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HomeMy WebLinkAboutResolution 40-25RECORD OF RESOLUTIONS BARRETT BROTHERS - DAYTON, OHIO Form 6301 Resolution No. 40-25 Passed ; AUTHORIZING THE CITY MANAGER TO ENTER INTO A FACILITIES MANAGEMENT AGREEMENT WITH SPORTS FACILITIES MANAGEMENT, LLC WHEREAS, the SportsOhio complex, which is commonly known by the street address 6100 Dublin Park Drive, in the City of Dublin, and includes Franklin County Parcel Numbers 274-000132, 274-000133, 274-000134, 274-000135, 274-000149, 274-000150, 274-000895, 273-005939, and 273-011256, is a well-established sports complex located in the City of Dublin (‘SportsOhio); WHEREAS, the SportsOhio complex and related parcels are shown on the attached Exhibit A; WHEREAS, SportsOhio offers several indoor and outdoor activities such as soccer (through its Soccer First building), basketball and other indoor sports (through its Field Sports building), and golf through its Golf Center; WHEREAS, last year, the City of Dublin had an opportunity to purchase SportsOhio from the longtime owner and did in fact purchase SportsOhio in September of 2024; WHEREAS, the City’s acquisition of SportsOhio allowed the City to expand its parks and recreation offering to the community, was necessary to meet Council’s goals of creating a premier sports complex and to accelerate economic development in the West Innovation District, and creates expansion opportunities with Darree Fields, which is consistent with the City’s master planning efforts; WHEREAS, the City owns the infrastructure, buildings, parking, lighting, sports playing surfaces, sports equipment, and all other hard assets associated with the SportsOhio athletic complex as the same exist now or may exist in the future including improvements related thereto as the same exist now or may exist in the future, known as the "SportsOhio" or any other name that may be identified in the future ("Facility"); WHEREAS, in order to properly manage, grow, and capitalize on the opportunity SportsOhio affords, the City sought to engage a professional management company to operate the day-to-day functions of the Facility; WHEREAS, after a rigorous and thorough public competitive selection process, including soliciting Requests for Proposals, the City selected Sports Facilities Management, LLC (“SFC”) to manage the facility; WHEREAS, SFC has expertise in providing management services for athletic complex facilities throughout the United States; WHEREAS, the City desires for SFC to operate and manage the Facility subject to the terms and conditions set forth in the negotiated Facility Management Agreement; WHEREAS, the City and SFC have also discussed and contemplated SFC’s assistance with identifying opportunities, studies, and assessments to expand the SportsOhio operation to, among other potential opportunities, incorporate Darree Fields; WHEREAS, the City and SFC desire to maintain SportsOhio as a premier sports complex and agree to maintain the Facility consistent with other premier sports complexes; NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, __ “7 of its elected members concurring, that: Section 1. The City Manager is hereby authorized to execute a Facilities Management Agreement with Sports Facilities Management, LLC, similar to the attached agreement with changes consistent with this Resolution and that are not RECORD OF RESOLUTIONS BARRETT BROTHERS - DAYTON, OHIO Form 6301 Resolution No.__49-25 Passed Page 2 of 2 ; detrimental to the City’s interests, for the purpose of managing the SportsOhio complex. Section 2. Council further hereby authorizes and directs the City Manager, the Director of Law, the Director of Finance, the Clerk of Council, or other appropriate officers of the City to take any other actions as may be appropriate to implement this Resolution without further legislation being required. Section 3. This Resolution shall take effect immediately in accordance with 4.04(a) of the Dublin Revised Charter. Passed this__ 23°" day of Chaos , 2025. La. Mayor - Presiding Officer To: Members of Dublin City Council From: Megan D. O’Callaghan, City Manager Date: June 18, 2025 Initiated By: Jaime Hoffman, Interim CFO/Director of Finance Kendel L. Blake, Assistant to the City Manager Re: Resolution 40-25 – Authorizing the City Manager to Enter Into a Facilities Management Agreement with Sports Facilities Management, LLC Background In alignment with Council’s goal to create a premier athletic complex that advances both recreation and economic vitality, staff recommends approval of the proposed agreement with the competitively selected service provider to manage SportsOhio on the City’s behalf. This initiative reflects Council’s vision to explore public-private partnership opportunities and develop a comprehensive master plan. Background on the goal and the supporting activities completed to date is provided below. On July 1, 2024, Dublin City Council approved Ordinance 16-24, authorizing the $44.6 million acquisition of approximately 242.562 acres of land from Steele Land Company, 6500 Dublin Park Drive, LLC, and the Shepherd Irrevocable Trust. The properties—SportsOhio (97.523± acres), Shepherd Excavating (7.93± acres), and Carter Farms (137.109± acres)—are in Franklin and Madison Counties. This acquisition supports multiple City strategic initiatives, including economic development, recreation, transportation, and alignment with key planning documents like the Envision Dublin Community Plan and Parks and Recreation Master Plan. The purchase presents an opportunity to integrate SportsOhio with Darree Fields to create a premier sports complex capable of hosting a range of recreational sports, tournaments, and community events, while also advancing City Council's visionary goals. Steering Committee To guide the future use and operations of the newly acquired SportsOhio property and related parcels, the City formed a Steering Committee with broad representation from community stakeholders and regional partners. City Council supported the formation of this committee during the legislative process for the acquisition. The Steering Committee’s responsibilities include providing input on the development of a Request for Proposals (RFP) for athletic complex management services, reviewing submitted proposals, and recommending a selection to City Council for approval. Members of the Steering Committee include Vice Mayor Christina Alutto, Council Member Andy Keeler, City Manager Megan O’Callaghan, Rebecca Call, Chair of the Planning and Zoning Commission; Dr. William Burke, Dean of Ohio University Heritage College of Osteopathic Medicine at Dublin; Scott Dring, President and CEO of Visit Dublin Ohio; Wendy Herb, General Manager of the Chiller; Dr. David Lee, President of the OhioHealthy Medical Plan; Linda Logan, CEO and President of the Greater Columbus Sports Commission; Patrice Kelley, Executive Director of the Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017 Phone: 614.410.4400 Memo Memo re. Resolution 40-25 – Authorizing the City Manager to Enter Into a Facilities Management Agreement with Sports Facilities Management, LLC June 18, 2025 Page 2 of 4 Dublin Soccer League; Scott Kilgren, Athletic Director of Dublin Youth Athletics; and Dan Sullivan, Executive Director of The Memorial Tournament. The Committee held its first meeting on September 17, 2024, which included a comprehensive overview of the property acquisition, a review of Visit Dublin’s market demand and feasibility study, and BakerTilly’s financial due diligence report. Committee members toured the SportsOhio, Darree Fields, North Jewett and Shepherd Excavating sites and established three key goals for the future athletic complex: financial sustainability, strong community engagement and economic impact through regional and national events. A second meeting took place on October 11, 2024, during which the Committee reviewed the draft RFP for athletic complex management, provided feedback, and approved it for public advertisement. Request for Proposals Following the Steering Committee’s approval, the City publicly advertised the RFP for Athletic Complex Management Services on October 17, 2024. The RFP outlined the City’s intention to master plan the SportsOhio, Darree Fields, Shepherd Excavating and North Jewett properties, signaling that respondents with experience and capacity to manage a large-scale, multi-use athletic complex would be prioritized. To enhance the proposal process, Communications and Marketing staff developed a virtual tour of the facilities. The RFP was also sent directly to organizations that had expressed interest or were identified through a benchmarking study of similar athletic complexes. A pre-proposal site tour was held on October 30, 2024, with ten participants in attendance. During the response period, the City issued two addenda to provide additional information and clarify the scope of the request. The proposal submission deadline was November 15, 2024. The City received three formal proposals from Golf Ranch, KemperSports and Sports Facilities Companies (SFC). Because the Golf Ranch proposal focused exclusively on operating the Golf Center rather than the full complex, only the proposals from KemperSports and SFC were advanced for further consideration. Partner Selection The Steering Committee convened for a third meeting on December 20, 2024, to review the two finalist proposals and develop interview questions. On January 28, 2025, the Committee conducted interviews with both KemperSports and SFC. Following these interviews and an in-depth review of each proposal, the Committee unanimously selected Sports Facilities Companies (SFC) on February 19, 2025, as the preferred management provider for the SportsOhio complex. SFC was chosen because its proposal and presentation best aligned with the goals established in the RFP. Founded in 2003, SFC has supported more than 3,000 communities and advised on over $15 billion in planned projects. The company specializes in outsourced management of preexisting athletic complexes, currently operating more than 65 venues. SFC presented a detailed 90-day transition plan that emphasized transparency, financial oversight, and diverse programming, including both traditional sports and community events. Their programming strategy included inclusive offerings such as youth leagues, senior fitness, and non-traditional activities, aimed at maximizing both community use and economic impact. Financially, SFC offered multiple partnership models tailored to the City’s preferences, including fixed fee and incentive-based structures. Their proposal also included a custom maintenance plan, operational protocols, and a comprehensive marketing strategy designed to elevate Dublin as a premier destination for sports tourism. SFC's plan relied on digital campaigns, industry networking, Memo re. Resolution 40-25 – Authorizing the City Manager to Enter Into a Facilities Management Agreement with Sports Facilities Management, LLC June 18, 2025 Page 3 of 4 and community-based outreach to ensure facility success and alignment with Dublin’s strategic goals. The Steering Committee concluded that SFC’s experience, collaborative approach, and strategic vision made them the ideal partner to manage the City’s new athletic complex. On March 3, 2025, Dublin City Council approved the recommendation by the Steering Committee and directed staff to proceed with negotiating and formulating a Management Agreement with SFC. Agreement Summary Sports Facilities Management, LLC, SFC’s facility management company, engaged in detailed negotiations with the City team addressing the anticipated expectations, interests, assumptions and potential impacting factors of this significant project. Both the City team, including representatives from BakerTilly, and the SFC team have developed an Agreement that satisfies the interests of both parties and achieves the “Create a Premier Athletic Complex” goal, with regard to operating the SportsOhio complex. Under the proposed Facilities Management Agreement (“Agreement”), SFC will oversee all aspects of the complex’s operations, including staffing, marketing, maintenance, event management, sponsorship and advertising sales, and day-to-day activities. Staffing SFC is responsible for providing all staffing necessary for operating the complex, including a full- time on-site General Manager and other Management-Level Employees such as the Marketing Manager, Operations Manager, Membership Manager, Finance Manager and Sports Programming Manager. All such personnel are engaged or hired by SFC with Dublin’s review and approval, and their compensation, including salary, benefits and incentive bonuses, is governed by the approved Operating Budget. The General Manager’s appointment is subject to Dublin’s prior approval, although an interim appointment may be made by SFC for up to 180 days without such approval. Employees will adhere to the standards outlined in SFC’s employee handbook, which is reviewed and approved by the City. All compensation is administered through a Payroll Account maintained by SFC. Additionally, in the event of contract termination, SFC retains discretion to deny any requests from Dublin or its affiliates to hire its employees, and such employees may not retain or transfer SFC’s proprietary materials. Maintenance SFC is responsible for all routine maintenance of the complex, including minor repairs, cleaning, and servicing of equipment and infrastructure, which are classified as Operating Expenses and are funded through the City’s Operating Account. Any emergency repairs necessary to address imminent threats to safety or property must be undertaken immediately by SFC. However, capital improvements or major repairs—defined as any expenditure exceeding $10,000 with a depreciable life of more than five years—must be pre-approved by and funded directly by the City. SFC must operate within the parameters of the approved budget, and any unbudgeted maintenance-related expenses require submission to the City for budget amendment approval to be considered reimbursable. Operations SFC is charged with overseeing all day-to-day operations of the complex. This includes event management, customer service, marketing and promotions, security, utility coordination and administration of third-party service providers. SFC may enter into Service Contracts and Revenue Generating Contracts on behalf of the City to support the Facility’s operation, including with Memo re. Resolution 40-25 – Authorizing the City Manager to Enter Into a Facilities Management Agreement with Sports Facilities Management, LLC June 18, 2025 Page 4 of 4 affiliated companies, as long as the terms are competitively priced. The Operating Account, owned and funded by the City, is used to cover all budgeted Operating Expenses, while a separate Payroll Account, maintained by SFC, is used to compensate staff. The City retains all ownership rights in the complex and its assets, but grants SFC the authority to manage the complex within the scope of the Agreement and approved Business Plan. Should Council authorize Agreement execution, SFC would begin operations on July 1. This would allow for a one-month overlap with the current operator to ensure a seamless transition. Upon execution of the Agreement, a termination letter consistent with the terms of the City’s Temporary Management Agreement would be provided to the current operators, notifying them that their final day of operation would be July 31. Operating Budget and Annual Business Plan Each year, SFC will develop and submit a proposed Operating Budget and Annual Business Plan at least five months prior to the beginning of the Operating Year to align with the City’s budgeting process. The City retains approval rights over the Budget and must fund the Operating Account monthly in accordance with the approved budget to ensure continuity of operations. Funding for the Operating Account will be provided from the City’s General Fund, subject to annual appropriation by City Council. If the City fails to approve the proposed Budget or Business Plan, operations will continue under the prior year’s plan, subject to appropriation of funds and necessary adjustments. If agreement cannot be reached within 90 days of a budget disapproval, either party may terminate the Agreement with 60 days’ written notice. Additionally, the City is responsible for maintaining a designated level of working capital in the Operating Account to ensure liquidity. Any unbudgeted Operating Expenses must be submitted as amendments and approved by the City to be considered reimbursable under the Agreement. Term The term of this Agreement will begin on approximately July 1, 2025 and expire on December 31, 2029. The Agreement will automatically renew for up to three (3) additional periods of five (5) years unless one party gives the other party notice of its intention not to renew at least one hundred and eighty (180) days prior to the expiration of any Term or Renewal. Management Fee/Incentives SFC will be compensated through a combination of fixed and performance-based fees. A base management fee of $20,000 per month is payable on the first day of each month. The Agreement also includes incentive payment equal to 7.5% of food and beverage sales revenue, so long as that revenue exceeds the threshold amount of $180,000 for the calendar year. The Agreement also includes incentives for sponsorship and advertising revenue. SFC can earn 20% of sponsorship and advertising revenue if it initiates the opportunity and 15% of sponsorship and advertising revenue if the opportunity is initiated by the City. Any sponsorship or advertising must comply with the City’s established guidelines or first be approved by the City in writing. Reimbursable expenses such as travel must receive prior approval from the City and will be reimbursed based on submitted receipts within 30 days. If the Agreement is terminated by the City for any reason other than cause, SFC is entitled to an Early Termination Fee equal to six months of the then-current base management fee. Recommendation Staff recommends adoption of Resolution 40-25 Authorizing the City Manager to Enter Into a Facilities Management Agreement with Sports Facilities Management, LLC for operation of SportsOhio. 1 FACILITY MANAGEMENT AGREEMENT between CITY OF DUBLIN, OHIO and SPORTS FACILITIES MANAGEMENT, LLC Dated: _________________, 2025 2 FACILITY MANAGEMENT AGREEMENT THIS FACILITY MANAGEMENT AGREEMENT (the "Agreement") is made and entered into this ____ day of ______________, 2025 (the "Effective Date"), by and between the City of Dublin, Ohio, an Ohio municipal corporation (the "Owner") and Sports Facilities Management, LLC, a Florida limited liability company (the "Manager"). RECITALS WHEREAS, the SportsOhio complex, which is commonly known by the street address 6100 Dublin Park Drive, in the City of Dublin, and includes Franklin County Parcel Numbers 274-000132, 274-000133, 274-000134, 274-000135, 274-000149, 274-000150, 274-000895, 273-005939, and 273- 011256, is a well-established sports complex located in the City of Dublin (“SportsOhio”); WHEREAS, the SportsOhio complex and related parcels are shown on the attached Exhibit A; WHEREAS, SportsOhio offers several indoor and outdoor activities such as soccer (through its Soccer First building), basketball and other indoor sports (through its Field Sports building), and golf through its Golf Center; WHEREAS, last year, the City of Dublin had an opportunity to purchase SportsOhio from the longtime owner and did in fact purchase SportsOhio in September of 2024; WHEREAS, the City’s acquisition of SportsOhio allowed the City to expand its parks and recreation offering to the community, was necessary to meet Council’s goals of creating a premier sports complex and to accelerate economic development in the West Innovation District, and creates expansion opportunities with Darree Fields, which is consistent with the City’s master planning efforts; WHEREAS, Owner owns the infrastructure, buildings, parking, lighting, sports playing surfaces, sports equipment, and all other hard assets associated with the SportsOhio athletic complex as the same exist now or may exist in the future including improvements related thereto as the same exist now or may exist in the future, known as the "SportsOhio" or any other name that may be identified in the future ("Facility"); WHEREAS, in order to properly manage, grow, and capitalize on the opportunity SportsOhio affords, the City sought to engage a professional management company to operate the day-to-day functions of the Facility; WHEREAS, after a rigorous and thorough public competitive selection process, including soliciting Requests for Proposals, the City selected Sports Facilities Management, LLC (“SFC” or “Manager”) to manage the facility; WHEREAS, Manager has expertise in providing management services for athletic complex 3 facilities throughout the United States; WHEREAS, Owner and Manager desire for SFC to operate and manage the Facility subject to the terms and conditions set forth herein; WHEREAS, Owner and Manager have also discussed and contemplated Manager’s assistance with identifying opportunities, studies, and assessments to expand the SportsOhio operation to, among other potential opportunities, incorporate Darree Fields; WHEREAS, Owner and Manager desire to maintain SportsOhio as a premier sports complex and agree to maintain the Facility consistent with other premier sports complexes; NOW THEREFORE, in consideration of the promises and covenants herein contained, including the Recitals, and other good and valuable consideration, the receipt of which is hereby acknowledged, Owner and Manager agree as follows: ARTICLE 1 DEFINITIONS 1.1. Definitions. For purposes of this Agreement, the following terms have the meanings referred to in this Section: Affiliate: A person or company that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified person or company. Agreement: The "Agreement" shall mean this Management Agreement, together with all exhibits attached hereto (each of which are incorporated herein as an integral part of this Agreement), as amended, supplemented or restated from time to time. Capital Expenditures: All expenditures for building additions, alterations, repairs or improvements and for purchases of additional or replacement furniture, machinery, or equipment, where the cost of such expenditure is greater than Ten Thousand Dollars ($10,000) and the depreciable life of the applicable item is, according to generally accepted accounting principles, in excess of five (5) years. Commercial Rights: Naming rights, pouring rights, advertising, sponsorships, the branding of food and beverage products for resale and memorial gifts at or with respect to the Facility. Early Termination Fee: The term "Early Termination Fee" shall have the meaning ascribed to such term in Section 4.3(a) of this Agreement. Effective Date: "Effective Date" shall have the meaning ascribed to such term in the preamble of this Agreement. Emergency Repair: The repair of a condition which, if not performed immediately, creates an imminent danger to persons or property and/or an unsafe condition at the Facility threatening persons or 4 property. Event of Force Majeure: An act of God, fire, earthquake, hurricane, state emergency level flooding, riot, civil commotion, terrorist act, terrorist threat, storm, washout, wind, lightning, landslide, explosion, epidemic, inability to obtain materials or supplies, accident to machinery or equipment, any law, ordinance, rule, regulation, or order of any public or military authority stemming from the existence of economic or energy controls, hostilities or war, a labor dispute which results in a strike or work stoppage affecting the Facility or services described in this Agreement, or any other cause or occurrence outside the reasonable control of the party claiming an inability to perform and which by the exercise of due diligence could not be reasonably prevented or overcome. Existing Contracts: Service Contracts, Revenue Generating Contracts, and other agreements relating to the day-to-day operation of the Facilities existing as of the Effective Date. Facility: The "Facility" shall have the meaning ascribed to such term in the Recitals to this Agreement. FF&E: Furniture, fixtures and equipment to be procured for use at the Facilities. General Manager: The employee of Manager acting as the full-time on-site general manager of the Facilities. Laws: Means all applicable laws, statutes, rules, regulations and ordinances. Management-Level Employees: The General Manager, Marketing Manager, Operations Manager, Membership Manager, Finance Manager, and Sports Programming Manager. Manager: The term "Manager" shall have the meaning ascribed to such term in the Recitals to this Agreement. Operating Account: A separate interest-bearing account in the name of the Owner at a licensed bank, to be designated by the Owner, where Revenue is deposited and from which Operating Expenses are paid. Operating Budget: A line-item budget for the Facility that includes a projection of Revenues and Operating Expenses, presented on a monthly and annual basis, which remains in the control of the Owner through its approval process. Operating Expenses: All expenses incurred by Manager in connection with its operation, promotion, maintenance and management of the Facilities, including but not limited to the following: (i) employee payroll, bonuses and benefits (including payments to any national benefit system, relocation costs, termination costs (including severance costs and payments in lieu of termination), and related costs, (ii) cost of operating supplies, including general office supplies, (iii) advertising, marketing, group sales, and public relations costs, (iv) cleaning expenses, (v) data processing costs, (vi) dues, subscriptions and membership costs, (vii) the Fixed Management Fee, (viii) printing and stationary costs, (ix) postage and freight costs, (x) equipment rental costs, (xi) minor repairs, maintenance, and 5 equipment servicing, not including expenses relating to performing capital improvements or repairs, (xii) security expenses, (xiii) telephone and communication charges, (xiv) travel and entertainment expenses of Manager employees, (xv) cost of employee uniforms and identification, (xvi) exterminator and trash removal costs, if applicable (xvii) computer, software, hardware and training costs, (xviii) parking expenses, (xix) utility expenses, (xx) office expenses, (xxi) audit and accounting fees, (xxii) legal fees subject to the authorization and approval of the Owner’s Law Director’s office in advance on the use of outside legal counsel, reasonable legal fees arising from Manager’s day-to-day operation of the Facility, but such fees shall not include under any circumstances any fees incurred by Manager in relation to: (1) a dispute, including litigation, between the Owner and Manager, or (2) fees arising from a dispute, including litigation, between Manager and any third party claimant, except that expenses relating to a claim by a third party claimant shall be an Operating Expense provided that the claim is not: (1) covered by insurance, Manager is required to maintain hereunder, and (2) Manager is not negligent or otherwise at fault in causing such claim, which negligence shall be determined at the conclusion of the claim, and prior to such determination being made Manager shall incur the legal cost and, if applicable, shall be reimbursed by Owner at the conclusion of the claim;, (xxiii) all bond and insurance costs, including but not limited to personal property, general liability, professional liability and worker's compensation insurance, (xxiv) commissions and all other fees payable to third parties (e.g. commissions relating to food, beverage and merchandise concessions services and commercial rights sales), (xxv) cost of complying with any Laws, (xxvi) costs incurred by Manager to settle or defend any claims asserted against Manager arising out of its operations at the Facilities on behalf of Owner; (xxvii) loss, costs, damage, liability and any other obligations arising under or incurred under Service Contracts and other agreements relating to Facility operations, and (xxviii) Taxes. The term "Operating Expenses" does not include debt service on the Facility, Capital Expenditures or any Incentive Fees (all of which shall be the responsibility of the Owner). Further, the parties recognize that certain Operating Expenses may not be budgeted. Such unbudgeted Operating Expenses shall be required to be approved via a budget amendment by the Owner in order to be considered an allowable Operating Expense pursuant to this Agreement. Operating Year: Each twelve (12) month period during the Term, commencing on January 1 and ending on December 31, provided that the first Operating Year shall be a shortened year commencing on the Effective Date and ending on December 31st of that year and the last Operating Year shall be a shortened year, ending upon the expiration of this Agreement. Operations Manual: The document that has been developed by Manager, which shall contain terms regarding the management and operation of the Facility including detailed policies and procedures to be implemented in operating the Facility, as reviewed and approved by the Owner in its sole control and discretion. Owner: The term "Owner" shall have the meaning ascribed to such term in the Recitals to this Agreement. Payroll Account: A separate account in the name of Manager at a licensed bank through which all Facility staff and other personnel employed by Manager (including related payroll taxes), or engaged by Manager as an independent contractor, are paid. Recruitment Fee: The term "Recruitment Fee" shall have the meaning ascribed to such term in Section 6.4 of this Agreement. 6 Regulatory Approvals: All applicable governmental or regulatory approvals, authorizations, consents, licenses or permits. Revenue: All revenues generated by Manager's operation of the Facility, including but not limited to event ticket proceeds income, rental and license fee income, merchandise income, gross food and beverage income, gross income from any sale of Commercial Rights, gross service income, equipment rental fees, box office income, and miscellaneous operating income, but shall not include event ticket proceeds held by Manager in trust for a third party and paid to such third party. Revenue Generating Contracts: Vendor, concessions and merchandising agreements, user/rental agreements, booking commitments, licenses, and all other contracts or agreements generating revenue for the Facility and entered into in the ordinary course of operating the Facility. Service Contracts: Agreements for services to be provided in connection with the operation of the Facility, including without limitation agreements for consulting services, ticketing, web development and maintenance, computer support services, FF&E purchasing services, engineering services, electricity, steam, gas, fuel, general maintenance, HVAC maintenance, telephone, staffing personnel including guards, ushers and ticket-takers, extermination, elevators, stage equipment, fire control panel and other safety equipment, snow removal and other services which are deemed by Manager to be either necessary or useful in operating the Facility. Taxes: Any and all governmental assessments, franchise fees, excises, license and permit fees, levies, charges and taxes, of every kind and nature whatsoever, which at any time during the Term may be assessed, levied, or imposed on, or become due and payable out of or in respect of, (i) activities conducted on behalf of the Owner at the Facility, including without limitation the sale of concessions, the sale of tickets, and the performance of events (such as any applicable sales and/or admissions taxes, use taxes, excise taxes, occupancy taxes, employment taxes, and withholding taxes), or (ii) any payments received from any holders of a leasehold interest or license in or to the Facility, from any guests, or from any others using or occupying all or any part of the Facility. Term: The term "Term" shall have the meaning ascribed to such term in Section 4.1 of this Agreement. ARTICLE 2 SCOPE OF SERVICES 2.1 Engagement. (a) Owner hereby engages Manager during the Term to act as the sole and exclusive manager and operator of the Facility, subject to and as more fully described in this Agreement, and, in connection therewith, to perform the services described herein and in Exhibits B and C attached hereto. (b) Manager hereby accepts such engagement, and shall perform the services described herein, subject to the limitations expressly set forth in this Agreement. 7 2.2 Limitations on Manager's Duties. Manager's obligations under this Agreement are contingent upon and subject to the Owner making available, in a timely fashion, the funds budgeted for and/or reasonably required by Manager to carry out such obligations during the Term. Manager shall not be considered to be in breach or default of this Agreement and shall have no liability to the Owner or any other party, in the event Manager does not perform any of its obligations hereunder due to failure by the Owner to timely provide such funds. Manager is the day-to-day operator of the Facility, while Owner retains exclusive ownership and control of the Facility. ARTICLE 3 COMPENSATION 3.1 Management Fees. In consideration of Manager's performance of its services hereunder, Owner shall pay Manager those payments as further set forth in Exhibit C attached hereto. ARTICLE 4 TERM; TERMINATION 4.1 Term. The term of this Agreement (the "Term") shall begin on the Effective Date and, unless sooner terminated pursuant to the provisions of Section 4.2 below, shall expire on December 31, 2029, subject to the annual appropriation of funds by Owner, at which time this Agreement shall automatically renew for up to three (3) additional periods of five (5) years (each "Renewal Term") unless one party gives the other party notice of its intention not to renew at least one hundred and eighty (180) days prior to the expiration of any Term or Renewal. 4.2 Early Termination. This Agreement may be terminated by Owner or Manager, with or without cause, at any time by providing the other party with written notice on or before the date such terminating party wishes to terminate this Agreement (the "Termination Date"). (a) For Owner’s Convenience: Owner shall have the right to terminate this Agreement for any reason or no reason subject to section 4.3 below. (b) For Manager’s Convenience: Manager shall have the right to terminate this Agreement for any reason or no reason upon twelve (12) months’ notice to Owner. (c) For Cause by Owner: Owner shall have the right to terminate this Agreement for Cause at any time. Upon termination by Owner for cause, Manager shall promptly vacate the Facility and no Early Termination Fee or other compensation, damages or lost profits related to early termination shall be due or payable to Manager. Cause for termination shall include, but not be limited to, Manager’s failure to cure the breach of any material provision in this Agreement within twenty (20) days after receipt of written notice to cure from Owner detailing that breach; except that in the event that a cure is not objectively possible within twenty (20) days after that notice, Owner shall not be entitled to terminate for cause where Manager shall commence to cure the noticed breach as fully as possible within that twenty (20) day period and thereafter diligently and continuously pursue that cure to a successful 8 completion within sixty (60) days after that notice. (d) For Cause by Manager: Manager shall have the right to terminate this Agreement for Cause at any time. Termination for cause by Manager shall be contingent upon Manager promptly vacating the Facility and taking nothing of value from Owner without Owner’s written permission. Manager expressly waives any possessory lien rights or right of set-off it might have against any of Owner’s property or assets. Cause for termination shall include, but not be limited to, Owner’s (i) repeated failure to timely pay into the Operating Account budgeted Owner contributions; (ii) Owner’s failure to cure the breach of any material provision in this Agreement within twenty (20) days after receipt of written notice to cure from Manager detailing that breach; except that in the event that a cure is not objectively possible within twenty (20) days after that notice, Manager shall not be entitled to terminate for cause where Owner shall commence to cure the noticed breach as fully as possible within that twenty (20) day period and thereafter diligently and continuously pursue that cure to a successful completion within sixty (60) days after that notice. (e) In the event of non-appropriation of funding by Dublin City Council, this Agreement shall terminate, subject to the Early Termination Fee (as defined below) in Section 4.3(a), as of December 31 of the last fiscal year for which funds were appropriated. 4.3 Effect of Early Termination. (a) Upon termination by the Owner for any reason other than for "cause" due to Manager's breach of any material provision herein, without cure by Manager following written notice from Owner detailing such breach of this Agreement, Owner shall pay to Manager a termination fee (the "Early Termination Fee") on the Termination Date that is equal to six months of the current management fee. In the Event that Owner terminates this Agreement, Owner shall have the right to request that Manager vacate the property and cease all management activities related to the Facility, in which case Owner shall pay Manager the Termination Fee as set forth above. (b) Upon termination or expiration of this Agreement for any reason, (i) Manager shall promptly discontinue the performance of all services hereunder, (ii) the Owner shall promptly pay Manager all fees due Manager up to the date of termination or expiration (subject to proration if the Term ends other than at the end of the Operating Year), (iii) Manager shall make available to the Owner all data, electronic files, documents, procedures, reports, estimates, summaries, and other such information and materials with respect to the Facilities as may have been accumulated by Manager in performing its obligations hereunder, whether completed or in process, and (iv) without any further action on part of Manager or Owner, the Owner shall, or shall cause the successor Facility manager to, assume all obligations arising after the date of such termination or expiration, under any Service Contracts, Revenue Generating Contracts, booking commitments and any other Facility agreements entered into by Manager in furtherance of its duties hereunder. Notwithstanding the foregoing, Manager is under no duty to provide certain proprietary confidential materials or intellectual property to the Owner, including but not limited to national benchmarking formulas, key performance indicators reports, employee manuals, employee training materials, employee performance evaluations, financial forecasting formulas, Manager's internal databases or contact lists, Manager's operations manuals, 9 and/or other intellectual property developed by and maintained by the Manager and which it may use in its regular course of business to provide services to clients similar to Owner. Any obligations of the parties that are specifically intended to survive expiration or termination of this Agreement shall survive expiration or termination hereof. ARTICLE 5 OWNERSHIP; USE OF THE FACILITY 5.1 Ownership of Facility, Data, Equipment and Materials. The Owner will at all times retain ownership and exclusive control of the Facilities, including but not limited to real estate, technical equipment, furniture, displays, fixtures and similar property, including improvements made during the Term, at the Facility. Any data, equipment or materials furnished by Owner to Manager or acquired by Manager as an Operating Expense shall remain the property of Owner and shall be returned to Owner when no longer needed by Manager to perform under this Agreement. Notwithstanding the above, Owner shall not have the right to use any third-party software licensed by Manager for general use by Manager at the Facility and other facilities managed by Manager, the licensing fee for which is proportionately allocated and charged to the Facility as an Operating Expense; such software may be retained by Manager upon expiration or termination hereof. Furthermore, Owner recognizes that the Operations Manual to be developed and used by Manager hereunder is proprietary to Manager and shall belong to Manager at the end of the Term; Owner shall not use or maintain copies thereof upon the end of the Term. 5.2 Right of Use by Manager. The Owner hereby gives Manager the right to use and license (for events approved by Owner) the Facility for the Term, and Manager accepts such right of use, for the purpose of performing the services herein specified, including the operation and maintenance of all physical and mechanical facilities necessary for, and related to, the operation, maintenance and management of the Facility. The Owner shall provide Manager with a sufficient amount of suitable office space in the Facility (exact office space to be mutually agreed by the parties) and with such office equipment as is reasonably necessary to enable Manager to perform its obligations under this Agreement. Any space being utilized by Manager will not be subject to any lease and there will be no conveyance of property rights in the Facility. In addition, the Owner shall make available to Manager, at no cost, parking spaces adjacent to the Facility for all of Manager's full-time employees and for the Facility’s event staff. 5.3 Right of Use of Staff by Manager. Manager shall have the right to utilize its employees as needed to support Manager’s organization as a whole, including but not limited to travel for training and temporary staffing coverage. 5.4 Observance of Agreements. The Owner agrees to pay, keep, observe and perform all payments, terms, covenants, conditions and obligations under any leases, bonds, debentures, loans and other financing and security agreements to which the Owner is bound in connection with its ownership of the Facility. 10 ARTICLE 6 PERSONNEL 6.1 Generally. All Facility staff and other personnel shall be engaged or hired by Manager in its sole discretion, except that Owner shall preapprove the employment of Management-Level Employees, and shall be employees, agents or independent contractors of Manager, and not of the Owner. Manager shall select employees, subject to Owner's right to approve the Operating Budget. The Operating Budget shall define the number, function, qualifications, and compensation, including salary and benefits, of its employees and shall control the terms and conditions of employment (including without limitation termination thereof) relating to such employees. Manager agrees to use reasonable and prudent judgment in the selection and supervision of such personnel. Owner specifically agrees that Manager shall be entitled to pay its employees, as an Operating Expense, bonuses and benefits in accordance with Manager's then current employee manual, which is reviewed and approved by Owner as part of the Operating Budget. 6.2 General Manager and Management-Level Employees. Personnel engaged by Manager will include a full-time on-site General Manager and other Management-Level Employees. Hiring of the General Manager by Manager require the prior approval of the Owner, which approval shall not be unreasonably withheld or delayed; provided, however, in the event of a vacancy in the General Manager position, Manager may, upon notice to the Owner, temporarily fill such position with an interim General Manager for up to one hundred eighty (180) days without the necessity of obtaining the Owner's approval. The General Manager will have general supervisory responsibility for Manager and will be responsible for day-to-day operations of the Facility, supervision of employees, and management and coordination of all activities associated with events taking place at the Facility. 6.3 Work Environment. Employees will be required to work to the standards outlined in the most current version of Manager’s employee handbook, which may be reviewed by Owner upon request. Owner shall not require employees of Manager to vary from those employment standards either directly, or indirectly through impacting decisions, including but not limited to not funding the correct staffing level, not providing safe work tools and a safe work environment, or an environment inconsistent with Manager’s values. 6.4 Post-Termination Employment. In the event of termination, or in any case where Owner, and/or its affiliated agencies or entities, expresses an interest in hiring Manager’s employee(s) to work at the Facility, Manager shall reserve the right to agree or deny such a request. In the event that Manager elects to permit Owner to hire Manager's employee(s), Owner shall provide the Manager with a one-time fee (the "Recruitment Fee") equal to six (6) months' gross salary and benefits. In any of these events described, the Manager's employee would not retain the Manager's intellectual material in any future employment. Employees who were employed by Owner at the time of the execution of the Agreement will not be subject to a Recruitment Fee. 11 ARTICLE 7 PROCEDURE FOR HANDLING INCOME 7.1 Operating Account. Except as otherwise agreed to by the parties in writing all Revenue derived from the operation of the Facility shall be deposited by Manager into the Owner’s Operating Account as soon as practicable upon receipt (but not less often than once each business day). The specific procedures (and authorized individuals) for making deposits to and withdrawals from such account shall be set forth in the Operations Manual, but the parties specifically agree that Manager shall have authority to sign checks and make withdrawals from such account, subject to the limitation contained in this Agreement, without needing to obtain the co-signature of an Owner employee or representative. The Owner will have access, visibility and control of all accounts owned by the Facility. ARTICLE 8 FUNDING 8.1 Source of Funding. Manager shall pay all items of expense for the operation, maintenance, supervision and management of the Facility from the funds in the Operating Account, which Manager may access periodically solely for this purpose. The Operating Account shall be funded with amounts generated by operation of the Facility (as described in Article 7 above) or otherwise made available by the Owner. To ensure sufficient funds are available in the Operating Account, Owner will deposit in the Operating Account, on or before the Effective Date, the budgeted or otherwise approved expenses for the month beginning on the Effective Date. The Owner shall thereafter, on or before the first (1st) day of each succeeding month following the Effective Date, deposit (or allow to remain) in the Operating Account the budgeted or otherwise approved expenses for each such month. Manager shall have no liability to the Owner or any third party in the event Manager is unable to perform its obligations hereunder, or under any third-party contract entered into pursuant to the terms hereof, due to the fact that sufficient funds are not made available to Manager to pay such expenses in a timely manner. 8.2 Advancement of Funds. Under no circumstances shall Manager be required to pay for or advance any of its own funds to pay for any Operating Expenses. In the event that, notwithstanding the foregoing, Manager agrees to advance its own funds to pay Operating Expenses, Owner shall reimburse Manager for the full amount of such advanced funds within 30 days Owner will also fund an amount to be included in the budget, that will be accounted for as Owner’s asset, to be used as operating funds and working capital. The “working capital” will be the baseline account balance for the Operating Account and Owner will contribute funds as needed to maintain that minimum amount in the Operating Account. ARTICLE 9 FACILITY CONTRACTS; TRANSACTIONS WITH AFFILIATES 9.1 Existing Contracts. The Owner shall provide to Manager, on or before the Effective Date, full and complete copies of all Existing Contracts. Manager shall administer and use reasonable commercial efforts to assure compliance with such Existing Contracts to the extent provided to Manager. 9.2 Execution of Contracts. Manager shall have the right to enter into Service Contracts, Revenue Generating Contracts and other contracts related to the operation of the Facility, as agent on 12 behalf of the Owner. Any such material agreements shall contain standard indemnification and insurance obligations on the part of each vendor, licensee or service provider, as is customary for the type of services or obligations being provided or performed by such parties. 9.3 Transactions with Affiliates. In connection with its obligations hereunder relating to the purchase or procurement of services for the Facility (including without limitation food and beverage services, ticketing services and Commercial Rights sales), Manager may purchase or procure such services, or otherwise transact business with, an Affiliate of Manager, provided that the prices charged and services rendered by such Affiliate are competitive with those obtainable from any unrelated parties rendering comparable services. Manager shall, if requested by Owner, provide reasonable evidence establishing the competitive nature of such prices and services, including if appropriate, competitive bids from other persons seeking to render such services at the Facility. ARTICLE 10 AGREEMENT MONITORING AND GENERAL MANAGER 10.1 Contract Administrator. Each party shall appoint a contract administrator who shall monitor such party 's compliance with the terms of this Agreement. Manager's contract administrator shall be its General Manager at the Facility, unless Manager notifies Owner of a substitute contract administrator in writing. Owner shall notify Manager of the name of its contract administrator within thirty (30) days of execution hereof. Any and all references in this Agreement requiring Manager or Owner participation or approval shall mean the participation or approval of such party 's contract administrator. ARTICLE 11 INSURANCE 11.1 Types of Coverage; Certificates of Insurance. Manager and Owner agree to obtain insurance coverage in the following manner and amount. Owner and Manager shall within 30 days after the Effective Date furnish to the other party certificates of all of the insurance as well as certificates of renewal no later than ten (10) days prior to the expiration of each policy. Such insurance policies (as reflected by current certificates) held by Manager shall provide that the Additional Insureds are listed as additionally named insureds on the policies. Manager will provide reasonable notice to Owner upon receipt of any intention by Insurer to cancel, not renew or make any adverse change in coverage. All certificates, cancellation, nonrenewal or adverse change notices shall be mailed to the respective addresses listed in the definition of Additional Insured, or at such other address as an Additional Insured shall give Manager written notice. New Certificates of Insurance are to be provided to the Additional Insureds at least 15 days after coverage renewals. If requested by the Owner, Manager shall furnish complete copies of insurance policies, forms and endorsements. 11.2 Owner's Policies. Owner shall be responsible for obtaining and administering insurance in connection with the Facility as follows: (a) Property Insurance. Owner shall also procure and maintain fire and extended coverage casualty insurance, and (if appropriate) flood insurance, regarding the Facility in amounts and with companies acceptable to Owner in its sole discretion. 13 (b) Commercial General Liability. Owner shall procure and maintain, at the Owner’s sole expense, a Commercial General Liability policy with a combined single limit of $1,000,000 per occurrence and a general annual aggregate limit of $3,000,000. All such insurance shall be on an “occurrence” basis. 11.2 Manager's Policies. Manager shall be responsible for obtaining and administering insurance in connection with the Facility as follows: (a) General Liability. Manager shall procure and maintain as a Facility Operating Expense a general liability policy (including contractual liability insurance, including an umbrella policy, and including hired, non-owned auto coverage, and abuse and molestation coverage) which insures Manager and which includes Owner as an additional named insured, with a general liability policy (including contractual liability insurance) with a combined single limit of $1,000,000 per occurrence, a general annual aggregate limit of $5,000,000, and a $10,000,000 umbrella policy. All such insurance shall be on an occurrence basis. (b) Professional Liability. Manager shall procure and maintain, as a Facility Operating Expense, a professional liability policy, (c) Workers Compensation. Manager shall procure and maintain as a Facility Operating Expense worker’s compensation insurance required under applicable Ohio state law. ARTICLE 12 COVENANTS AND REPRESENTATIONS 12.1 Owner's Covenants and Representations. Owner makes the following covenants and representations to Manager, which covenants, and representations shall, unless otherwise stated herein, survive the execution and delivery of this Agreement: (a) Owner's Status. Owner is a municipality duly organized, validly existing, and in good standing under the laws of the State of Ohio with full power and authority to enter into this Agreement and execute all documents required hereunder. (b) Authorization. The making, execution, delivery, and performance of this Agreement by Owner has been duly authorized and approved by requisite action and this Agreement has been duly executed and delivered by Owner and constitutes a valid and binding obligation of Owner, enforceable in accordance with its terms and applicable laws. (c) Effect of Agreement. To Owner's best knowledge, without duty of inquiry, neither the execution and delivery of this Agreement by Owner nor Owner's performance of any obligation hereunder: (i) will constitute a violation of any law, ruling, regulation, or order to which Owner is subject; or (ii) shall constitute a default of any term or provision or shall cause an acceleration of the performance required under any other agreement or document (A) to which Owner is a party or is otherwise bound, or (B) to which the Facility or any part thereof is subject. 14 (d) Ownership Rights. Owner shall maintain the property interests in the Facility necessary to enable Manager to perform its duties pursuant to this Agreement peaceably and quietly. Owner represents and warrants that Manager's performance of the services required by this Agreement shall not violate the property rights or interests of any other Person. (e) Documentation. If necessary to carry out the intent of this Agreement, Owner agrees to execute and provide to Manager, on or after the Effective Date, any and all other instruments, documents, conveyances, assignments, and agreements which Manager may reasonably request in connection with the operation of the Facility. 12.2 Manager's Covenants and Representations. Manager makes the following covenants and representations to Owner, which covenants, and representations shall, unless otherwise stated herein, survive the execution and delivery of this Agreement: (a) Corporate Status. Manager is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida and authorized to transact business throughout the United States with full corporate power to enter into this Agreement and execute all documents required hereunder. (b) Authorization. The making, execution, delivery, and performance of this Agreement by Manager has been duly authorized and approved by all requisite action of the board of directors of Manager, and this Agreement has been duly executed and delivered by Manager and constitutes a valid and binding obligation of Manager, enforceable in accordance with its terms and applicable laws. (c) Effect of Agreement. To Manager's best knowledge, without duty of inquiry, neither the execution and delivery of this Agreement by Manager nor Manager's performance of any obligation hereunder (i) will constitute a violation of any law, ruling, regulation, or order to which Manager is subject; or (ii) shall constitute a default of any term or provision or shall cause an acceleration of the performance required under any other agreement or document to which Manager is a party or is otherwise bound. 12.3 Indemnification. (a) Indemnification by Manager. Manager agrees to defend, indemnify and hold harmless the Owner and its officials, directors, officers, employees, agents, successors and assigns against any claims, causes of action, costs, expenses (including reasonable attorneys' fees) liabilities, or damages (collectively, "Losses") suffered by those parties, arising out of or in connection with any (i) grossly negligent act or omission, or willful misconduct, on the part of Manager or any of its employees or agents in the performance of its obligations under this Agreement; or (ii) breach by Manager of any of its representations, covenants or agreements made herein. (b) Indemnification by Owner. To the extent allowed by Ohio law, Owner agrees to defend, indemnify and hold harmless the Manager and its managers, directors, officers, employees, agents, successors and assigns against any claims, causes of action, costs, expenses (including reasonable attorneys' fees) liabilities, or damages (collectively, "Losses") suffered by those parties, arising out of or in connection with any (i) grossly negligent act or omission, or willful misconduct, on the part of Owner or any of its 15 employees or agents in the performance of its obligations under this Agreement; or (ii) breach by Owner of any of its representations, covenants or agreements made herein. Owner has advised Manager that Ohio law currently does not permit Owner to indemnify. (c) Conditions to Indemnification. With respect to each separate matter brought by any third party against which a party hereto ("Indemnitee") is indemnified by the other party ("Indemnitor") under this Section, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending and/or otherwise attempting to resolve any proceeding, claim, or cause of action underlying such matter, except that (a) the Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) the Indemnitee may, at its option, assume control of such defense or resolution if the Indemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnitor shall continue to be obligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the other party 's prior written consent (which shall not be unreasonably withheld or delayed). In any event, Indemnitor and Indemnitee shall in good faith cooperate with each other and their respective counsel with respect to all such actions or proceedings, at the Indemnitor's sole expense. With respect to each and every matter with respect to which any indemnification may be sought hereunder, upon receiving notice pertaining to such matter, Indemnitee shall promptly (and in no event more than ten (10) days after any third-party litigation is commenced asserting such claim) give reasonably detailed written notice to the Indemnitor of the nature of such matter and the amount demanded or claimed in connection therewith. (d) Survival. The obligations of the parties contained in this Section shall survive the termination or expiration of this Agreement. ARTICLE 13 MISCELLANEOUS 13.1 Relationship. Manager and Owner shall not be construed as joint venturers or general partners of each other, and neither shall have the power to bind or obligate the other party except as set forth in this Agreement. Manager understands and agrees that the relationship to Owner is that of independent contractor, and that it will not represent to anyone that its relationship to Owner is other than that of independent contractor. Nothing herein shall deprive or otherwise affect the right of either party to own, invest in, manage or operate property, or to conduct business activities, which are competitive with the business of the Facility. Manager covenants and agrees that even though it may have a management responsibility for other similar properties, which from “time to time" may be competitive with the Facility, Manager shall always represent the Facility fairly and deal with Owner on an equitable basis. Manager has the right to display its brand and marks in the Facility and on the Facility’s marketing materials in a manner that complies with all existing local, state, and federal rules, laws, and regulations. Any signage must be reviewed and approved by the City of Dublin pursuant to its Codified Ordinances. Manager has the right to use and store the database and contact information of the customers of the Facility. 13.2 Representations. Owner represents and warrants: (i) that Owner has full power and authority to enter this Agreement; (ii) that to the best of Owner's knowledge, the property on which the Facility is located is zoned for the intended use; (iii) that all permits for the operation of the Facility 16 have or will be secured and are or will be current; (iv) that the Facility and its operation do not violate any applicable statues, laws, ordinances, rules, regulations, orders, or the like (including, but not limited to, those pertaining to hazardous or toxic substances); and (v) that no unsafe condition exists. 13.3 Assignment. This Agreement shall not be assigned by either party without the express written consent of the non-assigning party except that Owner may assign this Agreement to the Dublin Community Improvement Corporation (“CIC”), a corporation for non-profit and the economic development agency of the City of Dublin. Except for an assignment by Owner to the Dublin CIC, any such other assignment made without proper consent shall be deemed void. 13.4 Benefits and Obligations. The covenants and agreements herein contained shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors, and assigns. 13.5 Fees for Other Professional Services. Subject to the prior written approval of the Owner, which approval shall not be unreasonably withheld, Owner shall pay reasonable expenses incurred by Manager in obtaining financial advice, tax and audit advice, code compliance and engineering device, regarding compliance with any law affecting the Facility or any activities related to it. 13.6 Building Compliance. Manager does not assume and is given no responsibility for compliance of the Facility or any equipment therein with the requirements of any building codes or with any statute, ordinance, law, or regulation of any governmental body or of any public authority or official thereof having jurisdiction, except to notify Owner promptly, or forward to Owner promptly, any complaints, warnings, notices, or summonses received by Manager relating to such matters. Owner represents that to the best of Owner's knowledge, the Facility and all such equipment contained therein comply with all such requirements, and Owner authorized Manager to disclose the ownership of the Facility to any such officials and agrees to indemnify and hold Manager, its representatives, servants, and employees, harmless of and from all loss, cost, expense, and liability whatsoever which may be imposed by reason of any present or future violation or alleged violation of such laws, ordinances, statues, or regulations. 13.7 Notices. All notices provided for in this Agreement shall be in writing and served by registered or certified mail, return receipt requested, postage prepaid, at the following addresses until such time as written notice of a change of address is given to the other party: If to Owner: City of Dublin, Ohio c/o Megan O’Callaghan, City Manager 5555 Perimeter Drive Dublin, OH 43017 With a copy to: Frost Brown Todd LLP c/o Yazan S. Ashrawi 17 10 W Broad Street, Suite 2300 Columbus, OH 43215 If to Manager: Sports Facilities Management, LLC Attention: Jason Clement, Manager 600 Cleveland Street, Suite 910 Clearwater, FL 33755 Email: jclement@sportsfacilities.com with a copy to: Bruce Rector General Counsel Sports Facilities Management, LLC 600 Cleveland Street, Suite 910 Clearwater, FL 33755 Email: brector@sportsfacilities.com 13.8 Owner Responsible for Payments. Upon termination of or withdrawal from this Agreement, Owner shall assume the obligations of any contract or outstanding bill executed by Manager under this Agreement for and on behalf of Owner and responsibility for payment of all unpaid bills, provided that such obligation has been approved by Owner as set forth in Section 6.1. 13.9 Headlines. All headings and subheadings employed within this Agreement and in the accompanying schedules and exhibits are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. 13.10 Force Majeure. Any delays in the performance of any obligation of Manager under this Agreement shall be excused to the extent that such delays are caused by an Event of Force Majeure as defined herein. 13.11 Entire Agreement. This Agreement, including any specified attachments, constitutes the entire agreement between Owner and Manager with respect to the management and operation of the Facility and supersedes and replaces any and all previous management agreements entered into or/and negotiated between Owner and Manager relating to the Facility covered by this Agreement. No change to this Agreement shall be valid unless made by supplemental written agreement executed and approved by Owner and Manager. Except as otherwise provided herein, any and all amendments, additions, or deletions to this Agreement shall be null and void unless approved by Owner and Manager in writing. Each party to this Agreement hereby acknowledges and agrees that the other party has made no warranties, representations, covenants, or agreements, express or implied, to such party, other than those expressly set forth herein, and that each party, in entering into and executing this Agreement, has relied upon no warranties, representations, covenants, or agreements, express or implied, to such party, other than those expressly set forth herein. 18 13.12 Rights Cumulative; No Waiver. No right or remedy herein conferred upon or reserved to either of the parties to this Agreement is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given under this Agreement or now or hereafter legally existing upon the occurrence of an event of default under this Agreement. The failure of either party to this Agreement to insist at any time upon the strict observance or performance of any of the provisions of this Agreement, or to exercise any right or remedy or be construed as a waiver or relinquishment of such right or remedy with respect to subsequent defaults. Every right and remedy given by this Agreement to the parties may be exercised from "time to time" and as often as may be deemed expedient by those parties. 13.16 Applicable Law. The execution, interpretation, and performance of this Agreement shall in all respects be controlled and governed by the laws of the State of Ohio. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of record of the State of Ohio in Franklin County. or the United States District Court, Southern District of Ohio. Each party consents to the sole and proper jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. 13.17 Acknowledgement. The parties hereto acknowledge that they have been provided with a copy of this Agreement for review prior to signing it, that they have been given the opportunity to review it prior to signing it, that they have been given the opportunity to have this Agreement reviewed by their attorney prior to signing it, and that they understand the purposes and effect of this Agreement. 13.18 Severability. If any provision or provisions of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed and enforced as if such provision or provisions had not been included. 13.19 Intellectual Property. Owner acknowledges that Manager has certain intellectual property, trade secrets and proprietary business techniques ("Intellectual Property ") that it will on behalf of Owner to meet its obligations under this Agreement. Owner acknowledges that it obtains no ownership rights whatsoever in the Intellectual Property and, upon termination of this Agreement, Manager shall retain all rights to the Intellectual Property and remove such Intellectual Property from the Facility and its operations. For purposes of this Agreement, the term Intellectual Property shall include, without limitation, analytical tools and documented procedures for forecasting, performance tracking, operational and marketing systems that are unique to Manager's approach, staff training programs, program curriculum and agendas, rights to certain discounts or programs that Manager has negotiated for Manager-operated facilities, and other intellectual property which Manager has previously introduced to the Facility and of which Manager is an author. Manager acknowledges that Owner is subject to Ohio’s public records laws and must comply with the same. Should Owner receive any public records request for Intellectual Property, Owner shall notify Manager within 3 business days of receipt of the request. Manager shall be responsible for making any claims or defenses against the disclosure of any such records and shall indemnify and hold harmless Owner for disclosure of Intellectual Property in response to a legitimate public records request. [SIGNATURE PAGE TO FOLLOW] 19 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. Attest: Print Name: OWNER: BY: Megan D. O’Callaghan City Manager Approved as to Form: ____________________________________________ Assistant Law Director MANAGER: SPORTS FACILITIES MANAGEMENT, LLC, a Florida limited liability company ______________________________ BY: Print Name: Jason Clement Its Manager 20 Certificate of Availability of Funds I hereby certify that the funds required to meet the City’s obligation, payment, or expenditure under this agreement have been lawfully appropriated or authorized for such purpose and are free from any obligation now outstanding. ________________________ CFO/Director of Finance 23 EXHIBIT A 23 EXHIBIT B MANAGEMENT SERVICES During the Term, Manager will be responsible for all aspects of oversight of the staffing, marketing, maintenance, event management, sponsorship and advertising sales, and day-to-day operations of the Owner's Facility. 1. Staffing. Manager shall provide a full-time on-site General Manager and other employees as required to meet the operational needs of the Facility, within the budgeted percentage of labor. 2. Annual Business Plan. Manager will produce a draft Annual Business Plan and proposed Budget by July 1 prior to the beginning of any Operating Year in the Term, Manager shall update the Business Plan and proposed Budget and submit the revised and final Business Plan and Budget to Owner for its review and approval by September 1. Owner shall give its comments and/or approval of the updated Business Plan and proposed Budget within sixty (60) days after receiving the Business Plan from the Manager. In the event of disapproval of the Business Plan and/or proposed Budget, the Manager shall use commercially reasonable efforts to operate the Facility pursuant to the general terms of this Agreement and the prior Business Plan then in effect, until such time as the revisions to the Business Plan and the proposed Budget are agreed upon. In the event of disapproval of the Budget, the Manager shall continue operating the Facility pursuant to the Budgets then in effect, but only subject to appropriation of funds by Owner, and subject to increases in Operating Expenses required due to (i) increases in Gross Receipts; or (ii) other matters beyond the control of the Manager, until such time as Owner and the Manager agree upon the appropriate replacement Budgets. However, in the event Owner disapproves of a Business Plan, revised Business Plan/Budget hereunder, and Manager and Owner fail to reach an agreement on a new Business Plan, revised Business Plan or Budget within ninety (90) days of such disapproval, either party may terminate this agreement by providing the other party with written notice sixty (60) days prior to the date such party intends to terminate. Owner and the Manager agree to use good faith efforts to resolve any differences in opinion regarding the Business Plan and any portion thereof so that agreement on the Business Plan can be reached as soon as possible after the date Manager first submits the revised Business Plan for such year to the Owner. 3. Employment Matters. The Manager shall present the current staffing, the incentive bonus plan for employees, and all salaries and payments to employees through the Payroll Account in the Annual Operations Budget. It is understood by all parties that reductions and additions to various positions may be made at Manager's discretion throughout the year due to business tempo, trends, opportunities, and budget requirements. If a change is recommended that will require expense above the budgeted labor percentage, the change will be submitted for Owner 's review and approval by Owner via reforecast and revised business plan or budget. 4. Independent Accounting Firm. From time to time, as Owner requests, Manager may hire an independent certified public accounting firm to be paid for out of the Operating Budget of the Facility and to be selected by the Owner to audit the financial statements required under this Agreement. 5. Accounting Records and Reporting. During the Term, Manager shall maintain professional 23 accounting records. Manager shall provide the financial statements in a format reasonably specified by Owner. INTERNAL CONTROL. The Manager agrees to comply with Owner’s reasonably appropriate accounting, operating, and administrative controls governing the financial aspects of the Facility, such controls to be consistent with professionally accepted accounting practices BANK ACCOUNTS. The Manager shall establish, in the Facility’s name, at a banking institution or institutions subject to the approval of Owner, utilizing the federal tax identification number of Facility, an operating expense account (the "Operating Expense Account") and a payroll account in the Manager’s or its affiliates’ name, at a banking institution or institutions subject to the approval of Owner, utilizing the federal tax identification number of Manager or its affiliated entity (the "Payroll Account"). ACCOUNT FUNDING. Subject to the Manager's written notices to Owner as herein, Owner acknowledges that it is solely responsible for all Operating Expenses and capital expenditures required for or on behalf of the Facility provided that such Operating Expenses and capital improvements are made in accordance with the terms of this Agreement. 23 EXHIBIT C MANAGER COMPENSATION During the Term of this Agreement, Manager shall receive compensation from the Owner according to the following: 1. Base Management Fee; 2. Deferred Management Incentive Fee; 3. Sponsorship & Advertising Compensation 4. Employee Compensation; and 5. Reimbursed Expenses 1. Base Management Fee. On the Effective Date and thereafter on the first day of each successive month throughout the first three (3) full years of the Term, Owner shall pay to Manager a base services fee (the “Base Management Fee”) in equal monthly installments of Twenty Thousand Dollars ($20,000). On the third anniversary of the first January 1 after the Effective Date (“Base Management Fee Anniversary”), and on each such three-year anniversary after the Base Management Fee Anniversary, the Base Management Fee shall increase by five (5%) percent each year. Notwithstanding the foregoing, the final three (3) installments, totaling Sixty Thousand Dollars ($60,000) shall be due and payable upon the execution of this Agreement. 2. Food and Beverage Incentive. Manager will receive seven and one half percent (7.5%) of the gross revenue from food and beverage sales so long as the gross revenue from food and beverage sales exceeds One Hundred and Eighty Thousand Dollars ($180,000) annually. Should food and beverage sales not exceed $180,000, Manager will not receive any incentive bonus. If the food and beverage sales do exceed $180,000, the Food and Beverage Incentive shall be applied for the entire gross revenue. 3. Sponsorship and Advertising Compensation. Due to the role that Manager will play in organizing the programs, negotiating agreements and pricing, and providing confidence to sponsors and advertisers, Manager will receive a percentage of the Commercial Rights revenue derived from sponsorship and advertising activities, including Facility naming rights, for all sponsorship and advertising sold during Manager’s provision of Management Services hereunder as follows: a. Twenty percent (20%) of annual sponsorship and advertising revenues initiated by Manager. b. Fifteen percent (15%) of annual sponsorship and advertising revenues initiated by Owner Any sponsorship or advertising shall comply with agreed upon guidelines or first be approved in writing by Owner. Payments for Sponsorship and Advertising Compensation will be made to Manager within thirty (30) days of the time when a sponsor/advertiser makes payment. 4. Reimbursed Expenses. Manager shall be reimbursed for travel and other expenses directly related to the Management Services so long as Manager receives prior written approval from Owner for such expense. All travel reimbursement will be based on receipts to be furnished by Manager to the Owner. Travel 23 expenses may include but are not limited to airfare, rental cars, parking fees, lodging and meals. All fees and reimbursements shall be paid to Manager within thirty (30) calendar days of invoicing. Manager will make a good-faith effort to keep these travel expenses to a minimum. Exhibit D – Operations and Maintenance Minimum Standards Exhibit E – Exemplar Monthly Report Exhibit F – City of Dublin Internal Controls/Cash Handling 0127219.0620173 4922-1063-3027v12 Exhibit D Operations and Maintenance Minimum Standards I. Food and Beverage Operations. A. Food and Beverage Services. SFM shall provide Food and Beverage Services at the Facility to include (i) the operation of indoor fixed and mobile concession facilities during tournaments and special events; and (ii) catering and banquet services on an as- needed basis to support tournaments, special events, and private events. B. Management and Other Food Service Staff. SFM shall hire food service personnel in numbers sufficient to satisfy customer demands for food service. C. Health Certificates and Licenses. SFM shall obtain and maintain for the term of this Agreement any and all permits and licenses required by any federal, state or local governmental agency in connection with the Food and Beverage Services to be provided by SFM under this Agreement. D. Health and Safety Requirements. SFM shall comply with all applicable requirements of the Ohio Health and Safety Code and the City of Dublin Code of Ordinances for food service facilities. Required approvals and permits shall be obtained from the Franklin County Health Department. E. Quality of Service. SFM shall provide Food and Beverage Service in accordance with (i) all laws, statutes, ordinances, orders, rules, regulations, permits, licenses, authorizations, directives, and requirements of all governmental authorities, which now or hereafter may be applicable to the operation of the Facility, including, but not limited to, the Americans with Disabilities Act and implementing regulations as well as other federal, state, and local laws and regulations governing access and all federal, state, and local laws and regulations pertaining to the storage, use and disposal of "hazardous or toxic wastes, substances or materials" as defined by applicable law; (ii) all requirements of each insurance policy, and all orders, rules, regulations, and other insurance requirements applicable to the Facility; and (iii) all reputable business standards. F. Sufficient Inventory. SFM shall ensure that food and beverages are kept in stock sufficiently to meet customer demand. G. Price List. SFM shall at all times maintain a complete list or schedule of the prices charged for all food and beverage supplied to the public on or from the Facility. Such list or schedule of prices shall be provided to the City Manager with the Annual Plan. H. Sanitation, Maintenance and Repair. SFM will be responsible for maintaining the Food and Beverage Operations, including Alcoholic Beverage Operations as set forth in Article II, and all equipment and fixtures related thereto in good condition and repair. SFM will provide cleaning services as needed to support functions when necessary for the Food and Beverage Services to operate according to the highest sanitary standards and in compliance with all applicable health and sanitation laws and regulations. IL Alcoholic Beverage Operations. Alcoholic Beverage Sales. SFM will manage the sale of alcohol beverages at the Facility in accordance with Applicable Law and at the standard of service comparable to the prevailing standard of service provided at Comparable Facilities in Ohio. Such management services will include, without limitation, serving beverages, both alcoholic and non-alcoholic, to customers in accordance with the liquor license and local regulations; maintaining all records and financial information required by the Ohio Department of Commerce and the Ohio Division of Liquor Control (hereinafter called "Division"), and submitting same to the Division pursuant to its requests; negotiating and executing service contracts required in the ordinary course of business; advising and consulting with City personnel regarding operational matters; and generally providing day-to-day supervision and direction for the Alcoholic Beverage Operation (the "Operation"). Alcoholic beverages may be offered to the public only during hours in which food offerings also are available. CITY and SFM acknowledge that the sale of alcohol at the Facility shall be conducted by SFM pursuant to this Agreement. A. Personnel. SFM will designate a manager and such other employees necessary to perform alcoholic beverage services. All persons involved in the service, dispensing, or delivery of alcoholic beverages in the operation shall hold a currently-effective certificate issued by the Division evidencing his/her successful completion of a certified Seller Training Program in accordance with the provisions of Ohio’s liquor laws and the rules of the Division promulgated thereunder. SFM agrees that (a) any new employees who do not hold such a currently- effective certificate on the date of employment shall successfully complete a Division-certified Seller Training Program within thirty (30) days of such date, and (b) it will comply with all other applicable provisions of the liquor laws to insure that CITY, as the Ohio Licensed Permittee, is at all times in full compliance with the requirements of the liquor laws and the Division’s rules to obtain the benefits afforded under Ohio’s liquor laws as same may be amended from time to times. SFM and its employees shall not sell alcohol to minors or intoxicated persons. B. Sufficient Inventory, Procurement. SFM will maintain sufficient inventories of all alcoholic beverages, beverage mixers and supplies. Such items and services will be purchased from dependable suppliers at competitive prices, in accordance with City of Dublin procurement policies, and taking into account the quality and quantity required for the necessary and proper maintenance of the Operation. C. Maintenance of Inventories and Reports. SFM shall provide to City upon the Opening Date an opening inventory of alcoholic beverages. Costs of alcoholic beverages used on a monthly basis shall be determined by adding purchases made during each Accounting Period, as defined below, to the opening inventory for that Accounting Period and then subtracting the value of ending inventory for that Accounting Period. Inventory on hand upon termination of this Agreement shall be delivered to CITY as the liquor license holder ("Permittee"). SFM shall conduct a monthly, physical inventory and provide ending inventory balances to CITY within five (5) days of completion of the inventory. CITY will be given sufficient notice of each upcoming inventory and may have a city representative present at each inventory. Each monthly inventory shall fully report spills and/or breakage of alcoholic beverages, and sufficient documentation of the spills and/or breakage shall be appended to each monthly inventory. An inventory will be conducted by SFM at initial set up and at the end of each alcohol related event. An inventory report shall be submitted to CITY on a monthly basis. D. Cash Receipts. SFM will collect and be accountable for all cash receipts from the Food and Beverage Operations, separate and apart from other Food and Beverage Operations. SFM is responsible for any losses that occur between collection of the cash and deposit of the cash into the Operating Account. Any losses that occur between collection of the cash and deposit into Operating Account shall not be charged as an Operating Expense. Notwithstanding anything herein to the contrary, all cash and other receipts collected by SFM from Alcoholic Beverage Operations shall be delivered to CITY pursuant to the CITY’s direction.. Cash receipts shall be supported by sales reports from the point-of-sale system to include register tapes, which shall be date stamped and signed by SFM's staff. SFM shall tally the receipts for each Event, and SFM shall provide such detailed reporting in a monthly report to CITY. An inventory report of each bar will be conducted at initial set-up for an Event and at the conclusion of the Event. The report shall be submitted to CITY on a monthly basis. III. Building and Equipment Maintenance. A. SFM shall keep and maintain the Facility in good and safe condition throughout the term of this Agreement, providing for such repairs, replacements, rebuilding and restoration as may be necessary and appropriate to comply with the requirements of this Agreement, and in accordance with the standards for maintenance. SFM shall have preventative maintenance programs in place for all buildings and equipment, in which the CITY reserves the right to review and modify. B. SFM will be responsible for coordinating state boiler inspections and fire inspections. IV. Interior Building Maintenance. SFM shall be responsible for completing all interior building maintenance for the Facility, including but not limited to the following: I. Cleaning and replacing floors; 2. Cleaning and replacing carpets; 3. Replacing light bulbs; 4. Maintaining window treatments; 5. Appliance repair; 6. Cleaning exhaust hood; 7. Minor plumbing issues, such as stoppages, flush valves, and leaking faucets; 8. Fire extinguisher monthly inspection; 9. Electrical and mechanical issues; I0. HVAC maintenance and basic repair; II. Painting; 12. Removing dirt, debris, foreign materials, trash, graffiti, markings, and similar remnants of usage of the Facility, promptly after the Facility is used for an Event and periodically at other times; 13. Inspecting, testing, and determining the operating status of all equipment, systems, and components within the Facility, including but not limited to mechanical, electrical, plumbing, fire protection systems (such as sprinklers), and backflow prevention devices, but excluding structural components of the Facility; 14. Periodically replacing all fluids and parts of any system or component of a system within the Facility, which reasonably require replacement, with new fluids or parts; 15. Periodically repainting painted surfaces as needed to maintain an aesthetically attractive appearance; 16. Repairing damaged seats. V. Janitorial Services. SFM shall provide daily janitorial services for the Facility to include, but are not limited to the following: I. Vacuum carpets, sweep and mop floors every day and clean more frequently, as needed. 2. Empty trash receptacles and clean waste baskets daily. 3. Sweep all building entrances daily. 4. Dispose of all waste daily. 5. Sanitize all food preparation, storage and service areas, daily or more frequently as needed. 6. Dust all desks, counters, chairs, file cabinets, tables, and shelves as needed. 7. Clean baseboards as needed. 8. Clean window glass in the doors inside and out daily or more frequently as needed. VI. Outdoor Facilities. SFM shall establish and administer a maintenance program for all outdoor areas of the facility. These shall be maintained in good condition in conformance with the City’s minimum standards. DRIVING RANGE 1. Hitting surfaces are well maintained 2. Balls are clean and uncut 3. Lighting is functional, where applicable 4. Yardage signs are in place for 100, 150, 200, and 250 yards 5. Hitting area safety features are in place TURF OPERATIONS SFM shall establish and implement a grounds maintenance program, and agronomic and horticultural operations. SFM shall also establish and implement proper upkeep and maintenance of structures including but not limited to fences, buildings, garages, and storage spaces, and the maintenance of motorized fleet according to the City’s standards. July 2022 Report Exhibit E July 2022 Reporting Tel: (727) 474-3845 Fax: (727) 462-2800 Sports Facilities Management, LLC sportadvisory.com 600 Cleveland Street, Suite 910 Clearwater, FL 33755 LETTER OF INTRODUCTION August 24, 2022 Elizabethtown Tourism & Convention Bureau 1030 North Mulberry Street Elizabethtown, KY 42701 Reference: Elizabethtown Sports Park, LLC – Owner’s Report – July 2022 Dear Elizabethtown Tourism and Convention Bureau & Board Representatives: In accordance with our Management Agreement, please find the month of July 2022 Owner’s Report for the Elizabethtown Sports Park, LLC. This report is subject to the assumptions and limiting conditions of our contract and is intended for the use and benefit of the Elizabethtown Tourism & Convention Bureau. This report will serve as the basis for monitoring and modifying business plan objectives to improve facility and financial performance. Regards, Andrew Kurtz Andrew Kurtz General Manager Sports Facilities Management 1401 West Park Road, Elizabethtown, KY 42701 Akurtz@sportsfacilities.com | www.sportadvisory.com July 2022 Reporting Tel: (727) 474-3845 F ax: (727) 462-2800 Sports Facilities Management, LLC sportadvisory.com 600 Cleveland Street, Suite 910 C learwater, FL 33755 EXECUTIVE SUMMARY MONTHLY July 2022 revenues totaled $370,849.57, against a total budget of $378,500. Cost of Goods Sold came in under budget by $20,335.2 Expenses were budgeted at $154,876.26.00 for the month with an actual total of $159,969.48 resulting in a variance of ($5093.22). The P&L reflects net operating income over budget by $7,591.64 ‘Field Revenue’ exceeded budget by 33.21% as a direct result of more events showing interest in the facility. ‘Other Revenue’ missed budget by ($23,744), which is due to Norto sponsorship agreement not coming online, which also impacted ‘Other Costs of Goods Sold’. Kona Ic was budgeted in July but was recorded in June. ‘Cost of Labor Wages’ and ‘F&B COGS’ were a result of additional field hours that were rented as well as taking advantage of the in-kind sponsorships within Food & beverage sectors. It is expected that the % COGS will normalize back to the 45% - 55% range within the coming months. We did not anticipate having the "Pro-Shop" open for events in July - however staff were able to create "Pop-Up" merchandise areas during events- creating an increase over budget of $3,208.50 ‘General Administrative Expenses’ exceeded budget due to GM trip to Clearwater FL for onboarding. ‘Supplies and Services’ Expense was kept lower than budgeted due to more rental events vs. in-house events ‘Repairs and Maintenance’ controlled their expenses due to field rental vs event revenue - leading to less foot traffic and wear/tear in common areas Current YTD revenues totaled $370.849.7 vs PY of $239,251.75, a increase of $131,597.82 YTD Cost of Goods sold is $125,414 compared to PY of $105,549. YTD Expenses are $159,969.48, an increase of 27.8% over PY expenses of $1125,171. Expense control was a direct result of programming revenues being driven by field rental vs. self-operated events. Current YTD Net Income is $85,465.38 vs PY Net Income of $8,530.83 Actual Budget over Budget % of Budget - - 86,589.00 65,000.00 21,589.00 133.21% 191,087.57 200,000.00 (8,912.43) 95.54% 8,417.00 5,000.00 3,417.00 168.34% 84,756.00 108,500.00 (23,744.00) 78.12% 370,849.57 378,500.00 (7,650.43)97.98% 55,615.00 50,750.00 4,865.00 109.59% 20,665.00 20,665.00 38,408.21 74,000.00 (35,591.79) 51.90% 4,208.50 1,000.00 3,208.50 420.85% 6,518.00 20,000.00 (13,482.00) 32.59% 125,414.71 145,750.00 (20,335.29)86.05% 245,434.86 232,750.00 12,684.86 105.45% 2,291.17 2,500.00 (208.83) 91.65% (855.83) 1,500.00 (2,355.83) -57.06% -150.00 (150.00) 0.00% -100.00 (100.00) 0.00% 6,718.00 3,750.00 2,968.00 179.15% 1,315.08 1,250.00 65.08 105.21% 3,541.22 4,500.00 (958.78) 78.69% 5,433.60 6,000.00 (566.40) 90.56% 56,871.56 51,333.00 5,538.56 110.79% 13,196.51 11,293.26 1,903.25 116.85% 46,581.53 55,000.00 (8,418.47) 84.69% 24,876.64 17,500.00 7,376.64 142.15% 159,969.48 154,876.26 5,093.22 103.29% 85,465.38 77,873.74 7,591.64 109.75% Total Expenses Net Operating Income T e l : ( 7 2 7 ) 4 7 4 - 3 8 4 5 F a x : ( 7 2 7 ) 4 6 2 - 2 8 0 Sports Facilities Management, LLC s p o r t a d vi s o r y. c o m 66000 Other Payroll Expenses 67200 Repairs and Maintenance 68600 Utilities 63300 Insurance Expense 64000 Supplies and Services 65000 Salaries and Wages 61000 Legal & Professional Fees 62000 General & Administrative Expenses 62400 Depreciation Expense 60000 Advertising / Marketing 60400 Bank Service Charges & Other Fees 60500 Business Licenses and Permits Total Cost of Goods Sold Gross Profit Expenses 51500 Food & Beverage 51600 Pro Shop 51900 Other Cost of Goods Sold 50000 Cost of Labor Wages - SFM Labor Costs 51100 Facility Rental COGS 41900 Other Revenues Total Income Cost of Goods Sold 41100 Field Revenue 41500 Food and Beverage 41600 Pro/Merch Shop July 2022 Reporting APPENDIX I: MONTHLY FINANCIALS – BUDGET VS ACTUAL Income 40800 Recreational Programs - Youth & Adult Jul 2022 Jul 2021 (PY)Change % Change 86,589.00 65,000.00 8,589.00 133.21% 191,087.57 200,000.00 (68,912.43) 95.54% 8,417.00 5,000.00 (5,000.00) 168.34% 84,756.00 108,500.00 (78,910.73) 78.12% 370,849.57 378,500.00 (144,234.16)97.98% 55,615.00 50,750.00 (15,133.55) 109.59% 20,665.00 - 5,665.70 0.00% 38,408.21 74,000.00 (35,591.79) 51.90% 4,208.50 1,000.00 (1,000.00) 420.85% 6,518.00 20,000.00 (19,750.00) 32.59% 125,414.71 145,750.00 (65,809.64)86.05% 245,434.86 232,750.00 (78,424.52)105.45% 2,291.17 2,500.00 (208.83) 91.65% (855.83) 1,500.00 (2,355.83) -57.06% 6,718.00 3,750.00 2,968.00 179.15% 1,315.08 1,250.00 65.08 105.21% 3,541.22 4,500.00 (958.78) 78.69% 5,433.60 6,000.00 (566.40) 90.56% 56,871.56 51,333.00 5,538.56 110.79% 13,196.51 11,293.26 1,903.25 116.85% 46,581.53 55,000.00 (8,418.47) 84.69% 24,876.64 17,500.00 7,376.64 142.15% 159,969.48 154,876.26 5,093.22 103.29% 85,465.38 77,873.74 7,591.64 109.75% July 2022 Reporting APPENDIX II: PRIOR YR COMPARISON (MONTH) – PROFIT & LOSS Income 41100 Field Revenue 41500 Food and Beverage 41600 Pro/Merch Shop 41900 Other Revenues Total Income Cost of Goods Sold 50000 Cost of Labor Wages - SFM Labor 51100 Facility Rental COGS 51500 Food & Beverage 51600 Pro Shop 51900 Other Cost of Goods Sold Total Cost of Goods Sold Gross Profit Expenses 60000 Advertising / Marketing 60400 Bank Service Charges & Other Fees 62000 General & Administrative Expenses 62400 Depreciation Expense 63300 Insurance Expense 64000 Supplies and Services 65000 Salaries and Wages 66000 Other Payroll Expenses 67200 Repairs and Maintenance 68600 Utilities 600 Clev el an d S t reet , S ui t e 91 0 Clea rw at e r , FL 3 375 5 Total Expenses Net Operating Income T e l : ( 7 2 7 ) 4 7 4 - 3 8 4 5 F a x : ( 7 2 7 ) 4 6 2 - 2 8 0 Sports Facilities Management, LLC s p o r t a d vi s o r y. c o m Actual over Budget - - 86,589.00 21,589.00 191,087.57 (8,912.43) 8,417.00 3,417.00 84,756.00 (23,744.00) 370,849.57 (7,650.43) 55,615.00 4,865.00 20,665.00 20,665.00 38,408.21 (35,591.79) 4,208.50 3,208.50 6,518.00 (13,482.00) 125,414.71 (20,335.29) 245,434.86 12,684.86 2,291.17 (208.83) (855.83)(2,355.83) -(150.00) -(100.00) 6,718.00 2,968.00 1,315.08 65.08 3,541.22 (958.78) 5,433.60 (566.40) 56,871.56 5,538.56 13,196.51 1,903.25 46,581.53 (8,418.47) 24,876.64 7,376.64 159,969.48 5,093.22 85,465.38 7,591.64 July 2022 Reporting Income Budget % of Budget APPENDIX III: YTD FINANCIALS – BUDGET VS ACTUAL (JULY ‘22– JUNE ‘23) 40800 Recreational Programs - Youth & Adult - 41100 Field Revenue 65,000.00 133.21% 41500 Food and Beverage 200,000.00 95.54% 41600 Pro/Merch Shop 5,000.00 168.34% 41900 Other Revenues 108,500.00 78.12% Total Income $ 378,500.00 97.98% Cost of Goods Sold 50000 Cost of Labor Wages - SFM Labor 50,750.00 109.59% 51100 Facility Rental COGS 51500 Food & Beverage 74,000.00 51.90% 51600 Pro Shop 1,000.00 420.85% 51900 Other Cost of Goods Sold 20,000.00 32.59% Total Cost of Goods Sold $ 145,750.00 86.05% Gross Profit $ 232,750.00 105.45% Expenses 60000 Advertising / Marketing 2,500.00 91.65% 60400 Bank Service Charges & Other Fees 1,500.00 -57.06% 60500 Business Licenses and Permits 150.00 0.00% 61000 Legal & Professional Fees 100.00 0.00% 62000 General & Administrative Expenses 3,750.00 179.15% 62400 Depreciation Expense 1,250.00 105.21% 63300 Insurance Expense 4,500.00 78.69% 64000 Supplies and Services 6,000.00 90.56% 65000 Salaries and Wages 51,333.00 110.79% 66000 Other Payroll Expenses 11,293.26 116.85% 67200 Repairs and Maintenance 55,000.00 84.69% 68600 Utilities 17,500.00 142.15% T e l : ( 7 2 7 ) 4 7 4 - 3 8 4 5 F a x : ( 7 2 7 ) 4 6 2 - 2 8 Sports Facilities Management, LLC s p o r t a d vi s o r y. c o m 600 Clev el an d S t reet , S ui t e 91 0 Clea rw at e r , FL 3 375 5 Total Expenses 154,876.26 103.29% Net Operating Income 77,873.74 109.75% 2022 2021 (PY)Change % Change 86,589.00 59,363.61 27,225.39 45.86%45.86% 191,087.57 168,255.87 22,831.70 13.57% 8,417.00 7,837.95 579.05 7.39% 84,756.00 3,794.32 80,961.68 2133.76% 370,849.57 $ 239,251.75 131,597.82 55.00% 55,615.00 41,394.30 14,220.70 34.35% 20,665.00 4,042.83 16,622.17 411.15% 38,408.21 57,387.94 (18,979.73) -33.07% 4,208.50 1,399.65 2,808.85 200.68% 6,518.00 1,324.98 5,193.02 391.93% 125,414.71 $ 105,549.70 19,865.01 18.82% 245,434.86 $ 133,702.05 111,732.81 83.57% 2,291.17 1,456.41 834.76 57.32% (855.83) 2,254.89 (3,110.72) -137.95% 6,718.00 1,463.06 5,254.94 359.17% 1,315.08 1,139.04 176.04 15.46% 3,541.22 3,409.47 131.75 3.86% 5,433.60 1,963.21 3,470.39 176.77% 56,871.56 40,313.85 16,557.71 41.07% 13,196.51 7,270.17 5,926.34 81.52% 46,581.53 49,051.04 (2,469.51) -5.03% 24,876.64 16,850.08 8,026.56 47.64% 159,969.48 125,171.22 34,798.26 27.80% 85,465.38 8,530.83 76,934.55 901.84% July 2022 Reporting APPENDIX IV: PY COMPARISON (YTD) – PROFIT & LOSS (JULY ‘22– JUNE ‘23) Income 41100 Field Revenue 41500 Food and Beverage 41600 Pro/Merch Shop 41900 Other Revenues Total Income Cost of Goods Sold 50000 Cost of Labor Wages - SFM Labor Costs 51100 Facility Rental COGS 51500 Food & Beverage 51600 Pro Shop 51900 Other Cost of Goods Sold Total Cost of Goods Sold Gross Profit Expenses 60000 Advertising / Marketing 60400 Bank Service Charges & Other Fees 62000 General & Administrative Expenses 62400 Depreciation Expense 63300 Insurance Expense 64000 Supplies and Services 65000 Salaries and Wages 66000 Other Payroll Expenses 67200 Repairs and Maintenance 68600 Utilities Total Expenses Net Operating Income T e l : ( 7 2 7 ) 4 7 4 - 3 8 4 5 F a x : ( 7 2 7 ) 4 6 2 - 2 8 0 Sports Facilities Management, LLC s p o r t a d vi s o r y. c o m July 2022 Reporting Tel: (727) 474-3845 Fax: (727) 462-2800 Sports Facilities Management, LLC sportadvisory.com 600 Cleveland Street, Suite 910 Clearwater, FL 33755 APPENDIX VI: ASSET MANAGEMENT Maintenance & Physical Property – All equipment is operating and in fair condition. EQUIPMENT 3/4 Ton Pickup w/ Snowplow John Deere Gator Field 5 Reel Mowers John Deere CX Gator Field 5 Rotary Deck Mower John Deere Mid Duty Utility Vehicle Utility / Field 3 - Deck Rotary Mower John Deere Mid Duty Utility Vehicle 4Wd ZTR - General Grounds Mower Multi Terrain Track Loader General Grounds Mower New Holland Tractor HD Turf Utility Vehicles New Holland Infield Groomers Synthetic Turf Groomer Pull Behind Blower Synthetic Turf Sweeper W/Magnet Turf Sweeper Vacuum Top dresser Turf Chemical Tank Sprayer Pull Behind Aerator Deep Tine Aerator Pull Behind Roller Pull Behind Granular Spreader Verticutter Seeder Developing a long-term capital improvement strategy to ensure proper upkeep of our park. Evaluating all current equipment and developing long-term replacement strategies. Maintenance & Physical Property – All equipment is in fair shape. All equipment is currently up and running properly. In-depth inspection of all equipment and maintenance continues to take place monthly. Due to current market conditions we continue to stock up on normal wear and tear parts/tires. July 2022 Reporting Tel: (727) 474-3845 Fax: (727) 462-2800 Sports Facilities Management, LLC sportadvisory.com 600 Cleveland Street, Suite 910 Clearwater, FL 33755 APPENDIX VII: FORECAST TRACKING Local user group rentals are ramping up, bringing in additional revenue without much expense to host. Expect USSSA fall tournaments to be strong and bring between 50-80 teams each weekend. CONCLUSION Revenue was slightly behind pace as a direct result of expected sponsorships closings being pushed into August. These items are still on pace and we expect to make up the revenue in July. All other revenue has exceeded budget which is a good sign as we we have not yet launched internally operated programming which traditionally has a higher Gross Profit. Cost of Goods Sold was low with regards to % of revenue. This is due to the use of product provided as part of food and beverage sponsorship deals. We have currently sold approximately 73% of the product provided in these sponsorship deals. We expect food and beverage COGS to increase in August and normalize in September. Expense management is on pace and maintenance of facility assets continues to be a top priority for out team as we look to push out the capital improvement dates. Exhibit F Internal Controls/Cash Handling Policy 1. Purpose This policy establishes guidelines for the secure handling of cash receipts collected on behalf of the City of Dublin (the “City”) by the Sports Management Company. The goal is to ensure effective internal controls are in place to safeguard public funds, maintain the integrity of the public trust, and provide stewardship of all cash assets. Adhering to this policy will help prevent loss, theft, or mismanagement of cash and ensure all transactions are properly recorded and accounted for. 2. Scope This policy applies to all individuals and entities involved in collecting, handling, or managing cash on behalf of the City at the sports facilities. This includes employees of the Sports Management Company (SMC) operating the facility, City employees overseeing financial operations, and any subcontractors or volunteers who handle cash in the course of facility operations. All forms of “cash” are covered by this policy, including currency, coins, checks, money orders, credit/debit card payments, and any other negotiable instruments. The SMC shall ensure that its staff follow these procedures whenever they handle funds from facility operations on behalf of the City. The City’s Finance Department and authorized auditors may oversee and review compliance with this policy by all parties. 3. Internal Controls Strong internal controls are mandatory to protect cash assets and prevent errors or fraud. SMC must implement the following internal control measures in its daily operations: • Segregation of Duties: Responsibilities for cash handling must be divided among different people to the greatest extent possible. No single individual should control all aspects of a financial transaction. Management will regularly review staff assignments to ensure appropriate segregation and will promptly address any conflicts or exceptions in duties that are identified. • Authorization and Oversight: Only authorized personnel should handle cash or access cash storage. Management must approve and document who is authorized as a cashier or custodian of funds. Supervisors or City officials should provide oversight by reviewing cash handling records and performing periodic checks. • Training and Competency: All employees who handle cash must be trained in these cash handling procedures and the importance of internal controls. SMC should ensure staff are competent in using point-of-sale systems, completing deposit documentation, and following security protocols. • Record Keeping and Documentation: Every cash transaction must be properly documented. This includes the issuance of receipts or tickets for payments received, maintenance of daily cash logs, and preparation of deposit slips. Exhibit F • Physical Controls: Physical safeguarding measures are a core component of internal controls. Access to cash must be controlled, and cash must be stored securely. See number 6 for more information. 4. Cash Collection and Deposit Procedures All cash collection and deposit activities must follow standardized procedures to ensure timeliness, accuracy, and security of funds. The following steps outline the required cash handling process from collection to deposit: • Point of Collection: At the time of receiving payments, staff shall immediately record the transaction using the approved system and provide a receipt to the customer if applicable. • Cash Drawer Maintenance: Cash drawers or tills should be assigned to specific employees during a shift. Each drawer begins with a set starting cash balance, and this amount is verified at hand-off. • End-of-Day/End-of-Event Balancing: At the close of each business day, the on-site manager or designated staff shall count the physical cash and checks collected in the presence of a second person. The counted cash-on-hand is compared to the system report or manual log, which must be signed and dated by the manager or designated staff who counts the cash-on-hand and the observing staff. • Deposit Preparation: All funds are to be prepared for deposit at the end of the day. The verified cash and checks should be placed in a secure, tamper-evident deposit bag or envelope. • Timely Deposit: The SMC is required to deposit all funds received into the designated City operating account within one business day of collection. • Deposit Confirmation: The company shall maintain proof of each deposit. After depositing, attach the bank’s deposit receipt to the corresponding deposit slip and daily sales report. 5. Reconciliation and Reporting Regular reconciliation of cash receipts to records is critical for accuracy and must be performed daily and monthly, with timely reporting to the City. SMC shall implement the following reconciliation and reporting practices: • Daily Reconciliation: Each day’s receipts must be reconciled to the deposit and the sales records on the same day or by the next business day. • Monthly Reconciliation: At the end of each month, SMC will perform a comprehensive reconciliation of the month’s transactions. • Reporting to the City: SMC shall provide regular reports to the City summarizing cash handling activities. Exhibit F • Exception Reporting: If at any time a significant discrepancy, loss, or potential theft is discovered, SMC must notify the City immediately. 6. Physical Security All cash and cash equivalents must be physically secured at all times to protect against theft or unauthorized access. The SMC is responsible for implementing these physical security measures at the facility: • Secure Storage: A lockable safe must be used to store cash, checks, and other negotiable instruments when they are not in immediate use. • Access Control: Access to the safe and any room or cabinet where cash is stored will be restricted to authorized personnel only. • In-Transit Security: When transporting cash for deposit, employees should follow secure transport procedures. • On-Site Handling: During business hours, cash registers or point-of-sale terminals should be attended at all times or securely locked when unattended. • Surveillance and Deterrence: The facility should make use of any available security systems such as alarm systems, surveillance cameras, and adequate lighting. 7. Fraud Prevention and Reporting Preventing fraud and misappropriation of funds is a fundamental objective of this policy, and all personnel have a responsibility to act honestly and report any suspected fraud. The following guidelines address fraud prevention and the required reporting of irregularities: • Fraud Prevention Measures: Many of the internal controls outlined serve to prevent or quickly detect fraud. SMC should foster a culture of ethics and accountability. • Employee Responsibility: Every employee handling City cash has a duty to be vigilant and report any concerns. • Reporting Mechanisms: Suspected fraud, theft, or significant cash irregularities must be reported immediately. • Theft and Loss Reporting: In the event actual theft or loss of cash is discovered or suspected, the incident must be treated with urgency. • Protection for Whistleblowers: Any person who in good faith reports suspected fraud or financial misconduct shall be protected from retaliation. 8. Compliance and Review Exhibit F Compliance with this cash handling policy is required. The City and SMC will jointly ensure that these procedures are followed and will review the policy periodically for effectiveness and compliance with laws. • Policy Compliance: SMC agrees to adhere to all provisions of this policy as part of its agreement with the City. • Legal and Regulatory Adherence: This policy is designed to meet or exceed standard requirements for cash management. • Policy Review and Updates: The City will review this Cash Handling Policy at least annually, and whenever there is a significant change in operations or applicable regulations. • Record of Acknowledgment: All relevant employees of SMC should sign an acknowledgment that they have received, read, and understood this Cash Handling Policy. • Continuous Improvement: Cash handling processes may evolve with new technology or techniques. Conclusion By following this Cash Handling Policy, the City of Dublin and the Sports Management Company can ensure that all cash collected through the facility’s operations is properly safeguarded, recorded, and deposited. Adherence to these procedures protects the financial integrity of the facility’s operations and upholds public trust in the management of City funds. All personnel involved in cash handling should understand that these controls not only protect the City’s assets but also protect employees by clearly defining processes and accountability. The City and the Sports Management Company are committed to working together to maintain the highest standards of financial management, transparency, and internal control in all cash handling activities.