also be subject to the prior written approval of the City’s Risk Manager. Should CONTRACTOR fail to obtain, maintain or renew the policies of insurance referred to above, in the required amounts, the City may, at its sole discretion, obtain such insurance, and any sums expended by City in obtaining said insurance, shall be repaid by CONTRACTOR to City, plus ten percent (10%) of the amount of premiums paid to compensate City for its administrative costs. If CONTRACTOR fails to repay City’s expenditures within fifteen (15) days of demand, the total sum owed shall accrue interest at the rate of twelve percent (12%) until paid, and such failure shall be deemed an event of default hereunder. The coverage amounts of the required insurance policies is not intended in any way to, nor shall it, limit the liability of the CONTRACTOR to the City and/or third parties.

SECTION 20. INDEMNITY.

20.1. In consideration of a separate and specific consideration of $10.00 and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,

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CONTRACTOR shall indemnify, hold harmless and defend the City, its agents, servants and employees from and against any claim, demand or cause of action of whatsoever kind or nature arising out of error, omission, or negligent act of CONTRACTOR, its subcontractor(s), agents, servants or employees in the performance of services under this Agreement.

In addition, in consideration of a separate and specific consideration of $10.00 and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, CONTRACTOR shall indemnify, hold harmless and defend the City, its agents, servants and employees from and against any claim, demand or cause of action of whatever kind or nature arising out of any misconduct of CONTRACTOR not included in the paragraph in the subsection above and for which the City, its agents, servants or employees are alleged to be liable.

Subject to the provisions and monetary limitations of Section 768.28, Florida Statutes, as such may be amended, the City agrees to indemnify, hold harmless and defend CONTRACTOR from and against any claim, demand or cause of action of whatever kind or nature arising out of any misconduct of the City, its agents, servants or employees and not associated with the operations of the Facility, occurring outside of the Premises.

20.2. Subsection 20.1 shall survive the termination or expiration of this Agreement.

20.3. This indemnity provision shall be included in the CONTRACTOR’s form agreements, as required under Section 4.

20.4. Subrogation. The terms of insurance policies referred to in Section 19 shall preclude subrogation claims against CONTRACTOR, the City and their respective officers, employees and agents.

20.5. Force Majeure. Neither party shall be obligated to perform hereunder and neither party shall be deemed to be in default if performance is prevented by:

a. fire which renders at least thirty percent (30%) of the cumulative facilities unusable and which is not caused by negligence of CONTRACTOR;

b. Earthquake; hurricane; flood; act of God; civil commotion occurring at the Center during or in connection with any event; or other matter or condition of like nature; or

c. Any law, ordinance, rule, regulation or order of any public or military authority stemming from the existence of economic or energy controls, hostilities, or war.

The parties hereto acknowledge that CONTRACTOR’S obligations and benefits hereunder may be negatively affected by an event of Force Majeure. If an event of Force Majeure occurs during the term of this Agreement, and provided further that CONTRACTOR’S payment(s) to the City for that contract year is greater than the applicable percentage payment, then the City Manager or his/her designee, in his sole discretion, may extend the term of this Agreement for a reasonable period of time; provided, however, such extension shall take effect only if CONTRACTOR agrees to such extension.

20.6. Labor Dispute. In the event of a labor dispute which results in a strike, picket or boycott affecting the Soccer Facility or operation described in this Agreement, CONTRACTOR shall not thereby be deemed to be in default or to have breached any part of this Agreement,

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unless such dispute shall have been caused by illegal labor practices or violations by CONTRACTOR of applicable collective bargaining agreements and there has been a final determination of such fact which is not cured by CONTRACTOR within thirty (30) days.

20.7. Waiver of Loss from Hazards. The CONTRACTOR hereby expressly waives all claims against the City for loss or damage sustained by the CONTRACTOR resulting from fire, water, natural disasters/acts of God (e.g. hurricane, tornado, etc.), civil commotion, riot, or any other Force Majeure contemplated in Subsection 20.5 and Labor Dispute in Subsection 20.6 above, and the CONTRACTOR hereby expressly waives all rights, claims, and demands against the City and forever releases and discharges the City from all demands, claims, actions and causes of action arising from any of the aforesaid causes.

SECTION 21. FINES AND PENALTIES .

21.1. The City reserves the right to levy fines against the CONTRACTOR when the City determines that CONTRACTOR is not meeting the necessary work requirements. The following table below depicts areas where fines will be levied:

Work Activity Grace Period a. Quality of Operations 24 hours b. Personnel Shortages 4 hours c. Personnel Dress Code 8 hours d. Equipment Deficiencies 72 hours e. Supplies 8 hours f. Program Management 24 hours g. Communications 48 hours h. Life Safety Maintenance 2 hours

21.2. Fines for failures to complete corrective action for any of the work activities listed above are as follows:

a. $100 after failing to complete corrective action after two (2) notifications b. $200 after three (3) notifications c. $500 after four (4) notifications

21.3. If additional time is required to complete corrective action, a written request must be submitted for approval to the City prior to the end of the grace period. The basis for the implementation of fines and penalties includes but is not limited to the following:

a. Quality of Operations – Inability to provide service in a workmanlike and professional manner; failure to conform to professional and industry standards; unable to provide maintenance services in a manner in clean orderly and safe condition; and inability to meet the City’s established Soccer Facility maintenance standards.

b. Personnel Shortages – Failure to provide a staffing plan that meets the maintenance coverage requirements of the service area, and/or failure to provide the necessary on- site personnel in accordance to the staffing plan.

c. Personnel Dress Code – Failure of employees to meet uniform requirements, including wearing clean uniforms.

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d. Equipment Deficiencies – Inability to fully operate; in non-functional condition; in state of disrepair and or visibly damaged; lacking maintenance; and not generally maintained and in clean condition.

e. Supplies – Failure to provide the supplies necessary for the proper execution of the program or maintenance service specified.

f. Program Management - Failure to implement a comprehensive management program to respond to City and/ or stakeholder requests for services and maintenance issues covered by the Contract.

g. Communications – Failure to submit an approved communications plan addressing routine, scheduled, and emergency maintenance and repair activities, and failure to provide timely notifications as previous prescribed.

h. Safety Regulations – Failure to adhere to OSHA’s most recently published Safety and Health Regulations and general Occupational Safety and Health Standards.

SECTION 22. DEFAULT AND TERMINATION .

22.1. If either party fails to perform in accordance with any of the terms and conditions of this Agreement, and such default is not cured within thirty (30) days after written notice is given(or if not curable within thirty (30) days, the party has advised the other party in writing that cure cannot be completed within thirty (30) days and the reasons therefore, and as begun to take curative action within thirty (30) days and is continuing to diligently pursue such cure), the aggrieved party shall have the right to terminate this Agreement and, as the case may be, either vacate or re-enter the Premises, without further notice or demand. At its option, either party may also pursue any and all legal and equitable remedies available to seek redress for such default. The default and termination rights afforded the parties in this Section 22, shall in no way limit or otherwise preclude the City from exercising such other rights to terminate this Agreement, as may be expressly provided in other sections hereto.

22.2. PROCEDURE UPON EXPIRATION AND/OR TERMINATION BY CITY. The CONTRACTOR shall, on or before the last day of the Term herein, or the sooner termination of this Agreement, peaceably and quietly leave, surrender and yield unto the City, the Soccer Facility, together with any and all improvements and fixtures located at or on the Soccer Facility (including, without limitation, the landscaping and Proposed Improvements) and used by the CONTRACTOR in the management, operation and maintenance of the Soccer Facility (excluding any furnishings, fixtures, and equipment, or other personal property which can be removed without material injury to the Soccer Facility, free of all liens, claims and encumbrances and rights of others, and broom-clean, and in good order, condition and repair, reasonable wear and tear excepted. Any property which pursuant to the provisions of this subsection is removable by the Soccer Facility on or at the Soccer Facility upon the termination of this Agreement and is not so removed may, at the option of the City, be deemed abandoned by the CONTRACTOR, and either may be retained by the City as its property, or may be removed and disposed of by City, at the sole cost of the CONTRACTOR, in such manner as the City may see fit.

If the Soccer Facility is not surrendered at the end of the Term as provided in this subsection, the CONTRACTOR shall make good to the City all damages which the City shall suffer by

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reason thereof, and shall indemnify the City against all claims made by a succeeding occupant (if any), so far as such delay is occasioned by the failure of the CONTRACTOR to surrender the Soccer Facility as and when herein required.

22.3. The CONTRACTOR covenants and agrees that it will not enter into agreements (whether express or implied) relating to the Soccer Facility for a period of time beyond the stated expiration date of this Agreement.

22.4. TERMINATION FOR LACK OF FUNDS. In the event that the CONTRACTOR fails to generate enough revenue, such that it can no longer manage, operate, and maintain the Soccer Facility in accordance with the objectives and uses herein, then the City may, at its sole option and discretion: (i) supplement any lack or loss of funds in order to allow the CONTRACTOR to continue to manage and operate the Soccer Facility; or (ii) terminate this Agreement pursuant to Section 22 hereof.

22.5. TERMINATION FOR FAILURE TO MAINTAIN FRANCHISE AGREEMENT. Should the Franchise Agreement be terminated or otherwise expire during the initial term or any renewal term, and the Franchise Agreement is not replaced with another franchise agreement acceptable to the City in its sole and absolute discretion within 180 days of such termination or expiration the City, at its sole discretion, may terminate this Agreement at any time thereafter upon sixty (60) days written notice to CONTRACTOR and the provisions of subsection 22.2 shall apply.

22.6. TERMINATION FOR CONVENIENCE. Except for the initial term of this Agreement, during which the City may only terminate this Agreement for cause, the City may terminate this Agreement at any time during a renewal term, at its convenience and without cause, upon providing the CONTRACTOR with sixty (60) days written notice. In the event of termination for convenience pursuant to this subsection, CONTRACTOR shall quit and surrender the Soccer Facility to City pursuant to the provisions of Subsection 22.2 hereof.

SECTION 23. ASSIGNMENT .

23.1. Except as otherwise provided in this subsection, CONTRACTOR shall not assign; grant any concession or license; permit the use of by any other person other than CONTRACTOR; or otherwise transfer all or any portion of this Agreement and/or of the Soccer Facility (all of the forgoing are herein after referred to collectively as “transfers”), without the prior written consent of the City, which consent shall not be unreasonably withheld.

23.2. If there is a change in control of CONTRACTOR, then any such change in control shall constitute a “transfer” for purposes of this Agreement and shall be approved by the City Council prior to consummation of such change in control. “Change in control”, for purposes hereof, shall mean a change of the ownership, directly or indirectly, of greater than 10% of the voting or ownership interest or right to profits in such CONTRACTOR, by means of one or more transfers, sales, mergers, consolidations, dissolutions or otherwise; provided that the foregoing shall not be deemed to include (I) a pledge or collateral assignment of the profits of CONTRACTOR in connection with any financing, provided such pledge or collateral assignment is subordinate to the rights of the City to the fees payable to the City pursuant to Section 15 hereof; (ii) any transfer to other owners of CONTRACTOR or to trusts the beneficiaries of which are any owner(s) of CONTRACTOR or member(s) of their

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immediate family; or (iii) a change in the ownership of CONTRACTOR through a registered public offering of shares in CONTRACTOR ((I), (ii) and (iii) above collectively are referred to herein as the “Transfer Exclusions”). Except for the Transfer Exclusions, any change of the ownership, directly or indirectly, of 10% or less of the voting or ownership interest or right to profits in such CONTRACTOR (a “Minor Change”), by means of one or more transfers, sales, mergers, consolidations, dissolutions or otherwise, shall be subject to the approval of the City Manager or his/her designee.

23.3. CONTRACTOR shall notify the City of any proposed transfer, and shall notify City Manager or his/her designee of any proposed Minor Change, prior to consummation of same and the City or the City Manager or his/her designee, as applicable, shall respond within thirty (30) days. In the event that any such transfer or Minor Change is approved, the transferee shall agree to be bound by all the covenants of this Agreement required of the transferor hereunder. Any transfer or Minor Change made without complying with this Section shall be null, void, and of no effect and shall constitute an act of default under this Agreement. Notwithstanding any such consent, or any permitted transfer or Minor Change under any provision of this Section, unless expressly released by the City, CONTRACTOR shall remain jointly and severally liable (along with each approved transferee, who shall automatically become liable for all obligations of the transferor hereunder with respect to that portion of the Agreement so transferred), and the City shall be permitted to enforce the provisions of this Agreement directly against CONTRACTOR or any transferee of the CONTRACTOR without proceeding in any way against any other person.

23.4. Any unpermitted assignment transfer shall be considered a material default of this Agreement for which no cure period shall be provided and the City shall be immediately entitled to terminate this Agreement and enforce its rights and remedies as set forth in Section 22 above.

SECTION 24. SPECIAL EVENTS .

24.1. CONTRACTOR’S proposed uses, as defined in Section 4 herein, contemplates the production, promotion or sponsorship by the CONTRACTOR of soccer related special events at the Soccer Facility. For purpose of this subsection 24.1 only, CONTRACTOR’S “Special Event” shall mean any event in which CONTRACTOR shall dedicate, and close to the general public, 50% or more of the Soccer Facility’s soccer fields. In the event CONTRACTOR does produce, promote or sponsor a Special Event at the Soccer Facility, other than those provided for in this Agreement; it shall abide by the City’s Special Events Permit Requirements and Guidelines. For any use, other than those provided for in this Agreement, the City Manager or his/her designee’s authorization must be obtained for any such Special Event.

SECTION 25. SIGNAGE; NAMING RIGHTS.

25.1. Naming Rights. The City reserves the name-in-title rights (i.e. the right to name) in Mishcon Park

25.2. The CONTRACTOR shall be permitted to name the Soccer Facility subject to the approval of the City Manager or his/her designee.

25.3. The CONTRACTOR shall include the name of the City of North Miami Beach in its

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publications, advertising, promotions, websites, announcements, and other similar and related materials referring to the Soccer Facility provided, however, that the CONTRACTOR shall not use the City’s name and/or logo in any of the aforestated medias and/or materials issued by the CONTRACTOR, or in any other manner (whether express or implied), for the purpose of soliciting funding, donations, and/or other monies for the Soccer Facility (other than to identify the location of the Soccer Facility as being situated within the City of North Miami Beach), without the express written consent and/or permission of the City Manager or his/her designee.

25.4. All signage (whether exterior or interior) shall be subject to the City Manager or his/her designee prior written approval as to size, location, materials, and aesthetics. The CONTRACTOR agrees that it shall bear all costs to obtain and install any new signage (including, without limitation, any costs related to obtaining all required approvals and/or permits).

25.5. Naming rights in connection with sponsorships (i.e. sponsorship names) shall be subject to the City Manager or his/her designee’s prior written approval, which shall not be unreasonably withheld. In no event shall any sponsorship names be permitted which includes the names of any company selling the following type of products: guns, tobacco, or sexual products (the “Prohibited Names”).

25.6. In no event shall any portion of the Soccer Facility be named or e-named after an individual who has committed an illegal act (regardless of whether it becomes known to the CONTRACTOR and/or the City before or after the approval of the proposed naming). In such event, the CONTRACTOR shall immediately remove (or cause to be removed) such name(s) from the Soccer Facility and/or any portion(s) thereof, and the City shall have no liability, whether to the CONTRACTOR and/or third parties, in connection with such removal.

25.7. Subject to the City’s right to receive Percentage Gross, the CONTRACTOR shall be entitled to all naming right revenues derived herefrom; provided however that any revenues in connection with any naming rights pursuant to this Section 25 must be utilized by the CONTRACTOR and shall be dedicated exclusively for management, operation and maintenance of the Soccer Facility, and shall be reported to the City during the City’s annual review of the CONTRACTOR’s proposed operating budget for the Soccer Facility (pursuant to Section 15 hereof).

25.8. Notwithstanding anything in this Section 25, no name (and/or signage related thereto) approved in the Soccer Facility, or any portion thereof, shall be allowed to remain beyond the Term of this Agreement, and the City shall have no liability, whether to the CONTRACTOR and/or to third parties, in connection with the removal of any signage following the termination and/or expiration of this Agreement.

SECTION 26. NO IMPROPER USE .

The CONTRACTOR will not use, nor suffer or permit any person to use in any manner whatsoever, the Center or any facilities herein for any improper, immoral or offensive purpose, or for any purpose in violation of any Federal, State, County, or Municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. The CONTRACTOR will protect, indemnify, and forever save and keep harmless the City, its agents, employees and contractors from and against damage, penalty, fine, judgment, expense or charge suffered, imposed, assessed or

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incurred for any violation, or breach of any law, ordinance, rule, order or regulation occasioned by any act, neglect or omission of the CONTRACTOR, or any of its subcontractors, employees or agents. In the event of any violation by the CONTRACTOR or if the City or its authorized representative shall deem any conduct on the part of the CONTRACTOR to be objectionable or improper, CONTRACTOR shall be deemed to be in default of this Agreement should CONTRACTOR fail to correct any such violation, conduct, or practice to the satisfaction of the City within twenty-four (24) hours after receiving written notice of the nature and extent of such violation, conduct, or practice.

SECTION 27. NOTICES .

All notices, consents, waivers, directions, requests or other instruments of communications provided for under this Agreement, shall be deemed properly given if, and only if, delivered personally or sent by registered or certified U.S. mail, postage pre-paid, as follows:

IF TO THE CITY: Procurement Management Division City of North Miami Beach, 3 rd Floor 17011 NE 19th Avenue, Suite 315 North Miami Beach, Florida 33162 Telephone No. (305) 948-2946 Facsimile No. (305) 957-3522

City Manager’s Office City of North Miami Beach 17011 NE 19th Avenue, 4 th Floor North Miami Beach, Florida 33162 Telephone No. (305) 948-2900 Facsimile No. (305) 957-3602

Office of the City Attorney City of North Miami Beach 17011 NE 19th Avenue, 4 th Floor North Miami Beach, Florida 33162 Telephone No. (305) 948-2939 Facsimile No. (305) 787-6004

IF TO CONTRACTOR: ______, Soccer Development Group, LLC ______

The CONTRACTOR and the City may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing.

SECTION 28. LAWS .

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28.1. Compliance. CONTRACTOR shall comply with all applicable City, County, State, and Federal ordinances, statutes, rules and regulations, including but not limited to all applicable environmental City, County, State, and Federal ordinances, statutes, rules and regulations.

28.2. Governing Law. This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Florida. In case of any inconsistency between the terms of this Agreement, and any applicable general or special law, said general, special law shall prevail.

28.3. Equal Employment Opportunity. Neither CONTRACTOR nor any affiliate of CONTRACTOR performing services hereunder, or pursuant hereto, will discriminate against any employee or applicant for employment because of race, creed, sex, color, national origin, sexual orientation, and disability, as defined in Title I of ADA.

28.4. No Discrimination. The CONTRACTOR agrees that there shall be no discrimination as to race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, and age or disability, in its employment practices or in the operations referred to by this Agreement; and further, there shall be no discrimination regarding any use, service, maintenance, or operation within the Soccer Facility. All services offered at the Soccer Facility shall be made available to the public, subject to the right of the CONTRACTOR and the City to establish and enforce rules and regulations to provide for the safety, orderly operation and security of the Soccer Facility.

SECTION 29. MISCELLANEOUS .

29.1. No Partnership. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the City and CONTRACTOR.

29.2. Modifications. This Agreement cannot be changed or modified except by agreement in writing executed by all parties hereto. CONTRACTOR acknowledges that no modification to this Agreement shall be binding on the City unless approved by the Mayor and City Council except where such authority has been expressly provided herein to the City Manager or his/her designee.

29.3. Complete Agreement. This Agreement, together with all exhibits attached hereto, constitutes all the understandings and agreements of whatsoever nature or kind existing between the parties with respect to the matters as contemplated herein.

29.4. Headings. The section, subsection and paragraph headings contained herein are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement.

29.5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

29.6. Clauses. The illegality or invalidity of any term or any clause of this Agreement shall not affect the validity of the remainder of the Agreement, and the Agreement shall remain in

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full force and effect as if such illegal or invalid term or clause were not contained herein unless the elimination of such provision detrimentally reduces the consideration or benefits that either party is to receive under this Agreement or materially affects the continuing operation of this Agreement.

29.7. Severability. If any provision of this Agreement or any portion of such provision or the application thereof to any person or circumstance shall be held to be invalid or unenforceable, or shall become a violation of any local, State, or Federal laws, then the same as so applied shall no longer be a part of this Agreement but the remainder of the Agreement shall not be affected thereby and this Agreement as so modified shall remain in full force and effect.

29.8. Right of Entry. The City, at the direction of the City Manager or his/her designee, shall at all times during hours of operation, have the right to enter into and upon any and all parts of the Soccer Facility for the purposes of examining the same for any reason relating to the obligations of parties to this Agreement.

29.9. Not a Lease. It is expressly understood and agreed that no part, parcel, building, structure, equipment or space is leased to the CONTRACTOR; that this Agreement is a management agreement and not a lease, and that the CONTRACTOR’s right to operate, manage, and maintain the Soccer Facility shall continue only so long as the CONTRACTOR complies with the undertakings, provisions, agreements, stipulations and conditions of this Agreement. Accordingly, the CONTRACTOR hereby agrees and acknowledges that in the event of termination of this Agreement, whether due to a default by the CONTRACTOR or otherwise, the CONTRACTOR shall surrender and yield unto the City the Soccer Facility, in accordance with Section 22 hereof, and the City shall in no way be required to evict and/or otherwise remove the CONTRACTOR from the Soccer Facility as if this were a tenancy under Chapter 83, Florida Statutes, nor shall the CONTRACTOR be afforded any other rights afforded to nonresidential tenants pursuant to said Chapter (the parties having herein expressly acknowledged that this Agreement is intended to be a management agreement and is in no way intended to be a lease).

29.10. Condemnation. In the event of a taking of all of the Premises or so much of them as to render the Premises unfit for purposes intended by this Agreement, for any public or quasi-public purposes, by the City, Miami-Dade County, or the State of Florida, under any statute or by right of eminent domain, CONTRACTOR’s liability to perform under this Agreement shall cease. CONTRACTOR shall be entitled to its share of its capital investment less depreciation in the property.

29.11. City’s Governmental Capacity. Nothing in this Agreement or in the parties’ acts or omissions in connection herewith shall be deemed in any manner to waive, impair, limit or otherwise affect the authority of the City in the discharge of its police or governmental power.

29.12. Conflict of Interest. CONTRACTOR shall perform its services under this Agreement and conduct the professional soccer management and operations contemplated herein, in a manner so as to show no preference for other soccer operations/facilities owned, operated, managed, or otherwise controlled by CONTRACTOR with regard to its responsibilities pursuant to this Agreement.

29.13. Reasonableness. Notwithstanding anything to the contrary in this Agreement,

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including but not limited to references to “sole option” or “sole discretion” or words of similar meaning, in each instance in which the approval or consent or other action of the City Council or the City Manager or his/her designee is allowed or required in this Agreement, such approval, consent or other action shall not be unreasonably withheld, conditioned or delayed. Any disputes as to reasonableness under this Agreement shall be decided by the City Manager whose decision shall be final.

29.14. Procedure for Approvals and/or Consents. In each instance in which the approval or consent of the City Manager or his/her designee is allowed or required in this Agreement, it is acknowledged that such authority has been expressly provided herein to the City Manager or his/her designee by the Mayor and City Council of the City. In each instance in which the approval or consent of the City Manager or his/her designee is allowed or required in this Agreement, CONTRACTOR shall send to the City Manager or his/her designee a written request for approval or consent (the “Approval Request”). The City Manager or his/her designee shall have up to sixty (60) days from the date of Approval Request to provide written notice to CONTRACTOR approving of, consenting to or disapproving of the request. However, the City Manager or his/her designee or his/her designee’s failure to consider such request within this time provided shall not be deemed a waiver, nor shall CONTRACTOR assume that the request is automatically approved and consented to. The Subsection shall not apply to approvals required herein by the Mayor and City Council.

29.15. No Waiver. No waiver of any covenant or condition of this Agreement by either party shall be deemed to imply or constitute a waiver in the future of the same covenant or condition or of any other covenant or condition of this Agreement.

29.16. No Third Party Beneficiary. Nothing in this Agreement shall confer upon any person or entity, including, but not limited to subcontractors, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies by reason of this Agreement.

29.17. Remedies Cumulative. Each right and remedy of either party provided for in this Agreement shall be cumulative and shall be in addition to every other right or remedy provided for in this Agreement, or now or hereafter existing at law or in equity or by statute or otherwise (except as otherwise expressly limited by the terms of this Agreement), and the exercise or beginning of the exercise by a party of any one or more of the rights or remedies provided for in this Agreement, or now or hereafter existing at law or in equity or by statute or otherwise (except as otherwise expressly limited by the terms of this Agreement), shall not preclude the simultaneous or later exercise by such party of any or all other rights or remedies provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise (except as otherwise expressly limited by the terms of this Agreement).

29.18. Time Is Of The Essence. Time is of the essence with respect to all matters in, and requirements of, this Agreement as to both City and the CONTRACTOR including, but not limited to, the times within which the CONTRACTOR must commence and complete construction of the Proposed Improvements.

SECTION 30. LIMITATION OF LIABILITY .

30.1. The City desires to enter into this Agreement placing the operation and management of the Soccer Facility in the hands of a private management entity only if so doing the City

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can place a limit on its liability for any cause of action for breach of this Agreement, so that its liability for any such breach never exceeds the sum of $100,000.00. CONTRACTOR hereby expresses its willingness to enter into this Agreement with a $100,000.00 limitation on recovery for any action for breach of contract. Accordingly, and in consideration of the separate consideration of $100,000.00, the receipt of which is hereby acknowledged, the City shall not be liable to CONTRACTOR for damages to CONTRACTOR in an amount in excess of $100,000.00, for any action for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of limitation placed upon the City’s liability as set forth in Florida Statutes, Section 768.28.

SECTION 31. VENUE .

31.1. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any and all the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. CITY AND CONTRACTOR HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY AND CONTRACTOR MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CENTER.

SECTION 32. FLORIDA PUBLIC RECORDS LAW .

32.1. Pursuant to Section 119.0701 of the Florida Statutes, if the CONTRACTOR meets the definition of “Contractor ” as defined in Section 119.0701(1)(a), the CONTRACTOR shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service;

b. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that 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; and d. Meet all requirements for retaining public records and transfer to the City, at no City cost, all public records created, received, maintained and/or directly related to the performance of this Agreement that are in possession of the CONTRACTOR upon termination of this Agreement. Upon termination of this Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City.

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For purposes of this Article, the term “public records” shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City.

CONTRACTOR’S failure to comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes shall be a breach of this Agreement.

In the event the CONTRACTOR does not comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes, the City may, at the City’s sole discretion, avail itself of the remedies set forth under this Agreement and available at law.

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IN WITNESS WHEREOF , the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their agreement.

Attest: For City:

PAMELA LATIMORE, CITY CLERK ANA M. GARCIA, CITY MANAGER

APPROVED AS TO LEGAL FORM AND SUFFICIENCY (FOR USE AND RELIANCE BY CITY ONLY)

JOSE SMITH, CITY ATTORNEY

For CONTRACTOR:

SOCCER DEVELOPMENT GROUP, LLC a Florida limited liability company

By: Print Name: Title:

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ARCHITECTURAL CONCEPT

SIG Soccer Development Group ConstrukomUSA Club Atletico Boca Juniors ARCHITECTURAL CONCEPT

SIG Soccer Development Group ConstrukomUSA Club Atletico Boca Juniors SIG Soccer Development Group ConstrukomUSA Club Atletico Boca Juniors NE 167th ST.

3 6 3 4 8 6

6 Snake Creek Canal NEW SHELTER

8 6 6

SOCCER 11 114 PARKING SPACES EXISTING BASEBALL FIELD TO REMAIN

3 4

8 7 8 7

5 4 NEW SHELTER 3 4

NE 15th AVE. 163'

53' 40'

5 3 10 426' 201'

3 4

229' 211'

97'

421'

SITE PLAN SIG Soccer Development Group ConstrukomUSA Club Atletico Boca Juniors SIG Soccer Development Group ConstrukomUSA Club Atletico Boca Juniors SOCCER DEVELOPMENT GROUP LLC – MEMBERS EXPERIENCE

NAME: Jorge Daniel Rotsztain NATIONALITY: Argentinean DATE OF BIRTH: Jun 7, 1962 PHONE: (305) 527-1291 EMAIL: [email protected]

Project Position: General Manager – Member Soccer Development Group LLC

PROFESIONAL CREDENTIALS

Master in Computer Science –. 5-years degree. Universidad de Belgrano – Buenos Aires – Argentina 1981 - 1986

Languages: native Spanish, fluency in English. Strategic Marketing at the World Trade Institute in NYC Member of the board of directors of Foundation Pardes - Argentina Speaker in more than 45 Internet conferences Writer of more than 30 articles in specialized internet magazines and news papers Author of the book Y ahora que? Published by Santillana Editors.

SUMMARY OF EXPERTICE

Business Development Strategic Marketing Strategic Planning Information Technology

RELEVANT BUSINESS AND WORK EXPERIENCE

2010 to Present: Soccer Complex and Soccer Academies:

SOCCER DEVELOPMENT GROUP LLC: General Manager

GRUN FUTBOL: www.grunfc.com.ar: Partner EL PARQUE FUTBOL: www.elparquefutbol.com.ar Partner

SALGUERO FUTBOL: www.salguerofutbol.com.ar Advisor and Investor

2010 to 2012: Xerox Services www.xerox.com VP of Sales South America Government Solutions Group

2001 TO 2008: GCG – Global Consulting Group INC. www.gcgusa.com Executive Director

1998 TO 2001: El Sitio INC. www.elsitio.com First Latin American Internet Web Site (Went public in NASDAQ in 1999) Member of the Executive Committee – EVP and COO

1995 to 1998: Gtech Foreign Holding Corporation www.gtech.com Latin America Regional Director and Country Manager -Argentina

1994 to 1995 Impsat corp. www.impsat.com Strategic marketing executive

NAME: Gustavo Daniel Bolado NATIONALITY: Argentinean DATE OF BIRTH: September 6, 1964 PHONE: (954) 999-6085 EMAIL: [email protected]

Project Position: Director of Infrastructure – Arquitect and master planer. Member of Soccer Development Group LLC.

PROFESSIONAL CREDENTIALS

Argentine Licensed Architect Diploma / B.A.- M.Arch 6-years degree Major: Architecture & Planning Universidad de Buenos Aires (U.B.A.) 1983 / 1988 Bio-enviromental Architecture & Solar Energy Universidad de Buenos Aires (U.B.A.) - 1990

SUMMARY OF EXPERTICE

Project Planning, Monitoring & Evaluation Architectural Design & Planning Project Management for Design & Construction Sport Facilities Education & Health Facilities Housing Commercial

SUMMARY OF RELEVANT WORK EXPERIENCE

2005 – Present - ConstrukomUSA, Corp / Plana International, Jaime Plana, AIA, Architect. General Manager - Project, Design & Analysis of Investment in Florida, USA. North Miami Beach, Single Family Residence. North Miami Beach, Town Homes Complex North Miami Beach, Office Building Miami Gardens Convention Center, 135,000 Sq.Ft., 1700 people Auditorium CTP Headquarter, 300,000 Sq.Ft. / 17 Acres

1994 – 2004 – Jaime Lande & Asociados S.A. Project Manager Córdoba International Airport, Aeropuertos 2000. Platform of Aerial Bearing, Interior Circulations, Road infrastructure. Bid engineering & Master Project. Ministerial Administrative Center Government of the Province of Neuquén.. Execution of the Master Plan of Outer Works. Bid Architecture and Engineering. Project of Architecture & Engineering. Construction documents. Architecture and Engineering Details. Urban Infrastructure. Covered Area: 300,000 Sq.Ft, Lot Size: 43,25 Acres. Anchorena Hospital Structural Verification of Existing Building. Structural Recycling. Engineering of Project of New Buildings. Covered Area: 160,000 Sq.Ft. El Bolson Dam & Complimentary Aqueduct. Provincia de Catamarca Bid Architecture and Engineering. Project of Architecture & Engineering. Construction documents. Capacity of Dam 38,90 Hm3, 130 km of Aqueducts

Project Manager, Design Architect, Construction Manager. Citibank Global Costumers Bank. Interphase with existing building (ex- Kodak) and verification for new destiny. Honorable Senate of the Nation. Argentinian Government. Structural recycling and change assignments Floors 4º and 5º. Area: 80,000 Sq.Ft. Centro Universitario Regional Norte, Universidad Nacional de Buenos Aires. Bid Architecture and Engineering. Project of Architecture & Engineering. Constructive documentation. Architecture and Engineering Details. Urban Infrastructure. Covered Area: 150,000 Sq.Ft. Centro Universitario Regional Sur, Universidad Nacional de Buenos Aires. Bid Architecture and Engineering. Project of Architecture & Engineering. Construction documents. Architecture and Engineering Details. Urban Infrastructure. Covered Area: 152,000 Sq.Ft. Ciudad Universitaria de la Ciencia y de la Técnica de La Rioja. – La Rioja University, Campus. Bid Architecture and Engineering. Project of Architecture & Engineering. Construction documents. Architecture and Engineering Details. Urban Infrastructure. Final Design. Sport Campus Design (10 Has.) Professional Soccer Field, . Road Infraestructure. Laboratories Design. Equipment Project. Covered Area: 450,000 Sq.Ft. Lot Size: 57,57 Acres. La Plata City Stadium (Soccer) Goverment of Buenos Aires Bid Architecture and Engineering. Project of Architecture & Engineering. Construction documents. Architecture and Engineering Details. Stadium Capacity: 50.000 spectators.

1988-1989 - Metropolitana Milanesa (Milán) - Intermetro (Roma) - Intertrade (Buenos Aires) Design Architect - Member of Design Team. Project of Extension and Modernization Line “A”, of Subterraneans, City of Buenos Aires.

SPORT RELATED PROJECS

1996 to 1998: La Rioja University Campus - La Rioja, Argentina Master Planning & Project Management.

Construction Cost: $72,000,000 57.57 Acres 450,000 Square Feet of Academic, Administration & Laboratories One Professional Soccer Field, with Lighting Equipped with a nine lane 400 metres athletics track Four Tennis courts Two full-court basketball courts with lighting and bench seating Semi-Olympic pool with locker rooms

2005 to 2007: Central Broward Regional Park Master Planning & Project Management. Construction Cost: $42,000,000 110 Acres, National Award Winner 2007 Includes a 5,000-seat multipurpose stadium Entertainment complex that can be expanded to hold 20,000 Aquatics complex featuring an instructional swimming pool An activity pool with modern play equipment features Boat rental facility Four lighted soccer/football fields or two cricket pitches Courts for netball, tennis, and basketball Seven picnic shelters Two corporate pavilions Two shaded playgrounds for kids Two miles of nature trails 10-acre lake that permits catch and release fishing.

2008: Roosevelt Garden Park, Ft. Lauderdale Master Planning & Project Management. Construction Cost: $3,400,000 5Acres Three playground areas (one covered) Two full-court basketball courts with lighting and bench seating Three picnic shelters with grills Assembly hall (100 person capacity) Concrete pathway around the park is for walking, skating, or strolling

NAME: Rodolfo Enrique Rodriguez NATIONALITY: Argentinean PHONE: 54911 5221-3398 EMAIL: [email protected]

Project Position: Director Boca Soccer School

PROFESIONAL CREDENTIALS

1959-1962 Amateur Soccer Player Argentina Club San Lorenzo of Almagro

1965 Degree of Physical Education Argentina Manuel Belgrano National Institute for Physical Education

1966 Professional Soccer Player Argentina Arsenal de Lavallol Soccer Club

1971-1974 Scholarship Student Germany Sports School of Higher Learning Cologne Specialist in Sports Training, Formative and Corrective Gymnastics

1974 Obtained Soccer Specialized Trainer License issued by the Germany German Federation

1975-1976 Assistant Coach and Physical Conditioning Trainer Argentina Velez Sarfield Soccer Club

1975-1980 Professional Soccer Institutions, 1st. Division Assistant Coach and Argentina Physical Conditioning Trainer Professional Soccer Institutions of the 1st Division of the Union Santa Fe Club

1981 Assistant Coach and Physical Conditioning Trainer Argentina Velez Sarfield Athletic Professional Soccer Club

1982 Assistant Coach and Physical Conditioning Trainer Argentina Union Santa Fe Professional Soccer Club Coaching Director for the Amateur divisions and Union Santa Fe Professional Soccer Club

1983 Coaching Director and Sports Director, Boca Juniors Soccer Club Argentina La Candela (residence for Amateur Soccer Players)

1984 Professional 1st Division Assistant Coach and Physical conditioning Trainer Argentina Boca Juniors Soccer Club

1985-1991 Professional 1st Division Assistant coach Physical Conditioning Trainer Argentina Atlanta, All Boys, Nueva Chicago and Almirante Brown Professional Soccer Clubs

1986-1990 Professor of the subject on Soccer Argentina Romero Brest of Buenos Aires Physical Education Institute Almirante Brown of Haedo Physical Education Institute

1988 Participant at the International Meeting of Technical director of Soccer Argentina Presided by world renowned Soccer Coach Mr. Stefan Kovacs

1990-1991 Athletic director and Teacher for the private, youth Soccer School Argentina Pestalozzi and Belgrano Day Schools

Club Deportivo Armenio, branch of the San Lorenzo of Almagro Argentina Runner-Up of the Opening Tournament- second place

1993-1995 Professional 1st Division Assistant Coach and Conditioning Trainer Argentina Newel´s Old Boys Soccer Club

1996-1998 Professional 1st Division Assistant Coach and Physical conditioning Trainer Argentina San Lorenzo of Almagro Soccer Club

1999-2000 Trainer for Palm Beach United ( U 10, to U 17 girls and boys ) Usa

2001 Professional 1st Division Coach and Physical conditioning Trainer Violette Haiti

2002 Competitive Youth Director Palm Beach United FC Usa

2004- 2007 Assistant Coach Hight School Kings Academy Palm Beach Usa

Head Coach Coconaut Creek Soccer Teams, U14, U15 ,U16 ,U17. Boca Raton Usa

2007- 2008 Director of Soccer Academy, Boca Juniors Argentina .

2009-2010 University of Lujan, Soccer Director ,Buenos Aires Argentina.

2010 International Soccer Convention, Mamhattan Ville College , Usa New York Soccer Clinics by Inside Soccer, New York and Toronto Canada Co Director Youth Soccer Academy, Buenos Aires Argentina Coach Education and Player Development . Soccer Club Pasto Colombia

2011 Dissertation International Soccer Convention Manhattan Ville College New York Weschester Country Soccer Clinics by Inside Soccer New York Usa

International Soccer Coach Convention, Kelowna United Football Club Kelowna British Columbia Canada

2012 Co Director Youth Soccer Academy , Buenos Aires Argentina

COACHING REFERENCES:

Cesar Luis Menotti, 1978, Coach Argentinien World Champion Soccer Team. Carlos Bilardo, 1986, Coach Argentinien World Champion Soccer Team, 2002/2012 General Manager National Soccer Team. Diego Maradona, Coach Argentinien Soccer Team, South Africa 2010. Gerardo Martino, ex Paraguay National Soccer Coach South Africa 2010. C.Raffo, Youth Soccer Director, Boca Juniors, Argentina Hector Pitarch, Youth Soccer Director, River Plate, Argentina. Fernando Clavijo, MLS Soccer Coach. Jeff Bookman, Chelsea International Manager for USA, and Director of Inside Soccer. Dr Javier Perez, National USA Coach U 20. Oscar Fernandez, ex Valencia Coach. H.Henk,Youth Director Brugg Belgien. Mauricio Pochetino, Coach Espagnol Barcelona, 2008/2012. Ricardo Gareca, Coach Velez Sarfield Argentina Soccer Team Champion 2010/2011. Carlos Ischia, ex Boca Juniors Coach 2008 Julio Cesar Falcioni, Boca Juniors Coach 2011/2012. Nery Pumpido, GK Argentinien World Champion Soccer Team 1986, ex Coach Olimpia Paraguay Champion America Cup. Marcelo Bielsa, ex Coach Argentinien National Soccer Team.

NAME: Juan Ignacio Gutierrez NATIONALITY: Argentinean DATE OF BIRTH: December 30, 1968 PHONE: 54911 441-5261 EMAIL: [email protected]

Project Position: Soccer Development Group Board of advisors. Member of Espigon 14 florida LLC.

PROFESSIONAL CREDENTIALS

MBA – Universidad de Belgrano – Buenos Aires, Argentina Arquitect – Universidad de Belgrano – Buenos Aires Argentina

SUMMARY OF EXPERTICE

2001 to date: El Parque Futbol: Developer, owner and general manager Infrastructure: 6 outdoor soccer fields, restaurant, looker rooms, proshop. Activities and services offered: Field rents, tournaments, birthday parties, summer camps Location: City of Buenos Aires Web page: http://www.hoysejuega.com/canchas-de-futbol/202-el-parque-futbol.htm Annual revenues: $5.000.000 (argentine pesos) 3 tournament per month with average 20 teams per tournament Average of 600 hours per month on field rent Average of 200 children on summer camps.

2012 to date: Grun Futbol: Developer and owner Infrastructure: 12 outdoor soccer fields, restaurant, looker rooms, proshop, meeting rooms. Activities and services offered: Field rents, tournaments, birthday parties, soccer academy, summer camps Location: City of Buenos Aires Web page: www.grunfc.com.ar Annual revenues: $12.000.000 (argentine pesos) 4 tournament per month with average 20 teams per tournament Average of 1300 hours per month on field rent Average of 300 children on summer camps. Female Soccer School: 50 players per month Male Soccer School: 180 players per month Disabled Soccer School (blind players): 30 players per month (no charge for this school) 3 Schools use the infrastructure for their gym and sport activities (average of 300 payers per school)

1988 to 2000: Paddle Ranch: Owner and general manager Infrastructure: 1 soccer field, 4 paddle fields, restaurant Activities and services offered: Field rents, tournaments, summer camps Location: Miramar – Buenos Aires State. Web page: Not available Annual revenues: Not available

1998 To 2003: El Tunel Soccer: Founder Infrastructure: 2 soccer field, 4 paddle fields, restaurant Activities and services offered: Field rents, tournaments, summer camps Location: City of Buenos Aires Web page: Not available Annual revenues: Not available

2000 to date: Urbano Soccer:

Consultant on infrastructure and management Years or operation: from 2000 up to date. Infrastructure: 6 indoor soccer fields, 2 outdoor soccer fields, restaurant Activities and services offered: Field rents, tournaments, birthday parties, soccer schools, summer camps Location: City of Buenos Aires Web page: http://www.hoysejuega.com/canchas-de-futbol/204-futbol-urbano.htm Annual revenues: Not available

NAME: Jonathan Ansa NATIONALITY: Argentinean DATE OF BIRTH: December 22, 1976 PHONE: 54911 6838-2022 EMAIL: [email protected]

Project Position: Soccer Development Group Board of Advisors. Member of AMLD Soccer LLC.

PROFESSIONAL CREDENTIALS

2012 to date: Urquiza Futbol: Developer, partner and .General Manager.

Infrastructure: 6 outdoor soccer fields, restaurant, looker rooms, proshop. Activities and services offered: Field rents, tournaments, birthday parties, soccer schools, summer camps Location: City of Buenos Aires Web page: www.urquizafutbol.com.ar Annual revenues: $8.400.000 (argentine pesos) 4 tournament per year with average 50 teams per tournament 2 tournament per week with average 10 teams per tournament Average of 600 hours per month on field rent Average of 350 children on summer camps. Soccer Schools: 200 players per month. Birthday parties: 14 per month. Disabled Soccer School (blind players): 40 players per month (no charge for this school)

2011 to date: Abasto Futbol: Founder, partner and general manager. Infrastructure: 6 outdoor soccer fields, restaurant, looker rooms, proshop. Activities and services offered: Field rents, tournaments, birthday parties, soccer schools, summer camps, meeting rooms. Location: City of Buenos Aires Web page: www.salguerofutbol.com.ar Annual revenues: $9.000.000 (argentine pesos) 4 tournament per year with average 50 teams per tournament 2 tournament per week with average 10 teams per tournament Average of 720 hours per month on field rent Average of 250 children on summer camps. Soccer Schools: 270 players per month. Birthday parties: 11 per month. Disabled Soccer School (blind players): 20 players per month (no charge for this school)

Oeste Futbol: Founder and developer

Will be open on May 2015 10 soccer fields, restaurant, pro shop, looker rooms. Web page: under construction.

MEMORANDUM

TO: Mayor and City Council

FROM: Ana M. Garcia, City Manager

DATE: Tuesday, February 17, 2015

RE: Unsolicited proposal for a public-private project from Soccer Development Group, Inc.

BACKGROUND ANALYSIS:

a. GENERAL SCOPE OF PROPOSAL

The City of North Miami Beach (the “City”) received an unsolicited proposal for a public-private project from Soccer Development Group, Inc. (“SDG”) to develop a Boca Junior soccer school and sports complex in North Miami Beach. Generally, SDG’s proposal consists of construction, management and operation of a world-class state-of-the-art sports complex to provide top-quality athletic opportunities for youth, partnered with a premier internationally-branded soccer club located at the south field of Patricia Mishcon Park. SDG proposes to contribute $2,531,196 in capital improvements and related soft costs to the existing premises as well as startup capitalization during the first year of operation. The capital improvements will include, construction of an athletic facility with locker rooms, training rooms, a pro-shop, concession area, replacement of a soccer field with synthetic grass, new lighting, a security system, and management of the facility. See “Unsolicited Proposal from Soccer Development Group, LLC,” attached hereto as Exhibit “A”.

Current Soccer Program, Soccer Paradise: • Annual payment of $3,000 to City • No capital investment • No physical improvement to City parks • No Scholarships

Proposal form Boca Juniors: • $2,531,196 capital improvement to Mishcon Park • $50,000 in improvements to the City’s park facilities • After 12 months of operation, annual base payment of $36,000 or 5.5% of gross revenue, whichever is greater • $40,000 in in-kind contributions to soccer related City events • 20 soccer scholarships with an annual value of $12,000 for NMB residents • 20 soccer summer camp scholarships for NMB residents with an annual value of $12,000

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b. NOTICE OF UNSOLICITED PROPOSAL ; SOLE PROPOSAL

The proposal before Council contemplates entering into a public-private partnership with SDG pursuant to Section 287.05712, Florida Statutes. In accordance with the requirements of Section 287.05715, notice of receipt of the unsolicited proposal was advertised by the City on Tuesday, December 30, 2014 and Tuesday, January 6, 2015 in the Miami Daily Business Review. See “Notice of Receipt of An Unsolicited Proposal for a Public-Private Partnership Project (Proposal No. 2015-03),” attached hereto as Exhibit “B”. As of the 2:00 PM EST Wednesday, January 28 th , 2015 cut-off time specified in the Notice, no competing proposals were received by the City. In situations such as the present where only one proposal is received, Section 287.05712(6)(c) permits the City to negotiate in good faith with the sole proposer, and if the City is not satisfied with the results of the negotiations, it may terminate negotiations with the proposer.

c. NEGOTIATIONS & DEAL TERMS

Since January 28 th , 2015, City staff has negotiated extensively with SDG and the resulting deal points as found in the Draft Management Agreement are briefly summarized below:

• Development Program/Proposed Improvements: o Replacement of soccer field with new, synthetic grass field; o Locker rooms; o Concession/restaurant; o Administrative offices; o Soccer pro retail shop; o New sports lighting and security system; o The City will be responsible for approving the quality, character and design of the improvements to be installed as part of the project. The City will also approve all demolition plans, with no demolition occurring until appropriate permits are obtained. SDG has agreed that demolition and construction efforts will not interfere with ongoing activities in Mishcon Park. • Financial Deal Terms: o SDG will contribute $2,531,196 toward improvements, including start-up capitalization during the first year of operations. Proof of funds will be delivered to the City within twenty (20) days of execution of the Management Agreement. o SDG will reimburse the City for outside professional fees in the amount of $7,500.00. o SDG will provide a $50,000.00 investment in related improvements to Mishcon Park, including direct costs, reasonable soft costs and fees for permits with ultimate approval of the expenditure of such funds by the City. o SDG will provide an annual base payment of $36,000.00 (payable in a monthly amount of $3,000.00) beginning after 12 months of operations.

# 1652473 v1 o SDG will provide twenty (20) scholarships per year for North Miami Beach residents for programs at Boca Soccer Schools, with a total combined scholarship amount of $24,000.00. o SDG will provide twenty (20) scholarships per year for North Miami Beach residents for summer and winter soccer camps, with a total combined scholarship amount of $12,000.00. o Total annual payments will be the greater of the base payment of $36,000.00 per year, or an annual percentage rent equal to 5.5% of gross revenue based on an end-of-year true-up, and payable within thirty (30) days thereafter. Gross revenue includes, without limitation, revenue from soccer instruction, lessons and clinics, field rental fees, sales, equipment rental, pro shop sales, and the sale and operation of food and beverage concessions, excluding Federal State or City sales tax. SDG will maintain auditable books and records for purposes of determining gross revenue. o One or more soccer-related events per year are to be planned in conjunction with the City’s Parks and Recreation Department. SDG will provide $40,000 in non- cash contributions to sponsor such events. SDG will have the right of first refusal over any privately-sponsored soccer-related events or new ventures coordinated or accepted by the City. o SDG shall be solely responsible for all permitting fees. • Miscellaneous Terms: o The initial term of the Management Agreement will be ten (10) years, with two (2) five-year automatic renewals provided terms of the agreement are maintained. o SDG will be solely responsible for all operating and maintenance costs associated with the soccer facility, including fields and grounds under SDG’s control. o Approved uses include a soccer school, soccer tournaments, soccer pro retail shop, concession/restaurant, seasonal soccer camps, soccer exhibitions, birthday parties and related events, administrative offices and an annual soccer related event(s) with prior approval of the City Manager. SDG will have the right to use the south soccer field for activities related to the soccer school without prior coordination with or approval by the City. o Operational hours are from 7AM to 11PM, subject to noise and lighting parameters to be established by the City. o SDG will have exclusive control and supervision over the operations of its soccer school and related facilities/infrastructure. No other paid soccer activity shall be permitted at Mishcon Park, and SDG will have the right of first-refusal on any soccer-related project in Mishcon Park. o SDG will provide standards of operations and maintenance as a condition precedent to the execution of the Management Agreement. o SDG will be prohibited from encumbering the property with liens or other indebtedness, and must maintain a yet-to-be determined level of operational liquidity. o SDG will be limited in its ability to change ownership/replace senior management.

# 1652473 v1 d. COMPLIANCE WITH SECTION 287.05712, FLORIDA STATUTES

Section 287.05712, Florida Statutes sets forth numerous requirements that the City must comply with in approving unsolicited proposals from private entities for public-private partnerships, as well requirements relating to the comprehensive agreement between the parties. The SDG proposal is in compliance with Section 287.05712(4)(d):

1) The proposal is in the public’s best interests; 2) is for a facility owned by the City; 3) has adequate safeguards in place to ensure that additional costs or service disruptions will not be imposed on the public in the event of default or cancellation by the City; 4) adequate safeguards are in place to ensure that the City has the opportunity to add capacity to the project or other facilities; and 5) the facilities will be owned by the City upon completion or termination of the Management Agreement.

Moreover, all project approval and qualification requirements, including review of a conceptual design of the facilities, financing proposals, provisions for bond requirements, and negotiation requirements, as set forth in Section 287.05712(5)-(6) have been met.

RECOMMENDATION:

It is respectfully requested that the Council confirm the award of unsolicited proposal #2015-03 to Soccer Development Group, LLC and authorize the City Manager to execute the Management Agreement with Soccer Development Group, LLC.

FISCAL/BUDGETARY IMPACT:

While providing an economic boost to the general area of Mishcon Park, the proposed project provides:

$50,000 for improvements to Mishcon Park $2.5MM capital improvement $40,000 in-kind support toward City events 20 scholarships to NMB residents for soccer programs ($24,000 value) 20 scholarships to NMB residents for soccer summer camp ($12,000 value) After 12 months of operation, annual base payment of $36,000 or 5.5% of gross revenue, whichever is greater.

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City of North Miami Beach 17011 NE 19 Avenue North Miami Beach, FL 33162 305-947-7581 www.citynmb.com

MEMORANDUM

TO: Mayor and City Council FROM: Ana M. Garcia, City Manager VIA: Jose Smith, City Attorney Mac Serda, Deputy City Manager DATE: Tuesday, February 17, 2015

RE: Resolution No. R2015-20 (Jose Smith, City Attorney & Mac Serda, Deputy City Manager)

BACKGROUND At the request of the City Council, and to ensure compliance ANALYSIS: with the Miami Dade County Commission on Ethics, this resolution sets forth guidelines for legitimate government expenses incurred as a result of travel that serves a public purpose. The resolution applies to all travel expenses in excess of $100 for travel outside Miami Dade, Broward, Monroe and Palm Beach County incurred by the City's Elected Officials and paid for with City funds.

Prior to any expenditure greater then $100 the travel expense shall be reported on the agenda at a regularly scheduled Council Meeting. If the travel date does not provide enough time for the item to be placed on an agenda prior to the expenditure or reimbursement, the City Manager and City Attorney shall make the determination as to the eligibility of the travel expense, and the item shall be placed on the agenda for the next regularly scheduled Council Meeting.

Reimbursement for meals will be at the stated per diem rates as determined by the US Government websites. Per diem rates will be reduced for meals included with the registration of organized events, and will be paid at 50% of the daily rate on travel days.

All travel expenses and supporting documents will be posted on the City's website. RECOMMENDATION: Approval of the resolution is recommended. FISCAL/BUDGETARY No budgetary impact. IMPACT:

ATTACHMENTS: Resolution No. R2015 -20 Exhibit A to Resolution R2015 -20

RESOLUTION NO. R2015-20

A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI BEACH, FLORIDA, ESTABLISHING A COMPREHENSIVE POLICY GOVERNING TRAVEL EXPENDITURES FOR THE MAYOR AND CITY COUNCIL.

WHEREAS , the North Miami Beach City Council wishes to review and revise the policies and procedures governing travel expenditures; and

WHEREAS , at the request of the City Council, the City Attorney has reviewed the current travel expenditure policy for travel by Elected Officials and recommended that the City establish policies and procedures for allowable travel expenses that have been incurred for a legitimate identifiable public purpose, (see the Memorandum on Elected Officials Allowable

Travel Expenses dated July 18, 2014, attached hereto as Exhibit “A” and incorporated herein by reference); and

WHEREAS, in 2008 the Miami-Dade County Commission on Ethics (COE) conducted an extensive audit of Miami-Dade County municipal travel expenditure reimbursement policies; and

WHEREAS, the COE determined that since cities with minimal oversight and insufficient travel reimbursement policies create the “temptation to intentionally intermingle personal and city expenses” that “the mere perception of impropriety shakes the public’s trust and confidence in its elected officials”; and

WHEREAS , the COE strongly encouraged municipalities to create policies and procedures to guide elected officials and help avoid pitfalls as well as the “ inherent danger of commingling personal and city business expenses”; and

RESOLUTION R2015-20

WHEREAS, the City Council, in recognition of the potential for misuse of public funds desires to create a policy that complies with the recommendations made by the City Attorney addressing concerns raised by the COE; and

WHEREAS , the travel expenditure policy provided for herein implements those recommendations in the attached Memorandum on Elected Officials Allowable Travel Expenses ; and

WHEREAS , the travel expenditure policy sets forth guidelines for expenses incurred as a result of a legitimate government business expense serving a public purpose, outlines expenses that would not be eligible, and provides for transparency by requiring signed acknowledgments pursuant to state law, receipts substantiating expenses, and placement of the documentation on the City’s website; and

WHEREAS, the City Council recognizes the important public benefits that can be served by travel to and from approved events by the elected officials; and

WHEREAS, the Mayor and City Council hereby establish the following Comprehensive

Policy Governing Travel Expenditures.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of North

Miami Beach.

Section 1. The aforementioned recitals are true and correct.

Section 2. APPLICABILITY OF POLICY. In order to establish a fair and transparent process for travel expenditures paid for with City funds the City of North Miami Beach hereby establishes this Comprehensive Policy Governing Travel Expenditures for Mayor and Council. This policy shall apply to any travel expense or expenditure that is in excess of one hundred dollars ($100.00) for travel outside of Broward

RESOLUTION R2015-20

County, Miami-Dade County, Monroe County and Palm Beach County, incurred by the City’s Elected Officials and paid for with City funds.

Section 3. PUBLIC PURPOSE. The reimbursement and/or expenditure by the City of North Miami Beach for any travel-related expenses incurred by the City’s Elected Officials shall be for reasonable and necessary expenses incurred while performing official duties that carry out a valid public purpose which benefits the City of North Miami Beach residents and property owners.

Section 4. COMPREHENSIVE POLICY GOVERNING TRAVEL EXPENDITURES FOR MAYOR AND COUNCIL. Travel expenses, paid for with City funds, shall only be eligible for reimbursement/expenditure when there is a legitimate identifiable public purpose, as provided for in Section 3. Public Purpose . All travel expenditures and supporting documents shall be posted on the City’s website. • Eligible travel expenses shall be reasonable and necessary expenses incurred while performing official duties that directly benefit residents and property owners of North Miami Beach. • Eligible events for travel expenditure/reimbursements shall include attendance while performing official duties that directly benefit residents and property owners at the following events, or similar events, including but not limited to: · Dade Days; · Chamber of Commerce Conventions; · Florida League of Cities Conferences and Meetings; · Miami-Dade County League of Cities Conferences and Meetings; · Pension Board seminars and conferences; · Committee on the Status of Women meetings; and · Legislative lobbying meetings. • Ineligible travel expenses shall be expenses: · without an identifiable public purpose as provided for herein; or

RESOLUTION R2015-20

· in excess of $25.00 not accompanied by receipts substantiating each expenditure; or · Submitted without a signed travel reimbursement/expenditure request in a form to be provided by the City Manager in consultation with the City Attorney and an acknowledgement as required by Florida Statute 166.021(9)(c).

• All meals and nonalcoholic beverages consumed during dates of travel will be reimbursed at the per diem rate provided by 41 CFR 301-11.6 as may be amended (the ‘Federal Per Diem Rate’) as published at http://www.gsa.gov/portal/category/21287 by the U.S. General Services Administration for domestic travel or as published by the U.S. Department of State at http://aoprals.state.gov/web920/per_diem.asp for foreign travel. Per Diem reimbursement is subject to the following;

· On travel dates, per diem will be paid at 50% of the daily rate;

· Per diem allowances shall be reduced for meals included with the registration of organized events, i.e. conferences, seminars, meetings, etc; and

· Receipts are not required to substantiate meal allowances, and meals purchased in excess of the allowance will be reimbursed only at the per diem rate.

• Prior to any expenditure and/or reimbursement in excess of one hundred dollars ($100.00) the travel expenses shall be reported in the agenda at a regularly scheduled Council meeting. In exceptional circumstances where there is not enough time to place the item on the agenda prior to the expenditure and/or reimbursement, the City Manager and the City Attorney shall make a determination as to the eligibility of the travel expense and the item shall be placed on the agenda at the next regularly scheduled meeting for Council action (approval or denial).

Section 5. EXCLUSIVITY. The matters set forth in this Resolution shall serve as the City’s Comprehensive Policy Governing Travel Expenditures for Mayor and Council, and shall be posted prominently on the City’s website.

RESOLUTION R2015-20

APPROVED AND ADOPTED by the City of North Miami Beach City Council at the regular meeting assembled this 17th day of February, 2015.

ATTEST:

______PAMELA L. LATIMORE GEORGE VALLEJO CITY CLERK MAYOR (CITY SEAL)

APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION

______JOSE SMITH CITY ATTORNEY