Loading...
2025-12RESOLUTION NO. 2025-12 A RESOLUTION OF THE VILLAGE COUNCIL OF MIAMI SHORES VILLAGE, FLORIDA; APPROVING THE FIRST AMENDMENT TO THE GOLF COURSE MANAGEMENT AGREEMENT WITH PROFESSIONAL COURSE MANAGEMENT II, LTD.; EXTENDING THE TERM OF THE AGREEMENT AND AMENDING CERTAIN TERMS; PROVIDING FOR IMPLEMENTATION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village is the owner of the real property and facilities thereon known as the Miami Shores County Club, including the golf clubhouse, golf course, driving range, other practice areas, pro shop, tennis courts and related facilities dining facilities, and all other existing amenities (collectively referred to as the "Golf Facilities"); and WHEREAS, the Village recognizes the importance, public purpose, and public benefits of providing recreational facilities such as the Golf Facilities to its residents and the general public and the furthering of the Village's municipal involvement; and WHEREAS, the management and operation of the Golf Facilities is a highly specialized activity requiring a qualified, experienced expert to provide such services on the Village's behalf for the benefit of Village residents and the public in general; and WHEREAS, therefore, the Village contracted with Professional Course Management 11, LTD. (the "Manager") to manage and operate the Golf Facilities, pursuant to the Management Agreement entered into on October 26, 2020 (the "Agreement"), which is set to expire on October 31, 2025; and WHEREAS, due to the anticipated commencement of the MSCC renovation project in the spring of 2026, the Village and Manager desire to extend the term of the Agreement for a limited period pending the start of construction; and WHEREAS, the Village and Manager have negotiated a First Amendment to the Agreement ("First Amendment"), (attached as Exhibit "A") to govern the management and operation of the Golf Facilities during the extension period from November 1, 2025, through the earlier of (i) April 30, 2026, or (ii) the commencement of construction of the Golf Facilities renovation project (the "Extension Period"); and WHEREAS, the Village Council finds that approval of the First Amendment is in the best interest of the Village and its residents. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF MIAMI SHORES VILLAGE, FLORIDA, AS FOLLOWS: Section 1. Recitals Adopted. That the above stated recitals are hereby adopted and confirmed. Section 2. Approval of First Amendment. The Village Council approves the First Amendment to the Golf Course Management Agreement between the Village -and Professional Course Management 11, LTD extending the term of the Agreement during the Extension Period, subject to the terms and conditions set forth in the First Amendment. Section 3. Authorization & Implementation. The Village Manager is authorized to execute the Agreement, in a form approved by the Village Attorney and take any action necessary to implement the purposes of this Resolution Section 5. Effective Date. That this Resolution shall take effect immediately upon the adoption hereof. V(Ilage Attorne Weiss Serota Helfman Cole & Bierman P.L. NIJaor Jerome Charles FINAL VOU S AT ADOPTION Council Member George Burch Yes Council Messer Patrick (I Yes Council MeinberJesseValinsky Yes Vice Mayor Iii Cantor Yes MayorJerorne Charles Yes FIRST AMENDMENT TO THE MANAGEMENT AGREEMENT BETWEEN MIAMI SHORES VILLAGE AND PROFESSIONAL COURSE MANAGEMENT 11, LTD. THIS FIRST AMENDMENT TO AGREEMENT, made and entered into the day 6 of May ) 2025, by and between Miami Shores Village, a municipal corporation of the State of Florida, hereinafter referred to as "VILLAGE" and Professional Course Management 11, LTD. a Florida limited partnership, with offices located at 10000 Biscayne Boulevard, Miami Shores, Florida 33138 (hereinafter referred to as the ("MANAGER"). WITNESSETH: WHEREAS, the Village is the owner of the real property and facilities thereon known as the Miami Shores County Club, including the golf clubhouse, golf course, driving range, other practice areas, pro shop, tennis courts and related facilities, dining facilities, and all other existing amenities (collectively referred to as the "Golf Facilities"); and WHEREAS, the Village recognizes the importance, public purpose, and public benefits of providing recreational facilities such as the Golf Facilities to its residents and the general public and the furthering of the Village's municipal involvement; and WHEREAS, the management and operation of the Golf Facilities is a highly specialized activity requiring a qualified, experienced expert to provide such services on the Village's behalf for the benefit of Village residents and the public in general; and WHEREAS, therefore, the Village contracted with the Manager to manage and operate the Golf Facilities, pursuant to the Management Agreement entered into on October 26, 2020 (the "Agreement"), (attached as "Attachment 1 ") which is set to expire on October 31,2025;and WHEREAS, due to the delayed start of the Golf Facilities renovation project and anticipated groundbreaking in Spring 2026, the parties desire to extend the term of the Agreement for a limited period and amend certain terms as set forth in this First Amendment to the Agreement, NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the Village and the Manager agree as follows: 1 . ' Recitals Incorporated. The above recitals are true and correct and incorporates ,herein 2. Contract Terms. The terms and conditions of the Agreement, attached hereto as Exhibit 'A" is incorporated as though fully set forth herein. Notwithstanding the foregoing, the provisions of this First Amendment shall supersede and replace any provisions of the Agreement that are inconsistent herewith, including, without limitation, provisions identified by strikethrough, and provisions revised to incorporate new language: Section 3 of the Agreement is hereby amended to read as follows: 3. Tenn: The term of the Agreement shall be extended from November 1, 2025, through the earlier of (i) April 30, 2026, or (ii) the commencement of construction of the Golf Facilities renovation project (the "Extension Period"). During the Extension Period, the Manager shall have the right to terminate the Agreement within ten (10) days notice to the Village in the event any of the following occur: A. All 18 holes of the golf course are not fully open and operational; B. Goff course operations are interfered with or golfers do not have full access to all holes in their current design and usability for more than three (3) consecutive days; or C. The Clubhouse is partially or fully--closed--for a period exceeding seven (7) consecutive days. Section 4 of the Agreement is hereby amended to read as follows: 4. Services of Manager: The Manager's capital and repair and maintenance expense obligations shall be pro -rated to $10,500 per month, not to exceed a total of $63,000 during the Extension Period. C. During the Extension Period, the Manager shall offer current members seasonal golf memberships for seven (7) months. In the event the golf course closes before April 30, 2026, PCM shall reimburse members 117 of the membership fee for each full 30-day period that the course is closed before such date. G. The Managers property insurance obligation shall be pro -rated at 1/12 of the annual premium multiplied by the number of months included in the Extension Period. 0 2 M11"Onmr.r. a=21MR72". M. B"'N MHIWMW i�! 5�OW, HEr.. 5 31 UUMES M. In addition to those leases outlined in the Agreement, the following leases shall be assumed by the Village (or any successor to Manager) after expiration of the Extension Period: List of Current Equipment Leases Miami Shores Country Club Existing Leases/Contracts as of April 2025 Lessor Name Account Description PNC 1161494-4 Golf Cart Fleet PNC 1161494-5 Golf Cart Fleet - GPS Refresher, Ball Picker and Utility PNC 1161494-6 Carts 020-0064714- Turf Mower and 2 Fairway Deer Credit Inc. 00 Mowers Turf Mower Gator, Sprayer, 020-064583- Sand Bunker/Field Rake and Deer Credit Inc. 000 Roller Navitas Credit Corp. 41307148-1 Telephone System Pitney Bowes 16039345 Postage Machine - Meter 7H00 Century Fire Protection AE16-0741 Fire Alam System Ultimate Water LLC 30579523601 Water Coolers 1000710979 and Ecolab 1000869866 Dishwasher CBS Electronics MSCC Burglar Alarm System Xerox Financial Services 4133499 Copier Section 5 of the Agreement is hereby amended as follows: (i) Solely during the Extension Period, the Manager shall provide the Village with five percent (5%) of all Golf Facilities Revenues in excess of $2,500,000, and ten percent (10%) of all gross revenue exceeding $3,500,000. There shall be no base revenue share for the extension period. Section 8 of the Agreement amended as follows: 8. FEC Expenses: Manager's FEC ROW rental payments incurred during the extension period shall be shared equally (50150) with the Village. The Village shall also be responsible for any amounts exceeding Manager's obligations under the Agreement, including property taxes. 3. Conflict: Amendment Prevails. In the event of any conflict or ambiguity between the terms and provisions of this First Amendment and the terms and provisions of the Agreement, the terms and provisions of the First Amendment shall control. 4. Agreement Ratified. Except as otherwise specifically set forth or modified herein, all terms in the Agreement are hereby ratified and affirmed and shall remain unmodified and in full force and effect in accordance with its terms. 5. Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. An executed facsimile or electronic copy of this First Amendment shall have the same force and effect as an original hereof. 6. Noncoercive Conduct Affidavit. Pursuant to Section 787.06, Florida Statutes, a nongovernmental entity executing, renewing, or extending a contract with a governmental entity is required to provide an affidavit, signed by an officer or a representative of the nongovernmental entity under penalty of perjury, attesting that the nongovernmental entity does not use coercion for labor or services as defined in Section 787.06(2)(a), Florida Statutes. By entering into this Agreement, the Manager acknowledges that it has read Section 787.06, Florida Statutes, and will comply with the requirements therein, and has executed the required affidavit attached hereto and incorporated herein. 7. Prohibition on Contractina With Entities of Foreian Countries of Concern. Pursuant to Section 287.138, Florida Statutes, a governmental entity may not accept a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which would grant the entity access to an individual's personal identifying information unless the entity provides the governmental entity with an affidavit signed by an officer or representative of the entity under penalty of perjury attesting that the entity does not meet any of the criteria of Section 287.1838, Florida Statutes. By entering into this Agreement, the Manager acknowledges that it has read Section 287.138, Florida Statutes, and will comply with the requirements therein, and has executed the required affidavit attached hereto and incorporated herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first stated above. PROFESSIONAL COURSE MANAGEMENT, 11, LTD. Title ZD2,5 Dat e VILLAGE OF MIAMI SHORES Esmond K. Sce �,i a e Manager Date:. Approved as to form and legal sufficiency: (Weiss Serota"Re—lfmn Cole + Bierman PL, Village Attorney Attest: Clerk (Village Sea]) Effective July 1, 2024, Section 787.06, Florida Statutes, a nongovernmental entity executing, renewing, or extending a contract with the Village is required to provide an affidavit, signed by an officer or a representative of the nongovernmental entity under penalty of perjury, attesting that the nongovernmental entity does not use coercion for labor or services as defined in Section 787.06(2)(a), Florida Statutes. By signing below, I hereby affirm under penalty of perjury that: I have read Section 787.06, Florida Statutes, and understand that this affidavit is provided in compliance with the requirement that, upon execution, renewal, or extension of a contract between a nongovernmental entity and the Village, the nongovernmental entity must attest to the absence of coercion in labor or services. 2. 1 am an officer or representative of TVAe55i`CV1O1 eOUM , a nongovernmental entity. WD�e56ivnat Couvse VnOLAaqemen%1-r U-0. 3. manqemen4 ZL44. does not use coercion for labor or services as defined in the relevant section of the law. State of Florida Countyof 'broWai(� Sworn to (or affirmed) and subscribed before me by means of Vphysical presence or 0 online notarization, this -1 day of 2025. by' �J-Dknpiw Wonzina (name of person) as -Fye,sI1.fn4-' (type' Of authority) for Tro�esqionqi CourSC (name of party on behalf of whom instrument is executed). Mcinwivier4Z Ud. a6m -, i1afig J, k 11-5a &Vleba- Notary Public (Print, Stamp, or Type as Commissioned) Personally known to me; or Produced identification (Type of Identification: Did take an oath; or Did not take an oath Notary Public State of Florida A Lisa C Buleha State My Commission HH 590617 alll= ' 0 a Expires 9/30�/2028 ISOMW=:.* 091-Ma =6451160011M LTAIRK9111010ir-st - 0 IrQV-4, =MIW "Irr, "er"411"17111 MOST" W"T "T'Iffle ? . FILFJ' of C.0 cern has a controlling interest in the entity; or (c) the entity is organized under the laws of or has its principal place of business in a foreign country of concern. This affidavit must be completed by an officer or representative of an entity submitting a bid, proposal, or reply to, or entering into, renewing, or extending, a contract with the Village which would grant the entity access to an individual's personal identifying information. _("Entity") does not meet any of the criteria in paragraphs (2)(a)-(c) of Section 287.138, F.S. OATH OR AFFIRMATION State of Florida County of ZVOWdrOf Sworn to (or affirmed) and subscribed before me by means of 2"physical presence or 0 online notarization, this -1 day of maq 2p_ L,5-, by -1-ohnriq UP,�,Qina (name of person) as -Fre5idc-�+ (type Of authority) for ?Y 55iona( Qpur5e (name of party on behalf of whom instrument is executed). Mandlemen4-irLM. Notary Public (Print, Stamp, or Type as Commissioned) Personally known to me; or Produced identification (Type of Identificatio Did take an oath; or Did not take an oath A Notary Public State of Florida Lies 0 Bulehe Main! My Commission HH 690617 Expires 0/30/2028 Entities of Foreign Countries of Concern Affidavit Attachment 1 Original Management Agreement Entities of Foreign Countries of Concern Affidavit C� This Management Agreement ("Agreement") is made this ZL► day of October, 2020 by and between MIAMI SHORES VILLAGE, a Florida municipal corporation with offices located at 10050 NE 2nd Avenue, Miami Shores, FL 33138 (hereinafter referred to as the "Villalle" ), and PROFESSIONAL COURSE MANAGEMENT II, LTD., a Florida limited partnership, with offices located at 10000 Biscayne Boulevard, Miami Shores, Florida 33138 (hereinafter referred to as the "Manager'). RECITALS: WHEREAS, the Village is the owner of the real property and facilities thereon known as the Miami Shores Country Club, including the golf clubhouse, golf course, driving range, other practice areas, pro shop, tennis courts and related facilities, dining facilities, and all other existing amenities (hereinafter collectively called the "Golf Facilities"); WHEREAS, the Village recognizes the importance, public purpose, and public benefits of providing recreational facilities such as the Golf Facilities to its residents and the general public and the furthering of the Village's municipal involvement; WHEREAS, the management and operation of the Golf Facilities is a highly specialized activity requiring a qualified, experienced expert to provide such services on the Village's behalf for the benefit of Village residents and the public in general; WHEREAS, the Village's prior experience in attempting to itself manage and administer the operations of the Golf Facilities proved entirely unsatisfactory particularly since such operations, to be successful, require intensive specialized knowledge and expertise beyond the capacity of a municipality of the size and resources of the Village; WHEREAS, in anticipation of the expiration of the Village's contract with the prior entity operating the Golf Facilities, the Village engaged in extensive industrywide research and outreach efforts to identify capable, qualified and interested potential operators, including the retention of an expert in the field, which efforts and expert advice confirmed that, particularly in light of the current Covid-19 pandemic and related operational, governmental, and economic uncertainties, the relatively short term management arrangement, reflected in this Agreement, was likely the best arrangement available to the Village, during these difficult times, to serve the public interests in maintaining, uninterrupted, high -quality operations of the Golf Facilities in the public interest of both Village residents and the general public; WHEREAS, as prior experience has shown, and the independent research and expert advice obtained by the Village has confirmed, the public interest is unlikely to be adequately served if the Village were to try to provide the required management services to operate and maintain this valuable public asset on its own; EXECUTION COPY 54341022.11 WHEREAS, the Village has carefully considered the alternatives for the operation and maintenance of the Golf Facilities generally, and also the specialized expertise required to maintain a golf course in a condition that best serves the residents of the Village, with concern as to the residents use of the Golf Facilities as well as the aesthetic benefits and the favorable impact property value of the Golf Facilities being operated within the property of the Village; WHEREAS, the Village has determined to designate a third party manager for the operation of the Golf Facilities that is experienced in the maintenance and operation of a golf course and the Golf Facilities; and WHEREAS, the Manager is willing to act as manager of the operation of the Golf Facilities upon the terms and conditions set forth hereinafter. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Management: The Village hereby grants the Manager and the Manager hereby accepts the exclusive right to manage the Golf Facilities for the benefit of the Village during the term hereof and upon the terms and conditions provided for in this Agreement. The Manager confirms that it accepts the Golf Facilities in their "AS IS" physical condition as of the date of execution of this Agreement and agrees to make no demand upon the Village for any improvements or alterations thereof except as may otherwise be required herein during the term of this Agreement from time to time. 2. Performance: The management provided for herein shall be exclusively performed by the Manager and its employees, subject to review, direction, control, and supervision of the Village pursuant to the terms and conditions set forth hereinafter. 3. Term: Unless sooner terminated or extended as provided herein, the term of this Agreement shall be one year commencing on November 1, 2020 and expiring on October 31, 2021. Thereafter, the term of the Agreement may be renewed by the Manager for up to four (4) consecutive terms of one (1) year per renewal. The Manager shall provide the Village with written notice of its intention to renew the term of this Agreement no less than one hundred twenty (120) days prior to the end of the then current term. Time is of the essence with respect to the deadlines set forth in this Section. 4. Services of Manager: The Manager shall conduct its operations in a first class, professional, courteous, and accommodating manner; treating all patrons and members with respect The Manager agrees to manage the operation of all of the Golf Facilities in a diligent manner and to enter into such contracts and agreements as the Manager may deem necessary in the performance of the following obligations and duties: EXECUTION COPY 54341022;11 A. Manner shall be responsible for payment of all expenses of operating and maintaining the Golf Facilities (collectively, "Operating Expenses") in accordance herewith out of the revenues generated by the Golf Facilities operations (collectively, "Golf Facilities Revenues"), including, without limitation, membership fees, golf course fees, driving range fees, and all revenue from the pro shop operation, tennis facilities revenues (subject to Section 4(N) hereof] meeting room rental, catering, the operation of the food and beverage operations at the Golf Facilities, as well as all other revenues generated from use ofthe Golf Facilities. The Village shall have no responsibility to pay out of its own revenue (as opposed to the Golf Facilities Revenues) for any (i) operating losses of the Manager or (ii) any Operating Expenses (except as specifically provided herein). B. To hire, supervise, pay and discharge all personnel necessary to properly administer the Golf Facilities as well as the operation and maintenance thereof. All such personnel shall be employees of the Manager, and all compensation for the services of such employees shall be paid by the Manager. C. To operate the Golf Facilities as a country club, with pro shop, driving range, practice putting area, locker rooms, tennis facilities (subject to Section ) hereof), meeting rooms, restaurant, bar and catering facilities as well as all other existing amenities. Manager will make available membership plans for the use of the Golf Facilities by "members" who are residents of the Village as well as for non-residents based on a fee schedule approved in advance by the Village. The Manager retains the right to reasonably change the fee schedule upon thirty (30) days' notice to and with the approval of the Village. The Manager shall have authority to make reasonable and temporary changes (i.e., changes that will not be implemented for longer than 30 days) to the fee schedule during slow periods and high profile events with the approval of the Village. The Manager agrees that residents of the Village will be provided a twenty percent (20%) discount on all membership plans offered to non-residents. Membership Plans shall not exceed one year. Manager's operation shall include on -site availability, storage, and maintenance of no less than seventy two (72) electric golf carts to be available for use of members and their guests as well as patrons paying on a per round basis. Golf carts shall be maintained in a neat and clean condition without damage (ordinary wear and tear and damage by casualty excepted) and shall be of a quality and design of like golf carts offered at similarly upscale South Florida country clubs generally. Manager shall employ, using Golf Facilities Revenues to cover such Operating Expenses, and supervise full time starters and reservation (tee times) staff as well as on -course marshals, and maintenance staff for grounds, buildings, and equipment. An on-line reservation system shall also be made available to all members and other patrons. The Managers design, implement, and operate a golf lesson program for adults and children. The Manager shall provide for the services of golf professional at the Golf Facilities which services shall include the operation of the pro shop, the sale and rental of golf equipment and apparel, golf instruction by Professional Golf Association instructors. Manager shall provide complimentary scorecards for the golf course bearing a design approved by the Village as well as golf scoring pencils for all golf patrons. The Manager shall operate and manage the Golf Facilities, including the club house and all food and beverage operations in accordance with the Maintenance Standard (as defined below). The Manager shall insure that the food and beverage operations are adequately stocked; menus shall be provided to the Village for approval prior to opening of the food and beverage operation. The Manager shall be solely responsible, using Golf - - I Facilities Revenues to cover such Operating Expenses, for the payment of all costs and expenses related to attaining and maintaining the necessary alcoholic beverage licenses required for operating the food and beverage operations of the Golf Facilities. For the avoidance of doubt, the Village hereby approves Manager's use of any fee schedule(s), score card design(s), or menu(s) for food and beverage operations if such schedule(s), score card design(s), or menu(s) are the same as or substantially similar to the existing schedule(s), score card design(s), or menu(s) in place as of the date of this Agreement. D. Maintain and repair the golf course and the balance of the Golf Facilities, using Golf Facilities Revenues to cover such Operating Expenses, in a condition consistent with similarly upscale South Florida country clubs generally (the "Maintenance Standard"), and shall perform maintenance, repair, and replacement of the Golf Facilities, including repairs and alterations to plumbing, electrical work, carpentry, painting, decorating, and all other incidental alterations or changes therein as may be proper and advisable; provided. however. that Manager shall only be obligated to apply up to but not more than One Hundred Thousand and No/100 Dollars ($ 100,000.00) per year of Golf Facilities Revenues (the "vital Expenditure Limit") to cover the cost of any capital expenditures or improvements made to the Golf Facilities (including, without limitation, capital repairs to or replacement of any personal property, fixtures or equipment used in connection with the Golf Facilities) in any year of the term of this Agreement. As used herein, a "capital expenditure" shall mean and refer to any expenditure of funds used to acquire, upgrade, or improve physical assets such as property, plants, buildings, technology, or equipment, and which may include certain capital repairs (i.e., repairs to any such property, plants, buildings, technology, or equipment used in connection with the Golf Facilities which can reasonably be expected to extend the useful life thereof). Manager agrees to advise the Village at such time during the term hereof that it believes it has met the Capital Expenditure Limit. Any capital expenditures which cost in excess of $ 1,000 and are incurred after Manager has met the Capital Expenditure Limit ("Excess Expenditures") shall require prior written approval by the Village. In the event that the Village fails to approve any bona fide Excess Expenditure(s) within thirty (30) days of written request by the Manager and the failure to approve such capital expenditure materially interferes with Manager's ability to continue operating the Golf Facilities, then Manager may elect to terminate this Agreement by sending sixty (60) days' prior written notice to the Village of such election. All references to "year" or "year of the term", as used in this Agreement (unless other specified), shall mean each 12 month period of the term of this Agreement and not each calendar year. Notwithstanding anything herein to the contrary, Manager shall be responsible for the first Twenty - Five Thousand and Noll 00 Dollars ($25,000.00) of non -capital repairs and maintenance in any year (i.e., 12 month period) of the term of this Agreement, and anything in excess of such limit shall be treated as capital expenditures hereunder and subject to the Capital Expenditure Limit. E. Insure that operation of the Golf Facilities is conducted during the term of this Agreement consistent with applicable law and regulations and cause all acts and things to be done in or about the Property as is necessary to comply with any and all orders or violations affecting the Golf Facilities; provided, however, that (i) the Village shall not impose any new rule, regulation or ordinance with respect to the operation and use of the Golf Facilities after the date hereof without the Manag&s input; and (ii) Manager shall not have any liability hereunder for any violations of EXECUTION COPY 54341022,11 applicable laws and regulations which occurred or first arose prior to the date of this Agreement unless and to the extent resulting from the gross negligence or willful misconduct of Manager. F. To periodically update the Village's Country Club Advisory Board, Village residents, and club members, as to the activities and operations at the Golf Facilities. G. To obtain and maintain, throughout the term of this Agreement, comprehensive liability insurance of not less than $ 1,000,000 per occurrence and $2,000,000, in the aggregate, on the Golf Facilities which shall also provide protection against any claims for personal injury, death, or property damage or loss for which either the Village or the Manager might be held liable as a result of Manager's obligations (the "Required Insurance"). (i) The Manager further agrees to provide the Village with a certificate of insurance evidencing the Required Insurance, which shall name the Village as an additional insured. Notices of Cancellation/Non-Renewal/Material Changes on any required insurance coverage must be sent directly to the Village by the Insurance Company. The Village only requires the same statutory notice that an insurance company must provide to the insured, however this Notice may not be less than 30 days, except a ten day Notice of Cancellation is acceptable for non-payment of premium. (ii) The Manager shall maintain the foregoing Required Insurance with an insurer reasonably approved by the Village with a rating of "A" "VI" or better according to the A.M. Best rating guide as a minimum standard. The insurer providing coverage must be approved by the State of Florida and.hold all of the required licenses in good standing to conduct business within the State of Florida. (iii) The Manager acknowledges that the Village shall maintain comprehensive liability insurance and property insurance (which shall cover the Golf Facilities and all personal property, equipment and fixtures therein or thereon which are owned by the Village) which it purchases through the League of Cities, and that the Village shall provide the Manager with an invoice indicating the portion of the premium for such insurance attributable to the Golf Facilities and reasonable supporting documentation as to how the Village calculated such attributable share (which shall be based on the insured value of the Golf Facilities and personal property, equipment and fixtures insured therein relative to the insured value of all other property insured under such policy by the Village). Manager shall reimburse the Village for the Golf Facilities share of such premium within 30 days of the receipt of the invoice from the Village. Such cost may be paid by the Manager from Golf Facilities Revenues. (iv) The Village acknowledges that the Manager's maximum responsibility for any insured claim (under the Village's insurance policy) shall be the paymentof deductible associated with the claim (in an amount not to exceed $500) and shall not exceed the limits of the insurance policy. Any amounts in excess of such deductible or insurance limits shall be the responsibility of the Village and shall not be included in Operating Expenses or otherwise paid out of Golf Facilities Revenues. Notwithstanding the foregoing, the Manager shall be solely responsible for all claims EXECUTION COPY 54341022; 11 related to the gross negligence or willful misconduct of the Manager and any limitations on Manager's responsibility contained herein shall not be applicable to such claims. H. To maintain, on behalf of the Village, all records of Golf Facilities Revenues and Operating Expenses with respect to the management of the Golf Facilities by the Manager during the term of this Agreement. 1. To arrange for, using Golf Facilities Revenues to cover such Operating Expenses, the supply of all necessary services to the Golf Facilities, including but not limited to, golf course greens keeping, weeding, replacement and renovation of sod, other landscape maintenance, utility services, ordinary repairs, disposal of waste, extermination service, and any supervision and maintenance necessary in connection with any services or facilities which are the obligation of the Manager hereunder. No principal, director, or officer of Manager shall have any interest in any contract involving the operations of the Golf Facilities, including any concession activities. The Manager shall perform its services under this Agreement in a manner so as to show no preference for other golf operations or facilities owned, operated, managed, or otherwise controlled by the Manager. J. The Manager shall insure that the Golf Facilities are operating every day including weekends and holidays subject to temporary closures for maintenance, repairs, casualties or events of force majeure (including, without, limitation, with respect to any government mandated closures on account of the ongoing COVID-19 pandemic). Subject to the foregoing, the Golf Facilities shall be open from approximately dawn to dusk. The Manager shall not utilize the golf course for a private event if the event will preclude the use of the golf course by the members for more than ten (10) hours in any day unless such event is approved by the Village, and provided further, that no such events shall be scheduled for weekends or holidays unless approved by the Village. Golf Facilities closure during such business hours due to inclement weather or weather warnings shall be as determined by the Manager, provided, that in the event of a circumstance that gives rise to a significant public health, safety or welfare concern that is not addressed by the Manager, the Village shall have the absolute right to close or cancel the re -opening of the Golf Facilities or any part thereof upon reasonable prior notice to the Manager, subject to subsection QQ below. (i) In the event of a hurricane or tropical storm, the Manager shall be responsible, using Golf Facilities Revenues to cover such Operating Expenses, for clearing the golf cart paths, tees, fairways, and greens in order to allow the golf course to reopen as soon as reasonably possible; and the Village shall be responsible for addressing any damaged trees and the removal of related debris including any downed trees and fallen tree branches (which costs shall not be included as Operating Expenses or paid out of Golf Facilities Revenues). Bothparties agree and acknowledge that in the event of a hurricane or tropical storm that impacts the Village, there will be other responsibilities of the Village that may delay its ability to remove debris from the Golf Facilities. EXECUTION COPY 54341022:11 (ii) Notwithstanding anything herein to the contrary, in the event of either (x) extended government required closure of the Golf Facilities due to public emergency or (y) governmental order or any closure of the Golf Facilities mandated by the Village (including, without limitation, in connection with this Section 40)), the Operating Expenses incurred during the first sixty (60) days of the period of closure shall be shared equally (i.e., split 50150) by Manager and the Village in accordance with a budget therefore specified by the Village. After such initial s' (60) day closure period, Manager shall have no further obligation to fund or pay for any such Operating Expenses until the Golf Facilities are re -opened and operating again, except to the extent that Manager generates any Golf Facilities Revenue during said closure period in which event such Golf Facilities Revenue generated during such closure period shall be applied to Operating Expenses incurred during said closure period. For the avoidance of doubt, amounts paid to or collected by Manager during any closure period for goods provided or services rendered prior to such closure period shall not be deemed Golf Facilities Revenue generated during said closure period but shall be applied to any unpaid Operating Expenses. K. All bookings of tournaments on the golf course and banquets or other social events at the Golf Facilities shall be (prior to final commitment by Manager) subject to the approval of the Village; provided, however, that bookings of tournaments on the golf course and/or banquets or other social events at the Golf Facilities shall be deemed pre -approved as long as they meet at least one of the following criteria: (i) Manager has collected a 10% deposit for such event; (ii) the Golf Facilities Revenue to be generated therefrom is less than $10,000; or (iii) such event will be hosted or sponsored by a person or company (as applicable) that has previously hosted or sponsored such an event at the Golf Facilities in the past. L. The Manager acknowledges that the title to the Golf Facilities rests exclusively with the Village and agrees to never contest or resist said title, nor to assert any property or other interest therein. Any improvements constructed by the Village or by the Manager during the term hereof and all alterations, additions, or betterments thereto, shall immediately vest and be vested in the Village at all times during and after the term hereof. The Village shall retain at all times the right to possession of the Golf Facilities and any such improvements; provided, however, that the Manager and its employees shall have a license to use the same throughout the term hereof Upon termination of this Agreement, the Manager shall surrender the Golf Facilities to the Village in reasonably good condition and functional repair (similar to the state of repair as of the date hereof), reasonable wear and tear and damage by casualty and condemnation excepted. In clarification ofthe foregoing, the Manager shall be responsible for repairing, at its own cost, any damage to the Golf Facilities caused by its gross negligence or willful misconduct, but shall, otherwise, have no liability to make any repairs or improvements at the end of the term of this Agreement in connection with surrendering the Golf Facilities to the Village other than any damage to the Golf Facilities caused by its gross negligence or willful misconduct. _ M. The Village, upon the expiration or earlier termination of the term of this Agreement, shall assume (or cause any successor to the Manager to assume) any and all operating leases with respect to the Golf Facilities, including, without limitation, any golf cart and equipment leases unless the Village, at such time, is no longer operating the Golf Facilities (which shall EXECUTION COPY 54341022; 11 exclude, for the avoidance of doubt, any temporary cessation of operations related to a public health matter such as COVID- 19). Assumption of any such leases shall be conditioned on the following: (i) if new leases entered into during the term hereof, having been approved by the Village prior to the origination thereof; (ii) as to any current leases, having been disclosed on Schedule 4M attached hereto; and (iii) all payments for such leases being current at the time of the expiration or earlier termination of the term of this Agreement. N. The Village hereby consents to the Manager's entry into (or continuat'on of, if applicable) a Concession Contractor Agreement with Professional Tennis Management LLC (the "Tennis Overat ")for the operation of tennis programs and the maintenance and repair of the tennis facilities upon the premises, under terms and conditions whereby: (i) The Tennis Operator is an Independent Contractor; (H) Only those amounts paid by the Tennis Operator to the Manager pursuant to such Concession Contractor Agreement shall be considered to be and treated as Golf Facilities Revenue hereunder; and (iii) The Concession Contractor Agreement results in no material additional expenses or new material obligations of the Village with respect to the operation of the tennis facilities (which, for the avoidance of doubt, shall not apply to those expenses or obligations that would have been incurred even if not for the existence of the Concession Contractor Agreement). 5. Compensation of Manager: The Manager shall be responsible for using good faith efforts to collect all Golf Facilities Revenues due and payable; provided, however, that the Manager shall not be liable for the failure of any member or patron to pay their dues or outstanding invoices unless such nonpayment is the fault of the Manager. The Manager shall first insure that all Operating Expenses associated with the operation of the Golf Facilities are paid as well as the Manager's obligation for capital expenditures up to the Capital Expenditure Limit as provided herein, and the balance of such Golf Facilities Revenues shall constitute the compensation of the Manager for its services hereunder. For the avoidance of doubt, when calculating Golf Facilities Revenues, Operating Expenses and/or Manager's compensation hereunder: (x) real property taxes with respect to the Golf Facilities, if any, shall be the sole responsibility of the Village; (y) any costs or expenses related to connecting the Golf Facilities to sewer utility systems shall be the sole responsibility of the Village; and (z) any and all other costs or expenses which are designated herein as costs and/or expenses of the Village or the sole responsibility of the Village shall not be deducted from the Golf Facilities Revenues or included in Operating Expenses when determining the Manager's compensation hereunder. (i) in the event the Manager elects to renew the term hereof for a third year (i.e. meaning the Manager elects to renew the term hereof for a 2" consecutive time) or a fourth EXECUTION COPY 54341022; 11 or fifth year, as applicable, the Village shall receive from Manager for each such year both (x) a share of the Golf Facilities Revenues equal to one percent (I %) of the Golf Facilities Revenues not to exceed $36,000 per year and (y) if applicable, a further share ofthe GoIfFacilities Revenues equal to five percent (5%) of that portion of Golf Facilities Revenues in excess Four Million and No/100 Dollars ($4,000,000.00) per year and ten percent (I O'D/o) ofthat portion ofGoIfFacilities Revenues in excess of Five Million and No/I 00 Dollars ($5,000,000.00) per year (the "Village Revenue Share-). (ii) In any year in which Manager has an obligation to pay the Village the Village Revenue Share, Manager shall commence making such monthly payments of the Village Revenue Share (as set forth above) immediately following the month in which the Golf Facilities Revenues for such year first exceed Four Million and No/100 Dollars ($4,000,000.00), and all such monthly payments shall be accompanied by reasonable documentation of the Golf Facilities Revenues generated as of the end of the preceding month, which documentation shall be sufficient to support the amount of the Village Revenue Share paid. Within ninety (90) days following the end of each applicable year of the term hereof (i.e., each 12 month period during the term hereof starting with the third year, if applicable), Manager shall provide an annual reconciliation statement with a final calculation of (x) all Golf Facilities Revenues for the applicable year of the term and (y) the correct amount of the Village Revenue Share to be paid to the Village. If the amounts previously paid to the Village are incorrect, then the parties agree to reconcile such under or overpayment within forty-five (45) days following delivery of such annual reconciliation statement and the foregoing obligation shall survive the expiration or earlier termination of this Agreement. By executing this Agreement, Johnny LaPonzina personally guarantees the Manager's payment of the full amount of any and all Village Revenue Share payments due under this Paragraph to the Village. (in) The Village, upon no less than twenty (20) days' prior written notice to Manager, shall have the express right each year during the term hereof to inspect Manager's records of Golf Facilities Revenues and Operating Expenses during normal business hours at the Golf Facilities. The cost of the Village's inspection of such records shall be home by the Village. Copies of any such records, if requested by the Village, shall be by a third party copy service at the expense of the Village- In no event shall the Village use a CPA or third party accounting firm hired on a contingency fee basis to inspect the Manager's books and records with respect to such Golf Facilities Revenues. 6. Termination for Default: Should the Manager fail, after fifteen (15) days' notice from the Village of the need thereof, to perform its obligations required hereunder, the Village may, but shall not be obligated to (in addition to all other available remedies), exercise its right to terminate the Agreement as provided hereinafter and enter upon the Golf Facilities and perform Manager's said failed obligations, using any equipment or materials located on the premises of the Golf Facilities suitable for such purposes; provided however, that in the event that any such failure is not reasonably susceptible to being cured within such fifteen (15) day period, Manager shall not be considered in default hereunder and this Agreement shall not be subject to termination by the Village if Manager shall, within such fifteen (15) day period, commence with due diligence and dispatch to cure, and thereafter complete with due diligence the curing of such failure no later than ninety (90) days from Manager's receipt of the initial written notice thereof. Notwithstanding anything herein to the EXECUTION COPY 54341022:11 contrary, if any default by Manager hereunder stems from Manager's failure to obtain the Village's consent as may be required herein (including, without limitation, with respect to Section �(K hereof), then Manager may ask for the Village's retroactive consent in order to cure such default, whereupon the Village shall not unreasonably withhold, condition or delay such consent. 7. Instructions to Manager: The parties acknowledge that the Manager is responsible to the Village in the performance of its duties hereunder. The parties further acknowledge that the Manager will more effectively be able to perform its duties as set forth herein and best serve the Village if representatives of the Village are appointed to act on behalf of the Village with Manager on any matter relating to management of the Golf Facilities. In this regard, it is agreed that in the absence of any other designation by the Village, the Manager may rely upon the written directions or instructions by the Village Manager on behalf of the Village without needing to obtain or request any further evidence or documentation of the Village's approval or direction. 8. FEC Ex uses: The Village agrees that theManager's responsibility for expenses related to the Managers current agreements with the Florida East Coast Railway as to the right of way on the golf course at the Golf Facilities shall not exceed $47,000 in the first year (i.e., 12 months) of the term hereof, but this cap on financial responsibility shall increase five percent (501D) per year (i.e., each successive 12 month period) in any renewal terms. Any costs and expenses above such cap shall not be Manager's responsibility and shall not be included in Operating Expenses when calculating the Manager's compensation hereunder. To the extent that any such agreement(s) with Florida East Coast Railway are currently in Manager's name and not the Village's name, the parties shall cooperate in good faith at the end of the term of this Agreement to either terminate such agreement(s) or cause them to be assigned to the Village. 9. Covid-19 Scheduling: Notwithstanding anything herein to the contrary, at such time as operations of the Golf Facilities remain restricted due to government ordered Covid-19 regulations impacting the Village and the operation of the food and beverage services of the Golf Facilities, Manager shall not be required to offer food and beverage services until such time as operations are allowed to resume under the such order. Upon resumption, Manager shall, within a reasonable period of time (not to exceed 90 days), reopen all food and beverage facilities for such daily hours of operation of the food and beverage facilities based on customer de 10. Manager to Exercise Independent Judgment: It is acknowledged that the Manager, in the course of exercising its duties pursuant to this Agreement, must use its good faith, independent judgment to manage and operate the Golf Facilities on behalf of the Village. Nonetheless, any improvements, additions, alterations or changes to the Golf Facilities may be subject to prior written approval by the Village and securing of applicable permits. 11. Financial Deporting: The Manager is required to provide the Village with quarterly financial reports or other comparable financial data, as may be requested by the Village, as well as annual comprehensive financial reports which will be complete, accurate, and fiffly reconciled. The Village, at its own expense, upon no less than twenty (20) days' notice to Manager shall have the express right to inspect all records and source documents of the Manager supporting such quarterly EXECUTION COPY 54341022,11 financial reports, and, in addition, the Village shall have the right to audit as provided in Section 5(iiij hereof. 12. Hold Harmless — Indemnification,• Release of Liability: (A) Manager shall indemnify, hold harmless and defend the `tillage, its officials, directors, members, employees, contractors, agents, and servants (collectively, "Village Parties") from and against any and all actions (whether at law or equity), claims, liabilities, losses, and expenses, including, but not limited to, attorney's fees and costs, for personal, or bodily injury, wrongful death, loss of or damage to property (collectively, "Losses"), which may arise or be alleged to have arisen (i) wholly or in part from the negligence or willful misconduct of Manager, its employees, agents or contractors (collectively, "Manager Parties") or (ii) Manager's material breach of the terms of this Agreement, except to the extent that any such Losses were caused wholly by the negligence or willful misconduct of any Village Parties. Manager shall pay all such Losses and shall pay for all such costs and judgments which may issue from any lawsuit arising from such Losses, and shall pay all costs and attorneys' fees (of counsel selected by the Village) in connection with providing a defense for the Village Parties of such Losses, including for appeals. This section shall survive the termination or expiration of this Agreement. (B) Village shall not be liable for, and is hereby released from, any and all liability to the Manager, or to any person claiming under or through the Manager for any Losses whatsoever to the property or effects of the Manager resulting from the discharge of water, or other substance, from pipes, sprinklers, conduits, containers, appurtenances thereof or fixtures thereto, or from any damage resulting from the discharge or failure of electric current, regardless of cause or origin, except for any Losses caused by the gross negligence or willful misconduct of the Village or any Village Parties. (C) Manager shall take good faith, commercially reasonable measures to provide for the security of all inventory, supplies, and merchandise offered for sale by Manager at the Golf Facilities (such as, for example, in the pro shop or the bar and restaurant therein). The Village shall have no liability or responsibility whatsoever for any loss or theft of the same, and Manager shall make no claim against the Village with respect to such matters. For the avoidance of doubt, neither the Manager nor the Village shall be responsible for insuring such items against any losses or damage due to theft or vandalism and any such losses or damage due to theft or vandalism (and not caused by the gross negligence or willful misconduct of Manager) shall be repaired or replaced out of Golf Facilities Revenues. 13. Equal Opportunity. Manager shall not discriminate against any employee in the performance of the contract with respect to hire, tenure, terms, conditions or privileges of employment, or any other matter directly or indirectly related to employment because of race, creed, color, national origin, age, disability, sex, gender identity, sexual orientation, or any other legally protected class. 14. ComRliance with Applicable Law. In performance of the services, the Manager will EXECUTION COPY 54341022,11 comply with applicable regulatory requirements, including federal, state, special district, and local laws, rules, regulations, orders, codes, criteria, and standards, including but not limited to, compliance with all local, state and federal Equal Employment Opportunity and American Disabilities Act requirements. It shall be the responsibility of the Manager to obtain and maintain, at no cost to the Village, any and all licenses and permits required to complete the services provided pursuant to this Agreement (which licenses or permits shall be paid from Golf Facilities Revenues). Manager warrants that it fully complies with all Federal statutes and regulations regarding the employment of aliens and others that all employees performing work under this Agreement and ensure that they meet the citizenship or alien status requirements set forth in Federal statutes and regulations. Manager shall indemnify, defend, and hold harmless Village, its officers and employees from and against any sanctions and any other liability which may be assessed against Manager or Village in connection with any alleged violation of any Federal Statutes or regulations pertaining to the eligibility for employment of any persons performing work hereunder. 15. Independent Contractor. The Manager acknowledges entering into this Agreement as an independent contractor, and the Manager shall therefore be responsible for the deposit and payment of any Federal Income Taxes, FICA, Unemployment Taxes or any similar fees or taxes that become due, and shall be responsible for the collection and payment of all withholdings, contributions and payroll taxes relating to Manager's services, or those of employees of the Manager. The Village shall not withhold from sums payable to the Manager, any amount whatsoever for Federal Income Taxes, FICA, Unemployment Insurance Taxes or any similar fees or taxes. The Manager, its employees or agents, will not be considered as employees of the Village or entitled to participate in plans, distributions, arrangement or other benefits extended to the Village employees. The Manager is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties. Nothing herein shall imply or shall be deemed to imply an agency relationship between the Village and the Manager. The Manager has no authority to bind the Village to any promise, debt, default, or undertaking. The Manager and the Village agree that it is not intended that any provision of the Agreement establish a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 16. Notices: Any notice required or permitted to be served hereunder must be in writing and may be served only by overnight carrier or in person or by email as follows: A. If to the Manager: Attn: Alberto Pozzi, 10000 Biscayne .Blvd., Miami Shores, Florida 33138, Email: apozzi(it�mialiiishoresgolf.coln B. If to the Village: Miami Shores Village, Attn: Village Manager,10050 NE 2' d Ave; Miami Shores FL 33138 Email BentonT ccimsvfl:gov. - : .t•- . .tt • t t - r tt' - :t - t s. t - `t EXECUTION COPY 54341022:11 17. Severabilily: If any section, sub -section, sentence, clause, phrase or word of this Agreement shall be and is, for any reason, held or declared to be inoperative or void, such holding will not affect the remaining portions of this Agreement, and it shall be construed to have been the intent of the parties hereto to have agreed without such inoperative or invalid part therein and the remainder of this Agreement, after the exclusion of such parts, shall be deemed and held to be as valid as if such excluded parts had never been included therein. 18. Benefit: This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Manager and the successors and assigns of the Village. Notwithstanding the preceding sentence, the Manager shall not assign its interest under this Agreement without the Village's prior written consent, which consent shall be granted or withheld by the Village in its sole discretion. 19. 'Waiver of Certain Damages. Each party waives the right to pursue the other party for consequential, special or punitive damages arising out of or related to this Agreement or such parties performance (or lack thereof) hereunder, including, but not limited to, damages for lost income, profit, financing, business and reputation, or for loss of management or labor productivity, damages incurred for principal office expenses, including the compensation of personnel stationed there, and for anticipated profit on any work not performed by such party. 20. Choice of Law and Construction. This Agreement shall be governed and construed in accordance with the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held only in Miami -Dade County, and the Agreement will be interpreted according to the laws of Florida. Preparation ofthis Agreement has been ajoint effort of Village and the Manager and the resulting document shall not, solely as a matter ofludicial construction, be construed more severely against one of the parties than any other. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of the Agreement. 21. Background Check/Drug and Alcohol Policy. Manager agrees that all of its employees performing work on the Village property may be subject, at the Village's discretion, to a pre -employment background investigation (which expense may be paid out of Golf Facilities Revenues). Additionally, if the Village has reasonable suspicion that any employee at the Golf Facilities is engaging in drug or alcohol abuse, then the Village, at its discretion, may require such employee (following notice to Manager) to be subject to additional testing (which expense may be paid out of Golf Facilities Revenues). If the Village in its reasonable discretion determines that a specific employee of the Manager should not perform work on the Village property based on such background investigations or subsequent drug/alcohol tests, then Manager will ensure that such employee does not perform work (or ceases any ongoing work) at the Golf Facilities on the Village property. The Village may waive all or part of this Section, in its discretion. 22. Public Records Law. Florida Statutes Chaoter 119. Records subject to the provisions EXECUTION COPY 54341022,11 119, may be disclosed and/or produced to third parties by the Village in accordance with requests submitted under Chapter 119 or court orders without penalty or reprisal to the Village for such disclosure and/or production. Manager also agrees to assert, in good faith, any relevant exemptions provided for Under Chapter 119 for records in its possession on behalf of the Village. Furthermore, Manager agrees to comply with the provisions outlines in Section 119-0701 of the Florida Statutes, the requirements of which are incorporated by reference herein. IF THE MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE MANAGER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-7624870, rodfig uczy-ii,)jnsvj1.,-wv, 10050 NE 2 Avenue, Miami Shores, FL 33138. [The balance of this page has been left blank — the signature page follows.] EXECUTION COPY 54341022.11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. VILLAGE: MIAMI SHORES VILLAGE By: Name: -rops &wvw-o Title: ettpl*s"pe4- MANAGER: PROFESSIONAL COURSE MANAGEMENT 11, LTD., a Florida limited partnership By: Professional Course Management 11, Inc., its general partner Lln EXECUTION COPY 54341022:11 : - 7-'� /if-/ 11'j161-ez11V" a -r- 4TOR: (Solely as to § 5(ii)) ONZINX. individually SCHEDULE 4M Miami Shores Country Club Existing Leases/Contracts as of Sept. 2020 Lessor Name Account Description PNC 1161494-1 Reel Master Slope Mower PNC 1161494-2 Golf Cart Fleet PNC 1161494-3 Refresher and Utility Carts PNC 18202000 TXT-PPS Deere Credit Inc. 020-0061170-00 Golf Course Equipment Package TIAA Commercial Financial Inc. 41361930 Copier Navitas Credit Corp. 40422843-1 Telephone Pitney Bowes 16039345 Postage Machine Ecolab 1000710979 Dishwasher CBS Electronics Burglar Alarm System Advance Fire Burglar and Fire Alarm Systems EXECUTION COPY 54341022,11