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HomeMy WebLinkAboutBack-Up Document SubstitutionRequest f Re: Melreese Country Club for the Development and Construction of a Soccer - Tif of. cffitamt Vi�trarl�t AlknrtKle� � '�City Attormiy 0. Mr lUff Tel't%phtane(3105)416.4 0O F-MAILl 1.mV i'Tn1.fi11IgoU,Y;:om REQUEST FOR LETTERS OF INTEREST FOR OUTSIDE COUNSEL TO ASSIST THE CITY OF MIAMI OFFICE OF THE CITY ATTORNEY IN THE NEGOTIATION AND LEGAL REVIEW OF CONTRACT DOCUMENTS FOR THE LEASE OF THE CITY OWNED PROPERTY KNOWN AS MELREESE COUNTRY CLUB, FOR TWE DEVELOPMENT AND CONSTRUCTION OF A SOCCER STADIUM, COMMERCIAL FACILITIES, AND RETAIL COMPLEX The City of Miami ("City") Office of City Attorney ("City Attorney") is seeking responses to this Request for Letters of Interest to be received on or before April 13, 2019. Such responses are in relation to the City Attorney for the City of Miami seeking the assistance of specialized real estate outside counsel in negotiating certain real estate terms and conducting the legal review of contract documents regarding the development, construction, and long-term leasing of certain City -owned property known as Melreese Country Club, The City invites comprehensive proposals from qualified firms who are interested in negotiating the development of this project and associated transactions with Miami Freedom Park LLC and related Major League Soccer franchise. Proposals should include any and all relevant information related to the proposer's previous experience and expertise in transactions of this nature. Proposers should be well experienced in both complex commercial real estate transactions as well as have experience in transactions involving the development, construction, financing, and leasing/sale of large-scale stadiums and/or arenas. The proposer must not be engaged in or conduct any business with or within Cuba, in contravention to any state or federal law(s), and must disclose all such commercial dealings in its response to this request. The hourly rate will be negotiable depending on the hours involved, experience, availability, and accessibility of any specialized real estate counsel selected. Hourly fees with a fee cap will be required. A form engagement letter furnished by the City Attorney must be signed by any selected specialized real estate counsel. Adequate conflict searches shall be completed, and no waiver of conflicts of interests will be considered by the City Attorney nor the City Commission. The real estate counsel shall not violate the Charter or Code of the City of Miami, as amended, or any other state, federal, or local laws. The City Attorney and City Commission may give preference to firms with an office and legal practice within the City limits. OFFICE. OF THE CITY ATTORNEY/ 444 S.W. 2nd Avenue, Suite 945 / Miami, Florlda 33130.1910 All responses to this letter must be received by the City Attorney oft he City of Miami c/o Barn aby L. Min, 444 SW 2nd Ave., Suite 945, Miami, Florida 33130 or via electronic mail at bmin@miamigov.com by 5:00 PM on or April 13, 2019. LATE RESPONSES OR RESPONSES SUBMITTED AT ANY OTHER LOCATION OR TO ANY OTHER PERSON SHALL NOT BE ACCEPTED OR CONSIDERED. This is not a Request for Proposal (RFP) and specifically exempted from any specific requirements of the Procurement Code of the City of Miami. The City's decision regarding the selection of outside counsel will be at the City's sole and absolute discretion. Respondents are hereby notified that all information submitted as part of, or in support of, this request will be available. for public inspection in compliance with Chapter 119, Florida Statutes. Re: Melreese Country Club for the Development and Construction of a Soccer Stadium, Commercial Facilities and Retail Complex Becker & Poliakoff, P.A.........................................................................................1 Bryan Cave Leighton Paisner, LLP...............................................................................2 BryantMiller Olive, P.A..........................................................................................3 Cole, Scott & Kissane, P.A........................................................................................4 DickinsonWright, PLLC.........................................................................................5 Faegre Baker Daniels, LLP......................................................................................6 Fowler, White & Burnett, P.A..................................................................................7 FoxRothschild, LLP.............................................................................................8 Genovese, Joblove & Battista, P.A.............................................................................9 GrayRobinson, P.A.............................................................................................10 Hunton Andrews Kurth, LLP...................................................................................11 Kiln Vaughan Lerner, LLP......................................................................................12 MeryLopez, P.A.................................................................................................13 AnaMaria Pando, P.A...........................................................................................14 Shutts& Bowen, LLP.............................................................................................15 Weiss, Serota, Helfman, Cole & Bierman, P.L...............................................................16 Hugo V. Alvarez, Esq. Shareholder Phone: (305) 262-4433 Fax: ('305) 442-2232 hativaarezCa�.beekerrlawyers.eorn Becker & Pollaakoff 1.21 Alhambra Plaza 1.0th Floor Coral Gables, Florida 33134 April 12, 2019 Via E -Mail and hand Delivery Office of the City Attorney Victoria Mendez, Esq.. c/o Barnaby L. Min 444 SW 2na Ave., Suite 945 Miami, FL 33130 1lIn1IR 6C,mlamigOV,Com RE: Response to Request for Letters of Interest for Outside Counsel to Assist the City of Miami Office of the City Attorney in the Negotiation and Legal Review of Contract Documents for the Lease of City Owned Property known as Melreese Country Club Dear Ms, Mendez: It is with great pleasure that we submit our letter of interest for outside counsel to assist the City of Miami Office of the City Attorney. From the moment we opened our doors, back in 1973 in Miami Beach, Florida, Becker & Polialcoff ("Becher") has been fearlessly pushing the edge of what's possible for our clients. We've carefully cultivated our practice and our people to give you the very best: our formidable expertise, our strategically creative thinking, and our undivided attention. We are your champion, keenly focused on understanding your situation, solving your challenges and achieving your goals. We are therefore uniquely positioned to assist the City of Miami Office of the City Attorney in its ongoing negotiations regarding the Melreese Country Club. The Becker team will bring a highly -organized, wide-ranging, creative approach to the City of Miami with our local team of attorneys, which includes: Extensive experience handling prominent South Florida commercial real estate transactions involving convention halls, hotels, conunercial space, and stadium related deals as well as a leading law firm in the P3 space; • Sustained distinction for our team as top attorneys in their field recognized in "Best Lawyers in America," "Super Lawyers," "Florida's Legal Elite," Martindale Hubble, South Florida Business Journal, and other leading publications; and • Our team is connnitted to the local South Florida community where we are proud to live, work and serve in various civic and volunteer capacities such as youth sports coaches in Miami and a host of other activities. www.heckerlaawyers,00m Florida I New Jersey I New York I Wasliington, D.C. City of Miami Office of the City Attorney April 12, 2019 Page. 2 Specific examples of our work include; ® Representation of Carrie Meek Foundation in formation of a joint venture with Foundry to develop property subject to a ground lease from Miami -Dade County located at. the Opa- Locka Airport, on which an Amazon Distribution Center is being constructed; Representation of Premier Water Parks, Inc, in a P3 transaction with the City of Fort Lauderdale for the redevelopment of the Lockhart Stadium and surrounding property to include, but not be limited to, a refurbished stadium and water park; and Representation of American Airlines in working through the legal challenges presented by the North Terininal Development Program at Miami International Airport. Our firm is not only comprised of legal expertise but experienced government relations experts representing various South Florida cities before the .County Attorney, State of Florida and Washington, D.0 (i.e. City of Miami, City of Miami Springs, City of Homestead, Village of Plneerest, City of Hialeah, City of Opa-Locka, City of Miami Gardens, and City of North Miami). The governmental relations experts in conjunctionwith the legal team provides a combined advantage. In sum, Becker's deep South Florida roots including vast legal real estate experience representing local transactions provide a tangible -advantage over any other law firm. Becker is ready to begin work immediately with the City of Miami Office of the City Attorney. Enclosed please find highlights of our law firm, bios of our highly qualified team of attorneys, and a fact sheet detailing our high level of real estate related. experience. Thank you for your consideration. W -.11. N.. 14 d.to the opportunity to serve you and work with the City of Miami Office of th1 Attorney. Enclosure ACTIVE: BPU.sers/HALVAREZ:12214641 1 0-ff Becker 9 �,' 0. 11 Z) LK"'. I We listen. We care. We step into your shoes - so we can show you the right way to step ahead. Our Story From the moment we opened our doors, Becker has been fearlessly pushing the edge of what's possible for our clients. We've carefully cultivated our practice and our people to give you the very best: our formidable expertise, our strategically creative thinking, and our undivided attention. We are your champion, keenly focused on understanding your situation, solving your challenges, achieving your goals. We step into your shoes — so we can show you the right way to step ahead. Founded in 1973, our attorneys have always been pioneers, boldly breaking new ground and taking unconventional approaches to tough legal challenges. "today our attorneys have tremendous expertise and depth of strength in our eight core practice areas. At the heart of everything we say and do is our relentless commitment to serving our clients in the best way possible. Our Practices From the beginning, we've selectively expanded our resources in key practice areas and industries that impact our clients. That means we're in the best position to provide you with smart, strategic solutions for the issues that matter most to you and your business. Our core practice areas are: • Business Litigation • Community Association • Construction Law & Litigation • Corporate Our Perspectives * Elder Law, Trust & Estate Planning, Probate W Government Law & Lobbying Public, Private Partnerships (P3) * Deal Estate From the beginning, we've selectively expanded our resources in key practice areas and industries that impact our clients. That means we're in -the best position to provide you with smart, strategic solutionsfortheissues thatmattermosttoyou andyourbusiness (beckerlawyers.com/perspectives). Becker. Fearlessly moving you forward. BecNer bf::,ckerI awyev s, corr5 Florida I New York I New Jersey I Washington, D.C. Real Estate law has been a core practice for Becker since its founding in 1973, Thefirm's Real Estate attorneys have helped shape the |ooe| landscape through representation of developers of multi -family and single-family residential communities; business and property owners; and financial institutions. We have represented clients in the successful anquiaition, fiRgOdnQ, development and sale ofall types of unimproved land and improved properties for residential and commercial use, including large land assemblages, major office buildings and office parks, shopping malls and centers, luxury hotels and resorts, condominiums and multi -family housing We help guide clients through the full cycle of a real estate 'transaction from the creation of the entity through the acquisition of land, governmental approvals including land Use planning aOd zoning, entitlements and vohanoea, environmental matters, -title insurance matters, financing, permitting, construction and completion |aouea. |eaaing, property management and disposition. As the economy has fluctuated, our attorneys have assisted clients with loan workouts of real estate assets, title disputes and Real Estate Owned (REO) assets. We represent institutional investors and lenders, asset servicing companies, regional and national developers, owners including governments and corporate users in structuring and implementing complex real estate transactions, auuh asthe development ofmajor reaidentia| and corporate naa| estate projects, and creating special taxing districts, We serve the needs of lending institutions in regard to all -types of real -estate -based financing transactions, as well as protecting the interests of such lending institutions in foreclosures and bankruptcies. Our attorneys have handled large, multi -parcel real estate transactions, and are knowledgeable, inall aspects ufsales and acquisition nfproperty. Becker also serves asaregistered agent for most major state and national title insurance companies. We represent regional and national financial institutions in real estate and asset based business loan transactions including advice and legal representation in all aspects of the transaction from commitment letter terms to loan closing, loan documentation, structure of loan termo, insurance and post closing matters, Becker uevL.°,|awvu,n.co�L_ Continued downward pressure on government budgets combined with mounting need -for improvements to roads, sewers, schools and other public assets creates business opportunities for private companies to partner with public entities to fill -that void, Public, Private Partnerships (P3) are mutually advantageous arrangements allowing public needsto be met with private financing, ingenuity and experience and permits the Public sector to transfer some of the risks of such projects to the private sector. Becker established its Public, Private Partnership procboetenmvvithmthorneyshovingprovenpuh|icendprivnte sector knovv|edga, experience and contacts in order -to assist governmental entities and businesses seeking to partner on public facilities in overcoming dwindling government funds and evar'inonaoo|nQ demands for improved roads, sewers, schools, civic buildings and other public assets, Our team adds value -to every engagement, We amoeaG the political landscepe, reach out to key decision makers, and advise on regulatory requirements. We also advise on procurement strategies, deal structure, and contract negotiations. e Representation nfLouisiana State University Property Foundation's public/private partnership development (P3) called the Nicholson Gateway Project, the largest development project |nthe history ofLSU, featuring a multi -phased bundled package of facilities with a total estimated development budget of $400 million, w Representation of Premier Water Parks, Inc. it) a P3 transaction with the City of Fort Lauderdale for the redevelopment of -the Lockhart Stadium and surrounding property toinclude, but not belimited to, a refurbished stadium and water park. w Representation of Cqrrie Meek Foundation in -formation of a joint venture with Foundry to develop property subjectto a ground lease from Miami -Dade County located at -the Opa-Locka Airport, on which an Amazon Distribution Center is being constructed. ° Representation of large Wendy's franchisee in their acquisition of various portfolios totaling over 1.00 stores. m Representation Of South Florida investor in acquisition of $100 million nationwide multifamily portfolio, ° Representation Of SOUth-Florida investor in acquisition and disposition of real estate throughout the Florida totaling over $8Gmillion. • Counsel to local real estate developer in acquisition, development and disposition of real estate throughout Florida totaling over $45million, " Negotiation of complex and contentious project close-outs of highly visible and prominent public and private projects. ° Representation of Bethune.-Cookman in a P3 type transaction involving the sale/leaseback of land for the construction ofanew student housing project oncampus. • Representation of American Airlines in working through the legal challenges presented by the North Terminal Development Program atMiami International Airport. ° Represented KB Holdings Inc,, in the negotiation of a ground lease with the City of Hollywood for beach front property tobedeveloped aaahotel. � Representation of TD Bank in construction loans, real estate based loans, asset based loans, loan modifications, and loan workouts tovarious borrowers. * Representation ofpurchaser ofobeachfront home for $17million. m Representation of regional banks Florida Community Bank, Centennial Bank, and Banco Do Brasil in real estate ° Representation of developer in bulk purchase, loan modification and termination oflarge conclorn|nium development, ° Representation of owner in purchase of Universal Music building in Miami Beach. * Representation of Lynx Zuckerman Holding Company, LLC in acquisitions of properties, sales of properties, drafting bulk contracts, homeowner documents and other general developer -related representation. * Representation of clients in the transactional aspects of the development of major, highly visible retail and mixed use complexes, including zoning negotiations, licensure, contract drafting and negotiation, and strategic structuring ofthe contractual relationships and documents, w Representation of developers in obtaining debt and equity financing, including syndication of properties, 1031 exchanges and tax exempt financing, Philip Rnem is Chair of the firm's Real Estate practice 8mmp His practice is focused on commercial and residential noa| estate matters and business transactions. With more than 16 years' expedenue, he has counseled countless clients through the life cycle of their transactions..His clients include investors, developers, RBT'a.commercial landlords and tenants, private and institutional |endes, franchisees and business owners across Florida and the U.S. He routinely collaborates with bnokmco. |endern, and investors to help push his clients' deals across the finish |ine. Philip also assists clients with all aspects ofprobate and trust administration, including marshaling assets, communicating arid negotiating with beneficiaries and creditors, and the distribution of assets, [VO[O|[N[~[ L/\rLD|L|���L w Counsel to large Wendy's franchisee in their acquisition of various portfolios totaling over IO0stores * Counsel to Florida -based business in purchase and sale of dozens of real estate parcels throughout the U.S. • Counsel to franchisee in leasing matters for a 180+ unit nationwide restaurant business * Counsel toNJ-based REIT in -their Florida real estate matters r Counsel to South Florida investor in acquisition of $100,000,000 nationwide multifamily portfolio N � * Counsel 'to SOUth-Flarld,@ investor in acquisition and disposition of real estate throughout-thmF|oddatot Ungover$8G.DDD.00D * Counsel to local real estate developer in aoquisVjun, development and disposition of real estatothroughout Florida totaling over $45,000,000 w Counsel to local cleveloper/investor in their Florida real estate and corporate mortern p Counsel to developer in finandnQ, development and ao|e of luxury townhouse project inKey West * Preparation of Operating Agreements and Shareholder agreements for countless real estate investors and developers * Counsel to hundreds of Personal Representatives and Trustees ill connection with the administration of estates and trusts and disposition of their real estate holdings [}ECOGk]|7-|Ok] m Recognizadby-the Miami Herald osaTbpRetedLovyerin2O15 w Recognized byFlorida Super Lawyers- South Florida Edition eaone nfSouth Florida's Rising Stars for 2OOg • AV Preeminent 5.0 out ofG Peer Review Rated PROFESSIONAL / (`��k4k4Uk]|TV |- |\L/| L_`J`]|L/|����-/ COMMUNITY | ACTIVITIES /|7 -|ES ° Florida Bar - Real Property, Probate and Trust Law Section m NewYorkBmr-Rea|Pmporty,PmbateandTmstbwSecUon • JewishFederationufBnrwardCounty-Rea|EatoteCommktee w Bmword County Bar Association- Young Lawyers Division [[�U(��T|��N L-��L/�^��||�/|� ° 8muWynLaw School, J.[l.10QQ ~ Binghamton University, B.S.. 1996 [>�[) ��lk�|[`��|/�K](� ���+|\ ��L/|«||~�.z|L/|��� 0 Florida, 2002 BIOGRAPHY Jennifer Drake isohighly accomplished real estate attorney and sVice Chair of Becker's Public, Private Partnerships (P3) practice group. Jennifer's practice fnoumeooncmnmorcio|tranmactonswhchnangofrompJanned project development, including creation of con6"miniumy, mixed used deve|opmento, tovvnhome developments and single family deve|upmento, condominium convensiuns, public-private partnership transactions (P3), which includes representing municipalities, higher education institutions and private parties; real estate contract negotiation, mortgage and asset based financing -for both financial institutions and borrowers, commercial leases, ground leases; preparation of joint venture agreements for mm| estate tranuootinns, as well as me/ estate workouts and liquidation of real estate owned (REO) properties for -financial institutions, Jennifer has extensive real estate experience and has represented clients in many high profile projects throughout the state ofFlorida uawell aonationally. Jennifer is /A/ rated by Martindale -Hubbell, which is the highest professional rating based onyears nfexperience and endorsement byFlorida lawyers inthe areas nf professional ability, ethics and conduct. Jennifer's practice emphasizes handling all aspects of planned project development (including the acquisition stage, vvhioh may entail negotiation of punohuua oontrad. DR|, zoning iuuums, and environmental due diligence); planning stage of -the project, drafting of -the project documents. and State registrations as necessary, supervising -the closings on 'the sale of the end units, ,the representation of the deve|oper-controlled boards and representation of developer -through -turnover of control of the association, the purchase and $(fle uffractured condominiums, and termination pfcondominiums. Additionally, her real estate experience emphasizes P3 transactions which runs the spectrurn of negotiating' drafting land |eoyea, management and operating agreements for higher education institutiony, municipalities as well as the private sector. She also handles complex multi-party transactions from negotiating real estate joint ventures to multi-party transactions as to the purchase orsale, financing, and negotiation of commercial |ooxes and title for the private sector. Jennifer represents nabonu|, regional and state financial institutions in the areas of documentation 'for both real estate and asset based financing, loan modifications and in the restructuring/refinancing ofmulti-million dollar loan transactions, as well eodisposition nfREO properties. [VO[[�|[N/�[ L/\rL|\|�|���L * Acted as on-lend Counsel for the Louisiana State University Property Foundation's public/private partnership development (P3) oeUad the Nicholson Gateway Project, the largest development project in the history of LSU, featuring a multi -phased bundled package of facilities with a total estimated development budget of$4OOmillion, w Representing Premier Water Parks, Inc, in a P3 transaction with the City of Fort Lauderdale in th"redevelopment of the Lockhart Stadium and surrounding property toinclude, but not belimited to, arefurbished stadium and water park. ^ Representing Nova Southeastern University inStudent Housing Project. ^ Represented Carrie Meek Foundation in formation of ajoint venture with Foundry to develop property Subject -to a ground lease from Miami -Dade County located at the Opu-Locka 4irpnrt, on which an Amazon Distribution Center iabeing constructed. w Represented Bethune-Cookmmn in P3 type transaction involving the sale/leaseback of land for the construction of a new student housing project on campus. n Represented the City nfSouth Miami ill P3matters. * Represented KB Holdings Inc., in the negotiation of ground lease with the City ofHollywood -for beach -front property tobedeveloped esohotel. w Represented high end fashion designer in lease negotiations in Miami Design District, * Represent Rogers International, Inc., in drafting of condominium clocurnents for -two mixed -used developments in Coral Gables, Florida * Represent private developer ill the development of a large mixed-use project in central Florida consisting of retail space, hotel space, condominiums, rental apartments and parking facilities developed inmultiple phases. m Represented TD Bank in construction !oana, eu( estate based loans, asset based loans, loan modifications, and loan workouts -to various borrowers, m Represented purchaser ofabeachfront homa-for $l7million. * Represented purohuoer/bnrmvvarin $8.3 million purchase ofhotel property /nBmvvandCount/,obtaining franchise agreement and loan transaction. " Represented puvchmoo0dove|oper in purchase of hotel condominium in OnangeCounty, Florida. • Drafted Condominium Documents and Interstate Land Sales Act ULS4JfiUng for TurnbarryOcean Club. w Represents hotel unit owner etFontainebleau, w Represents regional banks Florida Community Bank arid Banco OnBrazil in real estate and asset-based loan transactions. * Represents VVU|ton Properties LLC in the negotiation of ojoint venture agreement with Bainbridge for the development of a rental housing apartment complex )nTampa, FL, * Represents developer in bulk purchase, loan modification and termination of |o/gecondominium development. w Represented owner inpurchase ofUniversal Music building inMiami Beach. • Represented Epic West Condo LLC in the am|eo, o|mo|ngu fbr units and developer- controlled board etthe Epic inMiami, Florida, m Represents Lynx Zuckerman Holding Company, LLC in acquisitions of proportiou, sales of pmpart|aa, drafting bulk contrmcta, homeowner documents and other general developer -related representation, ° Represented developer intermination of 186 -unit condominium on the West Coast ofFlorida. * Negotiated ground lease sites for client Simoas Properties, with CVS. k4uDuna|doand Wawa. = Represents Penn Dutch Foods incommercial leases. [}E GK]|l-|/lKJ 0 Ma Drake was recognized by the Greater Ft LauderdaleAlliance for outstanding community leadership and featured in the 2018 "Real Estate Opportunities" chapter of its annual Economic Sourcebook and Market � Jennifer has also been named to the Martindale -Hubbell Bar Register of Preeminent Women Lawyers in Legal Ability and Ethical Standards as well aubeing 4VRated byMmrUndale- HubbeU. PROFESSIONAL/ [-|\�/| L-`�.�|L/|���L-/ �,L/|«||«|��|�| | | /\C7 -|\/|7 -|ES w My. Drake is o regular speaker utnational and regional P3 rmnferancaa, is m member of the American Bar Association, the Florida Bar, and The Real Property, Probate and Trust Sections of both tho Florida Bar and the < ` American Bar Association and the International Council ofShopping Centers (^|CSC^). ° Jennifer sen/es on tho Executive Committee, Board of Directors, and Leadership Committee of the Greater Fort Lauderdale 4JUmnca. She is also past president and acurrent member ofthe Board ofDirectors ofLeadership Bmwand Foundation; is a mem6orofBmward Women's Alliance; sits on the Advisory Board of the Fort Lauderdale International Film Festival; and is a member ofthe Board nfDirectors nfBusiness for the Arts ofBmwand. ° Jennifer previously served on the Board of Directors of Kids Crusaders 'for Abused ChUdnen.One RoomSchoolhouse, arid Cancer Research Network, EDUCATION ° University nfTennessee, ].D..RA, summa oumlaude BAR [] � ��K�|(�(�|��hJ'� L�++[\ ++L�|«||~J^]|��i �^J ° Florida • Tennessee am = IS MIRM Michael E8outzoukaoconcentrates his practice in the areas ofcommorcim|real astata, real estate development, leasing, financing and business transactions. Michael provides clients with general consultation and guidance in legal matters to business clients, leveraging his own transactional experience with the firm's specialists in taxation, employment law and securities to serve his clients' needs. Mr. Boutzoukas' peers call upon him to assist them with their clients' real estate and business transactional disputes to gain perspective on the beet course of resolution. |n%009.hajoined the approximately 45DFlorida attorneys Board Certified in Real Estate Law, Board Certification by the F|orido Bar is -the highest level of recognition of on attorney's competency and expertise in the areas of |avv approved for certification by the Supreme Court of Florida, G|noe 2018 Michael has been recognized byhis peers as among the Best Lawyers in/\medno@for Real Estate. Michael is actively engaged in the broader real estate community and nagu{ody speaks before remkore, attorneys and bua|nwonea groups on commercial and residential real estate transactions, leasing issues, title matters, and advalorem tax valuation challenges, Haalso volunteers his time holding positions with the City ofClearwater, Holy Trinity Greek Orthodox Church and the Bay Area Real Estate Council. The Clearwater City Council appointed Michael to the Community Development Board. In that capacity, he conducts design review, evaluates historic applications and reviews requests for land use plan changes and rezoning. The Board serves as Local Planning Agency to review and advise City Council on -the City's Comprehensive Plan, He previously served on the Code Enforcement Boovd, 4this church, Michael has served in leadership roles and as general counsel since 1993 and most recently elected President of the community for 2017. [VO[[)|[N/�� L/\[ �|\|�-|���L- ° Represented commercial developer in 1831 Exchange purchase of a commercial property and assisted with the Subsequent development ofthe site as a mixed use residential MUlti-farnily and retail complex with public arid private perk|ng, including the negotiation of tide and survey defects, development agreements, easements, and commercial leases m Assisted the put -chase of commercial real estate through the resolution of longstanding title disputes utilizing u combination of reformation proceedings and complex negotiations * Negotiated the sale of a privately held veterinary clinic practice, to a national veterinary service provider including the transfer ofintellectual property and negotiation ofemployment and non -competition agreements • Oeva|ope6, for a commercial lender, a community association based loan package tostreamline loans forthebenefit nfthe lender and the community association borrowers seeking to undertake significant napa|m or improvements w Represented the purchaser |nn$1GMillion acquisition ofapackage ofthree net lease investment properties with national chain tenant gmund leases in place, including the resolution of easement claims, title and survey concerns and negotiation of -the financing package ° Defended a non-profit cultural association against alleged code violations, setting aside tens ofthousands ofdollars inaccrued fines and negotiating a resolution that a||owedthaclient tocontinue its uu|tura/ activities ^ Entity formation and entity governance for small businesaeo, including corporations, x -corporations, limited liability companies, joint ventures and partnerships, ^ Pre -litigation dispute review and risk mitigation counseling to avoid litigation Asset sales and purchases, including counseling clients involved in business 'transactions forthm purchase and nm|e of business assets and operations from contract toclosing, • Corporate governance advice and -the review and legal analysis of business contracts and procedures to identify and assist clients with the implementation ofstreamlined and effective procedures aimed atminimizing exposure tolitigation, w Assisting closely held entities with the development and drafting of agreements between their owners for the disposition of individual ownership interests upon the occurrence oftargeted future events, PROFESSIONAL / /�/�����UkJ|TV [ [\�/| L-`�~J|L/|�/-\L_/ COMMUNITY | ACTIVITIES ° City ofCleat-water Community Development Board, Mardi 2014 -present * City ofClearwater Municipal Code Enforcement Board since November 2O08 topresent (Vice Chair, 2010,Chairman 2O11.2O12) • City ofDunedin Code Enforcement Board, lQQ2to1908(Chai[19BG-1Q99); Frequent * Member ofthe board ofdirectors ofHoly Trinity Greek OrhodoxChurch in Clearwater Florida since 1992, Currently President for 2017 (past positions include positions held as secretary, assistant treasurer, treasurer, vice-president) ° General Counsel tohis church since 1QS5.donating countless hours nflegal services tohis community. • Member of the Board of Governona. Chapter 366. American Hellenic Educational Progressive Association, beginning 2OOQ-1Oand 2O12-13. m Board of Directors, Bay Area Real Estate Council (President, 2017; Vice President, 2015-2018) w Leads the Tampa Bay Efforts of the firm's charitable organization, B&p Helping Hands [[�U/`�T|/�N L-L/L�L.�\| |L/|� * Eckerd College, B.A. • Stetson University College of Law, J.D. [3�[] �F�K�|/�/�|/�kJ(� LJ��K /-\�/|«||����|L/|�`) Curtis is a member of the corporate and securities practice group at Backor, vvhena his practice includes complex corporate and tax matters, joint ventures, acquisitions and corporate n,stmctuhng, commercial transactions and negotiations, regulatory compliance and licensing matters, 'federal and state tax |avv, offshore asset protection p|anninQ, wealth preservation for high net worth clientele and business litigation. Healso has anextensive background incommercial and nsk1enda| real estate 'transactions, including quiet title issues and boundary disputes, financing, loan modifications and workouts, and contracts -from -the negotiation stage 'through closing. [VO[[}|[N(�[ L/\rLK|L|�L^L * Formation of corporations, LLC's and parbershipm, otmCtund ohmngam, mergers/acquisitions arid reorganizations, advise on tax and corporate governance * Form tax exempt organizations including public oharitieo, private foundodona, houpita|s, re|i8iouo/bharitab|eent}tioo, arid trade associations; corporate governance, compliance, and tax filings • Joint ventures between fop-profitand exempt organizations, • Representation ofnon-profit organizations and boards, * Preparation ofagreements for sale ofbusiness organizations, conversion of for-profit/tix exempt orginizations, employment/consulting agreements w Federal and state tax controversy matters with the IRS and revenue departments ofmultiple states. * Counsel health care faoi|itiea, financial institutions and directors with compliance, -tax and regulatory issues p Business controversies ° Commercial and residential real estate transactions and title issues * Estate pianning, private foundations and charitable planning for high net worth individuals * All aspects of probate, estate and trust administration, including litigation ���[[��|�N�| /���K�UN|TV PROFESSIONAL COMMUNITY | /\ C7-|\ /|7-| ES ° The Florida Bar, Tax Section; Real Property, Probate and Trust Section � Authorized Title Agent— 1stAmerican Title Company and VVastcorLand Title Insurance Company � Children's Bereavement Center, Board Member, Finance Committee Chair m Former counsel for Capital Medical Society m City ofTe|laheuneeCitizens Advisory Committee — Utilities (Board Member) p Ta|TechAlliance (Strategic Partners for Advancing Tochno|ogy).Member � Martin County and I eon County Republican EXeCLJtive Committees, Former member w Literacy Volunteers ofLeon COunty.Board Member/board attorney * Tallahassee Chamber ofCommerce (Leadership Tallahassee Class XVI) • College Leadership Tallahassee, Co -Founder and Chair of Funding Committee * Legal Services ofNorth Florida, Volunteer attorney for indigent clients [DU/��T|��N L—�/�J�~��||�/|� ° University ofMiami, LLk4.Taxation, 1DQ2 * Cumberland School ofLaw, Samford University, 1D,1B80 * Florida State University, EiS.Finance, 138G []A[AL«|SS|LJ] * Florida COURT ADMISSIONS e United States Tax Court w United States Court ofAppeals -for the Eleventh Circuit w United States District Court -for the Middle District ofFlorida p United States District Courtforthe Southern District ofFlorida [)|OG[)A[]LJ\/ HDavd Blattner has over 265 years of experience in complex ee| estate -transactions and concentrates on acquisitions and financing and development of large-scale shopping oantem, office buildings and executive pmdo, mahnaa, vvo,ahnuse, flex projects, hote|y, single-family and multi -family residential developments and condominiums. David represents a wide range of client thmuOhout Florida, the U.S, Conade, South America and 4sia. His clients include: dave|opers, multinational corporations, domestic corporatony, banks and other financial instituUons, condominium and homeowner's associations, property management companies and landlords and tenants. A largo number of David's clients have been with Nm his entire career: I hove been fortunate to enjoy close and long |andng relationships with my clients. Perhaps this is because | like to take m hoUrdo approach in my work for them. | don'tjust focus on the narrow legal issues but look at the broader context of the business and what is goingto help make it successful. This is an approach which I think makes for better deals but more importantly I get my greatest satisfaction from contributing to my clients' success," [\/[][O|[��(�[ L/\|��|�|���L ° Assists with the negotiation and closing ofsignificant credit facilities for Ole revolving and term loans, working capital lines of credit, and other real estate and asset based loans. ° Handles work cuts and loan modifications for both lenders and borrowers and has been involved inasset management and REO with Multiple lending institutions and onbehalf ofowners and developers. p As developer's counae|, wmdm with his clients to obtain debt and equity financing, including syndication of properties, 1031 exchanges and tox exempt financing, • As a niche area, has repnasentedfunerm| hommaand cemeteries assisting them iothe acquisition and disposition ufproperties aowell asthelicensing of funeral homes and cemeteries with the Florida Board of Funeral arid Cemetery Services, He has represented licensees in disciplinary mattera be -fore the state agencies. [)E/`OGhJ|T|OKJ a Martindale Hubbell AV. rated real estate, banking and business attorney PROFESSIONAL/ ��(�K�k�UN|TV | |\L�| L-~J��|L/|���L-/ COMMUNITY | /\ /`7-|\ /|7 -|ES 0 Beth AhmIsrael Synagogue, President (200-2000 � United Way ofBnoward County Board of Directors (1995-2004). Board Chair (2OO2),Campaign Chair (2000).Allocations Chair (1006-2O00) ° VVinterfestBoat Parade, Board of Directors (1993-1998), President/Chair (1995-188G'General Counsel (1Q93 -1Q84) Graduate of Leadership Ft. Lauderdale and Leadership Broward EDUCATION 0 John Marshall Law School, J. D, CUM IaUde 1b George Washington University, B.A. []/\[) /\DM|SS|/lK]S a Florida [)|OG[)A[)LJ\/ Hugo V. Alvarez has auccassfu|ly worked on a large volume of cases with significant financial expusure. Fortuna 500 compuniea, prominent real estate deve|opery, municipuUtioy, insurance companieo, hote|s, financial institoUuna, condominium/homeowner's associations and general contractors have all sought his legal advice and deep local community ties to help get issues resolved, Hugo has been published in the Miami -Daily Business Review, appeared on CNN, and BponishTV. and is often quoted in leading bun|noao periodicals such aathe South Florida Business Journal on|oco|legal topics. Mc Alvarez wmdo closely with his clients -to understand their legal needs and business, I le does -this by focusing on his client's objectives, By being involved in every aspect nfhis client's business he can help navigate his client's directives and help ovoid brewing disputes while also preparing for litigation, Havn8 founded, and mn, his own |avv firm prior tojoining Bedker, Mr. Alvarez has a unique perspective into the challenges and opportunities businesses encounter on a daily boo|a. Given that experience, N: Alvarez is uniquely positioned to assist his clients in addressing their needs from e business Mr. Alvarez is a former Vice -Chair of the Florida Bar 11th Circuit Grievance ( � Committed to his community, Nr. Alvarez serves as a Councilman on the Miarni-Dade County Community Council, which addresses issues irnpa cting the oommunItyinduding zoning and land use related issues, Mr. Alvarez has also coached nurnerous little league teams with varying degrees of success over the years. Fluent in Spanish, Mr. Alvarez has extensive experience involving civi|, commercial, real estate, and insurance disputes in Florida for both dornestic and foreign companies. [V[][[)|[N[`[ L_/\[ �R|L|���� ° Secured $1.8million dollar judgment for movie maker * Secured $5OO,OOOjudgment for violation ufanun-competeagreement * Secured defense verdict infavorofgeneral contractor inajurytrial * Secured hundreds of favorable results invoking Hurricane 'Wilma and Hurricane Irma disputes , Secured dismissal ofprominent real estate developer in a dispute involving millions ofdollars m Represented the court appointed receiver overseeing a major real estate project on Miami Beach involving 98 units and over ten million duUana in dispute * Participated inover ohundred residential real estate transactions w Represented both cities and counties as it relates to their legal disputes and |ega|naeds ° Participated in the collections and foreclosures for condo associations, banks, and individual investors ° Acted aaOutside general corporate counsel tovar|obsbuuinasoeo []E/—OGk]|7-|Ok] • The Best Lawyers |nAmehca(D(Litigation — Real Estate) 2O18 -2O1& m Dade County Bar Association Legal Luminary Award Winner, 2O17 w Avvnranking of10out of10 ° LBARookie Director ofthe Year Nominee, 2O17 • Florida Super Lawyers, 2D11 -2O18 w Florida Trend Legal Elite, ZO10-2013.2U15.2O18 w Florida Trend Legal Elite "Up and Comer".20D6'20O9 w South Florida Business Journal Key PartnerAward Finalist, 28OG-2OO7 * South Florida Business Journal Upand Corner, 2OO7 w Business Leader Media Mover's and Shakers Award, 2000 • Columbus Athletic Hall ofFenin.2O17 PROFESSIONAL/ /�(�K�K�UN|TV r[\LJ| �_~}`J|LJ|�+�L_/ COMMUNITY | /\ C7-|\ /|T|ES m Councilman for the Miami -Dade County CmnmunityCouncil w Secretary, Coral Gables Bat- Association • Director, Latin Builders Association * Namhar,Columbus A|umo|Association • Former Director, Builders Association ofSouth Florida * Board ofGovernors, Churchill Society ofSouth Florida m YMCA and Palmer Park Youth football and baseball coach EDUCATION • Tu1aneUniversity, ].D. ° University nfMaine, B./\, with distinction BAR ADMISSIONS * Florida COURT ADMISSIONS � Florida Bupr meCuurt ° Supreme Court ofthe United States ° U.S.Court ufAppeals, 11thCircuit ° United States District Court for the Northern District ofFlorida � United States District Court for the Middle District ofFlorida ° United States District Court for the Southern District nfFlorida CLERKSHIPS �| [�[]�\�LJ|[l{� ��L_L_[\r�`�| ||| .] w Judicial Clerk to the Hon. William H. Byrnes of the Fourth Circuit Court of Appeals ofLouisiana w Low Clerk and Appellate Cone Manager -for the Appellate Division of -the Fifteenth Judicial Circuit in and for West Palm Beach, Florida, where ha worked closely with current Florida Supreme Court Justice Jorge Loborga. New York 45 Broadway 17th Floor New York, New York 1006 Tel: 212,599,3322 Fax: 212,557.0295 Ft. Lauderdale 1 East Broward Blvd, Suite 1800 Ft. Lauderdale, Florida 33301 Tel: 954.987.7550 Fax: 954.985,4176 Naples 4001 Tamiami Trail N Suite 270 Naples, Florida 34.103 Tel: 239.552.3200 Fax: 239,263.1.633 Morristown 1776 on the Green 67 Park Place East, Suite 800 Morristown, New Jersey 07960 Tal: 973,898.6502 Fax: 973,898,6506 Ft. Myers 129.40 Carissa Commerce Court Suite 200 Ft. 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April '12, 20119 BRYAN CAVA LEIGHTON �° Table of Contents PAI$NER Tab1: Basic Information................................................................................................. 3 ExecutiveSummary............................................................................................ 3 Relevant Experience........................................................................................... 5 AttorneyTeam.................................................................................................... 8 FeeStructure.................................................................................................... 11 Alternative Fee Arrangements........................................................................... 12 Tab 2: Background Information.....................................................................................14 FirmOverview................................................................................................... 15 Sports and Event Venue Brochure.................................................................... 17 Naming Rights and Sponsorship Brochure........................................................ 21 Sports and Event Financing Brochure... .......... ................................................. 24 bclplaw.com i A Global Law Firm 2 BRYAN CAVE LEIFiTC�N Tab 1: Basic Information .G PAISNER Executive Summary We are pleased to present our capabilities for Bryan Cave Leighton Paisner to represent the City of Miami (the "City") as specialized real estate legal advisor with respect to the proposed development, construction and long-term leasing of City -owned property for an MLS stadium, commercial facilities and retail complex.' High-profile developments such as this require sophisticated counsel with the experience and the judgment necessary to successfully execute complex deals. These are more than just commercial transactions, however large the dollars at stake. Our team offers a combination of the right experience, knowledge of industry standards and value that is truly unique in the stadium development space. As we believe our proposal will demonstrate, our team is the best fit for this engagement because: A We have significant experience with urban event venue/mixed use developments similar to the this project. We know that these projects are incredibly significant not only to the franchises and businesses that call them home but also to the larger community in which they are located. With an office located in Miami, we know the importance of this development firsthand. Our team would ensure that all stakeholders are considered and that broader interests are served while, at the same time, achieving the best result for the City. ® We are among the most active law firms in the world in handling significant stadium developments and financing, as well as naming rights and sponsorship transactions. We have the expertise to handle all aspects of these projects, having served as lead counsel in connection with a number of high profile event venue projects across the United States and abroad, including the Staples Center, The 02 (London), The Colosseum at Caesars Palace, the StubHub Center, T -Mobile Arena, and many others. ® Our firm is well-known and highly ranked, particularly in the area of sports law. Bryan Cave Leighton Paisner's Sports and Entertainment Group is recognized by Chambers USA as one of the leading sports law practices. Members of the Bryan Cave Leighton Paisner Sports and Entertainment Group have also been ranked in the "Premier" category of SportsBusiness Journal's list of Power Players for their influence on the profession, the depth of client list, specialties, and overall body of work. Chambers USA reported that our Sports and Entertainment Group practice provides "the best possible client service" to our clients. ® Operating out of offices throughout the UK, Europe, US, Asia, and the Middle East, our internationally -ranked real estate group has vast experience representing clients in acquiring, developing, financing, leasing, operating, managing and selling commercial real estate covering 1 We do not have a conflict with representing the City of Miami or with being adverse to Miami Freedom Park LLC or the related Major League Socer franchise. bclplaw.com I A Global Law Firm 3 BRYAN CAVE LEIGHTON!;P PAISRER Tab 1: Basic Information all major asset classes. We have achieved National Tier 9 ranking in Real Estate Law by U.S. News & World Report and Best Lawyers® in its 2018 "Best Law Firms" rankings. ® We provide unmatched value among firms with similar experience. Our team has hourly rates that are significantly lower than other global law firms of our size with our specialized expertise, which we achieve through superior management of our business. Further, we are on the leading edge of innovations in the legal marketplace, including innovations in alternative fee pricing, allowing us to maintain flexibility and generate additional value for the City. We are committed to continuing to develop a partnership with the City, and we are excited to leverage our expertise to help the City and the community realize your vision. Thank you for the opportunity to be considered for this engagement. bclplaw.com I A Global Law Firm 4 BRYAN CAVI LEIGHTON : t'fp Tab 1: Basic Information PAISNER Relevant Experience Bryan Cave Leighton Paisner is recognized globally as a leader in sports and entertainment law. Our Sports and Entertainment Group consists of nearly 90 attorneys firmwide with expertise in a broad range of subject areas, Further, because we are part of one of the world's largest global law firms with over 1,400 lawyers and professionals, we can provide you the full range of services needed to accomplish this deal expertly and efficiently. Bryan Cave Leighton Paisner has extensive experience in connection with the development, financing, leasing and operation of stadiums, arenas and other event venues. We have the expertise to handle all aspects of these projects, having served as lead counsel in connection with a number of high profile event venue projects across the United States and abroad. We also have deep experience partnering with other law firms on major stadium development projects, and, if desired, we would be happy to partner with real estate or other counsel of the City's choice. Representative engagements we have handled include the following: ® STAPLES Center (Los Angeles, CA). We served as lead counsel to the developer of STAPLES Center, handling all aspects of the project, from real estate acquisition and rezoning to naming and sponsorship rights and financing. STAPLES Center is home to the Los Angeles Lakers, Clippers, Kings, Sparks and Avengers and has hosted such high profile events as NBA and NHL All Star games, World championship boxing bouts, the Grammy Awards, the 2000 Democratic National Convention, the 2002 U.S. Figure Skating Championship, the X Games, the Summer WTA Tour Championships, the Pac-10 Conference basketball tournament and concerts starring U2, Paul McCartney, the Eagles, Madonna, Bruce Springsteen and others. Situated on nearly 40 acres in downtown Los Angeles and adjacent to L.A. Live entertainment district, STAPLES Center boasts nearly five million square feet of entertainment and office space. Pro Football Hall of Fame (Canton, OH). We recently served as lead counsel to HOF Village, LLC (a joint venture between the Pro Football Hall of Fame and Industrial Realty Group) in an historic, 18 -year agreement to create the first sports and entertainment "smart city" that will carry the name Johnson Controls Hall of Fame Village. The agreement ranks in the top 80th percentile of sports naming rights deals and is the largest ever for its market size. Under the terms of the deal, Johnson Controls will become the "Official Smart City Partner" of Hall of Fame Village, which includes venues such as a virtual reality, state-of-the-art Johnson Controls Hall of Fame Experience. Additionally, Johnson Controls will be the presenting sponsor for the annual celebration each summer that will be known as the Pro Football Hall of Fame Enshrinement Week Powered by Johnson Controls. ■ Las Vegas Ballpark (Las Vegas, NV). We served as lead counsel to The Howard Hughes Corporation and Las Vegas 51s on the development of Las Vegas Ballpark, as well as on an historic, 20 -year, $80 million naming rights agreement with the Las Vegas Convention and Visitors Authority (LVCVA) for the 51s new Las Vegas Ballpark. The naming rights agreement is bclplaw.com I A Global Law Firm BAVE LEIGHTONI^) �Tab 1; Basic Information PAISN f2 by far the largest naming rights deal in minor league baseball history. The $150 million Las Vegas Ballpark will be located in Summerlin, Nevada and will include approxiately 10,000 seats and 22 -suites. Among the projected amenities, the new facility is anticipated to have a center field pool, kids' zone and several bars. ® Ballpark Village (St. Louis, MO). We represented the St. Louis Cardinals in connection with various commercial arrangements related to their Ballpark Village project. Ballpark Village is a dining and entertainment district adjacent to Busch Stadium where the St. Louis Cardinals play in downtown St. Louis. The $100 million first phase of Ballpark Village consists of 150,000 square of retail shops, restaurants, entertainment venues and 720 parking spaces. Ballpark Village offers over 200+ events annually. The Cardinals Hall of Fame and Museum and Cardinals Nation Restaurant, Fox Sports Midwest Livel Restaurant, the Budweiser Brew House, and PBR St. Louis all comprised the first phase. ■ FA National Football Centre at St. George's Park (London, UK). Over a period of three years, a cross -practice team advised on various legal aspects relating to the design, procurement, planning, financing and operation of the FA's National Football Centre at St. George's Park. St. George's Park is seen as integral to the future of the FA, driving elite performance in football (soccer) in England and Wales, and the heartbeat of Club England for years. We also advised the St. George's Park board on the procurement and financing strategy for this strategic development, comprising leisure, medical and hotel facilities. ® The StubHub Center [f/k/a Home Depot Center] (Carson, CA). We served as lead counsel to the developer of The StubHub Center, handling all aspects of the project, from real estate to naming and sponsorship rights. The StubHub Center includes state-of-the-art spectator and training facilities for professional, amateur and Olympic events and athletes and is the home of the Los Angeles Galaxy, the 2011 and 2012 Major League Soccer (MLS) champions, and Chivas USA. ® T -Mobile Arena [f/k/a Las Vegas Arena] (Las Vegas, NV). We served as lead counsel to the developer of T -Mobile Arena in connection with the construction and permanent financing of the arena. This arena -- a state-of-the-art, 20,000 -seat multipurpose event center sponsored by AEG and MGM Resorts International -- opened in April 2016, the home of the Vegas Golden Knights NHL club and the site of numerous entertainment events such as concerts and other sporting events. ® The 02 (London, UK). We served as lead counsel to the developer of The 02 Arena and the related entertainment district, handling all aspects of the project, including negotiating and supervising a joint bid with a consortium to negotiate with the UK government for an ambitious plan to redevelop The 02 and rezoning, infrastructure development and lease negotiations. The 02 has become one of the most popular venues in the world, featuring entertainers such as Prince, Metallica, the Spice Girls, the Police and Bon Jovi, and hosted various 2012 Olympic events. ■ The 02 World Arena now known as Mercedes-Benz Arena Berlin (Berlin, Germany). We served as lead counsel to the developer of the venue and the related entertainment district, handling all aspects of the project, including site selection and acquisition, environmental due diligence, bctplaw.com I A Global Law Firm 6 BRYAN CAVE LEI 5NO NRINP Tab 1: Basic Information rezoning, demolition, infrastructure, development and lease negotiations. The Arena is home to Berlin's professional hockey and basketball teams and hosts such high profile events as the European skating championships, European gymnastics events, World championship boxing events and world class concerts. ® The Colosseum at Caesars Palace (Las Vegas, NV). We served as lead counsel to the presenter of Celine Dion's highly successful musical extravaganza, "A New Day," for which the venue was specifically built and negotiated the highly complex transactions under which Caesars Palace built The Colosseum. In addition to the Celine Dion show, The Colosseum has hosted Bette Midler, Elton John, Cher and other top drawer talent. ® City of Jacksonville, FL. We represented the City of Jacksonville in the renegotiation of its lease with the Jacksonvill&Jaguars of the National Football League. IN Pacific Coast League. As counsel to the Pacific Coast League, we review and approve all new stadium development agreements involving teams in the League. Over the past 15 years, we have reviewed and approved stadium development projects in Omaha, Nashville, Reno, Fresno, Tacoma, EI Paso, Salt Lake, Albuquerque and Las Vegas. Various Other Stadiums and Event Venues. We have advised may different clients in connection with the development, financing, leasing and/or operation of several other stadiums, arenas, golf courses, race tracks and other event venues, including the following: • Edward Jones Dome (St. Louis Rams - NFL) • Foxboro Stadium (Former home of the New England Patriots - NFL) • Gateway Motorsports Park (Madison, Illinois) • Gateway National Golf Links (St. Louis, Missouri) • Jack Nicklaus Golf Resort (Quivira Los Cabos - Cabo San Lucas) • Kansas Speedway (Kansas City, Kansas) • The Pageant (St. Louis, Missouri) • Peabody Opera House (St. Louis, Missouri) • Red Bull Arena (New York Red Bulls - MLS) • Scottrade Center (St. Louis Blues - NHL) • Sprint Center (Kansas City, Missouri) Toyota Park (Chicago Fire - MLS) For your reference, Bryan Cave Leighton Paisner's Sports and Event Venue Real Estate, Insfrastructure and Operation; Naming Rights & Sponsorship; and Sports and Event Financing practice brochures are also provided under Tab 2: Background Information. bclplaw.com I A Global Law Firm 7 BRYAN CAVE Tab 1: Basic Information LFIGHTN A PAISN • I� Attorney Team Michael Heaney and Vyas Suresh will be the day-to-day leads and primary points of contact for this proposed stadium development project. Michael and Vyas will be supported by associates Mica Germain and Mollie Harmon, and also will be supported by Harold Lewis and Richard Schermer at Pathman Lewis LLP as local counsel with respect to Miami -specific real estate and development requirements. Ryan Davis and Steve Smith are available, as needed, to lead any naming rights portions of the project. George Chen will serve as relationship partner and will be responsible and accountable for the overall management structure of matters on behalf of the firm. Due to the size of our firm and of the Practice Groups that would be providing services to the City under the Scope of Work for this engagement, we can state with confidence that we have the availability and expertise to handle the diverse and unique work presented by this project. Our "core team" was selected on the basis of the members' expertise, location, and experience working together on behalf of other clients, as well as their availability to take on the work requested. Brief biographies for each of our proposed team members are provided below. Core Team Members. Bryan Cave Leighton Paisner intends to have a designated core team for the areas of work identified in the RFL, as designated below. gr .. _MY M:3a_ _ construction -related transactions. He takes great care to closely counsel clients on the best methods of structuring construction transactions by initially developing a blueprint that helps ensure success. Beyond his rich experience with sophisticated construction deals, Vyas also represents clients across the full spectrum of real estate matters, From complex acquisitions and dispositions to commercial leasing projects on behalf of both landlords and tenants, Vyas works side-by-side with his clients from the beginning of their transactions to the end --structuring the deal, preparing and negotiating documentation, and keeping them up-to-date as the deal progresses. Mike Heaney's real estate practice focuses on the areas of development, acquisition, finance, and land use, with a particular emphasis on commercial leasing. He regularly, advises and counsels clients on issues related to zoning, public and private finance, land development, appurtenant rights (including easements and licenses) and subdivision of property. Mr. Heaney has significant real estate experience in the sports and entertainment industry, more recently in connection with Ballpark Village in St. Louis, Missouri. bcIplaw.com I A Global Law Firm 8 BRYAN CAVE L IGHTON PAISNEI Tab 1: Basic Information Mica Germain is a member of the Real Estate team. Ms. Germain focuses her practice on real estate transactions. Ms. Germain earned her J.D. from the University of Virginia. At Virginia, she served as Managing Board Member of the Virginia Law and Business Review and as President of the Law and Business Society. She was also involved in several public interest pro bono projects during those years. Mollie Harmon is a member of the Commercial Litigation Client Service Group. She focuses her practice on complex commercial litigation involving a variety of subject matters, including construction industry disputes. Ms, Harmon also handles design and construction related transactions on behalf of project owners, developers and lenders. Ms. Harmon was a 2016 summer associate in the firm's Kansas City office. Ryan Davis is a transactional and business lawyer with a focus on mergers & acquisitions, corporate counseling and sports, entertainment and sponsorship matters. Mr. Davis regularly represents public and private company clients, private business owners and sports teams, owners, players, sponsors and concessionaires in connection with a broad range of corporate transactional matters and serves as a co - leader of the Firm's Sports and Entertainment Group. Steven Smith is the Managing Partner of the Colorado Springs office. His practice focuses on sports law, including naming rights, sponsorships, licensing agreements, stadium operations, television and media contracts, and representing leagues and National Governing Bodies, Mr. Smith has been recognized as a "Leader in His Field" for Sports Law by Chambers USA 2011. bciplaw.com I A Global Law Firm BRYAN CAS/ LEIGH rON RAI NE=R "fab 1: Basic information George Chen serves on the firmwide international Board of the Firm and is the leader of the intellectual property practice for the firm's Phoenix office. He partners with long- term clients to develop, protect, enforce, defend, license, and commercialize intellectual property and other business assets: His practice includes litigation, licensing, counseling, and prosecution of patent, trademark, copyright, trade secret, unfair competition, Internet, cybersquatting, and other intellectual property matters. Harold (Hal) Lewis is a cofounder and co -managing partner of the Miami law firm of Pathman Lewis, LLP, and is head of the firm's finance and real estate departments. With more than thirty years of practice experience, he is known as a deal maker, not a deal breaker. He is a thoughtful, pragmatic and discreet adviser to his diverse client base. Harold is AV rated by Martindale -Hubbell Law Directory, the highest standard in attorney ratings for strong legal ability and high ethical standards, Harold practices in several areas with particular emphasis on transactional real estate and corporate matters including real estate and asset-based financing, acquisition and development, leasing, condominium and the design and implementation of ownership structures including partnerships and limited liability companies. 9 is the leader of the firm's retail development group, a multi -disciplinary, collaborative team of attorneys offering thoughtful and responsive industry -focused service with respect to all areas of retail development including acquisition, development, leasing, financing, land use/zoning, brokering and enforcement of the agreements related to same, for all forms of real estate offering a retail component. Having practiced law for almost 30 years, he specializes in the area of commercial real estate. Prior to his joining the firm, he led the Florida real estate practice of a large national firm and chaired its National Retail Development Group. He represents developers, investors, lenders and users of commercial real estate (institutional, mid-size and entrepreneurial clients) in the acquisition, financing, development, leasing and sale of shopping centers, office buildings, mixed-use projects, resort properties and single occupancy structures. He also specializes in preparation of restrictive covenants and operating agreements for commercial developments and analysis of title to real estate. bclplaw.com I A Global Law Firm 10 BRYAN CAVE LEIGHTU. 1P ON PAIS Tab 1: Basic Information Fee Structure Standard hourly rates for our proposed team members are as follows: bc1plaw.corn I A Global Law Firm 1 I BRYAN CAVE Tab 1: Basic Information LEIGH CON VPFAIS CFS BCLP has long been on the cutting edge of developing alternative pricing models for our clients and routinely works with clients to develop creative, mutually -beneficial alternative fee arrangements as appropriate for specific matters or for a set scope of work. We consider value, complexity, risk, and exposure specific to each matter. We would be happy to discuss with the City any number of the other alternative fee arrangements we have offered to other clients and which may be appropriate for individual matters or particular categories of work. Below are a few examples of alternative pricing models that we have successfully employed. Volume Discounts: A discount that increases based on agreed upon volume thresholds (i.e. volume discounts grow steeper as fees increase). When our preferred counsel role is significant and crosses several areas of law, our clients have been able to achieve significant cost savings. To achieve the best possible discounting structure for both the City and BCLP, we would need to have a better understanding of the volume of legal services required by primary area on an annual basis. Based upon the outcome of the selection process, we would work with you to refine our assumptions and the tiers and discounts accordingly. Fixed Fees: This approach is best when applied to matters that are frequent and readily definable as to scope and content, and for which BCLP and the client have a clear understanding of the, scope, have common expectations and assumptions as to the results, and when the results are highly predictable. We have experience with fixed fee arrangements for a variety of types of transactional matters. Due to the complexity of certain transactions, typically a simple fixed fee is not practical, except in certain unusual circumstances where a very high volume of transactions or multiple transactions of a similar nature are present. An alternative fee structure that we find useful is breaking down the typical transaction into component parts and pricing some of these components with a fixed fee. We can price other components of a transaction (which may be less subject to estimation and control) by another method, such as a composite rate or standard hourly rates. Fixed Fee with Safety Valve: BCLP has used this arrangement in larger matters when the client and BCLP share a clear understanding of the scope of the engagement and the expected outcome, but the "adverse" party's actions may have a significant impact on the scope of BCLP's involvement. In this arrangement, if the actual fee (calculated either at the close of the engagement or after a set period of time and equal to the actual hours multiplied by the City's discounted hourly rates) is below the fixed fee, the client pays only the actual fee. If the actual fee is more than a certain percent over the fixed fee, then the client reimburses BCLP for the overage at a pre-set rate. Blended Rates: A blended rate provides a single, overall weighted average rate, calculated for the time charged for all lawyers and, in some instances, legal assistants working on a particular bciplaw.com I A Global Law Firm 12 BRYAN CAVE LEIGHTONr PAIENEF2 Tab 1: Basic Information matter or set of matters. A blended rate can also be paired with other forms of alternative fee arrangements, such as collared fees and fixed fees with safety valves, where the blended rate applies if a matter goes above the collar or when a safety valve condition occurs. Modified Contingency Fee or Success/Penalty Fee; On occasions when a client desires to tie an expected outcome or objective to a fee structure, we can agree to enter into a modified contingency fee or success fee, If the results are better than anticipated, we receive a bonus or premium over the fee structure for the expected outcome. If the results are less than expected, our fees are calculated on a lower basis than for the expected outdome. In addition, a pricing model used with other of our larger clients ties a "success fee" component to BCLP meeting specific agreed-upon goals. In this example, the success fee is purely subjective and also serves as a performance meter for us. The City may choose to employ this type of arrangement when its in-house departments clearly see improvement in the coordinated delivery of legal services as well as savings beyond what they have been accustomed to receiving. bciplaw.com I A Global Law Firm 13 BRYAN CAVE PAISNER Tab 2:Background Information Tab 2.- Background Informatloij uo|plmmoom | xalobal Law Firm 14 BRYAN (CAVE Tab 2: Background Information I_ElPAILu Firm Overview Formed by the combination of Bryan Cave LLP and Berwin Leighton Paisner LLP, Bryan Cave Leighton Paisner is purposely structured in a way few other law firms are — as a fully integrated international team that provides clients with clear, connected legal advice wherever and whenever they need it. We offer a diversified and full-service global practice, as well as a commitment to innovative and technology -enabled client service. With 1,400 lawyers in 31 offices across North America (including Miami), Europe, the Middle East and Asia, Bryan Cave Leighton Paisner provides clients with legal advice, wherever and whenever they need it, Among other strengths, Bryan Cave Leighton Paisner offers our clients one of the most active global M&A practices; the world's 4th largest real estate practice; an international financial services practice present in all of the world's largest financial centers; and an international litigation and corporate risk practice with comprehensive global capabilities. We take pride in operating as "One Firm" across all of our global office locations. Each client is considered a client of the whole firm with access to the resources that will best serve their needs, and, as a result, our attorneys and staff routinely collaborate across offices and practice areas. The firm is also known for its relationship -driven, collaborative culture, its diverse legal experience and industry -shaping innovation, Notably, our firm has been recognized twice by the International Legal Technology Association as the "World's Most Innovative Law Firm" and was also ranked as the most innovative law firm in 2017 by Legal Business, due to our commitment to driving value by cutting spending, Improving predictability, and achieving better outcomes through the use of value -focused management practices. T(3-3'ETHER, WE WILL MEET THE GLOBAL NEEDS OF OUR CLIENTS vr- --tt' North Amfxlmi Moran 8.11[dof clu'Allotte ChlQ41gva colorodo sprloljG vollm Dellvm IrWnra J'Zrsori Olty Yanum.City LosArlamoul Miami Nee York Pho"nix Snn rfondsco st'wvlB weshinotoo lll� FF IF, .1 1 0 Working from 31 cyrfices around toe wood, 0L11' qdvice has touched countries throughout the Americas, Asia, Europe, the Middle Feist and Arrico, 7 ftfln Sruml'q Frar'10(ja Homburg Wridom, mordm3ter mcric"CM, 1,10610 Asha Bolling Hong Kong 61nocipom HIddle Mast Abu Dhahl Dubd Tel Aviv JJ belplaw.com I A Global Law Flrrn 16 BRYAN CAVE LEIGHTON Tab 2: Background Information hdnlaw.nom |xGlobal Law Firm 17 Bryan Cave Leighton Paisner has extensive experience in connection with the development, leasing and operation of stadiums, arenas and other' event venues and with in'frastructur'e rncitters, We are considered one of the leading law firms in the world, and are the top ranked law firr'n in the United Kingdom, across real estate law, Including with respect to a varie't'y of planning, construction, commercial and litigation matters. With significant expertise across the United States, in the United Kingdom and across Europe, Asia and the Middle East, we have the expertise necessary to handle all aspects of these projects, having served as lead counsel in connection with a number of high profile event venue projects around the world, Representative engagements we have handled include the following; STAPLES Center (Leas Angeles). We served as lead counsel to the developer of STAPLES Center, handling all aspects of the project, frorn real estate acquisition and rezoning to narning and sponsorshl[D rights and financing. STAPLES Center is home to the Los Angeles Lakers, Clippe.rs, Kings, Sparks and Avengers and has hosted such high profile events as NBA and NHL All Star games, World championship boxing boats, the Grammy Awards, the 2000 Democratic National Convention, the 2002 U,S, Figure Skating Championship, the X Games, the Summer WTA "Ibur Championships, the Pac.-10 Conference basketball tournament and concerts starring U2, Paul McCartney, the Eagles, Madonna, Bruce Springsteen and others. Situated on nearly 40 acres in downtown Los Angeles and adjacent to L.A. Live entertainment distr'ic't, STAPLES Centers boasts nearly five million sgr_iare feet of entertainment and office space. The 02 (Landon). We served as lead counsel to the developer of The 02 Arena and the related entertainment district, handling all aspects of the project, including negotiating and supervising a joint bid with a consortium to negotiate with the UK government for an ornbitious plan to redevelop The 02 and rezoning, infrastructure development and lease negotiations, The 02 has become one of the most papular venues in the world, featuring entertainers surh as Prince, Metallica, the Spice Girls, the Police and Bon Jovi, and hosted various 2012 Olympic OWEints, The 02 World Arenas (Germany), We served as lead counsel to the developer' of The 02 World Arena and the related entertainment district, handling all aspects of the project, including site selection and acquisition, environmental due diligence, rezoning, demolition, infrastructure, development and lease negotiations. The 02 World Arena is home to Berlin's professional hockey and basketball teams and hosts such high profile events as the European skating championships, European gymnastics events, World championship boxing events and world class concerts. FA National Football Centre at St. George's Park (London). Over a period of three years, a cross -practice tearn advised on various legal aspects relating to the design, procurement, planning, financing and operation of the FA's National Football Centre at St, George's Park, St. George's Park is seers as integral to -the future of -the FA, driving elite performance in football (soccer) in England and Wales, and the heartbeat of Club Lindland for years, We also advised the St. George's Park board or) the procurement and financing s'tra'tegy for this strategic, development, comprising leisure, medical and hotel facilities. bdipla w.corn BRYAN CAVE PAISNER omAwomE LCIGvnON PAISNER LLP SPORTS AND WEw vI"Nu xCALESTATE, mpmmrmuaron AND OPERATION pmAcric The Colosseum at Caesars Palace (Las Vegas). We served as lead counsel to the presenter ofCeline Dion'shighly successful musical extravaganza, "ANewDo8^ for which the venue was npeoifioo|lybuilt and negotiated the highly complex transactions under which Caesars Palace bLlilt'Fhe Colosseum. In addition toth e Celine. Dion show, The Colosseum has hosted Bette Midler, Elton John, Chc7,,r a nd other top drawer talent. The StubFlub Cente,[f/k/a Home Depot Center] (Carson, CA). We served as lead counsel tothe developer ofThe StubHubCenter, handling all aspects ofthe project, from real estate tonomingand sponsorship rights, The StubHubCenter includes state -o -the-art spectator and training facilities for professional, amateur cnd Olympic events and athletes and is the home of the Los Angeles Golaxy, the 2011 and 2O12Major League Soccer (MLS)champions, ondChivas USA, 0_1 - W_ W Beaver Creek Resort (Vail, CO).For more -than 20 years, we have served muprincipal outside Counsel to the developer of the Beaver Creek Resort near Vail, Colorado, In that capacity, we supervised the acquisition and land use planning for Beaver- Creek, wrote all the land use documents for this complex resort, obtainedthe necessary zoning approvals, supervised the registration of the sale of resort properties in multiple jurisdictions and were involved in the development of a major hotel and nume-,rous l-MobileArwna Wk/oLas Vegas Arena] (Las V*gms).VV*served cmlead counsel to the developer of"F-Mobile Arena in connection with the construction (Ind permanent financing of the arena.This arena - a stato-of-the-art, 20,000 -seat multipurpose evsntoenteruponaomc1byAEGondMGMRennrts|ntemotiono|-oponedinApri| 2Ol6.the homoofthe Vegas Golden Knights NHL club and the site ofnumemuu entartninmentevents such cis oonuo/toand other sportingeve ntn. Various Stadiums and Event Venues In St. Louis, MissouH.Bryan Cave LeigNonPaianer has advised in connection with the development, financing, leasing and/or operation of several stadiums, orencis, golf courses, race tracks and other event venues located in St. I ouis, Missouri, including the following: .- ... . ...... --- - -- BRYAN BRYAN CAVO: LCIGr ITON PAISNER LLP SPOWS AND EVENT VENUE, REAL ESTATE, INrRAS'I RUCTURE AND 0P1. Nr10N PRACTicl CAVE LEIGHTONI° PAISNER Various Other Stadiums and Event Venues, We, have advised in connection with the development, financing, leasing and/or operation of several other stadiums, arenas, golf courses, race tracks and other event venues, including the following: Other Select Representations Over 400 of our lawyers from 13 different legal discipliner acted on over'130 different legal projects for the Olympic Delivery Authority in the build -Up to the 20"12 London Olympic & Paralympic Games, including significant sports and event venue real estate, infrastructure and operation matters Involved in some of the biggest and most innovative infrastructure and development schemes across the UK, including the Shard, Liverpool One, the Olympic Park, 20 Fenchurch Street (the "Walkie Talkie') and the Milleniurn Dorne Advised in relation to the development, redevelopment or relocation of stadiums for multiple Premier League and Championship football (soccer) clubs Recently advised on the development, relocation and construction of new stadiums or related infrastructure, including mixed-use venues in four different sports, including work ranging from inception and planning to compulsory purchase, construction, opening and operation In -three recent instances, advised at governmle°rtal or sport governing body level on the strategic planning required to support major events or important national sport infrastructure in the UK Represented Delaware North Companies, Inc. in connection with various concession, food and beverage, catering, merchandise and other agreements involving professional sports teams in each of Major l..eagUE) Baseball, Major. League Soccer, the National Basketball Association, the National Football League; and the National Flockey League Advised multiple professional sports teams and other clients in connection with concession and retail agreements OUR TEAM Our Sports and Event Venue Real Estate, Infrastructure and Operation teary) consists of lawyers across the United States, in London and across Europe, Asia and the Middle East, with signifcartl experience in all aspects of sports and event venue development, leasing and operation and with various infrastructure projects, For additional information, please contact our team leaders: Ryan Davis Matthew Peel Graham Shear Steve Smith Marc Trottier +1314 259 2818 +44 (0) 20 3400 4214 +44 (0) 20 3400 4191 +1719 3818457 +44 (0) 20 3400 4072 rsdavis@bciplawcom matthewpeel@bdplawcom grahamshe;ar@bclplowcom stPve,.smith@bdpiclwcom maic..trattier,wbclplawcor About Bryan Cove Leighton Paisner With 1,600 lawyers in 32 offices ocrass North America, Europe, the Middle East. and Asia, Dryan Cove Leighton Paisn,)r LLP is ca fully integratad global law firm that provides, clients with connected legal advice, wherever and whenever they need it, The firm L; known for its relotionship-driven, collal,'jorative rulturH, diverse legal experience and IndUSI'ay-srxrpinq innovation and offers clients one of the most active M&A, reel estate, financial servlces,, litigation and corporate risk practices In the world. BRYAN CAVE LEIGHTON r� F'AINER Tab 2: Background Information bciplaw.com I A Global Law Firm 21 Bryan Cave Leighton Poisnarisoleader |nnaming rights and sponsorship transactions, representing both sports and entertainment prop ertieeand corporate sponsors, NAMING RIGHTS With naming rights representations with an aggregate value in excess of $2.5 billion and significant experience on both the sports and entertainirrient property and the sponsor side, we are arnong the most active law finnuinthe world in nominghghtstnznouotionx.VVehovebeenotthetob|efbronumbavofthe|orgestnom|ngrightodmz|uinhistory,imduding one ofthe largest known nom|ng,rights deo|oneoohoideofA1|ontio|nthe$4OOmi||ionnomingrigNsogreementfbrCiti Field in New York and the 15 year agreement to ronarne the London Millenium DOITIO tOThe 02, as well as the nan'll!"Ig rights deal for the Dolby'rheatre, hori-ie ofthe Academy Awards, and the Johnson Controls Hall of Fame Village adjacent tothePmFootboUHoUofFome.Repnaoontativenomingr|ghtuengogementswehuvehond|edino|udathefo||mwing: Naml R ippns- h P Bryan Cave Leighton Poisnarisoleader |nnaming rights and sponsorship transactions, representing both sports and entertainment prop ertieeand corporate sponsors, NAMING RIGHTS With naming rights representations with an aggregate value in excess of $2.5 billion and significant experience on both the sports and entertainirrient property and the sponsor side, we are arnong the most active law finnuinthe world in nominghghtstnznouotionx.VVehovebeenotthetob|efbronumbavofthe|orgestnom|ngrightodmz|uinhistory,imduding one ofthe largest known nom|ng,rights deo|oneoohoideofA1|ontio|nthe$4OOmi||ionnomingrigNsogreementfbrCiti Field in New York and the 15 year agreement to ronarne the London Millenium DOITIO tOThe 02, as well as the nan'll!"Ig rights deal for the Dolby'rheatre, hori-ie ofthe Academy Awards, and the Johnson Controls Hall of Fame Village adjacent tothePmFootboUHoUofFome.Repnaoontativenomingr|ghtuengogementswehuvehond|edino|udathefo||mwing: BRYAN BRYAN CAVE LEIGI ITON PAISNER LLP NAMING RIGHTS AND SPONSORSHIP PRACTICE CAVE LEIGHTON J1 a�p PAISNER , SPONSORSHIPS RecoCjnized as one of the leading sports sponsorship practices, we have significant experience on both the sports and entertainment property and the sponsor side, having negotiated significant sponsorships of 01yrnpic events, professional sports teams, athletes and events. Representative engagements include: National Governing Body Sponsorships Advised National Governing Bodies and various corporate sponsors in connection with a variety of sponsorship matters, including USA Basketball in its rnarketing and licensing deal with the NBA covering the 2008-2016 Men's and Wornen's Olympic Basketball Teams. Professional Sports Event Sponsorships Negotiated Arneriquest's Super Bowl Halftime "I"itle, Sponsorship, sponsorship of the NF'L Pro Bowl, NFL Pro Bowl balloting and NFL Kickoff weekend and MLB All-Star balloting and licensing agreement with Major League Baseball. Represented Bellerive Country Club in connection with the hosting of the 2008 BMW Championship and tho U.S, Senior Open. . Repres(-mi:ed the spansc.)i of on(-..) of Europe's largest city cyc:k­(-sharing systems, International Football Club and Athlete Sponsorships Represented various sponsors in relation to arrangements with international football club personalities, club shirt and stadium sponsorships. Advised a number of leading international football (soccer) Club stars in connection with their sponsorship activities, including Gareth Bale, Other Professional Sports Team Sponsorships Counseled both teams and corporate sponsors in connection with sponsorship transactions involving teams in Major League Baseball, the NBA, the NFL and the MI..., including the following: *4PqRRt0e OUR TEAM Our Naming Rights and Sponsorship team consists of lawyers across the United States and in London, with significant contractual and intellectual property experience. For additional inforr'nation, please contact our tearn leaders: Ryan Davis Marcus Pearl Graham Shear Steve Smith +1314 259 281B +44 (0) 20 3400 4757 +44 (0) 20 3400 4191 +1719 3818457 rsdavls@bclplaw.com i-ncii-cus.peai,l@bclplciw.coi-n graliam.shearl@bclplawcom steve.smith@bclplaw.coni About Bryan Cave Leighton Paisner With over 1,400 lawyers in n) ofrices ocross North America, Europe, the Midc*A Rist and Asia, Bryan rovo Leighton Paisner LLP is a fully integrated global law f`irrn that provides clients with connected legal advice, wherever and whenever they need it. The firm is known for Its collaborotivo culture, diverse legal experience and industry -shaping Innovation and offers clients one of the most. active M&A, rc-,,ol estate, finanuol services, litigation and corporate risk pacrices In the world. BRYAN CAVE LEIGHTON�° PAISNER Sports and Event Financing Brochure Tab 2; Background information bciplaw.com I A Global Law Firm 24 Bryan Cave Leighton Paisner has extensive experience in connection with complex financing projects in the sports and entertainment industry Our -Learn has been involved with $orae of the rnost high-profile financing projects across the United States, in the United Kingdom and across Europe, Asia andthe Middle East. Our experience covers virtually every type of complex finance transaction required in sports and entertninrnent, including club acquisition finance, complex •financial restructurings and insolvency advice, Ioan sales, securing regeneration grants, stale aid and the public market listing of a sport business, as well as financing of future cash flows and receivables related to naming rights and sponsorship fees, ticket and broadcast revenues, corrrmer-cial arrangements and installments of player transfer payments, We have a long tradition of acting for major financial institutions that are active in sport, and we apply our expertise to clubs and companies in areas such as banking, acquisition finance, restructuring and insolvency, real estate finance, refinancing and structured finance in the United States and in multiple European and South American countries, and, among our team of over 70 finance lawyers in the United Kingdom alone, we believe we are the UK's leader in sports finance, Among others, the Bryan Cave Leighton Paisner Sports and Entertainment financing learn has handled the following representative rnatters: • Advised on oven U.S. $400,000,000 of financing deals in international football (soccer) in 2011 alone Acted for a lender on a significant portfolio of financing transactions involving international football (soccer) clubs in Spain and Germany, with the Spanish transactions involving the acquisition by the lender of the rights to future broadcast payments by forward funding the amounts at a discounted rate Represent numerous Premier League clubs in connection with a large amount of receivables finance work Represent numerous clients in connection with international football (soccer) club player transfer installment financings involving sorrie of the largest transactions in international football (soccer) • Acted on acquisition financing and refinancing for two current Premier League clubs Acted on the financing of the redevelopment of Wembley Stadium, investigating title; and ensuring adequacy of rights for the stadium development and operation Over a period of three years, advised on various legal aspects relating to the financing of the FA's National Football Centre at St, George's Park in the UK, including advising the St, George's Park board on the financing strategy for this strategic development, comprising leisure, medical and hotel facilities (CONTINUED NEXT PAGE) Represented property owner in connection with) a financing trcAnsaction with Goldnnan Sachs related -to the property owner's rights to a nearly $150,000,000 naming rights and sponsorship fee payrnent stream Represented Las Vegas Arena Owner (a joint venture of affiliates of MGM Resorts and Anschutz Entertainment Group) in connection with the $200,000,000 financing of the T-Moblie Arena in Las Vegas • Represented Anschutz Entertainment Group and its affiliates in connection with the $70,500,000 financing of BBVA Compass Stadium (senior secured loan facility, tax increment revenue zone financing, and new market: tax credit financing) in I-louston Represented Anschurtz Entertainment: Group and its affiliates in connection with the £130,000,000 senior secured loan facilities from Eurohypo AG with respect to the 02. World Arena In Berlin, Germany • Represented Anschutz Entertainment Group and its affiliates in connection with the ,655,000,000 senior secured loan 'facilities frown Eurohypo AG with respect to the Color Line Arena in Hamburg, Germany Represented Anschutz Entertainment Group and its affiliate=s in connection with the $281,000,000 and x•105,000,000 senior secured term loan facilities with respect to The 02 Arena in London, England licIplaw.co o BRYAN CAVE LEIGHTONI° PAISNER Represented Anschutz Entertainment Group and its affiliates in connection with the $30,000,000 senior secured loan facility from Wachovia Bank, National Association with respect to the Sprint Center in Kansas City, Missouri Advised a secured creditor on the consensual financial restructuring and sale of Reading Football Club to a Thai consortium and acted on the provision of additional bridge finance to ensure that the Club could rneet various payment deadlines and to provide working capital • Represented a major St. Louis performing arts venue in connection with permanent financing in addition to site acquisition, construction contracts, construction and permanent leasing • Represented developer of The Stubl-lub Center in Carson, California, handling all aspects of the project, including financing as well as the related restructuring Represented developer of STAPLES Center in Los Angeles, California, handling all aspects of the project, including financing as well as the related restructuring OUR TEAM [BRYAN CAVE LEIGHTON PAISNER LLP SPORTS AND EVENT FINANCING PRACTICE Represented St. Louis Blues Hockey Club in connection with NHL credit facility Represented the (_os Angeles Angels of Anaheim in connection with their credit facility Representation of owner of sports arena in $160,000,000 senior secured syndicated revolving and term loan credit facilities Representation of sports and entertainment company in $78,500,000 stadium co -financing Representation of sports and entertainment company in $130,000,000 combined senior secured revolving and term credit facilities for sports arenas, secured by equity interests and other personal and real property Acted for Rio Football Services Hungary KFT in bringing a multi-million Euro claim in the High Court of London against Seville Football Club to enforce the terms of a financing agreement relating to a professional football (soccer) player Our Sports and Event Financing tearn consists of lawyers across the United States and in London, with significant experience in all aspects of financing projects in the sports and entertainment industry. For additional information, please contact our team leaders; Ryan Davis William Holland Graham Shear +1314 2S9 2818 +1303 866 0472 +44 (0) 20 3400 4191 rsdavis@bclplawccm williarnholland@bclpiawcorn graham.shear@bdplaw.com Steve Smith Marc Trottier +1719 3818457 +44 (0) 20 3400 4072 steve.smith@bclplavvcom marc.trattier@bclplawcorn About Bryan Crave Leighton Paisner With 1,600Inwyers in 32 offices across North America, Europe, the Middle East and Asia, Bryan Cave Leighton Paisner LLP is a fully integrated global law firm that provides clients with connected legal advlce, wherever and whenever they need it. The firm is knows i for its relationship -driven, collaborative culture, diverse lecgni experience and industry -shaping innovation and offers clients one of the most active M&A, real estate, financiol services, litigation and corporate risk practices in the works. RIONSIXam C 2ant Miller- Attorneys at Lawn SunTrust International Center ki 1 S.E. 3rd Avenue ive Suite 2200 Miarni, FL 33131 Tel 305.374-.734-9 Fax 305.374.0895 wwV V1',bjn o 1 aw. co tTl April 12, 2019 Via Electronic Mail Only (bmin@miamigov.com) City of Miami Office of the City Attorney c/o Barnaby L. Min 444. SW 2nd Ave., Suite 945 Miami, FL 33130 RE: Melreese Country Club Letter of Interest Dear Mr. Min.: Bryant Miller Olive P.A. ("BMO") would be pleased to assist the City Attorney in the negotiation and legal review of contract documents for the lease of the City of Miami, Florida (the "City") owned property known as Melreese County Club regarding the development and construction of a soccer stadium, commercial facilities and retail complex (the "Project"). Assisting the City Attorney would be the latest example of BMO's involvement with bringing major sports programs to Florida over our nearly 50 -year history. As you are aware, BMO assisted the City with the negotiations for the Miami Marlins stadium project, attending meetings, drafting and reviewing many of the pertinent documents, and we were subsequently appointed Bond Counsel on the financing. Our Experience. BMO's experience representing Florida governments on professional sports stadium- and arena -related projects includes: City of Miami (Miami Marlins) City of Bradenton (Pittsburgh Pirates) City of Clearwater (Philadelphia Phillies) City of Dunedin (Toronto Blue Jays) City of North Port (W. VillagQs Improvement Dist.) (Atlanta Braves) City of Orlando/Orange County (Orlando Magic) City of Sarasota (Baltimore Orioles) City of St. Petersburg (Tampa Bay Rays) Atlanta - Jacksonville 9 Miami e Orlando 4 Tallahassee - Tampa 9 Washington, D.C. Mr. Barnaby L. Min April 12, 2019 Page 2 of 6 Charlotte County (Tampa Bay Rays) Hillsborough County (Tampa Bay Buccaneers, Tampa Bay Lighting, and NY Yankees) Indian River County (Los Angeles Dodgers) Lee County (Boston Red Sox and Minnesota Twins) Miami -Dade County (Miami Dolphins) Osceola County (Houston Astros) St. Lucie County (NY Mets) In addition to our experience on professional sports projects, BMO has represented higher education clients develop stadiums and arenas. For example, BMO represented Florida Atlantic University on the Innovation Village Stadium project, which included construction of a 30,000 seat stadium. BMO represented the University of Central Florida in the construction of a football stadium and related retail facilities on their main campus. Also, BMO represented Florida International University (FIU) in development of its football stadium and negotiated a Use and Capital Funding Agreement on behalf of FIU with a pro -soccer league. lin Tallahassee, where Florida State University teams play in an arena shared with professional franchise teams, BMO represented a city/county public authority on a project to renovate the shared public arena. BMO's experience with complex infrastructure projects goes beyond stadiums and arenas. For example, we represented Broward State College on its Southwest Broward Campus project, undertaken jointly with FIU. The college owned nine acres of undeveloped land on the southwest side of the county. The college planned to construct an 80,000 square foot building on the property, and to share its use with FIU. The college wanted a hedge against the possibility that in the future it may not need a campus in that location, and it did not want to tie up its limited capital improvement fee in the project. The college and FIU leases were for only 20 years, while the developer's ground lease was for 45 years. BMO negotiated all necessary project documents, including leases, which were not only accepted by the developer but also approved by the Chancellor's office of the State College System and the Florida Division of Bond Finance. While we are not accountants, we are familiar with the applicable accounting rules and often work with client's in-house counsel, accountants, and auditors to confirm the treatment of project relationships. BMO also represented Broward State College in redeveloping college -owned property in downtown Fort Lauderdale. Working with the college's infrastructure advisory group, BMO negotiated and documented agreements, including leases, pursuant to which the developer will develop, finance, construct, operate and maintain an office building on the property, with approximately 375,000 square feet and approximately 10,000 and 17,000 square feet for retail space, a parking garage, and covered outdoor plaza space having an area of approximately 5,400 square feet, together with other site improvements. The revenues generated from the Bryant Miller Olive P.A. Melreese Country Club Letter of Interest Mr. Barnaby L. Min April 12, 2019 Page 3 of 6 ground rent will provide the college with operating capital for the 99 years of the ground lease. Another major campus redevelopment project was for the University of South Florida (USF). The project goal was a complete design, build, finance, operate, maintain, and manage structure. USF sought to shift to the developer the construction risk of five student housing buildings, a wellness center and a dining facility. In addition, a key element of the project was also to shift to the developer the life cycle risk of each of the buildings. BMO represented USF in negotiating and documenting multiple agreements, including leases, with particular effort spent on shifting everything other than daily maintenance responsibilities to the private developer. This all private equity funded P3 project recently won the 2018 Best Education Project by P3 Bulletin Magazine. One of BMO's more complex engagements was on behalf of the South Florida Water Management District (SFWMD). Along with the State of Florida, Department of Environmental Protection (DEP), SFWMD approved a plan to acquire from U.S. Sugar 73,000 acres of property within the Everglades ecosystem. SFWMD planned to lease property back to U.S. Sugar, which would manage it under heightened environmental standards and gradually take acres out of production over time. Working closely with SFWMD and DEP attorneys, BMO completed all of the necessary due diligence and negotiated all project leases and other documents. Over intense opposition from competitors of U.S. Sugar, the Supreme Court of Florida ultimately validated all material terms of this $650 million project. See Miccosukee Tribe v. S, Fla, Water Mgt. Dist., 48 So. 3d 811 (Fla. 2010). As Florida's preeminent public finance firm, BMO naturally has extensive experience and credentials with regard to the tax and finance aspects of public infrastructure projects. Over our nearly 50 -year history, however, BMO has grown to meet clients' demands for other specialized project -related legal resources, including real estate services. Typically, our public clients are obtaining financing for a particular project. In addition to responsibility for bond documents, BMO often assists clients with other project documentation, which must be structured in a manner that preserves the tax-exempt treatment of the financing. For example, when Indian River County originally developed "Dodger Town," BMO acted as special County Attorney and handled all project -related transactions, including leasing. BMO's real estate expertise is not limited to preserving tax-exempt status of project financing. Many projects involve taxable financing, and it is equally important to protect clients' interests in all related transactions. For example, on the Broward College Southwest Broward Campus project, BMO negotiated all documents, which included the ground lease agreement with the developer, the master operating lease with the developer, and a sublease with the developer. Because the developer financed the project with proceeds of a loan with an insurance company, BMO negotiated the terms of a leasehold mortgage and the required subordination agreements, standstill agreements, and other collateral and security agreements required by the lender. Bryant Miller Olive P.A. I Melreese Country Club Letter of Interest Mr. Barnaby L. Min April 12, 2019 Page 4of6 The Team. This comprehensive, client -focused approach to every project is a key advantage to working with BMO. Too often, many attorneys or their clients minimize resources on a project, out of concern for cost. By contrast, BMO's philosophy, codified in our core values, is to assign a team of lawyers with complementary skills, expertise, and experience to a client in order to provide the highest quality and most responsive service. Unlike many of our competitors, BMO attorneys are not compensated based upon an "eat what you kill" approach, and it is not our custom to increase our transaction fees based upon the number of attorneys participating in a transaction. This approach ensures that an attorney familiar with the transaction or issue is always available to respond to the client's needs. Furthermore, this encourages our attorneys to continuously collaborate with the client and with each other throughout the representation. We take the same team approach when working with other outside advisers that a client often engages on a complex project (e.g., financial adviser, real estate consultants, design professionals, etc.). The Office of the City Attorney can rely on every BMO lawyer to help protect the City's interests and to help the project succeed. We invite you to review firm details on our website (www.bmolaw.com). To lead the engagement, BMO will designate JoLinda Herring, who is based in Miami and who will actively manage and participate in the project. She will be assisted by Ken Artin, Charlie Cooper, and Nailah Tatum. Brief biographical sketches of the lawyers follow: ToLinda Herrin. Ms. Herring's practice has been dedicated to municipal law and governmental tax-exempt financing since joining BMO in 1996. She has served as counsel to numerous governmental entities, including Broward County, Miami -Dade County, Palm Beach County, the City of Miami, the City of North Miami, Housing Finance Authority of Palm Beach County, Housing Finance Authority of Miami -Dade County, and Sunshine State Governmental Financing Commission. She was instrumental in creating the Florida Municipal Loan Co -,uracil and the Florida Rural Utility Financing Commission and currently serves as bond counsel to both entities. Before attending law school, Ms. Herring obtained an M.B.A. with an emphasis on finance. Kenneth Artin. Mr. Artin has been actively practicing law since 1986. He has represented federal and local government agencies, municipalities, counties, public and not-for- profit colleges and universities, and special taxing districts as bond counsel, disclosure counsel, and special counsel. He has extensive experience with infrastructure development projects, including stadiums and arenas. Mr. Artin is well-regarded by sponsors and lenders participating in public private partnerships, including lease -purchase financings. Bryant Miller Olive P.A. Melreese Country Club Letter of Interest . Mr. Barnaby L. Min April 12, 2019 Page 5of6 Charles Cooper. Mr. Cooper is a Florida board certified tax lawyer with extensive experience in commercial real estate and business transactions. Itis commercial real estate experience includes representation of sellers, purchasers, lenders and property managers in a variety of areas, including negotiating contracts in connection property acquisitions and financing of commercial real estate projects (including acquisition and construction loans); refinancing, and preparing (i) commercial leases, (ii) "like kind" exchange documentation, (iii) covenants and restrictions for commercial centers and subdivisions, (iv) owners' agreements, and (v) organizational documents for property owners' associations. Mr. Cooper also has extensive experience representing and advising clients in all phases of their business ownership, from formation through the operations and sale, merger or dissolution stages. Nailah Tatum. With dual J.D. and M.B.A. degrees, Ms. Tatum focuses on real estate and business law and understands the complex connectivity among clients' business and legal needs. She has more than a decade of experience handling complex commercial real estate transactions, including assisting clients in the development, purchase and sale and leasing of significant commercial and industrial properties, assisting with land use and zoning issues, representing local governments in contracting and construction matters, and advising clients on policy and regulatory compliance. Ms. Tatum represented a national commercial real estate development company on a lease amendment between the City of Philadelphia and Comcast Spectacor for the development of Xfinity Live!, the dining and entertainment component of the South Philadelphia Sports Complex. Conflicts. BMO currently serves as legal counsel to numerous counties, municipalities and special districts throughout Florida. We limit our practice in order to minimize conflicts to our local government clients. One of the greatest benefits of having a singular practice area of local government law with public finance law expertise is that the potential for conflicts of interest is greatly reduced. Historically, BMO has not represented clients whose interests are adverse to local governments. Doing Business with Cuba. BMO is not engaged in nor does it conduct any business with or within Cuba, in contravention to any state or federal laws. Familiarity with the City. BMO has worked with the City for over 18 years and we are familiar with the City, its Charter and Code, as well as its practices. We will work with the Office of the City Attorney like we are an extension of such office and will continually advise and seek agreement on all strategies and discussions during the negotiations. Our office is located in the City, very close to all City administration offices, and would be available on short notice to attend in person meetings. Bryant Miller Olive P.A. Melreese Country Club Letter of haterest Mr. Barnaby L. Min April 12, 2019 Page 6 of 6 We appreciate the opportunity to express our interest in assisting the City Attorney with the Project. We would be glad to provide you with additional information on the firm and/or appear in person before the City Commission to further describe our interest in and qualifications for serving the City. In the meantime, if we can answer any questions regarding our qualifications or experience, please don't hesitate to call me at (305) 374-7349. Sincerely, BRYANT MILLER OLIVE P.A. "oLindaHerring Bryant Miller Olive P.A. Melreese Country Club Letter of Interest COLE, SCOTT & KISSANE BUILDING 9150 SOUTH DADELAND BOULEVARD, SUITE 1400 P.O, BOX 569015 MIAMI, FLORIDA 33256 TELEPHONE (305) 350.5300 FACSIMILE (306) 373.2294 WEBSITE Www,csklegal.00m MIAMI -WEST PALM DMf.N.TAMPA•KP.Y WEST -FT. IAVDF.RDALEWF.ST•NAPLES- JACKSONVILLE -ORLANDO-PENSMOIA-DDNITA.PMNDE-FIIUDERDALE EAST DIRECT LINE (305) 350-5344 OF COUNSEL EMAIL paul,lester@csklegalmm April 5, 2019 VIA OVERNIGHT MAIL Victoria Mendez, Esq. City of Miami Office of the City Attorney 444 S.W. 2nd Avenue, Suite 945 Miami, FL 33130 Re: Request for Letter of Interest of Outside Real Estate Counsel concerning Lease of City of Miami, Florida, owned properties, including Melreese Golf Course Dear Ms. Mendez: It is our pleasure to respond to your request for letters of interest from outside real estate counsel to assist the City of Miami with certain leasing and other related real estate projects. We refer you to our website -- www,cskle ag l.com -- for a description of our Miami based lawyers and our overall practice. The key members of our real estate team that would work with the City on this interesting assignment would be Paul A. Lester, Kevin Schumacher, and Cody German all of whom bring years of varied and complementary legal expertise to the proposed leasing and other real estate activities of the City. Resumes for myself and Messrs. Schumacher and Gern-ian are enclosed. As you can see, we have a diverse practice with our office headquarters having been in Miami -Dade County since the Film's formation some 20 years ago, While we are the largest single law firm in Florida, we strive to maintain personal specialized services in all of our areas of practice. Iri this regard, Paul A. Lester, our Firm's senior real estate lawyer, has 40 years of real estate transactional and regulatory experience in south Florida, including all kinds of commercial real estate and corporate transactions, In fact, his first transaction as a young associate at a Brickell Avenue law firm was handling title examination and conveyance of a golf course which was being closed by a City in Broward County (quite a task examining title hole by hole!). Mr. Lester also has experience representing Miami -Dade County in leasing work involving the Seaquarium and other real estate projects involving Broward County (two recent multi-million April 5, 2019 Page 2 dollar purchase transactions), along with numerous transactions involving other counties and industrial and health financing authorities in Florida in municipal bond financing matters. Lastly, Mr, Lester has significant experience over the past 35 years as a business principal in various real estate projects including numerous shopping center and commercial warehouse projects—both of which involved extensive leasing and bank financing expertise— and in the acquisition and disposition of many thousands of multi -family apartment units in Florida and elsewhere in the southeastern United States. In addition to their commercial transactions background, Messrs. Schumacher and German also both have real estate expertise in a litigation context (including lender financing and mechanics lien work). Mr. Schumacher is also the primary contact at the Firm for the representation of Broward County in a number of multi-million dollar acquisitions including title examination and the issuance of title insurance and works closely with the Broward County Attorney's Office and their staff. For such a large Firm, our hourly rates are relatively low to accommodate municipal clients. We would charge $100 per hour for paralegals, $175-$225 per hour for associates, and $275-$390 per hour for partners, all depending on the level of experience of the lawyers in question, Municipal clients such as the City of Miami would be charged at the above discounted rates in consideration of the opportunity for the Firm to continue and expand its governmental transactional work, On a per project basis, we are also amenable to fixed fee work if that made best sense to the City (exclusive of filing and search fees and other out of pocket costs). We thank you for allowing us to submit this letter of interest and look forward to working with the City of Miami on the referenced proposed real estate projects. Of course, we would be pleased to meet with you at your convenience to further discuss our interest in serving as legal counsel to the City of Miami on this matter. Sincere , Paul . Lester, euunsel Enclosures cc: Frances P. Allegra, Esq. Cody German, Esq. Kevin Schumacher, Esq. Richard P, Cole, Esq, COLE, SCOTT & KISSANE, P.A. COLE, SCOTT & KISSANE BUILDING - 9150 SOUTH DADELAND BOULEVARD -SUITE 1400 -P.O. BOX 660016 -MIAMI, FLORIDA 33256 - (305) 360-5300 - (305) 373-2294 FAX TTORNEY PROFILE Paul Lester obtained his Bachelor of Arts Degree with highest honors (history major) and earned admission to Phi Beta Kappa from the University of Rochester, Rochester, New York, in 1971. Mr. Lester was the captain of his college wrestling team, among other college activities, He obtained his Juris Doctor Degree from the University of Pennsylvania Law School in 1974 and was admitted to the Pennsylvania Bar in 1974, the District of Columbia Bar and the Florida Bar in 1975, and the Massachusetts Bar in 2003. From 1974 to 1977, Mr. Lester was a Staff Attorney and then Assistant to the Director of the Buerau of Consumer Protection at the Federal Trade Commission in Washington, D.C. He returned to South Florida in February of 1977 and has been in private law practice since then in commercial transactions (real estate, corporate, municipal finance, banking, trade regulation, employment, franchising, and related commercial practice), He has worked at Greenberg Traurig, Broad and Cassel, and as Of Counsel to Adorno & Yoss, P,A,, as well as two law firms in which he was a co-founder, most recently Fieldstone Lester Shear & Denberg, LLP (1991 -- 2008). Mr. Lester is presently Of Counsel to Cole Scott & Kissane, RA., a multi -Florida office litigation firm, In addition to practicing real estate and related commercial law, in the late 1980's, Mr, Lester was part of an investor group which owned and managed approximately 500,000 sq, ft, of strip shopping center space, including origi- nal construction of a 225,000 sq, ft. shopping center, and in addition approximately 250,000 sq, ft, of warehouse space —in Miami -Dade County. From 1999 through 2007, Mr. Lester was a (co-founding) partner in Landmark Residential, which served as the sponsor and manager of approximately 11,000 multi -fatally units in Florida, Ala- bama, Georgia, Texas, and North Carolina, as well as being a co -venturer with Paramount Companies of Florida of approximately 5,000 condominium conversion units in Florida, Georgia, and South Carolina, These ventures involved over $1,5 billion in real estate transactions, with over 70 project acquisitions and involvement with most major national and regional money center real estate banks, and governmental (Fannie Mac and Freddie Mac) and private real estate multi -family lenders. In addition to his transactional law practice, Mr. Lester remains involved in continues to concentrate on entrepreneurial real estate and corporate business opportunities. Mr. Lester has published several articles in legal journals, was a national editor of the ABA Franchise Law Journal, and lectures at continuing legal education seminars. He has been listed in the "Redbook" of nationally recognized Bond Counsel since 1983 and is a title agent for Chicago Title Insurance Company and Old Republic Title Insur- ance Company (Attorneys Title Insurance Fund, Inc,) He has been rated AV by the Martindale -Hubbell Law Direc- tory for over 25 years. Mr. Lester is also active in banking, He was a founding Director, shareholder, and legal counsel to the Batik of Coral Gables, a local community Bank which has recently been acquired by a large private Chicago based banking group. Mr, Lester has involvement with a variety of South Florida civic organizations, He formerly served on the Board of Directors of the Melissa Institute For The Prevention And Treatment Of Violence, and the Civil Rights Committee of the B'Nai Brith Anti -Defamation League. Since 1981, he has served as the Chairman of the Board of Directors of the Miami Northwest Express Track Club, Inc., a §501(c)(3) organization which has won several national youth urge track competitions, and two of whose alumni, Bershawn (Batman) Jackson and Tiffany Ross, were 2008 Olym- pians in Beijing, China. Mr. Lester was also a Board Member of several community associations at the Deering Bay Community in Coral Gables, Florida, where he resides, and also served as a Trustee of the Florida Supreme Court Historical Society. Mr. Lester has also played trombone in a 1940's `Big Band," Mr, Lester has been married to Lois Joy Lester for over 40 years and has two married daughters (who are both law- yers in South Florida) and two pre-school grandsons and a toddler granddaughter (who are not lawyers), WWW. c SKI.1=GAL. COM .TTORNEY PROFILE Kevin C. Schumacher is a partner in the firm's Miami office. Mr. Schumacher focuses his practice in the areas of general commercial and civil litigation, with an emphasis in construction litigation, landlord -tenant law, condominium law, banking law and real estate litigation. Mr. Schumacher is a Board Certified Specialist in Construction Law. Mr. Schumacher actively participates in several organizations in the community. He is a former member of the United Way Young Philanthropist steering committee and participates in the Put Something Back Pro -Bono Project. In addition, Mr. Schumacher is a member of the Construction Association of South Florida and the Latin Builder's Association. Mr. Schumacher earned his Bachelor of Science in Business fi•om Florida State University in April 2002, and his Juris Doctorate from the University of Miami in May 2005, While attending law school, Mr. Schumacher served as a law clerk for the Honorable Roberto Pineiro of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida. Mr. Schumacher is a member of the Florida Bar, the U.S. District Court for the Southern District of Florida, and the U.S. District Court for the Northern District of Florida. He is also a title agent for First American Title Insurance Company and Attorney's Title Insurance Fund, Inc. PRACTICE AREAS: • Commercial Litigation • Construction • Corporate and Real Estate and Title Insurance Transactions • Country Club, Condominium and Homeowners' Association Law • General Civil Litigation CONOIUCT1ON LAW WWW. OSKLEGAI.•COM TTORNEY PROFILE Cody German is a partner in the Miami office of Cole, Scott & Kissaue, P.A. Mn German focuses his practice pri- marily on commercial litigation and professional liability litigation, Mr. German has experience litigating cases on behalf of Plaintiffs and Defendants involving: claims against businesses and professionals, class action disputes, contractual disputes, partnership actions, financial services and securities, directors and officer claims, adversary bankruptcy actions, employment disputes, discrimination charges, precious metals, fidelity claims, and condo- minium litigation. Mr, German also has significant experience defending professionals in cases involving financial fraud, including many noteworthy Ponzi schemes, Mr. German's clients primarily include large and small commer- cial enterprises, partnerships, accounting firms, law firms, real estate developers and brokers, and members of the financial services industry. Mr. German has successfully served as the lead trial attorney injury and non -jury cases. REPRESENTATIVE EXPERIENCE • Successfully defended the personal accountant to the Madoff Family Foundation in various investor lawsuits resulting from the MadoffPonzi scheme. • Represented a New York based real estate developer in various lawsuits stemming from development of South Beach's most prestigious residential towers. Represented partners in a restaurant partnership dispute and was able to secure a settlement for them for the full amount of their claim plus interest. • Obtained class certification for client in a usury based lawsuit that ultimately led to settlement providing seven figure value to the class. • Represented a California accounting firm in a securities class action and related bankruptcy action in connec- tion with a failed Chinese Reverse Merger, including a dismissal with prejudice that was affirmed on appeal with the Eleventh Circuit Court of Appends. • Represented the law firm that prepared a private placement memorandum that was used in connection with the Scott Rothstein Ponzi scheme in a related bankruptcy and investor action. • Received final summary judgment and winning jury verdicts on various occasions in multiple legal malprac- tice actions stemming from both transactional and litigation engagements. • Successfully defended the auditor for a public company in a securities class action lawsuit, pre -IPO matters, and public grant based litigation, • In addition to litigating cases, Mr, German serves as outside counsel to one of the largest Florida based ac- counting firms, and one of the nation's Top 40 certified public accounting firms. Mr. German also assists businesses with contract negotiations, payment agreements, and general risk management evaluation, Mr. German has experience defending professionals in administrative investigations related to their professional licenses. In this capacity, Mr. German has represented professionals in front of administrative boards and panels, including the representation of accountants in front of the Probable Cause Panel of the Board of Accountancy, Mr. German also has experience handling Errors and Omissions claims, including those brought against insurance brokers and agents, Li 2015, 2016 & 2017, Mr. German was selected by his peers to be a Rising Star in accordance with the Super Lawyers selection process, In 2013, Mr. German was chosen by his peers to be a Florida Legal Elite Up and Comer for attorneys under 40 years of age, Mr, German received his Bachelors of Arts in Economics, cum laude, from Loyola University New Orleans. He received his Juris Doctorate from the Arizona State University Sandra Day O'Connor College of Law. Mn German is a member of the Florida Bar and is licensed to practice law before the United States District Court for the Southern, Middle, and Northern Districts of Florida, as well as before the U.S, Bankruptcy Court, Southern District of Florida, Mr. German is also licensed to practice law in all County and Circuit Courts in Florida, VVWW.C8KLECAI.•com ICKYNSONWRIGHTmIC 5 April 12, 2019 VIA E-MAIL bmin@miamigov.com Mr. Barnaby L. Min Office of the City Attorney City Attorney of the City of Miami 4.44 W. 2nd Avenue, Suite 945 Miami, FL 33130-1910 350 EAST LAS OLAs BLVD„ SUITE 1750 FT. LAUDERDALE, FL 33301-4211 TELEPHONE: (954)991-5420 FACSIMILE: (844)670-6009 littp://www,dickinsonwright.com JAMES A. STEPAN JS trpa n@dick insonwright, com (9 54) 991-5440 RE: Response to Request for Outside Counsel Assistance for the Melreese Country Club and Major League Soccer Stadium Dear Mr. Min: Thank you for the opportunity to submit our letter of interest to assist the City of Miami Office of the City Attorney ("the City") in the negotiation and legal review of contract documents for the city -owned property known as Melreese County Club. We understand that the City seeks assistance of specialized real estate outside counsel in negotiating certain real estate terms and conducting the legal review of contract documents for the development and construction of a soccer stadium, commercial facilities, and retail complex. The law firm of Dickinson Wright PLLC and its attorneys are well positioned to provide this service to the City Attorney's Office on the wide range of issues it may encounter with this project. In particular, our firm has substantial experience with stadiums and arenas which we believe can be of great assistance to the City of Miami for this project. Our proposal includes a highly qualified and cross -functional team of attorneys from our real estate, real estate finance, municipal law & finance, construction, and construction lending practices. As your relationship attorney, I will assist in the management of the engagement and the team but will defer to my colleagues with respect to the handling of the actual matters for the City. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 2 EXECUTIVE SUMMARY Our understanding of the project is to negotiate real estate agreements, including leasing, for the proposed new stadium for the new Major League Soccer team to be located in Miami; and while that will be our primary focus, we are mindful of the importance of the public nature of all deal correspondence and communication. We also recognize the public's perception of progress with regard to this transaction. Another important consideration is the deal's impact on the City's property tax revenues. Dickinson Wright has capable and experienced property tax professionals who review and make recommendations on high profile projects across the country. STADIUM AND ARENA FACILITIES EXPERIENCE Dickinson Wright attorneys have substantial experience in stadium and arena facilities and in representing governmental subdivisions and special taxing districts involved in acquiring the property for stadiums and other multi-purpose event centers. Our experience includes developing those properties, leasing those properties to team operators, and dealing with litigation involving the financing and leasing of those properties. We believe this experience will allow our firm to be the correct choice to help the City of Miami with this project. Our experience includes: 0 Development Agreement and Stadium Lease for a Major League Soccer Franchise Nashville FC in Nashville, Tennessee that is scheduled to begin play in 2020. The Firm is counsel to The Sports Authority of the Metropolitan Government of Nashville and Davidson County (Sports Authority) in connection with the drafting and negotiation of a Development Agreement and Stadium Lease between the Sports Authority and a private entity created to own and operate the new MLS franchise. The Development Agreement sets forth the term, obligations and conditions for the construction of a new MLS soccer stadium and the contributions and duties of the Sports Authority and the MLS Team to finance and manage the construction. The Stadium Lease sets forth the terms and conditions for the lease, management, maintenance and operation of the stadium between the Sports Authority, as lessor and the MLS Team, as lessee. These agreements were approved in July 2018. Craig W. Hammond (included in this proposal) was the lead attorney for this engagement. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L, Min Office of the City Attorney April 12, 2019 Page 3 • Representation of the Maricopa County (Arizona) Stadium District in connection with twenty (20) consolidated eminent domain proceedings to acquire land for construction of Bank One Ballpark (now Chase Field), a 48,000 seat retractable dome stadium in Phoenix, Arizona that is the home of the Arizona Diamondbacks Major League Baseball team. Representation included three jury trials, various appeals, one administrative, relocation benefits proceeding and negotiation of various land acquisition agreements. • Negotiated and documented complex settlements and transactional agreements for the Jobing,com Arena Lease and Management Agreements between the City of Glendale, Arizona (the firm's client) and affiliate of the new owners of the Phoenix Coyotes NHL franchise, • Served as bond counsel to Michigan Strategic Fund in connection with issuance of $450 million of bonds to finance construction of Little Caesars Arena, home for the Detroit Red Wings and Detroit Pistons. • Representation of the City of Scottsdale, Arizona in connection with a variety of eminent domain proceedings for arena facilities. Cases involved improved and unimproved properties and two jury trials, Representation of the City has involved the acquisition of over 5,000 acres of land for incorporation into the McDowell Mountain Preserve. • Representation of the developer of the Prescott Valley Event Center, a 5,100 seat arena in Prescott Valley, Arizona, in connection with class action securities fraud claims related to the revenue bonds issued to finance the construction of the Event Center. • Representation of the Arizona Sports and Tourism Authority (owner of State Farm Stadium, home of the Arizona Cardinals NFL team) in connection with litigation regarding a constitutional challenge to the taxing mechanism used to finance construction and maintenance of the stadium. Our experience also includes representing municipalities and development entities as bond counsel for numerous high profile projects, including: Representation of the City of Detroit Downtown Development Authority in negotiating development and concessions management agreements with the Detroit Tigers and the Detroit Lions in connection with the development of Comerica Park and Ford Field. We were also involved in the negotiation of grant agreements with the Michigan Strategic Fund, which helped fund the developments. We successfully handled litigation arising out of the grant agreements, which resolution allowed the development to proceed. Represented the Wayne County Stadium, Michigan Authority (Wayne County includes the City of Detroit) as bond counsel in connection with the refunding of stadium bonds (supported by a tourist tax), More recently, we served as bond counsel to the Michigan Strategic Fund for a $250M issuance of bonds (supported by the Downtown Development ARIZONA NEVADA OHIO CALIFORNIA FLORIDA TENNESSEE TEXAS KENTUCKY TORONTO MICHIGAN WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 4 Authority [DDA] tax increment revenues) to fund a portion of the Little Caesars Arena in Detroit. • Served as bond counsel to the Michigan Strategic Fund for the issuance of $200M of concession revenue bonds to be paid from a pledge of concession fees to be paid by Olympia. • Currently serve as counsel to the Detroit Pistons in connection with the relocation to downtown Detroit from its present location in Auburn Hills. • Represented JP Morgan Securities, Bank of America Merrill Lynch, Citi, RBC Capital Markets and others. This included financings or re -financings for the Cobo arena in Detroit and a variety of Michigan State University financings. COMMERCIAL REAL ESTATE EXPERIENCE From conventional to unconventional financing arrangements, Dickinson Wright lawyers analyze, negotiate, document, close, and service commercial mortgage loans of all sizes. Cross -disciplinary real estate teams of corporate, banking, and tax attorneys — in collaboration with consultants, experts, and other professionals outside the firm — structure transactions for real estate projects secured by a variety of properties: • Hospitality, entertainment and gaming properties • Multifamily housing • Manufactured housing communities • Industrial sites • Warehouse properties • Office buildings • Retail properties • Mixed-use developments Whether the transaction involves a commercial mortgage-backed securities loan, a mezzanine loan, a tenancy -in -common borrower, or an institutional borrowerfor a multiple -property, multi- state, cross -collateralized, cross -defaulted arrangement, we know how to make the deal work. Because innovation in the delivery of legal services is essential, we have developed — and continuously improve — our own sophisticated transaction management and document automation software. This proprietary tool keeps our clients up to date on their files while enabling us to efficiently and economically prepare loan and loan -related documents at lower costs to clients. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 5 And overall, Dickinson Wright has earned a solid reputation for rendering first-rate, responsive service at rates that are far more reasonable than those of many other law firms serving the financial market. In addition, we offer alternative fee structures, including fixed -fee arrangements, as we strive to provide the best value to our clients in every engagement. REAL ESTATE FINANCE EXPERIENCE Mortgage lenders, loan servicers, and borrowers frequently require creative, nimble responses to market conditions and regulatory changes, as well as to issues related to unusual property conditions. Meeting these challenges requires guidance from lawyers with real estate acumen, industry insight, and extensive finance experience. Dickinson Wright delivers all three, providing proactive advice to both borrowers and lenders in all aspects of real estate financing transactions. With offices across the United States and in Toronto, Canada, we represent borrowers and lenders in each market and across borders, helping them to navigate all aspects of even the most complex financing transactions. Our clients include state and national banks, life insurance companies, governmental subdivisions and agencies, and other institutional lenders, along with real estate investment trusts (REITs), developers, loan servicers, mezzanine financiers, and investors. All told, we have advised on thousands of secured loans representing billions of dollars. The collective experience of our real estate team in banking, finance, insurance, workouts and restructuring, insolvency, and tax allows us to provide strategic counsel at each phase of the deal and in every kind of loan arrangement: • Conventional commercial mortgage loans • Middle -market and large corporate loans • Construction loans • Sale-leaseback transactions • Ground leases • Capital markets and commercial mortgage-backed securities loans • Mezzanine financing • Subordinated and convertible debt • Credit -enhancement instruments • Bond and tax-exempt financing Our experience with the properties atthe center of those transactions further demonstrates our depth and breadth: • Stadiums and arenas ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 6 • Hotel and casino properties • Retail shopping centers and regional malls • Industrial facilities • Residential developments and multifamily housing • Condominiums and apartment buildings • Manufactured housing • Mixed-use facilities • Landfills and waste treatment facilities • Assisted and independent living facilities • Hospitals, medical complexes, and nursing homes • Solar and wind farms In addition, as previously mentioned, Dickinson Wright has developed proprietary transaction management tools and document automation software that enables us to deliver cost-effective, efficient service. We also counsel lenders on licensing and regulatory compliance, negotiate correspondent relationships, and implement and manage national lending programs including 50 -state -compliant loan documentation. When commercial lending disagreements arise, we represent clients in loan modifications, asset recovery, dispositions, workouts, restructuring, foreclosures, and deeds in lieu. If litigation cannot be avoided, our lawyers appear in state, provincial, and federal courts and dispute resolution forums to pursue and protect clients' interests. CONSTRUCTION INDUSTRY EXPERIENCE Dickinson Wright has been a legal partnerto the construction industry for decades. Our bench of construction lawyers are experienced and results oriented. We know the construction industry, and understand the many diverse legal and business issues that our clients face. We are known for our business -oriented approach to addressing the legal needs of our clients. If disputes cannot be resolved, we provide zealous advocacy for our clients. Our commitment to deliver quality and value is one of the reasons that Dickinson Wright is a preferred provider of construction legal services. Dickinson Wright is a valued partner to many local and regional commercial developers and contractors. Our construction attorneys are experienced in all aspects of commercial development and construction from pre -project funding, procurement, infrastructure development and entitlements, through claim analysis, defense and prosecution. Our attorneys provide assistance to clients throughout the construction process to ensure proper risk allocation; timely, business -oriented, problem solving; and project completion. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 7 As with other aspects of construction and development, our construction lawyers have substantial experience in contract document preparation and review, including with respect to standard form and manuscript contractor, subcontractor, design professional and material supplier agreements, general conditions, as well as with related documents such as financing agreements and mechanic's liens. Our lawyers are skilled in advising clients and resolving all varieties of disputes such as changed conditions, disruption, delay and acceleration claims, and subcontractor termination and abandonment. Whether the goal is a swift resolution via a change order or a detailed critical path analysis to support or defend against a comprehensive claim, our lawyers bring substantial real- world experience to the table to ensure that the client's best -interests are presented. F s PUBLIC CONSTRUCTION AND PROCUREMENT Dickinson Wright attorneys represent states, municipalities, and other governmental agencies in all aspects of the procurement of labor, materials, and services involved in the design and construction of public projects. We also represent private developers in complying with the procurement requirements applicable to public improvements which may be included in their projects, such as intersections, traffic control, and utilities for which developers may seek reimbursement or other benefits. Our representation involves not only the drafting of solicitations and contracts (both standard and manuscript), but also providing advice on the solicitation process and how to respond when unique situations arise. We also assist in the preparation of procurement rules and guidelines. Our attorneys regularly represent the procuring agencies or governments, as well as bidders and proposers, involved in protests arising from public procurements. Because we have represented both the government procuring agencies and parties seeking to protest procurement decisions, our attorneys can provide a comprehensive analysis of any protest issue. We have been involved in the administrative resolution of protests, filing and defending protests in lower courts, and through the appeals process. Our attorneys have also served as bid protest hearing officers. The team also represents government entities, contractors and developers in relation to claims arising from the negotiation and contracting for public construction projects, including claims on performance, payment and subdivision bonds and security. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 8 Our representative experience in the area includes; • Representation of and defense from numerous Federal Miller Act and Little Miller Act claims, all of which involved related surety bond (payment and performance bonds) claims as well as handling many surety bond disputes (payment and performance bond) on private construction projects. • Representation of a municipality on claims brought by a contractor claims as well as prosecution of professional negligence claims arising from an underground tunnel collapse. • Representation of public agencies and political subdivisions in bid protests such as (i) the construction of a city hall facility; (ii) the renovation of an airport terminal; (iii) a contract to supply UNIX computer workstations to numerous State agencies; (iv) a wastewater treatment plant; and (v) an interstate bridge project. • Representation of one of the largest engineering companies in the United States in claims of more than $7,000,000 arising from design and construction management of a $40,000,000 wastewater treatment plant and construction of its related sewer lines. • Representation of a joint venture of two large architectural firms in a dispute over the construction of a large hospital complex concerning claims for fees sought by architectural joint venture and defending improper design claims raised by the owner. • Representation of energy pipeline owner regarding acquisition of right of way and permit issues for utility corridors. • Representation of a major engineering and construction consulting firm in resolving audit issues with the local school board concerning management of a number of school construction projects. • Representation of a landowner in an eminent domain lawsuit, obtaining a favorable jury award against the state and successfully defending the award in the appellate court. • Representation of a public school board in connection with a dispute with its general contractor and designers involving a defective roofing system installed on new high school. • Representation of an electrical construction company/software design entity in a pre-bid qualification for the Gordie Howe International Bridge between Detroit and Windsor, Canada for the "smart road" installation/construction. • Representation of an electrical construction company/software design entity in the negotiation of contracts for the supply and maintenance of software for traffic controls for two Canadian municipalities. • Negotiation of Agreements with a municipality for public messaging/communication on Highways (RESCU System) and operation of the central management system. • Representation of a municipality in relation to a design -build contract for a sewage treatment plant. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 9 • Preparation of comprehensive integrated design and construction contracts and procurement documents for several municipalities, and other government agencies (including a school district). • Representation of a major public hospital district in negotiating a $40 million dollar programing agreement, then developing an integrated procurement and contracting system for the solicitation and contracting for design and construction services to implement a $900 million bond program to build a hospital and multiple regional medical centers. • Representation of multiple government agencies, school districts and municipalities, dealing on a regular basis with procurements, bid protests and related issues. Representation includes serving as general counsel and as a school district hearing officer in relation to construction procurement protests, INSURANCE AND BONDING Dickinson Wright attorneys advise clients concerning all available risk management tools, including insurance and bonding. Our attorneys have substantial experience in addressing insurance and bonding issues as part of the negotiation of construction agreements as well as in asserting and responding to construction claims. From the insurance perspective, these considerations can range from project specific policies to renewable commercial general liability policies. The firm works with clients to review such alternatives at project inception and to include these points as a necessary part of contract negotiation. We work extensively with construction industry insurance brokers in establishing appropriate insurance profiles for projects as varied as commercial buildings, luxury condominiums, and mixed use developments. Our attorneys are versed in asserting claims under policies of insurance, including both liability and property claims. In addition to evaluating claims and tenderingto all appropriate policies, we have extensive experience in evaluating available coverage and potential coverage defenses. The firm works extensively with national homebuilders and, by necessity, asserts claims against subcontractors and their insurers. Dickinson Wright attorneys represent both public owners and contractors and have an intimate knowledge of bonding requirements, including bid, performance, and payment bonds. Our attorneys are knowledgeable on local public bonding requirements and the advantages and disadvantages of the use of bonds on private projects. Our extensive experience in representing all participants in the construction process includes the process of asserting bond claims of all types and varieties and in negotiating and dealing with sureties. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 10 Our representative experience includes: • Representation of a municipality successfully negotiating several multimillion -dollar bond payment agreements with a surety; then successfully pursuing a bad faith claim on an additional bond against the same surety. • Representation of a municipality in suing, then settling for full recovery, on a completion bond after a developer went bankrupt. • Representation of a community college district in pursuing claims, then negotiating takeover agreements with the surety on three major projects after the contractor defaulted. • Representation of a community college district in obtaining a settlement funded by insurance of claims against the architect, contractor and multiple subcontractors to recover the costs of replacing a library and multi -use building that was condemned before it opened. • Representation of developers in structuring and negotiating appropriate insurance provisions in construction agreements, including owner controlled insurance programs, indemnity provision, and necessary coverages and limits. OUR EXPERIENCED TEAM Dickinson Wright's organizational structure allows us to employ a unified team strategy to provide clients with individualized service, while drawing upon expertise in a variety of areas. With each client, our objective is to match our attorneys' knowledge and strengths with the legal matter involved, and at the most economical rates possible. Accordingly, when a client engages us to provide legal services, the client is engaging not only the collective experience of all of our attorneys, but also the highly specialized concentrations we have developed in multiple practice areas. We are pleased to introduce the following highly qualified and cross -functional team of attorneys for the City of Miami: James Stepan Relationship Attorney Ft, Lauderdale, Florida 954-991-54.40 1 JSte an Dickinson ht.com James A. Steffi, an is resident in the firm's Ft. Lauderdale office and will assist in the management of the engagement and the team. ARIZONA CALIFORNIA FLORIDA KENTUCKY NEVADA OHIO TENNESSEE TEXAS TORONTO MICHIGAN WASHINGTON DC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 11 DICKINSON WRIGHT PLLC Timothy Stoepker Member Grand Rapids, Michigan 616-336-1060 1 TStoepl<er@Dicl<insonWright.com Timothy Stoe ker focuses his practice on real estate, acquisitions & dispositions, construction, development and land use, economic development and energy & sustainability. Tim has been active in Brownfield development for Detroit, Michigan's Lafarge Corporation, including construction, permits, financial Incentives and environmental impact assessments, evaluation and implementation of alternatives and mitigation plans. Tim is counsel for residential, commercial, and industrial developers in rezoning, site plan, special land use, variances, wetland/woodland and infrastructure permits and approvals. Craig Hammond Member and Municipal Finance Practice Group Chair Detroit, Michigan 248.433.7256 1CHammond DickinsonWri ht.com Cram Hammond focuses his practice in the areas of public finance, banking and economic development law, with more than 25 years of experience representing lenders, state and local units of government, underwriters and borrowers in connection with economic development projects and tax exempt bond financings, Craig is recognized as one of the leading public finance attorneys in the State of Michigan in financings for senior housing, health care, higher education, charter schools, economic development projects and public-private partnership transactions. Michael Lusardl Member and Real Estate Practice Group Chair Troy, Michigan 248-433-7254 1 MLusardi@DickinsonW ht.com Michael Lusardi provides counsel to corporations, companies, partnerships and individuals in the acquisition, disposition, leasing, development, construction and financing of office, retail, industrial, mixed-use and residential projects throughout the United States. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA 0HIO) TENNESSEE TEXAS TORONTO WASHINGTON DC; Barnaby L. Min Office of the City Attorney April 12, 2019 Page 12 DICKINSON WRIGHT PLLC Nicole Avallone Member Ft. Lauderdale, Florida 954-991-5434 1 NAvallone DickinsonWri ht.com Nicole Avallone has extensive experience representing real estate investors, private owners, and developers in the acquisition, development, leasing, construction, finance, and disposition of office, retail, hotel, apartment complexes, and residential properties. Brian Kocak Associate Columbus, Ohio 614-744-2581 1 BI<ocak DickinsonWright.com Brian Kocak practices real estate and corporate transactional law, with an emphasis on real estate acquisitions & dispositions, real estate finance, development, construction, and general corporate law. Brian provides counsel to developers, individual land owners, small and medium sized businesses, and financial institutions for all matters related to the purchase, sale, financing, and development of commercial, residential, and mixed-use real estate projects. Brian's background in planning and design, allows him to be an asset to clients looking to capitalize on the green building movement and sustainable development practices. Blair Gould Of Counsel Troy, Michigan 248-205-3261 J BGouid@DickinsonWright.com Blair Gould's practice is concentrated in transactional commercial real estate matters. He has experience in acquisitions, dispositions, leases, real estate finance and development. He has handled transactions involving sale-leaseback transactions, stand-alone and shopping center retail space, single and multi -tenant industrial facilities, hotels, office buildings, cell towers and mixed-use developments. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 13 DICICINSON WRIGHT PLLC Spencer Cashdan Member Phoenix, Arizona 602-285-50411 SCashdan@DickinsonWright.corn Spencer Cashdan represents clients in a broad range of commercial real estate transactions for both unimproved real property and improved real property, including shopping centers, office buildings, hotels, industrial parks, mixed use developments and master planned communities. Spencer's practice includes acquisitions, dispositions, development, financing/commercial lending, joint ventures, synthetic lease and sale-leaseback transactions, commercial leasing, rights-of-way and easement agreements, and portfolio acquisitions and dispositions. Jorge Perez Member Ft. Lauderdale, Florida 954-991.-5432 1 JPerez2DickinsonWright.com Jorge_ Perez is a former Miami -Dade County Circuit Court Judge who was appointed to the bench by Governor Jeb Bush. His practice focuses on complex litigation involving commercial, restructuring and insolvency matters, corporate turnaround and distressed properties, particularly receiverships and other fiduciary appointments as well as alternative dispute resolution. During his nearly five years as Circuit Court Judge, Mr. Perez presided over nearly 1.00 jury and bench trials to verdict or ruling, in both civil and criminal matters. Since leaving the bench to return to private practice in 2007, he has received numerous court appointments as Receiver, Special Magistrate, Special Master, and Mediator. His broad experience includes receivership's, special magistrate appointments and other fiduciary appointments, as well as arbitration, mediation, and commercial litigation. In that capacity, Mr. Perez specializes in restructuring of distressed properties, recovery of assets, and entities placed into receivership's due to gross mismanagement, fraudulent activities, and other wrongful schemes. Mr. Perez has extensive experience in recovering of funds, claw back litigation, and marshalling of assets. He also has experience in representing governmental entities. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO) TENNESSEE TEXAS TORONTO) WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 14 REFERENCES Dickinson Wright is proud of its impressive roster of clients. Given the nature of the project involves a new MLS stadium, we have listed our contact at the City of Nashville as a reference. '0M �^�.�.YS'�i�-�e������fi ■Y �3'.���Y ��`S;�`�r��'k����h(��d�T^���. _ _ �r James Stepan Of Counsel and Relationship Attorney $365 Timothy Stoepker Member $655 Jon Cooper, Director of Law Metropolitan Government of Phone: 615-380-1522 Michael Lusardi Nashville Department of Law email jon.cooper@nashvilie.gov HOURLY FEE SCHEDULE Our 2019 hourly billing rates for the City of Miami team are as follows. Although this is our suggested fee structure and we think it should be a very competitive proposal, we have a lot of flexibility to adjust the fee structure and amounts to accommodate the City's preferences, Including a blended hourly rate of $460 per hour. �'-``4_-£�v^-�-1��I� ���..,:t���� �^�.�.YS'�i�-�e������fi ■Y �3'.���Y ��`S;�`�r��'k����h(��d�T^���. _ _ �r James Stepan Of Counsel and Relationship Attorney $365 Timothy Stoepker Member $655 Craig Hammond Member and Municipal Law & Finance Practice Group Chair $590 Michael Lusardi Member and Real Estate Practice Group Chair $380 Nicole Avallone Member $435 Brian I<ocak Associate $295 Blair Gould Of Counsel $350 Spencer Cashdan Member $495 Jorge Perez Member $575 Given our lean operating model and low overhead, Dickinson Wright is able to offer incredibly competitive rates and cost-effective service. Our clients appreciate our ability to offer first-rate national representation within a Midwestern fee structure. In other words, we offer big law firm ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC DICKINSON WRIGHT PLLC garnaby L. Min Office of the City Attorney April 12, 2019 Page 15 experience and service at more reasonable rates. Regarding alternative fee arrangements, we have no general aversion to any such reasonable arrangement, and we are always happy to discuss mutually beneficial alternative structures. Services are typically provided on an hourly basis because doing so normally best serves our clients' needs. However, when other billing arrangements are more suited to a particular client or project, we employ a variety of non-traditional billing methods including: • Flat -fee or fee cap arrangements • Blended hourly rates • Volume discounts • Contingent fee arrangements • Project fees • Retainers arrangements • Success based fees The charges for our services can be fixed in a variety of ways. One of the more popular fee arrangements that we have been willing to commit to is the lesser of either a guaranteed, not to exceed annual amount, or our rates per hour based on the number of hours actually consumed. This arrangement means that a client will never pay more than the ceiling amount no matter how many hours of legal services are consumed but will pay less than the ceiling if the actual hours consumed quantify to less than the ceiling amount. In other words, if the consumption of fees goes over the ceiling, the Firm absorbs the loss and if the consumption is less, the client only pays the lesser amount. To our knowledge, we are the only firm willing to commit to such an arrangement in a contract with a public entity. This arrangement guarantees that the client's fees will never exceed the ceiling for the duration of the contract — a budget planner's dream. Naturally, bond counsel services and some other, single project type services would have to be excluded from any such arrangement but even in those areas, our rate structures are uniquely competitive. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WASHINGTON DC DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 16 ABOUT DICKINSON WRIGHT Dickinson Wright was founded in Detroit in 1878 with a mission to deliver consistently high- quality legal advice and provide exceptional value to clients of any size in any sector. Through our dedication to this goal, we've developed a reputation as a leader and innovator in client service, as proven by the longstanding relationships we've maintained with clients. The firm employs a unified team strategy to provide its clients with individualized service, drawing on the specific legal services required to build collaborative, cross -practice and inter -office teams. Our broad legal expertise includes more than 40 practice areas, ranging from construction, real estate, environmental, corporate, municipal law & finance, bankruptcy & restructuring, securities and corporate finance, banking & financial services, mergers & acquisitions, intellectual property, and taxation to litigation, labor & employment, immigration and administrative & regulatory. What distinguishes any law firm from its competitors are its lawyers, and our lawyers are among the most respected advocates and dealmakers in the industry. We have more than 475 lawyers, each one focused on providing exemplary service to all clients by offering clear and concise solutions, and always being proactive, accessible and accountable. We generate value to clients through state-of-the-art technological sophistication, a supportive working environment and recognition that we must earn our reputation each and every day by consistently delivering superior client service and results. Dickinson Wright's lawyers have been, and continue to be, recognized by leading guides to lawyers across almost every category of law, including Chambers Global Guide, Chambers USA, the Best Lawyers in America, Super Lawyers, Legal 500, Benchmark Litigation, The Canadian Legal Lexpert Directory, and more. Our diverse client base includes medium and large-sized corporations, municipalities, governmental entities, start-ups, and individuals. Each client has direct access to the broad legal expertise of more than 475 lawyers across the combined 19 offices of Dickinson Wright's network. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE 'rEXAS TORONTO WASHINGTON DC DICICINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 17 OUR OFFICE LOCATIONS Dickinson Wright is one of the fastest growing AmLaw 200 firms in the country, with more than 475 lawyers practicing in 40+ practice areas. The firm has 19 offices across the United States and one in Toronto, Canada, C€ CONFLICT CHECKS AND OTHER MATTERS We have already performed a conflict check and there are no conflicts, Likewise, the firm does not conduct any business with or within Cuba. We are also familiar with public records laws under Chapter 119 Florida Statutes and our attorneys have experience representing municipalities and government entities in Florida. ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE TEXAS TORONTO WA.''HINGTON DC: DICKINSON WRIGHT PLLC Barnaby L. Min Office of the City Attorney April 12, 2019 Page 18 CONCLUSION Thank you for this opportunity to respond to this Request for Outside Counsel Assistance. The project sounds exciting and it is something my firm is very interested in participating in. For additional information on our firm, our practice areas, and our proposed team, please click on any of the embedded links above. I am also happy to provide any additional information and answer any questions you may have. Best regards k James A. Stepan ARIZONA CALIFORNIA FLORIDA KENTUCKY MICHIGAN NEVADA 0HIO TENNESSEE TEXAS TORONTO WASHINGTON DC to: PROPOSAL FOR min April 12, 2019 I FAEGREBD.COM PROPOSAL I CITY Or MIAMI April 12, 2019 Victoria Mendez, City Attorney of the City of Miami c/o Barnaby L, Min 444 SW 2^s Ave, Suite 945 Miami, Florida 33130-1910 By electronic mail at; c�o.ir.�. Dear Victoria, .... ..... ._ . . ,..,._... ....... .---- _...... . Thank you for the opportunity to submit our proposal to provide legal services to the City of Miami (City) regarding the development, construction and long-term leasing of certain City -owned property lniown as Melreese Country Club, and associated transactions with Miami Freedom Park LLC and the related Major League Soccer (MLS) franchise. In the following pages, we detail why we are so enthusiastic about this opportunity and why we believe our combined Faegre Baker Daniels (FaegreBD) and Inner Circle Sports team would be an excellent choice to partner with the City in the practice areas you have identified. In this response, we have included our previous experience and expertise as set forth in the Request for Letters of Interest. We also have provided hourly billing rates for the proposed team members, which reflect a 10% discount on our standard fees in recognition of the partnerships we understand cities need in managing project budgets of this type. Once we receive more detailed information from the City about the scope of services it is seeking, we can provide in£ornnation on potential other fee arrangements, should this be of interest to the City. From our experience with sirnilar work in the past, we understand that offering the City a highly qualified, experienced team of lawyers, professionals and consultants is just the starting point of our. relationship, Therefore, I wanted to highlight some additional important themes in our response: Deep expeelence jn spouts tnattets: FaegreBD has broad and extensive experience in sports and entertainment matters. We serve or have served as counsel to fianclnises in major U.S, professional sports leagues, as well as counsel to the National Football League (NFL) and the National Ilockey League (NI IL), We also represent Olympic, collegiate, and other professional and amateur international, national and regional sports clients. We advise teams, leagues, governing bodies, facilities, contractors, sponsors, schools, cities, authorities, other governmental entities and nonprofit sports organizations on a full array of sports, entertainment, facilities, real estate, development, event, business, contract and intellectual property matters. Our numerous and varied perspectives in this area, particularly from our governmental work and engagements with other cities in this space, make us uniquely situated to plan, negotiate and execute various strategies for the City of Miami. [: Pattnetsliip with Innet Circle 5potts:Inner Circle Sports is the sports industry leader in MLS investment analysis and transactions. Inner Circle Sports has extensive experience in providing financial, consulting and other sports investment advisory services to cities, other governmental entities, leagues, teams and developers ill negotiations regarding facility development, Inner Circle Sports has worked in major cities across the U.S., including many in Florida such as the cities of Miami and Jacksonville, and Miami -Dade, Broward, Palm Beach, Orange and fol FAEGREMCOM •• 1. PROPOSAL I CITY OF MIAMI Gr Hillsborough counties. We have worked closely with Inner Circle Sports on various projects, and our proposed partnership with Inner Circle Sports for the City is an unmatched combination of legal and consulting power. Serving -governmental bodies. We have deep experience representing governmental bodies in sports matters and understand their: unique characteristics, including decision-making processes involving legislative and administrative decision -makers, freedom of information laws, social equity mandates, and other statutory and constitutional constraints. I> Responsiveness: We cont rlually work to communicate clearly and to deliver services efficiently. I will personally lead the overalllegal relationship with the City on this stadium and development project, and will be assisted by other key members on our legal team, You will have my personal attention always, and there will be no charge for my time spent on managing our relationship. G' Competitive tate proposal and our, cotnniitrnent to value: We can provide the experience the City needs at competitive rates. Our hourly rates present a value proposition compared to the rates charged by coastal firms. G~ Ont commitment to cRent service: FaegreBD has been consistently recognized as atop law firm for client service on BTI Consulting's Client Service A -team Report, The City's satisfaction will be our highest priority, We have the industry- and practice -specific experience necessary to provide the City with an array of exceptional services that are fundamental to these types of complex transactions. Further, what sets us apart is our commitment to building a long-term partnership characterized by trust, respect, transparency and shared risk in support of delivering the highest -duality legal services with a collaborative team that is responsive to the City's business needs and objectives. As requested, this letter confirms that our firm is not engaged in and does not conduct any business with or within Cuba, Thank you again for inviting us to submit this Letter of Interest. We believe our experience, our commitment to teamwork, and our tradition of providing exceptional service and results qualify us well to partner with you. Sincerely, James D. Leonard, Partner Faegre Baker Daniels LLP IRS FAEGREBD,COM PROPOSAL, I CITY OF MIAMI w: V FaegreBD and Inner Circle Sports have formed a tear a to respond to the City's Request for Letters of Interest, Our team brings a unique approach to assist the City. At the core, this is a team of legal and financial professionals who have significant experience working in major cities on a variety of sports and entertainment matters using specialized perspectives. The project team we have assembled for the City of Miami represents the best in analysis, negotiation, implementation and relationship management for the pending project. We have worked closely with Inner Circle Sports in representing the City of Seattle in its successful process regarding the redevelopment of KeyArena as the future home of the newly awarded 32nd NHL team franchise, and hopeful National Basketball Association (NBA) team destination. FaegreBD regularly handles complex matters in which other consultants are involved in specialized roles. Our approach to such matters is to coordinate directly with the consulting firm so that all key menibers of the team are available seamlessly to clients. A sports industry financial consultant will be key in helping evaluate and advance the City's economic positions in this process. Through FaegreBD's experience in other municipal team and stadium transactions, we understand that it is important to engage a knowledgeable consultant early in the process. David Abrams at Inner Circle Sports has experience working with and representing cities on major transactions such as this, and his unique insights into the financial aspects of those projects and comparative financial information and analysis will be important as the City process moves forward. We can engage directly with Inner Circle Sports to provide thew: services for the City if the City desires that convenience, or the City may also engage directly with Inner Circle Sports. FaegreBD is dedicated to serving the legal and consulting needs of regional, national and international businesses and nonprofit organizations, Our more than 750 legal and consulting professionals provide the depth and breadth of expertise necessary to solve complex legal and business challenges. With roots dating back to 1863, we are one of the 75 largest law firms headquartered in the U.S. From U.S, locations ii -i Boulder, Chicago, Denver, Des Moines, Indianapolis, Los Angeles, Minneapolis, Silicon Valley and Washington, D,C. to international locations in Beijing, London and Shanghai, we serve clients in every U.S. state and in more than 100 countries. Our expertise includes corporate; nonprofit; government relations; environmental; ERISA, benefits and executive compensation; sports industry; finance and restructuring; health law; intellectual property; international; labor and employment; litigation and advocacy; real estate and construction; regulatory; tax; and wealth management. PAEGRE6D•COM •••� PROPOSAL I CITY OF MIAMI Overview of Inner Circle Sports Inner Circle Sports LLC, headquartered in New York City, is a boutique investment bank focused on the global sports industry, Inner Circle Sports specializes in providing corporate finance and capital raising services including buy -side and sell - side advisory, acquisition and facility financing as well as valuation, consultirig and restructuring services to a global client base. Inner Circle Sports' r the focus, industry expertise and network of relationships afford it significant market insight. Inner Circle Sports' clients include a broad network of high net worth domestic and international investors, teams and team owners, leagues, sports and media operating companies, lenders and other financing sources, The firm leverages their investor network and doinaiii expertise to benefit tech -enabled sports businesses across several verticals, including data analytics, software, fan engagement and content platforms. With decades of combined experience in investment banking, private equity and operating roles within the sports industry, Inner Circle Sports' professionals maintain a significant network of active relationships in the global sports industry, Inner Circle Sports believes each assignment is unique and approaches all its assignments with a creative and entrepreneurial :mindset. Inner Circle Sports has completed many high-profile transactions across multiple different leagues and industries in the U.S. and abroad. The firm's experience with U.S. and international soccer is unparalleled in the industry. 5 1 FAEGREBD,COM ••---=* PROPOSAL I CITY OF MIAMI NEW FaegreBD has broad and extensive experience workirig with and representing all perspectives in sports and entertainment matters, including cities, teams, leagues and sponsors. We serve or have served as principal counsel to franchises in all major U.S. professional sports leagues. We also represent Olympic, collegiate, minor league, and other professional and amateur international, national and regional sports clients. We advise teams, governing bodies, facilities, contractors, sponsors, naming rights holders, schools, cities, government entities and nonprofit sports organizations on a full array of facilities, sports, entertainment and intellectual property matters, Stadiums and Arenas We have experience with all matters relating to stadium development and ownership (lease and use agreements, design and construction contracts, financing, entitlements, eminent domain); sponsorship and monetization (nanung rights agreements, sponsorship agreements, intellectual property matters, merchandising); and operations (ticketing, suite agreements, special events contracts, concessions, alcohol and food licensing and regulations, parking, security, technology, environmental, waste disposal, emergency services, interaction with state and local government and law enforcement, and disputes and litigation). In addition to construction and development matters specific for the proposed stadium, our comprehensive general real estate expertise and experience will be valuable to the City in addressing the larger Land parcel issues affecting the land on which the stadium will be located. The size of the FaegreBD real estate practice group, and our versatile range of skills and deep bench of experience, allow us to assist clients across the country in an entire range of complex real estate needs. Our professionals handle legal issues related to all types of real estate, including office, retail, hospitality, sports, restaurant, industrial, mixed-use and multifamily properties. We also have expertise in specialty properties, dealing with such venues as airports, hotels, motels and resorts, medical facilities and sports facilities. Our real estate lawyers represent corporations, large and small developers, investors, retailers, financial and other institutional users, contractors, owners, landlords and tenants. Our experience covers allaspects of commercial real estate transactions, including acquisition, development, financing and management, eveloprxaent, .A.s:quk, i.tioti and Sales FaegreBD is a leading adviser to real estate developers across the nation. Experienced in development of all real estate market segments, we assist developers and owners in the acquisition, ownership and disposition of office, retail, hospitality, industrial, 04, FAEGREBD.C6M--I-••-� PROPOSAL I CITY OF MIAMI housing and mixed-use developments, and specialty asset classes such as golf courses and other recreational properties, sports facilities and developments, data centers, historic properties, hotels and hospitality properties, medical facilities, publicly owned assets, public lands and industrial properties, In addition to our insight on legal, financing and market conditions, we bring a multidisciplinary team approach. We are committed to providing timely, cost-effective service—and getting deals closed. Our lawyers handle all components of the development process, including: > Governmental approvals, including zoning and planning > Construction, design and architect/engineering contracts `> Structuring and docw-renting construction and permanent financing, including equity and debt financing (i` Governtnental assistance and financing, including tax increment, tax abatement and tax credits > Environmental assessments and remediation [:> Landlord and tenant leasing and subleasing %' Tax-deferred exchanges [> Formation of common interest communities (CICS) > Declarations and reciprocal easement agreements (REAS) r> Loan workouts and debt restructuring Governiment and Lobbying We represent clients in state and local government relations and lobbying, including drafting of state statutes, public and media relations on high-profile transactions and disputes, and interaction with Major League Baseball, the NFL, the NBA, the NHL, the United States Olympic Committee, minor league sports teams, owners and governing bodies, and U.S, and international amateur athletic associations. We have played a key role in drafting sports industry -related legislation, and advocating for its passage, including legislation authorizing the financing and construction of stadiums and arenas, including U.S, Bank Stadium, Target Field and Xcel Energy Center in Minnesota. 7 1 FAEGREBU•COM •^•• ••- PROPOSAL I CITY OF MIAMI City Representation FaegreBD has deep experience working with a variety of public sector entities across the country, including numerous states, cities and municipal entities. We represent the Cities of Seattle, Washington, Charlotte, North Carolina and Columbia, South Carolina in sports and stadium related matters. Our firm's lawyers and consultants also serve as trusted public sector advisors on a broad range of issues that includes legislative and regulatory matters, litigation, complex transactional work, public-private partnerships, public finance, public procurement, economic development, federal affairs and general government operations. The firm's public sector team includes former Deputy Mayors, Chief Operating Officers, Chief Administrative Officers, finance officers and Corporation Counsel. Construction and Facility Operations We represent teams, cities, sponsors and vendors in a full range of stadium construction and facility operations matters. Our experience includes concept -origination, government relations, construction and design contracts, project delivery and management, leasing, operations and strategies for taxation and exit, including negotiating agreements for development, leasing, naming rights, sponsorships, ticketing, suites, concessions, broadcast, and facilities purchase and sale. Corporate overn nc Our experience in corporate matters includes governance, restructuring, sales and divestitures, mergers and acquisitions, capitalization and financing, antitrust issues, league franchise issues, contract drafting, review and negotiation, service outsourcing agreements and transportation agreements. Intellectual property and Marketing We assist clients in protecting and leveraging their intellectual property assets, We develop global branding strategies and work with clients on rebranding and social media, We handle licensing and marketing matters such as broadcasting rights, sponsorships, merchandising, affinity credit cards, contests, promotions and sweepstakes, advertising, ticketing, trademarks and brand management, technology issues and contracts, e-commerce, and website issues and contracts (including development, content and privacy), FAEGREBb.COM ^•^^-- PROPOSAL I CITY Or, MIAMI Our sports industry lawyers and consultants have unique perspectives into sports teams, facilities, governunental entities, transactions, naming rights and related matters, resulting from representation of clients tiv:ough all aspects of developing, owning and operating a facility, FaegreBD'a RepresentativeExperience and Expertise KeyArena (Seattle): FaegreBD has represented the City of Seattle, together with the Office of the City Attorney, in allaspects of the current redevelopment project for KeyArena, including Request for Proposal preparation, review of candidates, and negotiation and documentation of construction, development, lease, integration and security agreements for the new arena scheduled to open in 2021, which will be the home of the recently awarded 32'd NHL team, and will also be NSA tenant- and competition -ready. U.S. Bank Stadium (Minnesota Vikings): FaegreBD negotiated and documented one of the most extensive naming rights arrangements in the NFL, FaegreBD's representation included extensive analysis and interaction with stadium development and use agreements, We also served as legislative counsel to the team in successfully passing legislation providing for the financing, construction, and operation of U.S, Bank Stadium, Twin Cities Orthopedics Performance Center (Minnesota Vikings): FaegreBD negotiated and documented the naming rights agreement for a state-of-the-art NFL training complex and team headquarters. FaegreBD also represented clients in negotiation and documentation of real estate development and construction agreements for medical office buildings and a sports medicitie center that are anchor tenants as part of a 160 -acre adjoining development. City of Charlotte, North Carolina (Carolina Panthers): FaegreBD represents the City of Charlotte in the current analysis of existing and prospective stadium, facility and development matters. Coors Field (Colorado Rockies): FaegreBD has served as primary outside counsel to the Colorado Rockies since 1991. We assist in many legal aspects of the operation of Coors Field, including construction and use matters and agreements, lease compliance matters, revenue stream development (including ticketing, suites, naming rights, sponsorships and concessions), envit'ontnental compliance, municipal condemnation, financing, parking, special event contracts and operations, real estate and leasing, and waste disposal issues. Salt River Fields at Talking Stick (Colorado Rockies): FaegreBD negotiated and documented construction agreements, and long-term lease and concessions agreements for the spring training home of the Colorado Rockies (shared with the 9 FAEGRET,COM •• PROPOSAL I CITY OF MIAMI Arizona Diamondbacks), which is a state-of-the-art MLB training complex, and the only professional sports stadium located on Indian land. Target Center (Minnesota Timberwolves): FaegreBD assisted with entity formation for the arena and team, land assembly, design and construction contracts, agreements for naming rights, management, concessions, suite licenses, sponsorship, broadcasting, security and operations. Spirit Communication Park (Columbia Fireflies): FaegreBD represented the City of Columbia in connection with minor league baseball stadium development as part of the Bull Street Redevelopment downtown revitalization project, including stadium lease and naming rights agreements, Xcel Energy Center (Minnesota Wild): FaegreBD negotiated and drafted agreements for arena use and management, broadcasting, naming rights, events, concessions, suite licenses, sponsorships and management of the adjacent convention center. Target Field (Minnesota Twins): FaegreBD designed a fast-track development process for the stadium. FaegreBD also negotiated and documented agreements for naming rights, construction and procurement. Lucas Oil Stadium (Indianapolis Colts): FaegreBD participated in the negotiation and documentation of lease agreements for the City of Indianapolis, as well as financing in connection with the NFL's G-3 loan program. Bankers Life Fieldhouse (Indiana Pacers): FaegreBD represented the City of Indianapolis and the City's Capital Improvement Board in connection with the development, construction, operations and lease with the Indiana Pacers, Miller Park (Milwaukee Brewers): FaegreBD successfiilly defended an $87 mullion claim arising from cost overmans and defects in the retractable roof, ultimately obtaining a $33 mAion net recovery in the client's favor. Turner Field (Atlanta Braves): FaegreBD represented Liberty Media Corporation in connection with its acquisition of the Atlanta Braves, including conducting due diligence and analysis of all lease, use and revenue agreements associated with Turner Field and the team's other minor league stadiums. FacgrcBD also negotiated and documented the naming rights agreement for Turner Field. Pepsi Center (Denver Nuggets, Colorado Avalanche): FaegreBD assisted with construction contracts, FedEx Forum (Memphis Grizzlies): FaegreBD assisted with construction contracts, 10 1 FAEGREBD.COM .•..,.• PROPOSAL I CITY OF MIAMI Chase Field (Arizona Diamondbacks): FaegreBD assisted with construction contracts. TD Garden (Boston Bruins, Boston Celtics): FaegreBD assisted with construction contracts, Verizon Center (Washington Wizards, Washington Capitals): FaegreBD assisted with construction contracts. Titletown Development (Green Bay Packers): FaegreBD consulted on project delivery and management, and drafting and negotiation of design and construction agreements. NFL and Minneapolis Super Bowl Host Committee: FaegreBD assisted with tax and labor matters. Anoka County (Minnesota Vikings): FaegreBD represented a Minnesota county in negotiations to finance, build and operate a new stadium for the Minnesota Vikings as part of a larger mixed-use development. FaagreWs Real Estate Transactions As noted above and described in the City's letter, the proposed stadium project will also require general real estate expertise and services with respect to the broader parcel of land on which the proposed stadium will be situated, FaegreBD has extensive complex real estate development and constriction experience. Hines: FaegreBD represented Hines in connection with the development of North Loop Green, a seven -acre, transit -oriented development on an urban site in downtown Minneapolis, including Dock Street Flats apartments, the T3 office/mixed-use building anchored by Amazon Inc., Union Plaza office building, a public park, public transit facilities and amenities, and a pending mixed-use multitower project under development adjacent to Target Field. Gabbert & Beck and Hines: FaegreBD represented Gabbert & Beck and Hines in comiection with the redevelopment of Galleria in Edina, Minnesota, including Galleria Shopping Center, Edina Galleria Residences residential condominiums, the Westin Galleria Edina hotel and structured parking. U.S. Bank: FaegreBD represented U,S. Bank in the development of the Block 9 nixed -use project in downtown Fargo, North Dakota, including a multiuse tower, boutique hotel, residential condonniniums, retail components, a public park/town center and structured parking facility, Target Corporation: FaegreBD represented Target Corporation in the development of nurnerous shopping centers and mixed-use developments across the U.S. 11 1 FAEGRE6D,COM •• I•••' PROPOSAL. I CITY Or MIAMI Innor Circle Sports' Stadium and Development Experience Please see the attached materials frons Inner Circle Sports regarding their stadium and development expertise and experience, R •I2 1 FAEGREBD•COM ^-� PROPOSAL I c i'ry or MIAMI FaegreBD wants the City to receive value from our services, We are committed to providing exceptional service at reasonable rates. Below we have provided the billing rates for the proposed legal teatn. As mentioned in our introduction letter, we are offering the City a 10% discount on our standard fees in recognition of the partnerships we understand cities need in managing project budgets of this type. We are also open to discussing alternative fee arrangements with the City that would be mutually beneficial, should this be of interest. Inner,, ii��de t David Abrams $730 13 FAEGREBO,COM -• ••••^ PROPOSAL. I CITY Or MIAMI James D. Leonard Partner, Denver +1303 607 3644 Charles S, Ferrell Senior Counsel, Minneapolis +1612 766 7531 c�.l;�,��.tl;c s. Ec r'.t c;,ll, i> f. kq>1? .irnr�a,.�. Michael B. Lapicola Partner, Denver Jim Leonard is a member of the firm's corporate and intellectual property practices and provides extensive services for sports and entertainment clients in the areas of facilities, contracting, governance, intellectual property, and mergers and acquisitions. Jinn has significant experience with both professional- and amateur -related clients and matters, including serving as long -tune primary outside counsel for the Colorado Rockies and USA Hockey; serving as one of the lead lawyers in the redevelopment of KeyArena (City of Seattle), development of Salt River Fields at Talking Stick (spring training home of the Colorado Rockies and Arizona Diamondbacks), Sprint Communications Park (home of the Columbia Fireflies) and Twin Cities Orthopedics Performance Center -related facilities; and leading naming rights deals for U.S. Bank (U.S, Bank Stadium), Twin Cities Orthopedics (Twin Cities Orthopedics Performance Center), Colorado Rockies (Coors Field), and the Atlanta Braves ('Turner Field). Jun also has participated in numerous mergers and acquisition deals involving facilities, including representing Liberty Media Corporation ui connection with its acquisition of the Atlanta Braves from Time Warner Inc., which involved professional and numerous minor league stadiums. ; Y's .fall Biot>rapliy. Charlie has been a member of the FaegreBD real estate practice since 1977. His practice covers all facets of commercial real estate. Charlie has been the primary lawyer for the development and operation of millions of square feet of space of sports, office, retail, hotel, mixed-use and industrial projects, Charlie has been involved in numerous sports and entertainment facility deals, including some or all aspects of the development, construction, leasing and/or operation of Target Center, the home of the Minnesota Timberwolves; U.S. Bank Stadium, home of the NFL Minnesota Vikings; Salt River Fields at Talking Stick, the shared spring training home of the MLB Colorado Rockies and the MLB Arizona Diarnondbacks; and Ralph Wilson Stadium, the home of the NFL Buffalo Bills, V.ic;,„(11,�j,�;';,,,;fti�� Michael Lapicola focuses primarily on drafting and negotiating construction and design contracts, as well as resoly ng construction disputes. Mike has reviewed, drafted and negotiated numerous construction -related agreements in connection with the development of entertainment, hotel, gaming, sports and miNed-use projects in several states across the country. Mike has also guided the resolution of construction and design disputes arising out of such projects. Some of the sports facilities Mike has worked on include Target Field, Miller Park, Xcel Energy Center, Hubert H. Humphrey Metrodome, Pepsi Center, FedEx Forutn, Coors Field, Twin W i 1 FAEGREBE-EOM -•.4^ PROPOSAL I CITY OF MIAMI +1303 607 3680 Cities Orthopedics Performance Center, Salt River Fields at Talking Stick, Folsom nni]c.,l_}iit.ola�ctaG,t�yi:cXI,:)wcc�tl, Field (University of Colorado in Boulder), Canvas Stadium (Colorado State University) and Titletown Development (owned by the Green Bay Packers, adjacent to Lambeau Field).' „N,ilts's..f David H. Johnson Partner, Minneapolis +1 612 766 7506 c:om Scott A. Anderegg Partner, Minneapolis +1 612 766 8716 se()t:tr��,.Ui Sldp Stitt Principal, Washington D.C. +1202 312 7405 sk n si„�tl: n� •��:±tWI�I.>,cr)1'Gd Dave Johnson provides government relations counsel to Fortune 500 companies, trade and professional associations, governmental entities and others, He has represented government entities and professional sports teams in negotiating stadium construction and financing agreements, Dave served as legislative counsel to the Minnesota Vikings in connection with legislation providing for the construction and financing of U.S. Bank Stadium and continues to represent the team on tax and labor matters before the Minnesota legislature. He has also represented the NFL and the Minneapolis Super Bowl host committee on labor and tax issues, In addition, Dave advises government entities and private sector clients on government contracting and compliance, licensing, open meeting and data practices issues, Dave also counsels clients on state and federal campaign finance law and the regulation of political activity,7 c �v'.li)• v�:;'S .f4E1..i ?1,.>.t;:: Jay. Scott Anderegg regularly advises large regional and national corporate users of commercial and industrial real estate in connection with their real estate portfolios, He has extensive experience in representing these users in real estate acquisition, disposition, lease, financing and development transactions across the United States, including sports facilities projects in Minnesota and Washington. Scott also regularly advises retailers, REITs and other real estate focused investors and businesses in connection with their asset acquisition, disposition, development and investment transactions. ;Vi(`5?tI_xti(•.fac>4rtf;4.p. Skip Stitt is a principal with the firm's government advocacy and consulting team where he helps public sector clients drive innovation, reduce costs and improve service delivery. Skip has worked on reform initiatives in a variety of areas, including government operations, public utilities and education, With all levels of governinent,facing financial challenges, Skip has experience collaborating with clients to identify, prioritize and then implement projects that address pressing financial and operational challenges. Solutions come in many forms, including public-private partnerships, operations and maintenance contracting, internal business process re-engineering and labor-management reforms,{e�vJil's 16 1 FAEGRE66,COM --” PROPOSAL I CITY OF MIAMI David Abrams Inner Circle Sports LLC +1212 370 4400 Rob Tilliss Inter Circle Sports LLC Steve Horowitz Inner Circle Sports LLC David. Becker Inner Circle Sports LLC Mr. Abrams brings 33 years of experience in investment banking and advisory assignments for public and private assembly facilities across all the major sports. Mr. Abrams advised in the development and funding for several NFL stadiums including new stadiums in Atlanta, Houston, Tampa, Jacksonville and Miami. He has played a significant role in development, lease negotiations and funding for facilities in baseball, hockey, basketball, soccer, tenr s and minor league sports, Mr, Abrams also has experience advising governments in negotiations with facility developers in major cities such as Seattle, Las Vegas, Charlotte, Orlando, Jacksonville, Miami -Dade and Broward Counties (FL) as well as advising the Development Bank of Japan. Mr. Tilliss founded Inner Circle Sports in 2002 as a registered broker-dealer. He has a 20+ year history as a leader in the sports advisory and finance community. Mr. Tilliss has led many high-profile assignments both in die U.S. and internationally, including the sale or acquisition of numerous teams in the five U.S. sports leagues and several leagues internationally. Mr. Tilliss also has extensive stadium/arena financing expertise and has performed valuation, consulting and other activities through his firm, Mr. Horowitz brings 25 years of operating experience in sports marketing, media, and technology, having worked with organizations such as the USTA, NCAA, NFL, NBA, PGA Tour, NASCAR, MLB, MLS and many others. In his current role, Mr. Horowitz has completed numerous transactions globally, including FC Internazionale (Inter Milan), Liverpool FC, NY Cosmos, DC United, Montreal Canadiens, Bloomberg Sports, Union Square Hospitality Group and Philadelphia 76ers, Mr. Becker is responsible for sourcing and executing M&A advisory, capital raising, valuation, consulting and restructuring transactions in the global sports industry, Mr. Becker's experience includes advising on transactions related to the New York Islanders, New Jersey Devils, Arizona Coyotes, Milwaukee Bucks, Crystal Palace FC, Portsmouth FC, Atlanta United, Columbus Crew, Philadelphia Union, National Lacrosse League and Wasserman Media Group, among others. Mr. Becker currently sits on the Board of Directors and the Finance/Audit Committee for the Family Health Centers at NYU Langone and is a Member of the Industry Advisory Board at the Business of Sports School. FXGRE PAM DANIELS 16 FAEGREBRCOM •••1- '' PROPOSAL I CITY Or MIAMI Inner Circle Sports .LLC Tyler Zhumet Inner Circle Sports LLC Erich Mosley Inner Circle Sports LLC Mr, Charters leads our efforts originating and executing transactions on behalf of companies at the intersection of sports, entertainment and technology, Mr, Chatters has arranged and led transactions across software, content and data, including: KOBE Software's investment from Serent Capital; Teamworks' Series A and B funding .rounds led by Seaport Capital and General Catalyst, respectively; as well as the acquisition of Baseball America from TEN: The Enthusiast Network. In addition, Mt, Charters has advised on financings for the Arizona Coyotes and Philadelphia Union. Mr, Zimmet is responsible for originating and executing M&A advisory, capital raising, and restructuring transactions in the global sports, media and technology industries, Mr. Zimmet joined the firm in the summer of 2017 and has since advised on a number of opportunities across the top five leagues in North America, in addition to opportunities in the sports technology space, Mr. Mosley is responsible for executing M&A advisory, capital raising and restructuring transactions in the global sports industry. Mr. Mosley joined the firm in the spring of 2018. Mr. Mosley graduated from Boston College with a B.S..in Finance and B.A. in German. 17 rAEGREBD,C6- ••• --- PROPOSAL. I CITY OF MIAMI rrei 11161 Inner Circle Sports — Who We Are Inner Circle Sports LLC (ICS), headquartered in New York City, is a boutique investment bank focused on the global sports industry, including stadium and arena advisory. We specialize in providing corporate finance and capital raising services including buy -side and sell -side advisory, acquisition and facility financing as well as valuation, consulting and restructuring services to a global client base. Our niche focus, industry expertise and network of relationships afford us significant market insight. Clients include a broad network of high net worth domestic and international investors, teams and team owners, leagues, sports and media operating companies, government entities, lenders and other financing sources. We leverage our investor network and industry expertise to benefit tech -enabled sports businesses across several verticals, including data analytics, software, fan engagement and content platforms. With decades of combined experience in investment banking, private equity and operating roles within the sports industry, our professionals maintain a significant network of active relationships in the global sports industry. We believe each assignment is unique and approach all our assignments with a creative and entrepreneurial mindset. We have completed many high-profile transactions across multiple different leagues and industries in the U.S. and abroad, Ri • : Advising on b:u.ying&5elimgp,' sports teams ° Debt and equltycapit l ralslrti +; Stad[unnadvisoryand,finanaI9. •` Valuationaridconsultiingertgagemarits. •' Advis.ng&nwestingGn.sportstechnologycorripanies... • Key rbi,ationshlps Leagua cornrnlss.ioners — Qorporates. — Franchiseownersandmanagernent Spb'rtstechnology'compani.es ' Sports-f&cused investorsand lenders Municipalities Mediaappn es li. 72 • ` Advised on �$'lpbn of.sporCs related N1A grid financingtransnctions •' Focus`ohtech'nicalexecutian Lool< dt dealswvltha prhncipal nlndset, +, Ensure we meet cllentobjectiwes FAEGREBD.COM • .....� T- PROPOSAL I CITY Or MIAMI ICS Focus NFL -$15bn revenue (32 teams In U,S.) MLB '$10bn revenue (30 teams In U,S, & Canada) Vi NBA -$8bn revenue (30 teams in U.S. & Canada) "I NHL 14b revenue (31 teams In U,S. & Canada) Nea a EPL IC5.8bn revenue (20teams In England) k —C3,0bn e� La Liga loSrpa revenue (20 teams In Spain) Bundesliga —C2,8bn revenue (18 teams In Germany) H Teamworks u —C2,01an Serie A SGmCA revenue (20 teams in Italy) MLS-$600mm revenue (24 teams In U,S, & Canada) $! " Llgue 1 —,M6bn revenue (20 teams In France) esports Teams, leagues & operating companies I k'Rk NLL Box lacrosse league with 30 -year history 1101., USL Second-dlvision of U,S, Soccer MI LB 165 teams throughout the U.S. ICS Network —C600mm revenue (24teams in England) k LOU" l, 3swe� sague" H., S Ao-bChampionshlp —C600mm revenue (24teams in England) as• ® a. H Teamworks Collaboration software for athletic orgs, ()lORR KOBE Sports & entertainment management solutions STATS Sports data and technology company a ---m WMG Media & entertainment company INNERO�C1 R,.CLE sI)or> s °p qy 1?f)RTftli75 Fes. BainynCanal. n�M1 A, ^i''ll)*ARtIk1111C:N x1111 ,,, PART I C7elawarev, Fanatim PICK"S North. MGM RSpRTSWwNWa:.tarr McKariseyr&( orixpnny Xfp+ endPa )larEy a;arnfurN saunas frnlauan ,, , ..... . FANDUEL 3a�tia�Y�nN COMGAST Ogard6ie & r s 19 FAEGREBD,COM -.•- -y PROPOSAL I CITY OF MIAMI Public — Private Partnerships in Stadium & Development David Abrams worked with the Atlanta Falcons Football Club in the funding of a new retractable roof NFL stadium. The stadium, which cost in excess of $6 billion, was funded with a combination of local government financing supported by a local hotel/motel tax; private funding from the Atlanta Falcons and a contribution from the NFL stadium funding program. Mr. Atlanta Falcons Abrams worked directly with team representatives, state and local officials Stadium Funding and their representatives as well as legal counsel in negotiating and developing an optimal funding program for the municipal financing. In 2009, Miami -Dade County hired David Abrams, to lead the $320 million bond financing for the construction of a new Major League Baseball stadium for the Miami Marlins. The financing consisted of five series of bonds consisting of tax-exempt and taxable debt secured by tourism taxes levied in the County. The financing was accomplished during very challenging financial markets with a variety of maturity structures and with the assistance of bond insurance and underlying ratings of A2/A+/A. Miami Marlins MLB Stadium In 2010, Mr. Abrams led a separate transaction for the City of Miami of $101 million that funded the parking facilities at the new stadium. The City's bonds were secured by multiple revenue sources including a capacity payment by the Team for utilizing the parking structures. In 2006, David Abrams served as lead banker to the University of Central Florida and the Golden Knights Corporation in the financing of a new M. collegiate football stadium. The UCF Golden Knights used the proceeds of this _ $64.5 million financing 'to fund the construction of a 45,000 -seat football stadium located on the campus of the University. The stadium includes approximately 800 club seats and 25 luxury suites with the stadium having. University of the shape of a closed -in bowl. The Stadium is the home field of the Central Florida University's intercollegiate football team. The University hosts six football Collegiate games annually as well as a wide range of other events. Mr. Abrams assisted Football in the preparation of the funding analysis and revenue forecasts as well as Stadium helped devise the tax analysis, which allowed for a significant amount of the funding to be supported with the issuance of tax-exempt debt. The 45,000- ». ..,,,__,......._.....,........,,...», M seat stadium was completed in 2007.,,M_�..m....._...� FAEGRE PACR CMIELS 20 1FAEGMBDK§HM -•1 PROPOSAL, I CITY OF MIAMI w`\ ` Dolphins Stadium Corporation hiredDavidAbrams to lead the banking effort in the multiyear funding of numerous improvements to the home of the Miami Dolphins NFL team. SunLife Stadium, located in Miami Gardens, Florida, is a world-class sports and entertainment facility that has hosted a wide variety of events including Miami Dolphins Football, Florida Marlins - --= Baseball, the FedEx Orange Bowl (including the BCS National Championship game in 2009), and was the home of several recent Super Bowl games including 2007 and 2010. Miami Dolphins In 2006 and 2007, Mr. Abrams led the team that raised over $150 million of Stadium variable rate bonds. The proceeds were used to fund additions, alterations Improvements and improvement to the stadium complex including suite, club and plaza area improvements. In addition, the Stadium Corporation chose Mr. Abrams' team to remarket all of its outstanding $240mm of variable rate indebtedness. The 76,100 -seat stadium's $246 million improvements and refinancing w g project as completed In 2008. In 1996, David Abrams served as Financial Advisor to the Florida Panthers and Arena Development Company to lead in the financing program for the funding of a new NHL, 21,000 -seat civic arena in Sunrise, Florida. The project included $135 million in tax-exempt and $49 million in taxable bonds, As Financial Advisor, Mr. Abrams advised the Panthers on financial feasibility and structuring aspects relating to construction of the arena (secured by :::::.:___::_::::::::__:::::::: _ rte... hotel occupancy taxes, state sales tax rebates and facility revenues); prepared and reviewed detailed revenue and financing estimates and alternatives including tax analysis, which was instrumental in the negotiation -.: of the development, operating and license agreements; and provided - analysis and funding models to the County for its bond issuance. The results BBQ Tr t of this work saved over $90 million in debt service for the facility, en er NHL Civic Arena Florida Panthers In 2004, Mr. Abrams advised the Florida Panthers regarding the execution of a financial restructuring of the original Arena bonds. The restructuring provided an additional $17 million to fund needed capital improvements. In 2006, Mr. Abrams lead the County investment banking team in the execution of the issuance of $177 million of refunding bonds which unwound the 2004 financial derivative and allowed the County to issued fixed rate refunding bonds while providing additional savings to the County and the Team. �I X 21 FAEGREBD.COM�-•• PROS A.I- I CITY OP MIAMI .•David Abrams advised Houston NFL Holdings, LP (the ownership group awarded to the 32n6 NFL Expansion franchise) in negotiations with the Harris County -Houston Sports Authority regarding a new $461 million, domed NFL stadium to house the expansion of the Houston Texans. Mr. Abrams led the Riostadium funding and financial modeling effort for the team, working toward construction commencement in 2000 with completion for the 2002 season. - - Mr. Abrams was involved in negotiations with all parties including the NFL, Harris County, the City of Houston, the Harris County -Houston Sports Reliant Stadium Authority, and the Houston Livestock Show and Rodeo. He prepared detailed Domed NFL cash flows analyses relating to the debt capacity of units of local government, Stadium which formed the basis for negotiating the principal funding documents. He Houston Texans also assisted in the preparation and presentation of team financial information to the rating agencies and credit enhancement providers, while negotiating key business terms related to the issuance of debt by the Sports Authority. The 71,500 -seat, retractable roof, multipurpose stadium opened in 2002. Abrams served as advisor to the Tampa Bay Buccaneers in its E negotiation with the Tampa Sports Authority for the licensing and funding of a new $:1.25 million stadium. Mr. Abrams prepared revenue forecasts and assisted in negotiating lease terms with the governmental entities involved Raymond James in the project. The ability to provide data on a variety of different operating Stadium scenarios allowed the Buccaneers to negotiate their agreements with the Tampa Bay TSA, The TSA contributed the majority of the construction proceeds from the Buccaneers issuance of bonds secured primarily by a local sales tax approved in a referendum. The stadium was completed in 1995. David Abrams served as financial advisor to the City of Jacksonville, assisting HE likifflogn the City in financing improvements to the existing Gator Bowl: The purpose of this financing was to improve the facility to attract an NFL franchise. Ultimatelythe City was awarded a franchise, and the financial advisor worked closely with the City on the implementation of a lease agreement with the Everbank Center team. The funding occurred in three series of tax-exempt revenue bonds NFL Stadium totaling $112 million issued in 1994, 1995 and 1997 and secured by hotel Jacksonville occupancy taxes, sales taxes and utility franchise fees. The 67,400 -seat Jaguars stadium opened in 1995. 22 I FAEGR6BfJ.COM •••- PROPOSAL. I CITY OF MIAMI Select Assignments with Local Governments 23 1 FAEGREBd.COM •••- ICS was recently hired to advise the City of Charlotte regarding investment in sorts facilities with a focus on the NFL stadium, practice facilities, and local related real estate and infrastructure, including providing for the °=-- =-- s development of an MLS stadium. As part of this assignment led by David Abrams, ICS interfaces with team owners, developers and city staff to Charlotte, NC establish a framework for the further development of a downtown sports and entertainment district. This ongoing project seeks to establish objectives for development and funding of projects and related assets. From 2017 to 2019, ICS advised the City of Seattle on the redevelopment of Key Arena. During this project led by David Abrams, ICS worked with city staff ....Y__;;;;,;; and elected officials to establish a framework for the redevelopment of this --`"` ' historic landmark by the private sector. The outcome resulted in an excess of $800mm in private sector investment while concurrently reducing the city's Seattle, WA exposure during development and operational phases, also creating potential for an NHL expansion franchise to play in the arena. From 2013 to 2018, ICS assisted with public/private funding processes forthe _ . - Detroit Red Wings'/Ilitch Holdings' new events center. As part of this project - led by David Abrams, ICS participated in structuring the issuance of $250mm = of bonds backed by taxpayer money and $200mm of bonds backed by Ilitch Holdings' development arm, as well as interfaced between the team and the ... ... -....... _-._... ..................................... = Detroit Economic Development Corporation. The project successfully Detroit, MI resulted in creating a framework for public and private investment in the Red Wings' entertainment district —the "District Detroit." ICS has advised the City of Las Vegas on several sports related projects . ;;;;;�_;_ including 1) a downtown development of a Major League Soccer stadium; 2) i :.....__.: -......-....x a proposal to the NFL and the Oakland Raiders/LV Sands to develop an NFL stadium at Cashman Field; 3) an analysis of repurposing the Cashman site including the baseball stadium and convention center; 4) a review of lease .............. structures to accommodate a USL franchise within the City; and most Las Vegas, NV recently 5) an assignment to negotiate and analyze funding strategies for the development of a 60 -acre sports complex with related commercial development within the City. 23 1 FAEGREBd.COM •••- PROPOSAL I CJTY OF MIAMI ICS is Global Leader in Professional Soccer Advisory B Group 201 ICS is a Recognized Authority in Sports Facility Financing and Advisory 0 Mil Football Club ! pootball Club C ty Cr. W s. Vega Football Club laml-Da e m INq .,�ounty . ?8mm qz 7om'Nlck and MY, Ltd 2008 Cinanelal Advisor on ..2007 sRK eGlji.ett:m. iffinStadlu 2 6 2007 ICS is a Recognized Authority in Sports Facility Financing and Advisory FAEGRE BWR DWHELS 24 FAEGREBD,COM ..... ....... Mil C ty Cr. W s. Vega laml-Da e m INq .,�ounty k DAD Cinanelal Advisor on sRK iffinStadlu ...................�............ qvswdlumPr.JPct whOr . Finarcla Advlsoroh RefWn,cnOS"10r Redevelopment &MLS d Center.'Man r plo 2016 2011-201 01i-2015 2009 -1 Flbrldapanthars Miami Dade J Br6 6rdCoynty versay z py uNTY dd 9mMSrAr, � 177mm M3 FootbalIstadwe4 : An Sr SerFacilityg to 1P grena Improvements Rerarpln gent G!VqArqoa Refunding .. z. sqn!Qr We kproject earr., visor ' am 6, SUbsillutlpq_ .. Arranger. iOG :2006 �005 0a, wo 2603 �. :............................ � ..': qrijrIIns �qnvq�ArenaTLP�, ATpricanAlrilnqs San Francisco t ay , JsonSquareR- ... .. C e ter , Garden 777-777— a Stadium PTojeqt,:::. Notes N$17nmrn Sr avl*sb: r6 aie Purchase 'Tam Ad �.Pepsl,U erpr9je. A"..v.Is.,o:- q� ation,s Ad visor. Agent 1997 2002 u -19 J: 7 Y W.W.WMV fil FAEGRE BWR DWHELS 24 FAEGREBD,COM ..... ....... Fowler ,, ATTORNEYS AT LAW,.' Miami ) Fort Laudordale I Balm Beach April 12, 2019 ;•, cif City Attorney of the City of Miami C/o Earnaby L. Min 444 S.W. 2nd Avenue, Suite. 945 Miami, Florida 33130 305.789.9273 direct 305.728.7573 fax Ikonski@fowler-white.com Re; Request for Letters of Interest for Outside Counsel to Assist the City of Miami Dear Mr. Min: Enclosed please find the Proposal for Fowler White Burnett, P.A. and O'Melveny and Myers in response to the Request for Letters of Interest for Outside Counsel to Assist the City of Miami Office of the City Attorney in Negotiation and Legal Review of Contract Documents for the Lease of the City Owned Property known as the "Melreese Country Club" :and related redevelopment including the construction of a soccer stadium, commercial facilities and a retail complex. We believe we have put together a strong and experienced team with real-life substantive experience in all areas the City may require assistance in. If you have any question, please do not hesitate to call us. With best regards, I am ®. l s. S. Konski Shareholder Enclosure cc; Daniel A. Millian, Esquire Irwin P. Raij, Esquire Brlckell Arch 11395 Brlckeil Avenue, 14th Floor I Miaml, FL 331311 www.fowler-white.com Traditional values, Innovative thinking. This is how we define ourselves at Fowler White Burnett, More than seventy-five years ago, we opened our doors with those principles and they continue to guide us as we move forward. We have the breadth of knowledge and expertise necessary to meet the diverse needs of our clients, whether they are ambitious start-up businesses or well- established Fortune 500 companies. Our proven results have earned us a stellar reputation in the Florida legal community and our consistent and exceptional client representation has served as the bedrock of our business model. At almost 80 attorneys, Fowler is headquartered in Miami and has additional Florida offices located in Fort Lauderdale and Palm Beach, The reputation of Fowler is built upon our commitment to the interests of our clients and our in-depth practice -area knowledge. Our skilled team of transactional attorneys and litigators provide advice to clients on a broad variety of complex legal issues. Along with our partner, Irwin Raij and his firm O'Melveny, the Fowler/O'Melveny Alliance creates the perfect collaboration to represent the City of Miami in the negotiation and development of the Melreese Country Club project and associated transactions with Miami Freedom Park, LLC and the related Major League Soccer franchise. At Fowler we have a team approach in which we assemble a team of lawyers and other professionals to ensure that our clients receive sound advice and the strongest possible representation. When necessary, and with client approval, attorneys from other practice groups within the firm are consulted regarding specific issues with which they have expertise. Additionally, we regularly develop relationships and alliances with experts in Florida and throughout the nation to provide added value to our clients. The proposed Fowler/O'Melveny Alliance will provide additional depth and perspective to our representation of the City of Miami. This team approach is a hallmark of our law firm. Fowler's Real Estate Group represents major residential and commercial developers, financial institutions and investors in all facets of real estate transactions, From acquisition and development to leasing and final disposition. Our attorneys handle a wide range of real estate projects, including office buildings, mixed-use properties, hotels and multi- family communities. Our clients benefit from the collaboration between the real estate team and other Fowler practices, such as corporate, tax and litigation. In every project, our goal is to provide the I guidance and resources needed to successfully execute a transaction to a client's best advantage. Our Real Estate Group has the experience, market knowledge and business savvy to negotiate and document lease transactions quickly and thoroughly. We represent both landlords and tenants in all aspects of commercial lease negotiations that often cover millions of square feet of space in office, retail, industrial, institutional, shopping centers, warehouse, hospitality, manufacturing and mixed-use properties. We assist clients with the following leasing -related services: • Contract negotiations • Purchase options • Space construction • Rent escalation clauses • Leasing brokerage agreements and issues • Ground -lease transactions both for new developments and existing buildings • Major sale and leasebacks transactions • Creative tenant -equity leases • Reciprocal lease agreements • Financing arrangements • Property management agreements In addition, our attorneys provide advice and analysis relating to the impact that various leasing strategies have on specific financing and lender considerations, regulatory requirements and exit strategies. We examine the overall asset management goals of the property to assist our clients in choosing the leasing methods and strategies that provide them with the best solutions. Fowler regularly structures and executes transactions for a variety of property types, including: • Office buildings • Shopping centers • Industrial parks • Development parcels • Hotels • Mixed-use projects • Residential and multifamily subdivisions ® Condominium projects We represent real estate developers, contractors and investors in the design, construction and development process. This representation includes: ® Joint venture and partnership agreements ® Land acquisition w Entitlement and subdivision matters ® Negotiation and documentation of development agreements • Construction contracts ® Architect's agreements We have extensive experience in all aspects of corporate transactions, including: ® Counsel regarding entity selection ® Structuring and formation of domestic and foreign corporations, limited liability companies, partnerships and joint ventures ® Negotiation and documentation of mergers and acquisitions, buy -sell agreements, venture capital transactions, private offerings, asset and stock purchase agreements, reorganizations and liquidation ® Drafting, reviewing and executing business financing contracts, including all forms of loans ® Executing a wide range of corporate agreements, such as shareholder, management, operating, marketing, and licensing agreements • Non -competition, employment and independent contractor agreements ® Providing advice regarding exit strategies and family business succession planning Fowler attorneys counsel clients on all matters relating to the daily structure and internal operations of business entities. These include fiduciary duties of corporate officers and directors, the conduct of meeting and shareholder communications and internal investigations, among other concerns. Along with his extensive sporting/stadium experience, our Alliance partner, Irwin Raij at O'Melveny, has specific MLS experience which includes: • Advising Phoenix Rising Football Club in connection with its bid for an MLS expansion team for the city and related new stadium construction. ® Advising Palace Entertainment in connection with its bid for an MLS expansion team for Detroit. ® Representation of Albert Friedberg in connection with the acquisition of a minority interest in Orlando City SC. ® Representation of multiple entities seeking to acquire both minority and majority interests in Major League Soccer (MLS) franchises, ® Representation of the Orlando City Soccer Club with respect to stadium agreements for original site. ® Representation of EB -5 provider related to possible financing for new soccer -specific stadium for DC United. Fowler and O'Melveny recognize that the City of Miami is a dynamic entity and to understand and meet your evolving needs we propose our Alliance. We would be proud play a vital role in protecting and expanding the City of Miami's objectives. 0 Equal opportunity has been a core value at Fowler since our founding. We recognize that individuals representing diverse backgrounds, experiences and perspectives enhance our working environment and improve the quality of service to our clients. This is why we are committed to the principles of diversity. By recruiting, hiring, and promoting people of different cultures, backgrounds, beliefs and preferences, the quality of our work life is improved and the legal services that we provide to our clients is more creative. Fowler emphasizes a culture of mutual respect and inclusion at all levels within the firm and we pride ourselves in providing our staff and attorneys with the opportunity for professional development and advancement, In fact, Fowler was recognized in 2018 by the Daily Business review for its diversity in the Florida legal community by both ethnic and gender diversity. Committed to the principle of giving back to the Florida Community, Fowler is grateful to have served for more than seventy-five years and created the Fowler White Connects Community Service Initiative to provide a venue for Fowler attorneys, staff and their families to join together in a variety of efforts to support the important work of many worthy, not-for-profit organizations in the state of Florida. From Habitat for Humanity Blitz Builds to participating in 5K runs, the firm encourages attorneys, staff and their families to be actively involved in enhancing the firm's presence in the communities it serves. iiiiiiim 0..Melvenv s April 2019 Stadium eve[o rent vei We represent and work withall the rim.. arY players related to facility and - Our Client foster Includes: ancillary development: government entities; leagues; teams; universities, 9 team.owners and investors .. . developers, financial stakeholders, public and private owners; operators, developers of sportsrnplexes '.;project lenders, investors,. and contractors: - (stadiums, arenas, broadcast studios, etc.} ..In the'broadest:sense of the role,; we function as the project point.of contact- ®' domestic and .international government managing information and providing strategic counsel for each: milestone such entities.. . - as site selection,. entitlement, facility plan; ancillary development, construction, ®' professional sports leagues and financin g, and public subsidies.and/or incentives for negotiating public private associations `partnerships. ®' individual athletes and.tebms . corp sponsors ponso s We have extensive .experience negotiatingand drafting..all necessary stadium " o.. financial: institutions agreements,. including:non=relocation agreements, management/license .. ® universities agreements, and agreements necessary to secure financing. . min r I :.II IIIIII�II.IIII.I. I I 1............... 11 1 x .. '..., ,,�:.. ,, Mq w •irii . r .. ampanies operatrng in the sports industry .. . - - E IN I PiT311MT `: MMp vironmenfal Approvals: Advise on environmental approval process its effects on construction and financing. Public Approvals: Liaise with and address local official concerns. Attend required public hearingslapproval meetings. Stadium Agreements: ltlegot ale and draft all necessary stadium agreements, including no-relocatior agreements, management/license agreements, and agreements. Corporate Stru re/t egat Considerations: Determine/analyze and d6velop an enterprise structure that is both tax efficient and take into consideration league rules, and implement same. Man of Finance. Analyze var`fous structures and .assist with.development of capital stmt, 1 his includes taking into .account local, state and federal tools as wall as the impact of ancillary. development. Operating Agreements: Negotiate operating agreements for both facilities and ancillary development, including ;email, multi -family, hospitality, and gaming. Design and Constructon Construction: Advise on contractor and contract selection, and negotiate to guarantee cast and completion date. Review contractor guarantees, payment and performance fonds and/or sub -guard- Work with construction consultant to develop scope_ Site Evaluation; Consider numerous factors including team's image, public transportation, harking, activity accommodation, cast -benefit analysis, construction schedule, & PEST FL analysis. Insurance Program -Develop insurance program for both construction.and aerations, Review ACIP (owner controlled) vs. CUP (contractor controlled) and key elements of program vfith tate team. Ancil'rary Development Agreements= Negotiate ancillary real estate development agreements to maximize revenue and protect development securlr r m=erest. 4Le�.0 �I Jnr"M1111Z T. IIVILB Conml--ioner, Bud Selig, ia serve -on a ffww pe. -son cornmildee to determine feasibility of developing anew sta-diUm for tIn OaMand A!s in Northern Caffornia . ........ . ....... .... . .... .. .... M R-Itsborough County in its ongrig efforts to buNd a new ballpark for the Tampa Bay Rays U] MLB's ownsel on, R.9 succes-Al ef fbrfs to fm itate the negotafiw and approval of a new stadium for the hiliami Madins W State in support of, Gov Andrew Cuom&s efforts to keep the Buffalo IN-% in Buffalo, ind-u6mg assessment of a new b6diding and successful ne0ation of a lease extw—.&,qn and non-rdocafon a9fe'ement in 24I3 MOL 1 i\\IIGuptuOKLYN SNORTS & ENTER—'AIN ENT SrooWyn Sports & Entertainment in arena operations Detraa Pistons in a muni -year namkig rights agreement [MC in an agreement with the Miami Dolphins support arrangement with AEG Facilitieswith henry Ford Health Center to relocate the Miami Te rnis Open to Hard knock Stadium in MiaN Gardens IWARM LEGENDS Alv*�/ Larry. H. Miller -Sports and In ertainrnent, Larry H. Miller Sports and Entertainment, Legends Hos*lity in vadow concessions services, owner of the RBA s Utah Jazz, in a mutt%year owner of the MBA's Utah Jazz in a multF year arena sponsorship and sales and marketing matters tickeirng agreement with Ticket Maser naming rightstransaction far ViiuintSmi n HomeArena UNIVERSITY f H, OF '01"LA 1>VA An'T I NSKM ?ortiard Trail Blazers in la -year Un vereiCy of Alliaml in naming dgivs deal for t w•si is its overall Ting iights and sponsoring 9 p arrangemeats with the Diamondbads and Suns, and its grana rights 6 arisac�cn for the �loda tenter on cane us arei�ra sted Lmr"igt agree nt�F i�r the Seahar�ks Select Public -Private Partnership Experienct OMelveny C1 x high -S RoiMuthority Regional Airports Improvement Caii%rri a i Speed Rail Authority m its The Califorrda Departm ent of Alameda Corridor Tyr portatFon Author y Crxporaf tan t issuance e of over Ei53 I USS68 billi-ja prgaot to develop a high weed passenger ra€t systert� in Gaiifa�tra Transportation in the negotiation of tree in operational and fu-ranc` matters related billion in r fact bonds fortertninal and poi rttial ubTi� nva� railroad P P to a US$ bIEFDri t€Fgt€ speed saigo rats other facilities improvements at infrastructure projects as part of a US$2 project. Los Angeles Internahonal Airport bill on ir-rastraclixe program i*ave tars.. METROLINK, 'r Of OAMLAND POR IFM lCivESt{iTS in Ii;E second ph.ase LaGuardia Gateway Prtn2rS to its Metrolink in its US$5011, million acquisition '- The l=Q€t of aftland in connection with the : of the proposed privatization of successful bid W privafte. N&A, York and estabtishmerrIt of a commuter rail development of a rail iff�ar iodal acilFty in Chicago's MMdway International Airport, LaGuardia Airpor s ce*at tarninal system in Southern Callfbmia t7altlartd Ga:ifn nia valued at app cxirnately USU.5 bilr building .... .... . Plenary s Evac—It, e ;. ire Plenary Gtotx Edgern€aQr Dragadee USA in a:and tonne-Acri with a Regionai Airports Irnproveiitent benver International Airport -€n a proposed =nfras€ructure.in its finning US 45U private corlsortil im bidding for the riga to Corporation, as borrower on behalf of g bGc=privatE partnership for the rnttiior bid for a public-private partner -hip, develop, operate, and Maintain the Southwest Airlines, in a cie�f�il y to redevelopment ?Firt t}f LS.iai'i at Hall with the City of Long Bea6 to deveop Presidio Parkway project in San Francisco ff €nd over USSMO mt lion in and trance the Gitys new trop€4VeifieritS to Terdmal l at LAX civic center complex OMelveny «^ 'MP 2±»«M SpOontE; �....y-�y.w«:�.w. . . <. .hgnib ...? ,<,� w:* -%I«. # « .WHOLE G )iin # a a :^'2 an aper:}■rSports ? r ?& Entertainment: nm Sport (\ 1 a practitioner a. the apogee ■< the field - 201:9 -\# � _ - � . ._ . . Year �< « : .� ©� « « � . - - � - � . . a � �,, ,. « » y. � \ :: � : ::. \a 2\ \ : <\ 2 d \ \ : \ Irwin ..y. ? d«>f:ija -\ Baker : ::«a:*w* .«»2»._<»� N3 1 IOU,= Three partners named One partner nam, ed in 407 "'Elite Power Players - °_ � V414 F14 .14. 2018 Practice Group of the Year SPORTS Ranked in 2018 CHAMBERS AND MKTKEP H I 32Practices 6Lawyers For four consecTLive years, ranked among the "'Most Innovative North American Law Firms"' FINANCIAL TIMES "A-Ust" for the 711, consecutive year Selected among the top 10 firms in 2018—gMelveny rank-ed.among the most "well-rounded' firmsin the areas of revenue per lawyer, pro bones commitment, racial and gender diversity, and associate satisfaction Ranked in 2018 39Practices 9 Lea&-tg Lzvvyers 85recommended LaAyers 6Next Generation Lawyers I 4�1 38Lavvyers Listed in the 2019 edition ... . ..... ...... . 28Lawyers listed for 1.0 or moreyears Recognized in 2018 i Named -Law-yer.of the Yea" ""A Fierce Player"� AWMAIMM Named a "star" In 201.8 4LItioa4ion Depart-ne &A of the V6arm :contest One of on [Jwofhrrns-ro have wmibc—awa.rd or been named a flnalisi or honorable nienwn recipient each year the corr.foe' ffion has been held 11 Tier I National Rankings (23 total ranked practices) ATier I Regional Rankings Three practces named Pradice Group of the Year MISIM CONSULTINQ GROUP Leader in client relationships Crient SeMm A -Team In addition, their LMgatlon Outlook 2019 repoft names C'MelVellytea Rs"FaWson'te HonorRoll"and ranks OieRrTn a Istandalit" In f0v Separate areas offugation. Class ActionUtIgation Complex Employment Litigation Sewfifts Lfrigation Compfex Commerdai Udgabon Four partners named For four consecutive years, ranked among the zgMost Innovative North American L.Aw Firms"" FrNANICIAL TMES Tor the 6t" year running Mr-11r.1,11-1cy named O'Melveny one of the H O'Melveny earns: LCL 's "Cornpass Award"' honoring firms that show exemplary commitment to creating a truly diverse US legal profession .1 -Or six cows eca-A-h-Vem years O"Melveny has eamed a 4 'j Rating on HRC's Corporate Equa ft- Index, in addfflon to being named a st Place to, if rk frur,'LGO� Equat.11tv Honored In the Americas Women in Business Law Awardis "Best Intemational firm for women In business law"" for the third year In a row, plus "Best International mertoring program" 03". N As Sports Industry Group Co -Chair, Irwin P. Raij has extensive experience advising clients on a wide range of sports business issues, on both the professional and the collegiate levels. He has represented owners and acquirers of professional sports teams, leagues, universities, and state governments. His experience includes matters related to MLB, MILE, MLS, NBA, NHL, NFL, and EPL, along with major colleges and universities. Irwin also is an owner of the Oklahoma City Dodgers (MILB), and the MLS Los Angeles Football Club (LAFC). Irwin has handled new stadium development projects, project program and development counseling, financing, construction, license/lease agreements, management agreements, concessions, merchandising, ancillary development, licensing arrangements, promotional and advertising agreements (Including naming rights), sports technology counseling/ventures, ticketing arrangements, stadium service agreements, RSN formation, and television, radio and media rights agreements. A consensus builder, Irwin also has experience successfully negotiating complex public-private partnerships. Recognizing the significance of Supreme Court's May 2018 decision permitting states to legalize sports gambling, Irwin created and leads an interdisciplinary task force comprised of partners across the firm's practices and offices to better serve clients navigating this new legal terrain. Previously, he served as assistant counsel to the Gore/Lieberman presidential campaign, responsible for compliance with Federal Election Commission regulations, drafting committee contracts and leases, conducting research O'Melveny & Myers LLP Admissions Bar Admisslons District of Columbia Florida New York Education Washington University, J.D. University of Miami, B.B.A. t and providing other legal guidance. Irwin also served as an attorney in the White House Office of Counsel to the President and later as associate counsel in the White House Office of Counsel to the Vice President. Irwin began his career as an attorney advisor for the Department of Housing & Urban Development, and returned to that Department to serve as special assistant in the office of the general counsel and as acting managing attorney for the FOIA Department. Experience Mergers & Acquisitions • Represented David Tepper, founder and president of global hedge fund Appaloosa Management, in his US$2.275 billion acquisition of the NFL Carolina Panthers, the largest transaction for an NFL team to date, • Advising Phoenix Rising Football Club in connection with its bid for an MLS expansion team for the city and related new stadium construction. • Advising Palace Entertainment in connection with its bid for an MLS expansion team for Detroit. • Represented Albert Friedberg in connection with the acquisition of a minority interest in Orlando City Sc. • Led the team that represented Guggenheim Baseball Management (headed by Mark Walter, Earvin "Magic" Johnson, Stan Kasten and Peter Guber, among others) in the acquisition of the Los Angeles Dodgers, the single largest transaction ever for a professional sports franchise to date. • Represented Rangers Baseball Express (the investment group led by Chuck Greenberg and Nolan Ryan) in its acquisition of the Texas Rangers. • Represented former Milwaukee Bucks President and Owner Herbert Kohl in the $550 million sale of the basketball franchise to New York investment firm executives Marc Lasry and Wesley Edens. • Represented multiple entities seeking to acquire both minority and majority interests in Major League Soccer (MLS) franchises. • Represented client in,acquiring an e -sports team. • Multiple additional representations of individuals seeking minority or majority interests in professional teams in various leagues. Stadiums and Related Development • Providing advice and counsel to the City of Portland's local business community In connection with bringing an MLB franchise to the city, including a proposed acquisition and related stadium and several million square feet of ancillary development. • Representing the State of Hawaii's Aloha Stadium facility with site analysis to facilitate planning possible new stadium and ancillary development. • Representing Syracuse University on sports facility development matters, including stadium finance and project management. • Representing Hillsborough County in its ongoing efforts to build a new ballpark for the Tampa Bay Rays. O'Melveny & Myers LLP • Representing multiple state governments regarding stadium development and financing matters related to stadiums for minor league baseball teams. • Advised IMG regarding an agreement with the Miami Dolphins to relocate the Miami Tennis Open to Hard Rock Stadium in Miami Gardens. • Represented the West Villages Improvement District with respect to the development of a spring training facility for the Atlanta Braves in Sarasota, Florida. • Represented the City of Atlanta and Fulton County Recreation Authority regarding an arena operating agreement and non -relocation agreement in connection with the US$190 million State Farm Arena (formerly Philips Arena) renovation, home to the NBA's Atlanta Hawks. • Represented Major League Baseball (MLB) in its successful efforts to relocate the Montreal Expos, now the Washington Nationals, to Washington, DC; and separately in all matters related to the construction of the new, more than $600 million ballpark for the team. • Represented MLB in its successful efforts to facilitate the negotiation and approval of a new stadium for the Miami Marlins. • Appointed by MLB Commissioner Bud Selig to serve on a three person committee to determine feasibility of developing a new stadium for the Oakland A's in Northern California. • Assisted with matters related td development of the Milwaukee Bucks' new arena and ancillary development. • Counseled New York State in support of Governor Andrew Cuomo's efforts to keep the Buffalo Bills in Buffalo, including the assessment of a new building and successfully negotiating a lease extension and non -relocation agreement in 2013. • Represented the Orlando City Soccer Club with respect to stadium agreements for original site. • Served as member of the Sacramento First Task Force, which assisted the City with evaluating options for the new Sacramento Kings arena. • Represented University of Miami on its basketball arena naming rights deal with Watsco. • Represented EB -5 provider related to possible financing for new soccer -specific stadium for DC United. Media • Represented Combate Americas in connection with a multiyear media rights deal with DAZN, the live -streaming service of Perform Group, in which DAZN will be the exclusive provider of Combate Americas' English language broadcasts in the United States and Canada. • Represented LaLiga, the Spanish soccer league, in its joint venture with Relevent Sports to commercialize its media, sponsorship, and licensing rights in North America. Assisting the Kansas City Royals with the negotiation of a media rights deal with Fox. Representing Combate Americas, the first US Hispanic Mixed Martial Arts (MMA) sports franchise, in multiple domestic and international media deals. Represented Guggenheim Baseball Management (the ownership group for the Los Angeles Dodgers) in the formation of American Media Productions, LLC (AMP) which launched SportsNet LA and the related media agreement between the Dodgers and AMP to air Dodger games. O'Melveny & Myers LLP • Represented University of Oregon for its $57 million multimedia rights deal with IMG College. • Represented Syracuse University in negotiation with IMG College for its multi -media license agreement. • Represented Combate Americas in its agreement with the Ultimate Fighting Championship (UFC) to air events on UFC Fight Pass, UFC's over -the -top (OTT) digital streaming service. Professional Activities Speaker Speaker, "The Role of Lawyers in Professional Sports Franchise Acquisitions," Harvard Law School (October 11, 2018) • Panelist, "Innovations in Stadium Development," Miami University of Law Global Entertainment & Sport Conference (April 5, 2018) • Panelist, "Arenas/Expansions," Sports Law Symposium, Harvard Law School (February 26, 2018) • Professor "Purchase and Sale of a Minor League Baseball Team," Miami Law School (February 23, 2018) • Panelist, "New Opportunities in Public Financing — Best Thinking About How and Where Stadium Meets Public Infrastructure Financing," RCLCO & Populous Workshop (February 12, 2018) • Speaker, "Team Valuation," Lagardere Esports Rising, Sports Business Journal, Marina del Rey (November 9, 2017) • Speaker, "Collegiate Athletics," Sports Business Summit, The Wharton School at the University of Pennsylvania (November 3, 2017) • Panelist, "Legal Aspects of Major Sports Venue Management," Sports Lawyers Association Conference (May 19, 2017) • Speaker and Panelist at numerous universities, including UCLA, University of Miami, Marquette University, University of Pennsylvania, University of Maryland, Notre Dame, Cal -Berkeley, Duke University, and St. John's University, among others Corporate Ticket Impact Conference (CTIC) Author • "Super Bowl Lill: All Bets Are On," CFO.com (January 29, 2019) • "Murphy v. NCAA: How Legalized Sports Betting Could Affect Athletes' Publicity Rights," The Licensing Journal (January 15, 2019) • "Legalized sports gambling: Anti -money laundering compliance," Westlaw Journal Bank & Lender Liability, co-authored with Nicole Argentieri, Steve Olson, Eric Sibbitt, Jeremy Maltby, Laurel Loomis Rimon, and Marjorie B. Truwit (October 29, 2018) "Public Development for Professional Sports Stadiums," Oxford Handbooks Online, co-authored with Alex Chester (September 19, 2017) "Legalized Sports Gambling: Revenue Opportunities Following Murphy," O'Melveny & Myers LLP Client Alert, co-authored with Jared Bartle, Alex Chester, and Marjorie B. Truwit (August 13, 2018) O'Melveny & Myers LLP 4 • "Sports Gambling: Federalism and Potential Federal Legislation," O'Melveny & Myers LLP Client Alert, co-authored with Marjorie B. Truwit (June 25, 2018) • "Supreme Court Overturns Third Circuit, Holding Federal Prohibition on Legalization of Sports Gambling is Unconstitutional," O'Melveny & Myers LLP Client Alert, co-authored with Charles Baker and Jared Bartle (May 15, 2018) • "LA Can Learn Lesson From Rams PSL Ruling," SportsBusiness Journal, co-authored with Alex Chester (January 9, 2017) "Understanding Objectives Can Reveal True Value Of College Rights," SportsBusiness Journal, (October 27, 2014) "How Responsibility For Ancillary Development Has Shifted," SportsBusiness Journal, (September 23, 2013) • "How ADA Compliance Affects a Venue's Capital Improvement Plan," SportsBusiness Journal, co- authored with Erick Harris (May 21, 2012) • "How A Stadium, Surrounding Area Can Boost A Team's Revenue," SportsBusiness Journal, co- authored with Erick Harris (June 6, 2011) • Multiple articles on topics such as facility development, ADA, ancillary development and stadiums, the business of college athletics, and media Member • National Board of Directors for the Development Corporation for Israel • Board of Advisors for the University of Miami School of Law's Graduate Program in Entertainment, Arts and Sports Law • Former Board of Directors of the Washington DC Jewish Community Center and the Greater Washington Jewish Federation (2013 and 2014) • Former member of the Jewish Federation of North America's National Young Leadership Cabinet and the Israel Bonds New Leadership Board • Former member of the National Alumni Association Board of the University of Miami, and member of Iron Arrow • Former member of the Board of Directors of Amigos for Kids®, a Florida nonprofit Honors & Awards • Recognized as one of The American Lawyer's "Dealmakers of the Year" (2019) • Selected as a Sports MVP by Law360 (2018) • Recognized as a "Dealmaker" in Variety's Dealmakers Elite: New York (2017-2018) • Recognized nationally for sports law in the 2014, 2015, 2016, 2017 and 2018 editions of Chambers USA: America's Leading Lawyers for Business • Selected as part of Sports Business Journal's "Power Players: Sports Lawyers & Outside Counsel" 2016 list O'Melveny & Myers LLP 5 • Recognized by The Legal 500 for work in sports law in 2010, 2014, 2015, 2016, 2017, and 2018; recommended by The Legal 500 for work in media and entertainment law in 2018 • Recognized by Who's Who Legal; Sports and Entertainment in 2015 and 2018 • Named to the 2011 Sports Business JournallDaily 40 Under 40 list • Selected for inclusion in the 2013 Washington, DC Super Lawyers® list for work in entertainment & sports • Recognized by the South Florida Daily Business Review as the 2012 Top Dealmaker of the Year in the Corporate Domestic category • Recognized by the Washingtonian's list of Washington's Top Lawyers in 2011 and 2013 • Named a 2009 Young Guns Top Washington Lawyer by the Washington Business Journal • Named the 2008 Young Alumnus of the Year by the Washington University School of Law • Highlighted by Washington Lawyer magazine for his work on the Washington Nationals deal in the cover story of its November issue in 2007 • Recipient of the 2004 American Marshall Memorial Fellowship • Named a 2003 finalist by the South Florida Business Journal as an "Up and Comer" in South Florida's legal community • Selected as a 2001 recipient of the "Spotlight of Achievers" award from the Latin Auxiliary of the Jewish Home of Miami O'Meiveny & Myers LLP L Practice Commercial Litigation Admissions Florida U.S. District Court Southern District of Florida Middle District of Florida Education Loyola College of Law, J,D, Florida International University, International Master in Business Administration University of Miami, B,S. Accolades Brickell Magazine, The 2017 Top 20 Professionals Under Forty preparea corporate aocumenrs inaucuny operduny dyreernenrs, c,vipuFMtH iuiy>, anu CISJIJIeu in In the sale of businesses. Daniel's approach to litigation focuses on developing a comprehensive understanding of the client's business and interests. He applies that understanding through all stages of representation, including pre -litigation counseling and negotiations, developing case strategy, and determining the best strategy to resolve disputes. Active in his community and bettering the city of Miami, Daniel sits as the Vice -Chair of the Planning, Zoning & Appeals Board for the City of Miami, is a former board member for Citizens for a Better South Florida, and Is a member of the Loyola Law Alumni Association and Belen Alumni Association, Lawyers'Section. As a member of the City of Miami Planning, Zoning and Appeals Board, Daniel has reviewed SAPS for River Landing, Miami Design District, Mana Wynwood, Ransom Everglades, Miami River, Brickell City Centre (BCC), Miami Jewish Health Services, Eastside Ridge, Magic City, and Miami Produce, Daniel received his Juris Doctor from Loyola College of Law where he served as Vice President of the Student Bar Association, President of the Hispanic Law Students Association, and as an ABA Representative for the Student Bar Association. He obtained his International Master degree in Business Administration from Florida International University and his Bachelor of Science from the University of Miami. Professional Associations and Memberships The Florida Bar • City of Miami Planning, Zoning & Appeals Board • Vice -chair, 2017 _ present • Member, 2011 -present • Citizens for a Better South Florida, Former Board Member • Chairman of Accountable Miami PC, 2018 • Loyola Law Alumni Association • Belen Alumni Association, Lawyers'Section Richard Wood has more than twenty years of experience handling abroad range of transactions for all property types, including but not limited to, shopping centers, office buildings, mixed-use projects, multi -family housing and condominiums. Richard is a Managing Shareholder located in the fin -n'5 Miami office. He is currently recognized as Legal Elite in Florida Trend, which recognizes the state's legal leaders (named by their peers). Richard is also recognized in Best Lawyers in America, over five years in a row. Practice Faces Practice Real Estate A significant portion of Richard's practice focuses on the representation of residential and commercial developers, as well as the representation of institutional lenders. Richard has extensive Admissions experience with the acquisition, development and financing of commercial and residential Florida properties for Fortune 500 companies, Active in all aspects of institutional lending, Richard is revered as a legal expert in the structuring of complex construction lending arrangements. Education Richard guides financial institutions in performing due diligence, negotiating terms and executing Cumberland School of Law, J,D, loans to both residential and commercial developers. Additionally, Richard oversees the leasing of office, retail and industrial properties, representing both landlords and tenants in lease negotiations. Samford University, M,B,A. Richard also has extensive experience in title examination and serves as a title agent for Attorneys' University of Miami, B.A, Title Insurance Fund, Inc. (widely known as the title experts in Florida), Chicago Title insurance Company (leading experts in title examining and title insurance policies) and First American Title Insurance. Professional Associations and Members1hips • American Bar Association • Dade County Bar Association • The Florida Bar • Real Property, Probate and Trust Law Sections • University of Miami Citizens Board • Attorneys'Title Insurance Fund, 1987- Present • Attorneys'Title Insurance Fund for Miami -Dade County Advisory Board, 1993- Present • Appointment by United States District Court, Southern District of Florida, as Commissioner for East Everglades Acquisition Project, 2001- Present • AV" Preeminent'" Peer Review Rated, Martindale-Hubbell • Power Leaders in Law & Accounting, South Florida Business Journal, 2014-2018 • Leading Lawyers in South Florida, South Florida Business Journal, 2013, 2017 • Best Lawyers in America, Real Estate Law, 2013 - 2019 • Florida Super Lawyers, 2009 - 2013 • Florida Trend, Legal Elite, 2015 Practice. Real Estate Areas of Concentration Commercial Real Estate Finance Commercial & Residential Real Estate Transactions Lease Transactions Corporate Transactions Title Insurance Real Estate Litigation Admissions Florida Education University of Miami School of Law, LL.M. in Real Property Development Thomas M. Cooley Law School, J.D„ with Distinction Law Review Law Journal Moot Court Board Member University of South Florida, B.A. Languages Spanish As a Shareholder in the firm's Real Estate practice group, Gil Acevedo brings to the firm fourteen years of experience in various areas of real estate law, including foreclosures, commercial and residential evictions, and real estate mediation. Gil currently serves as title agent for Attorneys'Title Insurance Fund, Inc., Chicago Title Insurance Company and Fidelity National Title Insurance. Practice Focus Gil's experience and practice involves representation of clients in connection with the commercial and residential real estate transactions, relating to the purchase and sale of office buildings, shopping centers, apartment buildings, gas stations, vacant land, condominium units, townhomes, and single-family homes, in addition to short -sale transactions. Gil also assist clients through the complex process of commercial real estate finance, including acquisition lending, refinance and mortgage modifications. Gil has also worked on corporate transactions in connection with the formation of real estate purchasing entities and negotiating and drafting agreements and corresponding corporate documents. Among other skills, Gil is highly experienced on the structuring of business entities to minimize U.S. and estate taxes. MM W Represented GBX Homestead, LLC, in Its acquisition of approximately 117 acres of vacant land in Homestead, Florida from US Century REH 1, LLC. The purchase price of the acquisition was $10,000,000,00, The property had previously been foreclosed by U,S, Century Bank and after acquiring title subsequently conveyed to US Century REH, I, an affiliate of the Seller. US Century Bank provided purchase money financing of $8,500,000.00 The Florida Bar • Real Property Probate &Trust Law Section, Member • Landlord/Tenant Committee, Member Dade County Bar Association, Real Property Committee Member, 2016-2017 Chair, 2007-2009 Vice -Chair, 2006-2007 Professional Associations and Memberships (Continued) • Dade County Bar Association, Young Lawyers Section • Secretary, 2008 — 2009 • Director, 2006 — 2008 • Bids for Kids Fundraising Event, Chair, 2008 -- 2009 • School Education Committee, Advisor, 2008-2009, and Chair, 2006-2008 • Social Events Committee, Vice -Chair, 2007 — 2008 • Minority Bar Passage Program Committee, Vice -Chair, 2006 — 2007 • Greater Miami Aviation Association Board of Directors, 2016 • Brickell Area Association • Director, 2009 — 2010 • Puerto Rican Chamber of Commerce of South Florida • Brazilian -American Chamber of Commerce of Florida • Florida International University Law Bridge Program, Lecturer, 2012 — present Speaking Engagements • Haclendo Negodos en la Florida (Doing Business in Florida), Lima Chamber of Commerce, Lima, Peru, 2011 • Residential Closings, Nuts and Bolts of Real Property Law Seminar, 2007 • AV Preeminent° Peer Review Rated'', Martindale -Hubbell • BestLawyersin America, Real Estate Law, 2018, 2019 • Florida Trend, Legal Elite, 2016 • Florida Super Lawyers, Rising Stars, 2009-2011 • Miami -Dade County Bar Association, Award for Exceptional Service as Chair of Real Property Committee, 2007 - 2008 • Miami -Dade County Bar Association, Recognition for Outstanding Service as Vice -Chair of Real Property Committee, 2006 - 2007 • South Florida Legal Guide, Top Up & Comers, 2016- 2018 o y • Author,"To Withhold, or Not to Withhold, That is the Question, A Step by Step Approach to the FIRPTA Income Tax Withholding',, Florida Bar Journal, Volume 92, No. 4, April 2018 Jeanne Fuentes has significant experience representing foreign investors in the acquisition of U.S. real estate, By applying her expertise in corporate and tax matters to the real estate arena, Jeanne provides value-added services to International clients, most of whom are from Latin America and Europe. She regularly counsels foreigners on the diverse issues that impact their acquisition of real estate, including the holding structure that will take title to the property, estate and gift tax exposure, Practice Real Estate Admissions Florida Education Nova Southeastern University Shepard Broad Law Center, J,D, University of Miami, B,A, Accolades AV Preeminent Peer Review Rated, Martindale -Hubbell Top Rated Lawyer in Real Estate, Martindale -Hubbell, 2013 Languages Spanish Practice Focus Jeanne has a broad real estate practice with an emphasis on acquisitions and sales, finance and commercial leasing, With more than ten years of experience, Jeanne has handled complex transactions involving a variety of property types, from office buildings and shopping centers to residential projects. Her work in real estate finance includes representation of financial Institutions in mortgage backed loans, mortgage foreclosures, sale -leasebacks and construction loans. Jeanne also handles the leasing of office, retail and industrial properties, She represents both landlords and tenants in lease negotiations. • Represented foreign investors in the acquisition of an outparcel in Houston, Texas with Bank of America as tenant, • Represented foreign investors in the purchase of a restaurant on Lincoln Road in Miami Beach, Florida, • Represented foreign investors in the purchase of a shopping center in Doral, Florida, • Represented foreign investors in connection with three outparcel purchases, located in Central and South Florida, • Represented a developer in the $18 -million sale of 80 acres of land in Homestead, Florida for a residential project. Represented a group of international investors in the acquisition and development of an 11 -acre mixed-use project in Homestead, Florida, • Represented a group of South Florida investors with the purchase of a106 -unit apartment complex in Miami -Dade County, Florida, • Represented buyer in connection with the purchase and development of a 17,5 -acre mixed-use town center in Doral, Florida. Representation included participating in the successful defense of the threat of condemnation and matters relating to rezoning of property, Worked with co -counsel in matters relating to the development of the mixed-use project, including the review of easement agreements, environmental reports and surveys. Represented a joint venture between a South Florida real estate firm and a national financial investment firm in connection with numerous sale-leaseback transactions involving gas stations located throughout the U.S. Represented landlords in lease negotiations with national tenants and financial Institutions, including AT&T, Goodyear, H&R Block, Winn Dixie and BankUnited, among others. Representation also included assistance with landlord -tenant disputes, Represented landlords of Class A buildings with negotiation of lease terms, tenant renewals and agreements with on-site services such as parking and valet. Past representations have included two prominent Class A buildings in Miami's Brickell area with a combined 1,25 million square feet, • Represented financial institutions, including Regions Bank, Executive National Bank and Terra Bank, as well as private lenders with drafting and execution of loan documents, particularly for mortgage- backed transactions. • The Florida Bar • International Bar Association • Dade County Bar Association • International Council of Shopping Centers Urban Land Institute • Cuban American Bar Association • Brickell Area Association • Panelist,"Doing Business in Florida, ALFA International Seminar, May 2010. • Co -Author, "Foreign Buyers Should Take Stock Before Investing In Florida Real Estate; Florida Real Estate Journal, July 2008. Norman Weil routinely provides counsel in the purchase and sale of commercial real estate properties, including office buildings, shopping centers, office warehouses, industrial facilities, apartment buildings and raw land. He also represents landlords and tenants in leasing transactions involving commercial properties. Practice Practice Focus Real Estate Norman focuses his practice on real estate, with specific emphasis on commercial lending. Norm Admissions represents numerous financial Institutions In real estate -based financing transactions, Including Florida traditional mortgage loans, re -financings, loan assumptions, mezzanine financing and workouts, Healso handles commercial non -real estate financing; representing lenders making loansto Minnesota businesses involving inventory, accounts receivable financing, letters of credit financing and mortgage warehouse financing. Education William Mitchell College of Law, J,D. In the ono University of Minnesota, B,A. Featured, "Dealmakers; Attorney Represents Bank In Refinancing;' Daily Business Review, Professional Honors February 18, 2009 AV® Preeminent' Peer Review Rated, Martindale -Hubbell Representative Legal Matters Best Lawyers bh Amer/ca, Real Estate Law, 2018, 2019 Represented GBX Homestead, LLC, in its acquisition of approximately 117 acres of vacant land in Homestead, Florida frorn US Century REH 1, LLC. The purchase price of the acquisition was $10,000,000.00. The property had previously been foreclosed by U.S. Century Bank and after acquiring title subsequently conveyed to US Century REH, I, an affiliate of the Seller, US Century Bank provided purchase money financing of $8,500,000.00. w !111! A The Florida Bar, Business Law Section, Real Property Probate &Trust Law Section Practice Commercial Litigation Products Liability & Toxic Torts Environmental & Land Use Admissions Florida Louisiana U,S, District Court Southern District of Florida Middle District of Florida Eastern District of Louisiana Western District of Louisiana Middle District of Louisiana U,S. Court of Appeals Eleventh Circuit Fifth Circuit Education Loyola University College of Law, J,D, Cum Laude Barry University, M,B,A. Barry University B,S, in Business Management Ira J, Gonzalez is a Shareholder in the firm's Products Liability &Toxic Torts group located at our Miami office, Ira's practice focuses primarily in local government law and in civil and commercial litigation in the areas of Product Liability , Real Estate/Construction, and Medical Malpractice. His experience includes advising public entities in addressing FOIA requests and compliance with state sunshine and open government laws, Additionally, participating in all aspects of litigation on both insurer -driven and insured -directed legal matters defending companies in a wide variety of tort claims including tobacco products, motor vehicles and sporting goods, particularly by preparing legal pleadings, developing discovery strategies, conducting fact witness interviews and depositions, arguing dispositive motions, and preparing for trial. Ira has also represented corporate, real estate and construction clients in matters involving construction defect claims, UCC claims and disputes between property owners, contractors, tenants and design professionals. Ira has served as counsel for a large non-profit, academic, healthcare sytem in medical malpractice litigation and medical review panel hearings, including successfully arguing dispositive motions on behalf of the hospital and its medical professionals. Prior to practicing law, Ira served in a number of roles in Miami government, including assistant policy coordinator for the Mayor and chief of operations for code enforcement, in which he represented city interests at solid waste• and code enforcement hearings, He was also a law clerk for the Office of the City Attorney, in which he analyzed zoning laws, local code applicability, lien foreclosure and federal/state preemption issues. As chief of operations for code enforcement, he directed zoning ordinance enforcement, public works enforcement and city code enforcement activities, monitored the activities of over 50 employees, and assisted the director in administering a $3 million budget, Ira graduated cum laude from Loyola University New Orleans College of Law in 2010, where he also received an Environmental Law Certificate, and earned an M,B,A. from Barry University in Miami In 2005 and a B.S., also from Barry, in 2001. He was featured In the New Orleans City Business"'Ones to Watch" In the legal industry publication and also received the 2015 Louisiana State Bar Association Pro Bono Century Award for donating more than 100 hours of pro bono service in 2014 with the Louisiana State Bar Association. • The Florida Bar • Governmental and Public Policy Advocacy Committee, 2017-2018 Accolades . American Bar Association, Section of Litigation Products Liability Committee Barry University Distinguished Co -Chair of Chemical &Toxic Tort Subcommittee Alumni Honoree, 2018 Former Co -Chair of Consumer Products Subcommittee and Young Lawyers Subcommittee Professional Associations and Memberships (Continued) • Cuban American Bar Association, Member • The Pro Bono Project, Board of Directors, 2015-2016 • Hispanic Lawyers'Assoclation of Louisiana, President, Vice -President, Secretary, 2011-2016 • VisitTampa Bay, Advisory Board Speaking Engagements • Panelist,"How to Properly Handle Internal Investigations to Preserve Privileges, American Bar Association, January 2017 • Moderator,"How to Manage Conversations with Expert Witnesses", American Bar Association, January 2014 • Panelist,"The Evolution of Ethics, American Bar Association, January 2014 • Panelist,"Land Use Hot Topics", American Bar Association, Spring 2010 • Moderator, "How to Manage Conversations with Expert Witnesses, American Bar Association, January 2014 Publications • Author,The Leaning Tower of San Francisco, American Bar Association, Section of Litigation, December 2016 • Co -Author, "Will Arbitration Clauses in Consumer Contracts become Extinct?, American Bar Association, Section of Litigation, May 2016 • Co -Author, "The Evolution of Drywall Litigation, American Bar Association, Section of Litigation, August 2015 • Co -Author, "To Be Natural, Or Not to Be..." American Bar Association, Section of Litigation, January 2014 • Co -Author, "Florida's P3 Legislation Creates Process for Increased Private Sector Participation in Public Building, Infrastructure Projects", July 24, 2013 • Co -Author, "Regulating the Vacancy of Property", American Bar Association's The Urban Lawyer, Summer 2010; At The Cutting Edge 2010; Land Use Law from The Urban lawyer, 2010 Practice Commercial Litigation International Admissions Florida District of Columbia A shareholder in the firm's Commercial Litigation and International Practice Groups, Luis S. I<onsld's initial government service encompassed nine years with the U.S, Department of Energy and the Federal Energy Regulatory Commission in Washington, D,C., first as a trial attorney and then as a supervisor trial attorney. Luis spearheaded complex federal litigations such as Three Mile Island, relicensing of the Merwin hydroelectric plant, various enforcements, Investigations and antitrust cases, and the cancellation of the Pilgrim II Nuclear Plant. Fluent in Spanish and Portuguese, Luis has moderated and taught courses at the Florida International Law Section on arbitration and international litigation matters, Luis graduated, with honors, from the University of Florida, where he obtained his Juris Doctor degree and Bachelor of Arts in Latin American Studies degree. He is a member of the Executive Council of the International Law section of the Florida Bar, and also a member of the Executive Committee of the Southern Regional Board of the Anti -Defamation League, U,S. Court of Appeals Luis has extensive experience successfully litigating a broad spectrum of complex commercial Eleventh Circuit matters 'throughout the United States, including domestic and international business disputes D.C. Circuit involving banking, financial frauds, securities, energy, unfair trade practices, antitrust, computer abuse, and international and domestic arbitration, U.S. District Court Northern District of Florida Middle District of Florida Representative Legal Matters Southern District of Florida District of Columbia Represented one of the named former directors of Banco Latino in an action brought under the RICO statute, in U,S. District Court, by the government of Venezuela, U.S, Supreme Court • Represented a main defendant in an action brought by a public interest law firm against Education public figures for alleged interference by the Contras in Nicaragua.This case resulted in the largest University of Florida, J.D, sanctions award against plaintiffs at that time. University of Florida, B.A., Obtained personal jurisdiction In Florida over a Mexican telecommunications cornpany in an Latin American Studies action brought by a U,S, citizen. Professional Honors Successfully handled a case by a major Brazilian pharmaceutical company against an AV® Preeminent' Peer Review international race car driver for breach of a sponsorship agreement, applying Brazilian law in a Rated, Martindale -Hubbell U.S, court. Languages . Represented defrauded Investors from Germany, Venezuela and Panama in recovery of a $85 Spanish million international Ponzi scheme. Portuguese • Represented individual owners of a $78 million International pension fund for an alleged Ponz1 scheme and violations of U.S. securities laws. • Successfully tried cases and obtained injunctions in cases against major and mid -market petroleum companies in franchise, contract, unfair competition and statutory cases. • Represented a number of bank officers in misconduct complaints brought by the Office of the Comptroller of the Currency, United States Department of Treasury. • Successfully represented an Israeli company which manufactured computer controllers from being subjected to personal jurisdiction in the United States. • Represented the Peruvian Air Force in a contract dispute over maintenance of aircraft. • Represented manufacturer of gasoline dispenser anti -leak equipment In a pollution case brought by a major trucking company. • Successfully represented a Venezuelan manufacturer, marketer and the company's distributor of medical devices from a $4,000,000 contract claim by a former chief financial officer. This case resulted in the settlement of approximately $500,000, without an answer being filed, • Defended improper freezing of bank accounts of a Chinese company, • Obtained largest plaintiff's verdict and judgment (up to that time) against an Oil Company under the Petroleum Marketing Practices Act, • Successfully defended a product's liability case against a major chemical manufacturer for claimed injuries by a toxic chemical. • Defended a securities fraud case against a manufacturer of surveillance equipment forthe U.S. Military, foreign and domestic police departments, • Successfully defended the owners of an Ecuadorian internationally licensed beverage bottling company from claims by a joint venturer. • Personal Representative of an estate in charge of liquidating assets of flight school training Japanese pilots, including management of sale of multiple fixed wing aircraft and helicopters, retrieval of assets and claims, and a successful product's liability claim against an aircraft manufacturer, • International arbitration by Canadian investors against a Czech aircraft factory which was eventually resolved in favor of the Czech Republic under the Canada -Czech bilateral- investment treaty. • Arbitrated claims, in Portuguese, against a U.S. aircraft broker for commissions on the sale of several aircraft in Brazil under auspices of Commercial Arbitration Chamber of Brazil (CAMARB). • Successfully defended a German manufacturer of alleged defective park attraction against a majorTennessee entertainment park, • Lead trial counsel of the Federal Energy Regulatory Commission, U.S. Department of Energy, in major energy cases. Lead the cost recovery for the Three Mile Island disaster and the cancellation of nuclear power plants, accounting for construction in progress, access of municipalities to transmission systems and antitrust. Pro essional Associations and Memberships • The Florida Bar, Executive Council of the International Section, Trial Section and Business Section Initial Member, The Florida Bar International and Arbitration Certification Committee • Dade County Bar Association • Anti -Defamation League, Southern Regional Board Executive Committee 1IF Fox RothschildLLP ATTORNEYS AT LAW Response to Request for Letters of Interest for Outside Counsel zmm� IV N Q, R Steven W. Zelkowitz One Biscayne Tower 2 South Biscayne BOUlevard Suite 2750 Miami, FL 33131 T: 305.442.6557 szelkowitzVoxrothschild.com Fox Rothschild LLP ATTORNEYS AT LAW Steven W, Zalkowitz One Biscayne Tower 2 South Biscayne Boulevard Suite. 2750 M.iami,FL 39131 T: 305.342.6557 szelkowitz@foxrothschild.com Apri11212019 VIA EMAIL (bm!n@miamigov.com) City attorney of the City of Miami c/o Barnaby L. Min 4244 SW 2"6 Avenue, Suite 945 Miami, FL 33130 Re, Request for Letters of Interest for Outside Counsel to Assist the City Of Miami Office of the City Attorney In the NegbtWflon and Legal Review of Contract Documents for the Luse of the City Owned property known as Melreese Country Club, for the Development and Construction of a Soccer Stadium, Commercial Facilities, and Retail Complex (the "RLI") Clear Mr, Min: Fox Rothschild LLP (the "Firm") is pleased and privileged to submit this comprehensive proposal in response to the. RLL In addition to being well experienced in. both complex commercial real estate transactions and. public private transactions involving the development, construction, financing, and Leasing/sale of large-scale stadiums and arenas, the Firm is uniquely qualified to represent the City of Miami (the "City") in this. matter, In this regard, at his previous law firm, Steven Zelkowitz represented the City with respect to the Global Agreement which was an Interlocal Agreement that provided the basis. for the funding of major projects benefitting the City -and Its community redevelopment agencies as well as Miami -Dade County, including the. Performing Arts Center, Port Tunnel Museum Park and Marlins Park. In his role as Outside Counsel. to the City, Mr. Zelkowltz acted in a consulting .capacity and assisted the Office of the City Attorney with the negotiation.of complex real estate and financing matters relative to these major public projects; as well as assisting in the drafting of the contract documents. It is this previous experience and understanding of the approach of the Office of the City Attorney to major public projects such as the Soccer Stadium, Commercial Facilities, and Retail Complex that makes the Firm uniquely qualified to represent the City in the instant matter. foxroth child.com Fax. Rothschild LLP ATToRNM AT LAW In addition to the complex commercial real estate experience and governmental representation provider by Mr. Zelkowltz, the team will also include Jonathan 'Fine who Is well -versed in public private transactions Involving the development, construction, financing, and leasing/sale of large-scale stadiums and arenas. The biographies and credentials of both Mr, Zelkowitz and Mr. Fine are set forth below. Messrs. Zelkowitz and Fine can also rely upon the advice of the. over 900 other Firm attorneys Including the members of the multi -disciplinary Infrastructure & Deve€opment. Industry practice team of which Mr. Zelkowitz serves as Co-Cha€r. This letter confirms that the Firm isnot engaged in or conducting any business with or within Cuba, in contravention to any state or federal law(s). The: Firm has completed its conflict searches and verifies that no conflicts exist, The Firm agrees that It shall not violate the Charter or Code of the City of Miami, as amended, or any other state, federal, or local laws. Additionally, the Firm maintains .an office and legal practice within the City limits. Mr. Zelkowitz serves as the Managing Partner of the Firm's Miami office, Finally, the Firm is sensitive to the City's concerns regarding the legal fees to be paid to Outside Counsel. As with all of its valued governmental clients, the Firm will negotiate with the City to provide a discounted hourly rate with a fee cap. The negotiation regarding fees will also include a discussion as to the overall approach to the representation, task Identification and alternate billing structures to provide potential cost savings to the City, Thank you for your consideration. Please do not hesitate to contact me with any questions, Very truly yours, Steven W. Zelkov�itz, Managing Partner Miami Fox Rothschild LLP foxrcrthschild,com Fox Rothschild LLP ATTORNEYS AT LAW Fox Rothschild is a national, Am Low 100 firm with more than 900 attorneys practicing In 27 offices coast to coast, The Firm is composed of more than 60 practice areas, Including dedicated Real Estate, Construction, Zoning & Land Use, and Infrastructure & Development groups, We provide the full range of legal services to private and public organizations, including states, counties, municipalities, authorities, and various other government entities across the country. Our attorneys .have developed deep traditions focused on personalized client attention, collaboration, diversity, and dedication to the community, and we work: hand-in-hand With our public entity clients to understand their objectives and anticipate challenges, Out Infrastructure & Development Team provides private and public sector clients with deep industry knowledge and full service capabilities for the largest and most complex, infrastructure projects across the nation. Our experience, relationships, and market. presence allow us to anticipate and manage risk, address Interests of diverse stakeholders, and resolve regulatory hurdles, Our teats has astrong track record of delivering cost-effective and innovative. solutions for public private partnership projects creating jobs, fostering growth and development, and enabling competitiveness In a global economy. The Firm is adept at working closely with state, county, and local governments as well as private clients relative to both complex commercial real estate transactions and public private transactions Involving the development., construction, financing, and leasing/sale of large-scale stadiums and arenas as well as large-scale infrastructure and development projects Including airports, highways, and tunnels, In addition, Firm attorneys counsel regional, national and international sports teams, arena operators, governing bodies and leagues, collegiate athletic associations, athletic foundations, local governments, sponsors, media organizations and others on matters Including complex commercial real estate transactions, licensing issues, and multimillion -dollar sponsorship deals. Our firm has advised on the development, construction, financing, leasing/sale; operation and management of large-scale stadium and arena development projects for more than twenty years, Such experience has included the negotiation arid/or drafting of the following: 0 Facility use agreements, Including primary lease/license agreements with anchor(tearn) users, as well. as form agreements for use by other venue.users (concerts, family events, conventions and similar), The anchor team lease./license agreements have included straight rental deals, deals which include management, maintenance and security obligations of the user, as well as deals involving both fixed and variable user foe components. We have extensive experience negotiating the variable; or "sharing" components of such agreements., 'including elements relating to ticket sales, food and beverage concessions, merchandise sales, and parking fees, Ancillary real property development projects, as well as supporting parking structures and similar., M Sponsorship and media agreements of all types and sizes, from nine -figure naming rights deals to local radio game broadcast agreements, foxrothschild,corn Fox Rothschild LLP ATTORNEYS AT LAW im Premium seat and season ticket agreements, including suite licenses and personal seat licenses, im Construction financing, as well as funding mechanisms for ongoing capital improvement and maintenance obligations. 81 TIF -style and other user/self.:financed funding models, as well as local property tax issues (real/personal characterization, and similar issues). Economic development incentives, including statutory, discretionary, multjurlsdictionai and otherwise.. in addition to representation of local governments on stadium and arena development projects, our Firm has represented teams and (naming rights) sponsors in such matters as well. Prior representation of clients on the other side of the table affords us unique Insight, perspective and the ability to coilabo.ratively and creatively move past typical stumbling blacks, which can prevent projects from moving forward. Relevant Experience Clients we have represented in infrastructure and development matters include, The Meat Group (ri/b/a Miami Meat) — Represented the group in connection with the construction, management and operation of the American Airlines Arena which is owned by Miami -Dade Courity.. Representation included drafting, negotiating and obtaining governmental approval of agreements with Miami -Dade County and the City of Miami as well as procurement .and construction matters relative to.the project including issues related to the Port of Miami. American Airlines, Inc. -- Represented Airline in connection with the construction, financing and lease of the North Terminal Development (NTD) Program on behalf of Miami -Dade County at Miami International Airport, The NTD Program is planned for more than 3,200,000 square feet and will stretch 1.3 miles all at a cost of approximately $2 billion. The NTD Program includes airline terminals, ticket offices, counters, departuee/an•lvel gates, lounges, Immigration and Naturalization Service facilities, laser baggage systems, concessions, and an automated people mover system, Representation included drafting,. negotiating and obtaining governmental approval of all agreements with Miami -Dade County as well as procurement, permitting and construction matters relative to the project. * Cit of Homestead — Represented the city with regard to the construction and leasing of the Homestead Motorsports Complex (HMC): The HMC is a 65,000 seat auto racing complex located on a 600 acne site in Homestead, Florida which. hosts, arriong other things, the final race of the NASCAR NEYT£L Cup Series on an annual basis, Representation included advising the City on all public financing, environmental permitting and construction. matters (including contractor litigation) as well as the drafting of lease and management agreements with. the operator. Spectrum Center (NBAJ - Represented what is now the Charlotte Hornets team entity; as well as a subsidiary entity which manages this arena, In the initial development and subsequent operation of this NBA arena in Charlotte. Our attorneys served as general counsel to the team -related entities on negotiation and drafting of all arena -related operational arrangements. foxrothschild,Com Fox Rothschild LLP ATTORKYS ATLAW W PNC Arena (NH:L/NCAA) — Represented the arena from its inception in the mid-1990s through Its continued operation,mainteriance, and improvement in the present clay. Such work included the arena's Initial development and construction financing, as well as allocations of applicable costs and future revenues amongst its owner (a division of the State of North Carolina) and its anchor tenants (the Carolina Hurricanes of the National Hockey League and NC State University's Men's Basketball program), Currently, we work with the public owner of the building on all aspects of building governance, maintenance and improvement, including an upcoming $200 million+ Improvement overhaul, as well as related renewals of long-term use agreements with the anchor tenants, H City of High Point, NC (Atlantic League —independent) -Working with the City on downtown ballpark development project as a catalyst for more than $200 million of proposed downtown redevelopment projects, Assisted in structuring, negotiating, and drafting of, construction financing and' long-term facility use agreement with Atlantic League team. M CIV of Philadelphia - Represented the City and its economic development authority in connection with the expansion of the City's sports complexi handling coordination with thestate, government, financing, leasing, environmental matters, Insurance and all other aspects of the development. Served as lead attorney in the land assemblage and lease negotiations, which resulted in the development of Citizens Bank Park and Lincoln Financial Field, and the respective occupancy by the Philadelphia Phillies and the Philadelphia Eagles, N SunTrust Bank (MLB) — Represented the bank on both consulting and legal side of naming rights transaction for new Atlanta Braves ballpark, Worked first with marketing executives on business structure,goals and (ultimately) inventory for new MLB ballpark naming eights sponsorship transaction. Then worked. with bank's in-house legal departrhent on naming rights agreements (ballpark and ancillary "Battery" development) and related documents, tv Kannapolis (NQ Intim, Idators (South Atlantic League) - Advising new ownership of minor league team on matters relating to new ballpark development operation, and ancillary real property development,. Focused currently an primary ballpark operational. agreements — food and beverage concessions, naming rights and other sponsorship, premium seating and related transactions. a Charlotte Knights (AAA) -, Represented team ownership in partnership with City of Charlotte and Mecklenburg County to develop $60 million downtown minor league ballpark, In April. 2019, the team and its public partners announced that more than $750 million of ancillary real property development had taken place or was underway In the blocks surrounding the, new ballpark since it opened five seasons ago. a Florida Department of Transportation — Represented department in connection with a publlc/private transaction for the development of the Cypress Creek. Park and Bide :Facility as a mixed use (office, retail and public transportation) complex, Representation included drafting and negotiating a 99 -year lease agreement with the developer including addressing transportation issues relative to the Tri -Rall Authority, 0 Fk)rida Depart ment of Transportation -(representation the department in connection with a public/private transaction for the development of the Sheridan Street Park and Ride Facility as a mixed use (affordable housing, education, government office, retail and public transportation) complex, Representation included drafting and negotiating a 99 -year lease agreement with the developer and addressing transportation issues relative to the Tri -Rall Authority, foxrothschild,com I �"v Rothschild .LLP u� /�uumu/,/u .LLP ATTORNEYS AT LAW Additional representative examples of our work Include: * Represented mdeveloper Inthe approval ofamemorandum ofunderstanding for o proposed Major League Soccer (MLS) stadium In the Bay Area. * Represented mixed-use residential community developers and developers ofgolf courses and surrounding course communities, is Negotiated complex, long-term ground leases between the City of Philadelphia and its local baseball and football franchises axpart ofthe Sports Complex development project 00 Negotiated and drafted agreements relating to the development of multiple stadiums and arenas in major and minurprofessional sports leagues. Clients have included teams, leagues and public entities, Established development deal parameters, negotiated and drafted facility use and management agreements and Implemented basic business infrastructure agreements required for ongoing operations and financial management, * Represented key team of developers in the initial developmentstage of a large-scale sports arena and hall offame for mninternational sports organization. L|m|sawithU.S.andEurbpmangovernmont officials, identify potential funders and make Introductions to key stakeholders, foxrothschdcom Fox RothschildUY A17ORNEYS Ar LAW Steven W. Zelkowitz Office Managing Partner Miami, FL TeL 305.442.6557 Fax:.3OSA42.6S40 aelkowlg& foild. Irotchs--h— cp m Steven is Managing Partner of the firm's Miami office and has a dynamic practice that spans real estate, finance, government relations, hospitality and public/private partnership transactions. in particular, he focuses an complex real estate, land use and zoning matters for both public andprivate clients. He has significant transactional experience with the sale and purchase of commercial and residential properties, leasing, lending and title insurance. He represents a range of developers, Including condominium and hotel developments and other major construction projects as well as significant. lender representation for a number of Institutional and private lenders. Steven also handles public/private partnership transactions such as large-scale transp&tation and public works projects, Arid guides businesses relocating to Florida in leveraging tax and other incentives. In his government relations work, Steven serves as general and special counsel to a number of community redevelopment agencies in South, Florida, including the North Miami. CRA, North Miami Beach CRA, Hallandale Beach CRA and Nararja Lakes CRA, He has also represented a number of municipalities In South Florida, including Bal Harbour Village, Village of Key Biscayne, City of Aventura, City of Homestead, Town of Miami Lakes, City of Miramar, City of Weston, City of , Dania Beach, City of Boca Raton, Islamorada, Village of Islands and the City of Marathon. Steven currently serves as Co -Chair of the Infrastructure & Development Industry practice team, I Before Fox Rothschild Prior to joining Pox, Steven was Co -Chair of the Hospitality Industry practice team and a Managing Shareholder of the Fort Lauderdale and than the Miami office of a major Florida law firm. Beyond Foss Rothschild Steven is on advocate for his home communities, He currently serves: as Councilman for Miami Shores Village. foxroth.schild.corn ..' ...... . .. . ..... ­.­ Fox RothschildLLP ATTORNEYS AT LAW Honors &Awards a All Preerninent"m, Marti nda I e -Hu bbell 0 Chambers USA, Real Estate, 2012-2018 0 Daily Business Review, Dealmaker of the Year Finalist, 2014 0 Dally Business Review, Top Dealmakers of the: Year Finalist, 2012 0 Florida Trend, Legal Elite, 2012 0 South Florida Business Journal, Power Leaders In Law, 2014-2017 0 South Florida Business Journal, Best of the Bar, 2003 a South. Florida Business Journal, The Book of Law, 2010 -present South Florida Legal Guide, Top Lawyers, 2006-2018 11 �'Keo Practice Areas, 0 Real Estate 0 Zoning. & Land Use 0 Infrastructure & Development a Government Relations Bar Admissions 9 Florida 0 Now Jersey 0 New York Coust Admissions 0 U -S, District Court, District of New Jersey Education 0 Rutgers Law School (J,D. and M4,11,11., 1989) 0 University of Massachusetts (B,S., 1983) Memberships v The Florida Bar a Florida Fiduciary Forum a Florida. Redevelopment Association a New Jersey State Bar Association foxrothschild,corn I Fox Rothschild LLP ATTORNEYS AT LAW © New York State Ber,Assoclation n Risk Managenient Association (RMA) Southeast Florida Chapter Government and Civic Positions o Greater Miami Chamber of Commerce, Trustee 0 Miami Shores Village o Counclimernber, 2017••2019 o Vice Mayor, 2015-2017 o Planning and Zoning, Board Member, 2013-2015 o Historic Preservation Board, Chair, 2002"2006 o North Miami Beach Chamber of Commerce, Trustee ® North Miami Chamber of Commerce, Trustee 0 Fort Lauderdale Chamber of Commerce, Trustee foxrofhschild,corn Fox. Rothschild LLP ATTORNEYS AT LAW Jonathan M. Fine Counsel Charlotte, NC Tel: 704..84,2 94 Fax:, 704,384,2800 fflim @Igg—oth _sc b IIAgo rn Jonathan focuses his practice on sports. business, economic development and corporate law. He has more than 20 years of experience representing teams, owners, athlete representatives, public entities and industry members as outside counsel and has served as General Counsel to teams In the NBA and NHL He advises an array of clients in the sports Industry, primarily In the areas of venue development, ownership transfers, financing, sponsorship and marketing', media rights, Intellectual property, government affairs and public relations. Jonathan also guides clients through the state and: local regulatory and political process, helping them navigate administrative hearings, public-private contract negotiations and the procurement of economic development incentives, Jonathan Is well -versed In corporate law outside the sports Industry, advising clients on debt and equity financing arrangements, asset -purchase agreements and facility lease and/or development agreements, as well as a broad variety of contracts Involving media relationships, intellectual property licensing, venue management and service agreements. Representative Matters Negotiated and drafted agreements relating to the development of multiple stadiums and arenas in major and minor professional sports leagues. Clients have included teams, leagues and public entities, Established development deal parameters, negotiated and drafted facility use and .management agreements and Implemented basic business infrastructure agreements required for ongoing operations and financial management.. Negotiated and drafted numerous foundational sponsorship agreements, including naming rights agreements, for MILD, NrL, NBA NHL and M11.8 facilities, Assisted an agent for NASCAR drivers (top series) in the negotiation and drafting of driver and related agreements with a racing team. Negotiated the terms of an economic development grant package in support of a $60 million downtown Charlotte baseball stadium project. foxrothschild,corn 11 Fox Rot hschildU.P ATTORNEYS. AT LAW • Served as interim general counsel to a regional commercial airline headquartered at Raleigh- Durham Airport, with an emphasis on federal and state regulatory matters. • Guided. a developer of a continuing care retirement community through the. licensing process by the state department of insurance. Jonathan was of counsel at Smith Moore Leatherwood LLP, which merged with Fox Rothschild in 2018. Practice Areas * Entertainment * Sports Industry a Corporate 0 Infrastructure & Development Bar Admissions * North Carolina * Virginia Education o Emory University School of Law (J.D., 1993) 0 University of Virginia (13A., 1989) Membership$ North Carolina liar Association o Sports & Entertainment Law Section, Chair (2011-2012) o Executive Council. (2002-2005; 2008-2011) Charlotte School of Law, Adjunct Professor of Law (2008-2011) North Carolina State Bar o Grievance Committee (1999-2004) o Greater Raleigh Chamber of Commerce Board of Directors o City of Charlotte Passenger Vehicle for Hire Board o Chairman (2.008-.2015) o Charlotte Symphony (2004-2010) 0 Providence Day School 0 Board of Advisors (2005-2010) foxrothschildxorn GENOVESE OBLOVE & BATTISTA P.A. Attorneys at Law Alfredo L. Gonzalez, Esq. Telephone No.: (305) 349-2324 e-mail: agonzalez@gib-law.com April 8, 2019 Via Email &z U.S. Mail Barnaby L. Min, Deputy City Attorney City of Miami, Office of the City Attorney 444 S.W. 2nd Avenue, Suite 945 Miami, FL 33130 bmin(c.,,miamlgoy.com Re: Request for Letters of Interest ("Letter Of Interest") for Outside Counsel to Assist the City of Miami ("City") Office of the City Attorney in the Negotiation and Legal Review of Contract Documents for the Lease of the City Owned Property known as Melreese County Club, for the Development and Construction of a Soccer Stadium, Commercial Facilities and Retail Complex ("Project") Dear Mr. Min: Please accept this as Genovese, Joblove & Battista's ("Firm") Letter Of Interest to serve as counsel to the City in regards to the Project. Our highly diverse group of lawyers will be led by Alfredo L. Gonzalez as relationship partner so that you have one point of contact for resolution of any questions or issues. I will assign lawyers and paralegals as required by the particular task but will supervise the entire Project for the Firm. Our firm meets all of the requirements outlined in the City's published request for counsel. I want to point out that the prior experience of our group of lawyers also includes representing the owners of the Miami Dolphins in the sale of Hard Rock Stadium and the Dolphins franchise to Wayne Huizenga. We also worked with Miami FC in their contract with Miami -Dade County to renovate Tropical Park Stadium for their use. I have attached as Exhibit A, our qualifications. Should our firm be selected, it will be a tremendous honor for me Bank of America Tower • 100 Southeast Second Sireet, 44th Floor • Miami, Florida 33131 o Telephone: 305.349.2300 9 Facsimile: 305.349.2310 personally and our Firm to represent the City in regards to the Project. Hourly trees with a tree cap will be acceptable and we will execute the form engagement letter to be provided by the City Attorney. Should you have any questions or comments, do not hesitate to call. Sincerely, GE Enclosure M GENOVESE JOBLOVE & MITISTA, PA ® 100 Southeast Second Street, 44th Floor 0 N ianu, Florida 33131 9 Telephone: 305.349.2300 v Facsimile 305,349.2310 GENOVESE JOBLOVE& BATTISTA Mwaas s r,.,.. "-W OUR DEDICATION Genovese Joblove & Battista, P.A., is dedicated to providing clients throughout the nation with exceptional service in select areas of law. Our firm has the depth of resources and wealth of experience to handle the most complex matters, while providing personalized attention to each client, Led by senior lawyers who have consistently been recognized with the highest professional ratings, our firm is dedicated to excellence in all our practice areas. OUR COMMITMENT Since its founding in 1999, GJB has grown steadily to become a major regional firm with offices in Miarni, Fort Lauderdale, Fort Myers, Tampa and an affiliate office in Caracas, Venezuela, serving clients throughout the United States and Latin America. This growth is a reflection of the high professional standards and service our attorneys bring to each engagement. Our goal is to provide efficient client service in every engagement. We identify the client's business objectives and take a collaborative approach to developing and implementing a legal strategy designed to achieve that objective in an efficient and economical manner. OUR PRACTICE GJB practices in all Florida courts and handles federal proceedings nationwide. We also assist clients with cross-border insolvency and litigation matters. Our attorneys handle large and complex litigation in a number of areas, including bankruptcy, insolvency, receiverships, franchises and general commercial matters, as well as white collar, real estate, corporate, construction, employment litigation, class actions and securities litigation. In addition, we counsel clients in govermnent affairs and municipal law matters. GENOVESE JOBLOVE& BATTISTA nusaesseteucuwrese FIRM ®Y m V it YY Genovese Joblove & Battista, P.A. (GJB) was established in 1999 by founding partners, John H. Genovese, Michael D. Joblove and Paul J. Battista, who had extensive experience at national law firms. Today, GJB focuses on complex commercial, franelusing, real estate, white-collar, and other types of litigation. Our attorneys also represent debtors, trustees, committees, secured and unsecured creditors, and receivers in bankruptcy, insolvency and workout engagements. In addition, we provide skilled and strategic representation in cross-border insolvency, litigation, and transactional matters. Our senior lawyers also practice in corporate and employment law, securities, banking, asset-based lending, real estate development, corporate, healthcare, and telecommunications, as well as in other transactional and regulatory areas. Our firm maintains the highest level of professionalism and promotes diversity and comm-ari ty service. We strongly emphasize continuing legal education and membership in professional organizations. Accordingly, our firm's senior attorneys are leaders in national and local bar organizations in their respective areas of practice. To meet our clients' increasing demand for professional services on a global basis, GJB is a member of the Integrated Advisory Group (IAG), a powerful multi -disciplinary association of independent professional firms, with members throughout Europe, North and South America and the Middle East. IAG member firms are able to offer their clients inumdiate access to a reliable international network of experienced lawyers, accountants, tax advisors and fiduciaries, practicing at the highest level in their professional disciplines. GENOVESE JOBLOVE& BATTiSTA WSPIESAA MAL LAW U PRACTICE ARE, Genovese Joblove & Battista, P.A. represents clients throughout Florida and the United States, and is focused on complex litigation, including business, commercial, franchise, securities, and employment law, as well as in bankruptcy, insolvency, workouts and transactional matters. Our attorneys have extensive and tightly focused knowledge, skill, and experience in their areas of practice and in the fields they serve. In response to our clients' evolving needs in a complex, rapidly changing marketplace, our practice has expanded in scope and in size, we now provide litigation, counsel, and other sei vices in the following areas: • Bankruptcy, Insolvency, Creditors' Rights and Creditor Assignment Proceedings • Business Transactions • Commercial Litigation • Class Action Litigation • Consti Lection • Corporate Law • Employment Law • Financing • Franchise Law and Litigation • Governmental Affairs • Governmental Law • Insurance Defense • Trademark and Copyright Law • Land Use and Zoning • Municipal Law • Real Estate Litigation • Real Estate Transactions • Receiverships • Securities Litigation • White Collar Litigation GENOVESE JOBLOVE& BATTISTA MMM A 11 LA" t. REAL E STATIC TRANSACTIONS Our real estate practice group assists clients in developing and executing their business and legal objectives in all types of real estate matters. Our attorneys have extensive knowledge and experience in real property acquisitions, sales, development, management, financing, leasing, ownership, use and transfer. Our real estate development and investment representations include commercial and residential transactions, real estate leasing and management including residential, commercial and land leases, construction of facilities, acquisition and disposition of real estate assets, financing of the improvements, land acquisition and finance, managing and operating commercial properties, and permitting and regulatory approvals. Our firm's real estate clients include landowners, real estate investors, developers, investment trusts, architects, construction companies, brokers, private lenders, banks, property management companies, tenants, landlords, and govermnent authorities. We are also title agents for all major title companies. In addition, our lawyers have extensive experience in international transactions and make use of our legal team in our Caracas office. GJB provides our clientele with critical advice and guidance for the development, management, and operation of a wide range of projects, including: • Agricultural Properties • Affordable Housing • Condominium Developments • Golf Courses • Hospitals and Healthcare Facilities • Hotels • hndustrial Parks • Manufacturing Plants • Mixed -Use Projects • Office Buildings • Residential and Commercial Closings • Residential Planned Communities and Subdivisions • Resorts • Shopping Centers • Sports Teams and Stadiums • Stadiums • Warehouse and Industrial Projects We have represented clients in the sale of volume residential units in the following projects: • Auction.com • Axis at Bri.ckell • Fortune House (Developed by Terrainark) • Brystol Towers, Santa Maria (Developed by CMC Construction and Ugo Colombo) • Proposed residential project at Grove Isle (Developed by Key Realty and Eddy Avila) • Volume Sales of residential properties for governmental entities (Fannie Mae and FDIC) GENOVESE Joal.ovE& BATTISTA BUBDI SA TUA..""ERB REAL L+ STATE LITIGATION GJB has one of Florida's leading real estate litigation practices. Our attorneys have represented developers, general contractors, subcontractors, and professionals for more than 20 years, including Minto Communities, Inc., one of South Florida's largest developers. Other prominent real estate clients have included KB Home, Bendersen Development, Capital Realty Services, and Affiniti Architects. We represent our real estate clients through all stages of litigation, trial, and appeal. Recent engagements include the successful defense at trial of a construction defect suit involving a 322 -unit condominium community and recovery of hundreds of thousands of dollars in professional fees incurred to defend the action. Our attorneys achieved early dismissal of a highly publicized class action lawsuit brought by 2,00.0 homeowners in Broward County against more than 24 developers and contractors in pursuit of significant damages from dynamite blasting used to excavate large tracts of land for development. Our lawyers have also successfully litigated against local governments regarding concurrency issues arising in plamied communities of more than 4,000 homes. Our real estate litigation attorneys have expertise in a number of areas relating to land development, including the following: • Contract disputes involving developers, contractors, subcontractors and purchasers of real property • Construction defect litigation • Consulting and litigation with local governments involving traffic and school concurrency issues; • Creation of planned unit developments, including declarations and public offerings used in condominium and non -condominium communities • Eminent Domain • Representing architects in proceedings before the Department of Professional Regulation • Environmental litigation, including clean-up of hazardous wastes, compliance with consent decrees, and defense against government allegations of destruction of environmentally sensitive lands • Litigation of zoning and development rights in the context of bankruptcy proceedings • Quiet title actions • Wrongful death actions • Zoning litigation involving planned unit developments, developments, of regional impact, and smaller communities • Bert J. Harris claims and vested rights litigation GFNoyESL, JoaLovE BATTrsTA nusmese a suv.uwrees LAND USE, ASND ZONING Our land use attorneys have extensive experience in all aspects of local, state and federal land use, permitting, complex regulatory zoning, environmental compliance, and governmental issues. We represent landowners, developers, investors, and other entities at local, state and federal government levels as well as before boards and commissions, In addition, GJB also represent municipalities and other governmental and quasi -governmental authorities giving us a unique insider perspective. GJB attorneys regularly provide timely advice on transactions involving zoning, subdivision and planned use districts, negotiation of settlement agreements and development of sites, and hazardous materials enforcement issues. We also handle environmental matters including wetlands and coastal permitting issues. We effectively assist our clients' interests through the governmental approval process, including due diligence investigation, governmental permitting, administrative hearing, environmental compliance, and registration of planned development. At a project's inception, our attorneys advise developers, businesses, lenders, and governmental entities on how to avoid challenges, yet deal aggressively with the complex regulatory permitting and enforcement issues that arise in the course of any development project. The firm's land use attorneys regularly provide services in the following areas: • Coastal Water Development • Comprehensive Planning • Concurrency Requirements • Covenants and Deed Restrictions • Developments of Regional Impact (DRIB) • Enviromnental Permitting and Compliance at a Local, State and Federal Level • Environmental Issues Involving Assessments and Remediation of Environmentally Contaminated Lands, Marine Life, Mitigation, and Wetlands • Governmental and Regulatory Takings • Historic Preservation • Land Use Litigation • Rezoning and Master Plans • Tax and Other Governmental Development Incentive Programs • Vested Rights Issues • Water and Sewer Issues • Zoning and Permitting Issues Our land use attorneys frequently team with other GJB attorneys in complementary practice areas, such as business, environmental, governmental, litigation and real estate to fully respond to .clients' requirements. The knowledge, experience and professionalism of our land use attorneys, coupled with the experience of other attorneys within the firm, enables us to provide our clients with the most effective and efficient representation possible. GENoyFsE J0BL0VB(ZL, BATTISTA OVDVI88D F18�AL4AR'Y888 MuNici HL LAw Our municipal law attorneys provide abroad range of service to municipal clients throughout Florida. We serve as general counsel for municipalities, as well as special counsel in regulation, zoning and land use, employment, and litigation matters. In addition, our firm provides broad-based representation of private individuals, corporate and business entities in their interactions with local government on both municipal and county levels. These representations include: • Efforts to promote, ameliorate or oppose prospective ordinances • Code enforcement matters • Municipal and County contracting disputes • Zoning and regulatory proceedings and claims, and • Tax challenges and appeals • Our practice is focused on helping our clients avoid the expense and disruption of litigation. However, our lawyers appear before all state and federal courts and regulatory commissions on behalf of our clients, providing the appropriate level of counsel for each situation. GENOVESE JOBLOVE BATTISTA eo.-aiuu. A—.; BusimsS TRANSACTIONS Our business transactions practice group handles mergers and acquisitions and other vital business transactions for entities of all types, sizes and at all developmental stages. We also help clients — including management, boards of directors, acquirers, targets, borrowers and lenders and commercial property owners, among others — document their proposed transactions and relationships in order to meet their goals. Our attorneys regularly address general corporate and contract matters, as well as more complex transactions that require innovative thinking and novel structures. Our clients often look to us to also provide legal counsel with respect to legislative, regulatory and governance issues that draw on our extensive business law experience. We provide advice and documentation for many types of transactions, including: • Mergers and acquisitions of entities • Joint ventures and partnerships among individuals and entities • Commercial leasing transactions • Employment matters involving employment, consulting, independent contractor and restrictive covenant agreements • Director and officer indemnification and liability issues • Resolution of contract and ownership disputes • Manufacturing, construction and licensing transactions • Represented Joe Robbie in the sale of the Miami Dolphins and Hard Rock Stadium to Wayne Huizenga GENOVESE JOBLOVE& BATTISTA M.u+e&r_._; COMMERCIAL, LITIGATION GJB's commercial litigation attorneys practice at the trial and appellate levels in all federal and state courts, as well as in arbitration and other dispute resolutions forums. Our Miami and Fort Lauderdale offices represent businesses and individuals in all types of cornrnercial litigation matters throughout Florida and the U.S. Our attorneys also practice "preventive law" through careful and collaborative planning, problem solving, transaction structuring, and drafting of documents. We frequently help our clients resolve matters without the expense and uncertainty of litigation, while providing thorough and professional representation in the courts. GJB is a leader in franchise litigation in Florida. Our lawyers regularly litigate issues such as franchise termination, franchisee insolvency, and protection of intellectual property rights, as well as contract, employment, real estate, and regulatory issues unique to the franchise concept. Our franchising - distributor clients include BP Amoco, Brinker International (Chili's® and Romano's Macaroni Grillft Burger King Corp., Carlson Restaurants Worldwide (TGI Friday'sOO ), Pearle Vision, Inc., RARE Hospitality, Inc. (Capital Grille©, Longhorn Steakhouse©), Steak & Ale®, Schlotzky's, Inc. and Taco Bell Corp. Our firm also has a leading real estate litigation practice involving attorneys who have represented developers, general contractors, subcontractors and professionals for more than 20 years. We have represented clients in virtually every type of real estate litigation, including construction defects; contract disputes among developers, contractors, subcontractors and purchasers; zoning; environmental cleanup; wrongful death; and quiet title actions. Our real estate litigation clients include Minto Communities, Inc., a leading South Florida developer; K.B Horne, a leading national developer; and Benderson Development, the largest privately owned shopping mall developer in the U.S. Our firm regularly represents clients in cases involving injury to persons or businesses, such as defamation, fraud, trade disparagement, abuse of process, and malicious prosecution. Our civil RICO litigation experience is extensive, and we have been successful at the trial and appellate levels. GJB actively defends professionals in malpractice suits and disciplinary matters. Our clients include physicians and other healthcare providers, attorneys, architects and accountants. We provide special expertise in securities arbitrations involving broker-dealers at the NASD, stock exchanges, and Arnerican Arbitration Association. Our business, commercial, and general civil litigation expertise also includes: • Alternative dispute resolution, including arbitration and mediation • Contract disputes • Director and officer liability • Employment • Environmental • Federal and other regulatory proceedings: SEC, NASD, and stock exchanges • Insurance • Intellectual property • Partnership disputes and dissolutions • Securities and shareholder disputes • State and local regulatory proceedings • Torts • Uniform Commercial Code GENOVESE JOBLOVE& BATTISTA RY mMdTRW,"MRB GOVERNMENTAL LAW Our attorneys serve as a legal resource for strategic planning and counseling in government relations, procurement, lobbying, regulatory and administrative law matters. We help our clients navigate legal issues that may arise in dealing with local or state governments, such as lawsuits, administrative hearings, code violations, business permitting, education law and student rights, property rights including Bert J. Harris claims, or any other matter regarding govermnent regulations, procedures and process. Our attorneys frequently appear before federal agencies, the state Legislature, state administrative agencies, and local governments. Our attorneys, many of whom have experience in public service, provide guidance through the maze of complex ordinances, statutes, codes, rules and regulations when attempting to get a proj ect approved or overturned by federal, state or local governmental authorities. Our clients have access to GJB's extensive network of personal and professional relationships within government to effectively address a wide range of legislative, administrative, procedural, and political issues including govermnent procurement, business and professional regulations, government contracting, and performing under agreements related to the sale or lease of property interests or the revision of services to governmental authorities. Our governmental law group provides representation in a broad spectrum of matters involving: • Ad Valorem Tax Issues • Affordable Housing • Civil Rights • Construction Contracts • Environmental • Government Procurement Issues • Health Law • Land Use and Zoning • Legislative and Executive Branch • Lobbying Services • Public -Private Ventures • Relocation Incentives • School Boards • Special Benefit Districts • Transportation/Airports/Ports GENOVESE .JOBLOVE& BATTISTA F. GrEi�oVES JOBLQW C BATTI v LVA[Htl99 ATB.IAL LAWYA0.9 �. Alfxeda L Gonzalez has.r6re flim 40 years of experience in real estate, international transactions, and use, governmental, 1lealtlicare, eiiviroilizental and aviation law. He has, represented Ig- ' 'I clients in land use,`;piocuremeiit and environmental issues before ._, governmental entities in ;Soutl�i Florida and the State of Florida, ::. "- Prior to �oinuig the firm, Gonzalez was the chief executive officer : of Yoss LLP and past head of the Real Estate and Governmental 4. _ Practice Groups M. OR GOn zalez has completed major . commercial.. and residential :transactions, represented baialcs, negotiated eornplex leases anal piepared condornimuin _ documentation He also represents numerous, investors, developers, coiistruction, banks, healthcare providers, mortgage companies and large corporate "clients. 77 ,.Gonzalez also has ,extensive .experience . in„Contract negotiations ALrnDo L `GorrzAir�z with governmental agencies, ., and .,has handled mayor public contracts in aviation, water and healthcare, waste disposal, vese Jol;love & Battzsta,; P,A.: .sewer, 100;S,B Second St.; 44th Floor environmental, transportation, Construction, energy 1)erforinance, Miami, liL 33131 : ` 'arid Port of.Miami. agonzalez,@g�U la qOm Gonzalez. is "AV” rated by, Martindale. Hubble and has been PRACTICE .` recognized as a "Legal Elite" by Florida Trend magazine, Aviation L,aw. i nvirozu�iertal Gonzalez is: a licensed real estate brolcei. ;He is a past board Governmental rnemUer or the Mianr D.ac[e Expressway Authority (MDX) He .is Healthcare an active nieinUer .of the American Bar Association, The Florida Iiiteiatianal Transactions IazidUse :., Bar, the Dade County Bar Association, and the Cuban Ainericail RealEstate:Tiansactioii Bar Association He is a past i�iiember of the Board of Directors, Realtor Association of Miariii Dade and the Beaches He is also a ti�tstee to the Greater . Miami Chamber of Commerce and BAR ADMI5SION5 participated An , a blue ribbon coininittee that drafted Florida U,S..District Court. Southern District of FL recommendations to improve the City of Miami Building and Zoning Code Gonzalez is a proud member of the Christopher Columbus Al urini Association. EDUCATION university of laorida i evin College of Law :Gonzalez, is a member The Florida Bar. He is admitted to S.D., 1978 University of Miami .of practice. in the U.S :.District. Court for, the Southern District of 13,A.., —1975 Florida. He received his juris doctor from the University of Florida Levin College of Law in 1978 and earned his bachelor of arts with a concentration in accounting from. the University Of Miami in 1975. mom GENOVES eTQIrLOVE�_ 1 BATTISTA :' BV9fNo98 BT0.1AL4AR'�'60.6 1 q I2ichaid ,Y..'Sarafan concentrates his practice 1n the areas of complex cornier tial, corporate, bankruptcy acrd ':'Veal property lrttga'ton as well .as local government law. With Znore than 35 years of htigatroiz experience, he has been rnvolyed in a wide raiz e of matters hicludin contract dis utes `condoihinipni related g g p litigation, construction litigation, foreclosLires, bariltrng law, tont e x- .. actroris arbitrations administrative �roceedrn s partnership. 1 p l' disputes, broker litigation, and landlord .tenant natters; among many others. Sarafan is "AV". rated by Martindale Hubbell and. has been repeatedly nained, one ofFlorida'stop . South Florlawyers by South Florida Legal Guide. He has been litigation counsel to the To of Mraini Lakes and has also served as the Village Attorney. for ,. M iami Shores, Florida, since 199$ In that positron, he has dealt RiCIIAk2D J. SA�tArnrr ' with virtually all municipal issues, ranging from zoning and an C}ai bvese 7oblovc & Battzsta, P.A.. 100'8 E Seco�xd Street, g4•th 1'looi .; use litigation, defense of olice misconduct claims discrimination g , .p .: Miami,) L33131 `. claims, municipal. bond work, code .enforcement issues an other rsarafan@ jb law,Oom areas.of local .government law. Sarafan is a member of The Florida Bar and admitted to practice PRACTICE Banlauptcy. Litigation before the U.S.-Court of Appeals for the Third. and Eleventh Pp Complex C(inunezc al Litiptioii Circuits, the General. and ,Bankruptcy Bars:..of the U S, District iXcipal hawij .;Court for .the Southern District -of .Florida, the U S .:District Court Real Estato`Ufgklon For Middle .,District .o Florida, aid the .U.S District ;Court for Real Estate Tiansactzons ' ; 7. No the Noitherii District_ of California Ike received anis runs doctor from the Urirversity of Florida College of Law, with honors, in BAR ADMI ssiorvs 1979 and his .bachelor of science from the, University of Soith Florida Florida. in 1976. U, S, Court of Appeals, Third Circuit U,S, Court of Appeals, Eleventh Circuit U.S. District Couit,'Souf On District of FL U.S. District Court`Nliddle.District of FL . U.S. Court, Soirtheixi p.istrict of FL U.S. District Court, Northetan District of CA . EDUCATION .. `.. ; University :ofFlorida College ofLaw . TD 19.79, witli lionors_ University of SouthTlorida. B;S 1.97 i3ATT'ISTA �'soeixave q rwwcgw,vrRe t Mark ` S Fehrren practicesiii the area of corporate law and x business trans actiois For, more ;than 30 years, he has focused leis - _ practice on con?xnercial trafisactioris, entity :structure and governance ' Speciircally his ;practice includes mergers grid acquisitions 'of public corporations, private companies an Jornt. veizttlres(partnorships, Poleasing natters;` consicleratron of issues related , to regulatory reportuig requireineiis, the prep aration of agreements and the `docunleiitatioi of complex - = transactions, employment matters director ` and Ufi`icei indeniufrcation and liability issues, and financial disputes His representations include individuals, as well as publically Held and private entities, acting as genera arid special counsel' to such entities and their principals Feluren is "AV" rated by Martindale) lubbell He is a ixrai I ei of MAriicS FEL URE Crei�nvese Jol?iove &'Dattista, A The plop a..Bar Business Law Section aizd the American Bar '< 2Q0 i Biowaid t3oulovaid, Suite 1110 Association Business Law Stiction. He is also a Florida Su reme p Fort Lauderdale, FL 33301. Court . Certit"red Circuit .and County .Court Mediator foci7sing' on mfeliteiacrjblaw.Qom contract, business, shareholder. and acquisition disputes Fehiion has been named ori multiple oGcasioris as one of the "Best of the Bar". by South .Florida :Business Journal, as a "Top Lawyer" by `". PRACTTCi .' Business ii',iisactioiis _ South .Florida Legal Guide and as one of .the "L.ega1 Elite" by Corporate Law Florida Tieii'd �lttoincy 'at Law magazine rias named Feluren as Baiiluuptcy one of its attorneys 'to watch BAR An�rissrorts Fehuen is a member of The Florida Bar and also licensed to Florida practice m New Yom and before the U.S Court of A �ea1s for the p pl "Now York, Eleventh Circuit, U.S. Tax Court and.the U,S Dzstirct Court for A. ,.U.S ';,Court of Appeals, Eleventh Circuit .. the .Southern District of Florida, including ;its trial bar ';eluypn U S Tax Court received his iuris doctor from the University of Miaini, can laude, U S. T7istliot Couri, Soutlieri Distuc of FL and his .bachelor of business „administration, from Siem. College, magna cum jaude. E—:gCAT[ON . University of Mianii School. of La v Sielia Couege B A. `1978, r .ggnci cuni laude . I CrENOVESE '�TOBLOV,E �. sti BATTISTA, wemesadtaw.cnwr e �mar I�. )Bradfal d practices in ',the areas of banlcrtiiptcy, conixiercral litigation, ' labor` aiid ernployiiierit, business transactions sports and entertainment, land use, goverri-nerital law, `the °- -- -- NN.real an estate .r101 0 oinin g,,. firth he he as.an intern for _. - U S Barilcru tc Judg6.41#61 Laurel M erSon Isicoff. and worked as an p y g Y operations manager at ABC Television, where he oversaw on -air ' operations, for global network ctransmissions. He also worked at ME CBS Sports as a writer and production coordinator. Bradford is an active member .of the American Ban1 iptcy ., - Institute ,and the Dade County Bar ,Association Young Lawyers Division. He is also involved in the "Put Something Back" Pro Bono "Bankruptcy" program; where he provides pro, borro, legal .. services or free Legal assistance to the underserved population of Miaini Dade County..Additionally, he is. an active volunteer with OMARIC BRADroIiD Genovese ToUlove &.Battista, RA the. United Wa amici atrn as .a naeinber of the Education II y' P. p g 106 S.> , Spcprld.St.; 44th Floor Impact Council for Miami -Dade County. Miatni, FL.33.1:31 obradford@gjb-lawxoin Bradford is a meinber of The Florida. Bar and admitted to practice before the U.S District Court for the Southern District of Florida. He received lis JUriS,doctol fiom the University of Miami School PRACTICE Bplauptcy. :. of .Law, where ,served as business managing editor of the Bttezriess.Transactions `. Univeisiity ofMaumi Race. _& Social Ji t ce Law.Review, and..was a Cotrimeiciai:Iatzgaton .. member of .the University of Mianli :Law. Moot. Court Board.:He Governmental Law was also elected vice president of the Student Bar Association. . Labor and Lnnployment, Laird Use Sports and Entertaimnellt While in law school, Bradford won the Conrad Duberstein Real Estate `National Bankruptcy Moot Competition and also received the First Runner Up Best $ire ;Award,In addition, he was the SRBLSA Moot. Court Competition Best Oral Advocate Award recipient as BAR ADMrssloNs well as the John T:.Gaubatz Moot Court Competition and tile. C Florida U,S. District Court Southern District of FL Clyde Atkins Advanced Moot Court Competition winner. y p Bradford received his bachelor of science in sports management frons New York, University in 2003. EDUCATION Universityo£Miami School of Law 7.D., — 2010 New York. University B.S., — 2003 ` GRNOVESE • !::. ,; ' is ... ; !: : �; — BATTISTA Y �euawsse &raw. uwrCne Jessica Sercll Ereibauixl p� actices in the ureas bf commercial 1W.- gtion and'transactror al matters, with an eiriphasis on real estate and fi anchisng She has .epresented corporations, financial ilistrtutions al individuals in copipiex litigation in both state aril federal courts. Erenbauin represents fi•anchisors in litigation Aaatters involving tradeiiiarlc protection, intellectual property rights, franchise terminations and other issues, as well as in the preparation of flan hise disclosure. docurxients, She also represents real estate developers in litigation and in the formation of condominium and other planned unit developiner�ts. JESSICA �I RELL ER1 NBAIIM Genovese Jol7love &`Battista, P.A. .: Erenbaum ,serves as a chairperson for the Duke University Alumni lOQ.S E Second Street, 44th Floor Admissions Committee for.Browaid Co Lint Miflint, FL.3 3 i 3 l Jere ribaum@fib law;cgni. 1✓renbaum is a member of The Florida Bar and admitted to practice .before the U.S. District Courts for the Southern and Middle Districts PRACTICE of Florida and the Eleventh Circuit Court of Appeals She earned Business Lit gatton .; - lzer auris doctor, with in 1989 froin the .. University of Coiaiplex Cotnmetc,ia1 Ltt gatzon Franchise„Law axi ,Litigation .honors, Florida, where she was. an.editor of the Jotirrlal of,Law.:ar-id Public Real Estaie Policy.. She received her bachelor of science from Dtilce University iii 1.986 BAR ADMISSIONS . . F�or�da U, S.. Court of Appeals, Eleventh Circuit U.S. District.Court; Southern District of FL ` U.S. Dxsti ofCourt,?IvIIddlQDtstrtct. of FL: EDUCAT1orr University of Florida J;D, 1989, with honors Duke University B.S, - 1986 . G"1JN ovlsE A JB TISTA 1 nueixussa ...,. uwrn s Jean ]Pierre . Bado . concentrates lus iactice on doiniestic a p fid --- - - - lnteniational litigation, with a f c on securities, .real estate, and g o .., .tis complex commercial disputes. Prior to �Oiiuiig the iiixn; iot.spent ;eight years in financial services performing sales and operations f-Unctions in private banking, mergers acquisitions, aiid retail banking He foniierly held several securities licenses and was an instructor teachilg other financial industry executives as, part of a CERTIFIED FINANCIAL PLANNERTM certification program at Barry University. He is a published author on the financial industry and its duties to investors. Bado regularly represents individual investors in, complex arbitratioii matters against brokerage .finis before the Financial JEAN PIEIUM BADo Genovese Joblove,& Battrsta, P A,Industry. Regulatory Authority (F.INRA), Bado's experience 10o.:S L Second Street, 44th Floor includes representing numerous investors outside off he i nainlai d of iVl7aiiu, PL 3.3131 the United . States. In .addition, Bado is a United Stites Arany �bado@gib-law,colnveteran who .served abroad as an infantry officer upon inns graduation from West Point.. He also served as a Survivor0u.trea6h IZACTIc> Services (SOS) financial counselor at the United States Southern Don esdc and Iliterpational Litigation Command in Doral, Florida. Secuiztles Lftlgat�ori, Corizplex Commercial I Itigatron .: i3ado-is, a mennber..of tlie.;Florida, Bar.; He,.is admitted to-practice.. Realstate;T rtxgation .before the.U.S. Distinct .Court for the Southern District of Florida, lie :Eleventh Circuit . Court of Appeals, and the U S CoLixt of I3ARADNII:SSIONS Appeals for. Veterans Claims. Bado earned his jLIri,s doci6 froln Florida Florida International University College of Law .and an M B.A. U.S; Court of Appeals, I leventh CiMITI' from the University of Miami, specializing iniinailee 'and U.S..Court of Appeals for Veterans Claims . `international business. He also interned for . the IIonoravie U.S. District Court, Southexn District.of FL. Jacqueline Hogan-Scola in the 11th Judicial Circuit of Miami. Dade County, Florida. EDUCATION Intem.ational.University College of Law J.D. — 2016 University o:f.Miami United States Military Academy !B'S' GENOVESE JOBLOVE BATTISTA eueorssa a Tum.nawrsae Fill iiiiiiiiiiiiiiiiiiiiil ��111111 GENOVESE JOBLOVELC BATTISTA ous�xeas sTu,u.s,�wrene RE, AL ESTATE TRANSACTIONS • Represented the Robbie Family in the sale of the Miami Dolphins and Hard Rock Stadium to various entities owned by Wayne Huizenga. • Represented Miami FC (Miami's longest tenured soccer team) in their negotiation. with Miami Dade County to use and improve the Tropical Park Stadium. • Represented seller of more than 80 gas stations valued in excess of $70 million. • Handled sale and lease back of office building valued in excess of $90 million. • Represented various clients in preparation of land leases. • Represented developers in the acquisition of land, development, construction financing and sales of condominiums and residential projects in Florida, including a $100 million construction loan. • Represented govei7nnental agency in the sale of troubled assets including sales up to 500 commercial and residential units per month and bulk sales. • Represented banking institutions in cominercial and residential mortgage closings. • Represented major developer in the acquisition and permitting of a 40 -acre shopping center. • Represented client in the sale of a 300 -acre parcel including golf course. • Represented clients in the negotiation of lease for office and commercial space. • Represented various owners in negotiation of agreements with architects and contractors. • Over 25 years of experience in representing major South Florida developers in all aspects of development, construction litigation, and transaction. • Represented 30 developers in class action brought by approximately 2,000 homeowners in southwest Broward County. Obtained early dismissal of case on basis that homeowners were limited to remedies with city and lacked standing to proceed in court. • Represented South Florida developer seeking relief from bankruptcy court to proceed with 440 acre development of 1,700 homes on property adjacent to debtor's property. Court was first to hold that such development could proceed under exception to "automatic stay" relating to the governmental actions. • Successfully defended a developer at trial on construction defects claims in a 322 unit condominium community. Attorneys' fees awarded to client and collected from condominium association. • Represented developers in county and municipal proceedings relating to development concurrency issues. • Successfully defended developer client in numerous cases regarding condominium act and homeowner's association issues. • Worked with Palm Beach County on environmental remediation issues on behalf of developer client. • Preparation of munerous underlying documents for plamied communities including homeowners' associations, condominium associations, purchase contracts and condominium conversion documents. • Represented client in purchase of entity owning all of the undeveloped land in Grove Isle in excess of $20 Million including issuance of title insurance. • Represented client in purchase and financing of a health product facility in excess of $10 million. • Represent client in the purchase and financing of a, shopping center in excess of $20 million. • Represented client in the purchase, refinancing and leasing of hotel including parking and commercial units in excess of $18 million. • Volume Sales of residential and commercial properties for governmental entities (Famnie Mae and FDIC). • Represented Village of Miami Shores in regard to the purchase of various real estate parcels and leasing transactions in excess of $1 million. Further, we have reviewed bonds and prepared construction documents for their development of a Charter School and municipal pool. • Represented Trustee in sale of shopping center and offices in excess of $40 million. • GE owm JOBLOVE& BATTISTA BUA H4i LLAVM. LAND USE & ZONING • Handled rezoning and master planning of a 300 -acre parcel from a golf course to high density residential area. • Represented major developers in Major Use Special Peri -nit (MUSP) applications in the City of Miami approving more than 2,000 residential units and substantial commercial space. • Represented a major university in approval of a change to the Miami -Dade County Comprehensive Developfnent Master Plan to permit future approval of a Traditional Neighborhood Development. • Represented a major developer in the approval of a change to the Miami -Dade County Master Plan, together with approval of a zone change to permit a 15 -acre commercial/residential development near Miami -Dade College, South Campus. • Represented a 75 -acre elderly housing development in the approval of an amendment to the Comprehensive Development Master Plan of the Town of Cutler Bay, Florida, to permit a major redevelopment of its facilities. • Represented a large private high school to obtain county approval for expansion of its facilities and student body. • Represented a large private school in the approval of requests to expand its facilities in the Village of Palmetto Bay, Florida. • Represented numerous major developers in land use, zoning and environmental due diligence evaluations of properties in Miami -Dade County. MUNICIPAL LAW • Represented municipality in a number of claims alleging police misconduct, leading to nuisance value settlements. • Represented municipality in federal civil rights/first amendment claim, leading to nuisance value settlement. • Negotiated complex multi-party transaction with school board, charitable foundation, municipality and local university for successful creation of municipal charter middle -high school. • Successfully defended personal injury claims against municipality, resulting in zero recovery. • Representation of municipality in ongoing litigation challenging municipal pool construction/operations. • Successfully defended various municipal board rulings against appellate challenges. • Represented developers in county and municipal proceedings relating to development concurrency issues. GENERAL COMMERCIAL LITIGATION • Represented numerous corporate clients in matters involving non -competition claims and protection of trade secrets. • Represented two major U.S, airlines in seizures of collateral under aircraft leases. • Represented numerous corporate clients in recovery of collateral under lease terminations and general finance agreements. • Successfully defended multi-million dollar tortious interference claims brought by corporate competitor. • Successfully represented European corporate client in fraud case involving investments in a corporate affiliate. • Represented Italian tennis professionals in a suit against ATP Tour, Inc., alleging discrinunatory official rulebook enforcement, unlawful suspensions, fines, financial losses, reputational damage and reduction in rankings. t GENOVESE JOBLOVE& BATTISTA ➢O9g69tl9iatALLAWYtlt9 IBuSINESS TRANSACTIONS • Represented clients in the restructure of business holdings and the acquisition and sale of businesses, divisions, and contract rights as well as passive business interests. • Represented industry leader of consumer healthcare products in the acquisition of two separate domestic businesses in related product areas not previously part of client's business focus. • Represented client with the documentation of the restructure of commercial leases of its various premises in Florida, taking advantage of the market advantages currently available to large commercial tenants. • Represented client with the sale of regional private medical practice to a public company, addressing the business sale issues and also employment issues for the principals of our client and the acquisition related licensing and contract matters. • Represented client in connection with its license of one of the most successful trademarks in the sports and entertainment industry. • Represented clients affected by recent changes in the traditional financing markets in matters involving alternative private and non-traditional financing sources of both debt and capital investments. • Represented manufacturing companies, entertainment industry companies, professional sports interests, home health agencies, professional practice firms, consumer products companies, and entities in other industries in acquisitions involving the purchase or sale of the client's business, • Represent travel industry leader in the acquisition of businesses within its scope of business and in related industries. • Represented a business service entity in the sale of its assets to a national service company. GOVERNMENT LAW • Represented an international consortium in a public/private partnership in the approval of a $450 million Miami - Dade County and a $50 million City of Miami contribution for the Port of Miami Tumiel Project. • Represented a major corporation in the public bidding process and negotiation of the final contract for advertising bus shelters in Mianni-Dade County. • Represented a major international corporation in the public bidding process, bid protest, and contract negotiation for advertising display panels in Miami International Airport. • Represented a major corporation in the public bidding process for retail space at Miami International Airport. • Represented a major developer in the approval of.a county environmental permit for a mega yacht marina on Watson Island. • Represented various corporations in bid protests in regard to health services. • Represented client in bid protest for contract to build and repair a rnarina. • Represented client in a bid dispute in regard to parking garage at Miami International Airport. • Represented client in a bid dispute in regard to Miami -Dade Water & Sewer with an award to our client of a $1 billion contract. i x o G NOVESE 77777 rnliI.OVEr�. Abi S ON A. ,.. .. ATTORNEYS A'T LAW PRESENTED BY. Barbara Ferrer 333 S.E. 2.1,11 Avenue Suite 3200 Miami, Florida 33131 305-416-6880 barbara,ferrer(a�, gray-robinson,com Michael F. Neukamm 301 Gast Bine Street Suite 1400 Orlando, Florida 32801 407..843-8880 mike.neukamrra@gray- robinson.coi-n LETTEROF INTEREST...........................................................................................................................................................................3 APPENDIX: TEAM BIOGRAPHIES...................................................................................................................................................10 BarbaraJ. Ferrer..............................................................................................................................................................................................................................................`I0 MichaelE. Neukamm.................................................................................................................................................................................................................................13 TrevorB, Arnold, B.C,S...............:................................................................................................................................................................................................................16 BrianJ. Fender................................................................................................................................................................................................................................................20 GuyS. Haggard, B.C.S................................................................................................................................................................................................................................23 PaulS. Quinn, Jr.............................................................................................................................................................................................................................................25 FeatherM. Ramos.......................................................................................................................................................................................................................................2B ThomasR, Sullivan.....................................................................................................................................................................................................................................30 MichelleF, Tanzer.........................................................................................................................................................................................................................................32 StephenK. Tilbrook.....................................................................................................................................................................................................................................39 JosephR, Salzverg.......................................................................................................................................................................................................................................43 TuckerThoni.............................................................................,...,,...,....,,.........,.....,.......,,.,.......,.,............,.,..........,......,.,.......,,.....,,.,,...,......,,..,...,..........................................46 GrayRobinson, PA. 1 2 City of Miami Office of City Attorney c/o Barnaby L. Min 444 SW 2nd Ave, Suite 945 Miami, Florida 33130 Dear Mr. Min: April 13, 2019 GrayRobinson (the "Firm") is honored to submit our qualifications to serve the City of Miami (the "City") as specialized real estate outside counsel in negotiating certain real estate terms and conducting the legal review of contract documents regarding the development, .construction, and long-term leasing of certain City -owned property known as the Melreese Country Club. Throughout the last several years, members of this GrayRobinson team have represented Orlando City Soccer in connection with land acquisition, construction financing, long term financing and complex credit facilities related to Orlando City Soccer's new Major League Soccer (MLS) stadium. Our experience is significant to the City of Miami particularly if there will be leasehold mortgage financing on City property. This type of structure would have special implications, as the City would be the ground lessor and would likely have approval rights with respect to all stadium financing arrangements and related transaction documents. Additional factors come into play when Major League Soccer ("MLS") is involved, as they also will have preemptive approval rights over these matters. Co -lead attorney Mike Neukamm and team member Paul Quinn, among others on the assembled team, have considerable experience in this.area from our representation of both the City of Orlando and subsequently Orlando City Soccer. Our interactions with the City, lenders, MLS, and our client, Orlando City Soccer, have resulted in a great deal of familiarity with these unique types of transactions. Our representation of Orlando City Soccer (as outlined below) also included land development matters, platting, environmental remediation analysis and oversight, and construction -related issues, As exemplified by our representation of Orlando City Soccer, GrayRobinson attorneys have a great deal of experience in complex commercial real estate transactions and transactions involving the development, construction, financing, and leasing/sale of large-scale stadiums and/or arenas. Our attorneys have a breadth and depth of experience representing both local governments and private companies in public finance, land use, real estate, eminent domain, utilities, construction, environmental law, public infrastructure, and other municipal matters, Our ability to anticipate and address obstacles, negotiate terms, and support the development and success of large-scale projects makes the GrayRobinson team uniquely suited to serve the City in its transactions with Miami Freedom Park LLC and related MLS franchise. Deal Estate and Finance GrayRobinson real estate and finance attorneys handle all types of commercial real estate transactions. We represent developers and landowners in the acquisition, development, sale and leasing of major industrial and commercial projects, industrial parks, office complexes, condominiums, apartments, subdivisions, office and other developments. We have also advised clients in the selection and oversight of outside consultants experienced in the valuation of government-owned property and facilities and in connection with the analysis of ground rent and renewal ground rent valuations for long torm leaseholds, GrayRobinson, P.A. 1 3 Cityof Miami CrayRobinson Speclaiized Real Estate Outside Counsel April 13, 2019 GRA.YiR B.INSON ATTORNEYS AT LAW Our lawyers have practiced before every major federal, state, and local permitting authority in South Florida and indeed many throughout the state. We have not only represented landowners and developers before the agencies but also acted as counsel to counties, cities, and special districts throughout Florida in their permitting processes. We have assisted in the conversion, location, permitting, operations, and closure of sites for manufacturing plants, utility plants, Landfills and other facilities in Florida. Project Development Experience CrayRobinson attorneys have extensive experience in shepherding major development projects, bringing to the projects not only our experience as lawyers for the property owner, but also the insights we have gained while serving as Lawyers for local governments. In addition, we have the experience and ability to handle all aspects of construction, from contract preparation and bid disputes to contract administration and dispute resolution. Land Use Law CrayRobinson has extensive experience in all aspects of land use law, including related areas of state and Local government Law, real estate and real property law, commercial transaction law, public finance law, construction taw, and litigation. The firm developed these skills through representation of both local governments and private sector clients. While being aware of political sensitivities, the focus is on the business realities of the project. The firm has represented businesses, individuals, and governments in thousands of federal, state, and local Land use permit proceedings and transactions. From the point a development is conceived, through financing concerns, due diligence, and continuing throughout the project siting, agency permitting process, environmental permitting, subdivision permitting process, infrastructure financing, special district matters (if any), public utilities concerns and construction, CrayRobinson offers a team of accomplished and experienced attorneys that understands the client's desire to steer clear of delays and denials and chart a course towards making the project happen. Litigation CrayRobinson attorneys actively litigate real estate matters, including mortgage and mechanic's lien foreclosures, boundary disputes, property rights, real estate commissions and condominium problems. CrayRobinson has a long history of representing water, wastewater, solid waste, telecommunications, gas, and electric utilities throughout the State of Florida, including representing operational utilities in rate cases before the Florida Pubtic Service Commission. Our attorneys also handle matters involving disputes about the use, planning, zoning, and permitting of real property, whether those disputes occur between the landowner and the government, or between neighboring (or otherwise affected) Landowners. CrayRobinson handles and has experience with petitions for writs of certiorari and Chapter 163 Comprehensive Plan challenges. Growth Management and Zoning CrayRobinson attorneys have handled virtually every type of planning and zoning proceeding, including planned unit developments, annexations, rezoning, sector plans, plan amendments, special exceptions, variances, subdivisions, concurrency, transportation agreements, development agreements, land development code drafting, vested rights, equitable estoppel, consistency proceedings, property rights/Bert Harris Act litigation, eminent domain, code enforcement compliance, alcoholic beverage and liquor licensing, communications permitting, and other related matters, CrayRobinson, P.A. 1 4 Cityof Miaml G.RAY ROBINSON. GrayRobinson Specialized Real Estate Outside Counsel. April 13,20'19 ATTORNEYS AT LAW We have been involved in obtaining or affecting the issuance or denial of virtually every type of environment permit in Florida at federal, state, and local levels including multiple large-scale environmental and conservation acquisitions and conservation easement transactions. The Firm is experienced in a wide variety of proceedings involving the planning, financing, permitting, construction, expansion, and maintenance of public services and infrastructure improvements, including roads, interchanges, utilities, communications, drainage, schools, convention/civic centers, and other systems and facilities. The firm has been involved in numerous transactions and proceedings to provide siting, construction and operation of these systems and facilities. Representative examples of our similar experience are listed in detail below. Urge -Scale Stadium/Arena Experience Represented the CITY OF ORLANDO in the acquisition of property needed for a new MLS stadium in downtown Orlando. The transaction spanned more than 18 months and involved assembling various parcels of land over time and resolving complex title matters, development issues, and litigation related to the sale. After concluding representation, the GrayRobinson team represented Orlando City Soccer in connection with all financing, refinancing, equity structuring and restructuring, construction, permitting, and environmental issues related to the development and construction of Soccer's new 25,500 -seat state of the art facility, which has revitalized a key part of downtown Orlando and brought with it new economic development opportunities to the area. Represented the TAMPA SPORTS AUTHORITY in connection with the refinancing of Tampa's (NFL) Raymond James Stadium and the financing of related. improvements. Represented the TAMPA SPORTS AUTHORITY in connection with the financing of certain improvements to the spring training facilities for the New York Yankees. Represented an INVESTMENT BANK in connection with the financing of certain improvements to the spring training facilities for the Toronto glue Jays. Represented the CITY OF HOMESTEAD with regard to the construction and leasing of the Homestead Motorsports Complex (HMC). The HMC is a 65,000 -seat auto -racing complex located on a 600 -acre site in Homestead, Florida, which hosts, among other things, the annual NASCAR NEXTEL Cup Series. Representation included advising the City on all public financing, environmental permitting and construction matters (including contractor litigation), as well as the drafting of lease and management agreements with the operator. Represented AD1 GLOBAL in a public private partnership for the revitalization of the Colony West Golf Course and Resort in Tamarac, Florida. Represented both AD1 Global and the City of Tamarac in achieving complex land use and environmental approvals for the development of a new clubhouse, new golf course amenities, and a new 121 -unit limited service Marriott hotel at the Colony West Golf Course. The new clubhouse, new golf course amenities, and resort hotel will create a new resort destination for golfers and visitors in the City of Tamarac and provide an upgraded recreational amenity for residents and visitors alike. ■ Represented THE HEAT GROUP (D/B/A MIAMI HEAT) in connection with the construction, management, and operation of the American Airlines Arena, owned by Miami -Dade County. Representation included drafting, negotiating, and obtaining governmental approval of agreements with Miami -Dade County and the City of Miami as well as procurement and construction matters relative to the project including issues related to the Bort of Miami. ! Represented the TAMPA SPORTS AUTHORITY in a bond transaction deal where the New York Yankees agreed to i backstop certain cost overruns in the George M, Steinbrenner Spring Training Facility field upgrades. GrayRobinson, P.A. 1 5 City of Mial nl G R .L—iN i .R O B 11, V $: O N GrayRobinson. Specialized Real Estate outside Counsel A'TTORNGYS AT LAW April 13, 2019 Other Relevant Experience • Successfully assisted the INDIAN RIVER COUNTY HOSPITAL DISTRICT trustees in negotiating a potential 75 - year amended and restated ground lease agreement concerning the Indian River Medical Center (IRMC) and related agreements as part of a larger transaction. This negotiation resulted in IRMC's affiliation with The Cleveland Clinic Foundation, the number two -ranked healthcare system in the United States. • Represented AMERICAN AIRLINES, INC, in connection with the construction, financing, and lease of the North Terminal Development (NTD) Program on behalf of Miami -Dade County at Miami International Airport. The NTD Program was planned for more than 3,200,000 square feet and stretched 1.3 miles all at a cost of approximately $2 billion. The NTD Program includes airline terminals, ticket offices, counters, departure /arrival gates, Lounges, Immigration and Naturalization Service facilities, laser baggage systems, concessions, and an automated people mover system. Representation included drafting, negotiating, and obtaining governmental approval of all agreements with Miami -Dade County as well as procurement, permitting and construction matters relative to the project. • Served as the Executive Director of the SOUTH FLORIDA WATER MANAGEMENT DISTRICT (SFWMD) and oversaw the initial implementation of the Everglades Restoration Project ($8 billion budget.) GrayRobinson attorneys have extensive permitting experience with the SFWMD, State of Florida Department of Environmental Protection, U.S. Army Corps of Engineers, and the U.S. Environmental Protection Agency. • Represented the CITY OF TAMPA in the development of a mixed use project to serve as a seed for a Community Redevelopment Area known as Ybor City in Tampa, Florida. Our involvement included handling the sale, work-out and foreclosure in the location of a new developer to invest additional funds and turn the project back around. We Later oversaw the development of the Ybor City II project as well. • Through executive branch lobbying and regulatory counsel efforts, assisted SUNSET HARBOR YACHT CLUB with successfully obtaining a 25 -year submerged land lease from the Florida Department of Environmental Protection, with approval of the Florida Cabinet. This accomplishment allows the Club to continue its current operations, as well as its plans for expansion and renovation, with a heightened degree of certainty and comfort. • Assisted in the sale of TWO MEDICAL OFFICE BUILDINGS in Winter Park and in Orlando's MetroWest community to a Canadian real estate investment trust obtaining financing from the Canadian government. The purchase and sale involved the amendment of all current tenant leases for both office buildings, the negotiation and drafting of site- specific master lease agreements, and the negotiation and preparation of post -closing escrow agreements for a sizeable portion of the purchase price. • Represented the CITY OF TAMPA in the construction of the new Tampa Museum of Art, including review, preparation and negotiation of the guaranteed maximum price contract, lease, and operating agreements for the various management entities and not-for-profit corporations that would utilize and operate the museum and the coordination of the construction with the associated development of a new central park for the City of Tampa and the construction of the Children's Museum adjacent thereto including the addition of a Chiller Agreement to provide chilled water for cooling both facilities in connection to the attendant existing city parking structure. • Negotiated and drafted an agreement on behalf of nation's second largest RADIO STATION OPERATOR for the construction and operation of a dual radio transmission/county emergency management communications tower on special district property. • Negotiated and drafted a development agreement on behalf of a MUNICIPALITY wherein the developer voluntarily contributed monetary and off-site improvements benefiting the city's residents as part of a large-scale mixed-use development project, GrayRobinson, P.A. 1 6 Served as General Counsel for the HILLSBOROUGH COUNTY AVIATION AUTHORITY during most of their I billion -dollar expansion, including the negotiations and award of concession contracts constituting almost an additional billion dollars' worth of capital improvements and cash flow over the period of the concession agreements, The concessions are a unique blend of the provision of property by the Aviation Authority, construction of i improvements by the concessionaire, and operation of the respective businesses by said concessionaire. n Represented the CITY OF PLANT CITY with respect to the preparation of various RFPs and RFQs for the i redevelopment of Midtown and the redevelopment of the Plant City Stadium with all the attendant surrounding development, Fees The following rates are capped at this amount and offer a substantial discount from our standard hourly rates. It is the goal E of GrayRobinson to provide our clients with affordable and exceptional legal and client service, Despite our discounted rates, GrayRobinson would be happy to discuss alternative, mutually agreeable fees with the City. City of Miami Tearn In representations such as those contemplated by this solicitation, GrayRobinson implements a team approach designed to maximize efficiency, communication, and responsiveness without over -staffing. Barbara Ferrer and Mike Neukamm will serve as lead attorneys to the City of Miami and oversee any team members who may perform the requested services, The Firm will utilize every applicable resource to meet your needs while maintaining a primary attorney contact, As a primary contact, Barbara resides in Miami and will ensure the overall delivery of satisfaction and value to the City of Miami. Upon assignment, Barbara and Mike will promptly handle or forward each task to the appropriate attorney in consultation with the City Attorney, oversee its timely completion, ensure the quality of the completed work product, and ensure that the City has ample communication with the attorneys involved. Barbara, an experienced real estate attorney and Mike, an experienced transactions attorney, are fully capable of addressing all issues that may arise. We have identified additional team members @[towing us to provide high quality legal services, maintain the flexibility necessary to respond swiftly and thoroughly, and facilitate communication and accountability. Full biographies of the proposed team are located in the Appendix to this letter, In addition, GrayRobinson attorneys set performance measurements and metrics based on each client's specific needs and requirements, Not all clients are alike and we will provide counsel and support the way the City Attorney's office prefers. At an initial orientation meeting City representatives, Barbara Ferrer, Mike Neukamm, Paul Quinn, and any other applicable team members will set performance and reporting metrics which will measure the satisfaction of the City moving forward, We will monitor and measure our performance as it relates to the overall client relationship through regular client satisfaction discussions and "off -the -clock" performance meetings between City representatives and GrayRobinson attorneys, City of Miami GrayRobinson Specialized Real Estate Outside Coupsel April 13, 2019 GRAYIROBINSO.N ATTORNEYS AT LAW Conclusion We invite you to review the biographies of the team proposed to represent the City as specialized outside real estate counsel found on the following pages. GrayRobinson is fully committed to and capable of meeting the scope of work as outlined by the City. Thank you for this opportunity to submit our letter of interest and we look forward to discussing this project further, Sincerely, Barbara J. Ferrer Shareholder GrayRobinson, P.A. Va ra"4.4— Mike Neukamm Shareholder, Orlando Managing Director GrayRobinson, P.A. GrayRobinson, P.A. 1 8 Team Chart Complete biographies located on the following pages, Barbara Ferrer Mike Neukamm Lead Attorney, Lead Attorney, Real Estate/Financing Business Transactions Trevor Arnold Development & Construction Contracts Brian Fender Public Finance Guy Haggard Development & Construction Contracts Joseph Salzverg Government Relations & Contract Review Tom Sullivan Michelle Tanzer Land Use Real Estate & Hospitality GrayRobinson, P.A. 1 9 Paul Quinn Business Transactions, Real Estate & Commercial Ground Leasing TuckerThoni Real Estate & Contract Review Heather Ramos Land Use & Government Steve Tilbrook Environmental Barbara J. Farrar Shareholder barbara.forrei-@gray-robinson.com 333 S.E. 2nd Avenue Suite 3200 Miami, Florida 33131 Phone: 305-416-6880 Fax: 305-416-6887 Direct: 305-913-0349 Experience ' « Barbara Ferrer is a shareholder in GrayRobinson's Miami office and a member of the Firm's Real Estate and Banking and Finance practice groups. Her practice focuses on the representation of institutional lenders and investors in connection with all aspects of real estate -secured and asset-based loans, including construction loans, factoring arrangements, public- `'' private financing, mezzanine financing, low income housing tax credits (LIHTC) and affordable housing equity, and debt f.., financing. In addition, Barbara regularly represents clients in the acquisition, disposition, financing and development of large-scale commercial real estate projects, Areas of Practice m Banking & Finance . c ® Real Estate Affordable Housing & Tax Credit Financing Education M St. Thornas University, B.A. I....i University of Miami School of Law, J,D„ (cum laude, with honors, 1997) GrayRobinson, P.A, 1 10 CltyofMiami CrayRobin806 Specialized Real Estate.OutsideCou'nsel Apri113, 2019 Professional Associations & Memberships • The Florida Bar Real Property, Probate and Trust Law Section • Leadership Council on Legal Diversity Fellows Program, 2015 Commercial Real Estate Women (CREW) of Miami • Greater Miami Chamber of Commerce ' Cuban American Bar Association l • Latin Builders Association Awards & Recognitions • Best Lawyers in America, 2016-2019 • South Florida Legal Guide Top Lawyer, 2013-2018 Up and Comer, 2009-2010, 2012 • Florida Trend, Legal Elite, 2016 • Chambers USA, Real Estate, 2012-2015 • Daily Business Review, Dealmaker of the Year, 2010 Representative Experience GRAY ROBIN.S 0IV ATTORNEYS AT LAW General representation of multifamily housing developer in all of its legal needs, including the acquisition, disposition, development and construction of projects throughout the State of Florida. • Representation of national lender in the structuring, documentation and closing of loans for the acquisition, rehabilitation and/or construction of low-income (LIHTC) housing projects, throughout the State of Florida. • Representation of national tender in structuring and closing a multi-million dollar syndicated loan for the acquisition, development and construction of a mixed -used project (retail and multifamily housing) on land leased from the City of Miami. • Representation of national tender in structuring and closing a multi-million dollar syndicated loan for the construction the transit oriented project known as "Douglas Link", • Representation of national tender in the structuring and closing of a syndicated "gap" financing transaction for the 826/836 Expressway expansion. Representation of international lender in a multi-million dollar syndicated loan for the construction of a mixed-use project (retail and multifamily housing) to be constructed at the site of the prior Channel 10 facility on Biscayne Blvd. • Representation of national bank in a multi-million dollar loan for the acquisition and re -development of Riviera Plaza in Coral Gables, • Representation of national lender in the structuring and closing of a participation for the construction of Met Square in downtown Miami. Gray Robinson, P.A. 1 11 City of Miami GrayR6bin5on Specialized Real Estate Outside counsell . G.RAYIR0INSOl April 13,20,19 ATTORNrys AT LAW' • Representation of national lender in the structuring and closing of a multi-million dollar loan for the acquisition, redevelopment and conversion of a government owned housing community to private housing located in Key West, Florida, • Representation of client in the preparation of an unsolicited proposal summited to Miami -Dade Community College for the development of land in downtown Miami. Represented lenders and investors in the structuring of complex co -tender agreements at securitized, non -securitized 1 and multiple mezzanine capital stack levels, involving all industry sectors, including office buildings, hotels, regional shopping malls and multi -family housing. Languages Spanish Presentations & Seminars • Panelist, Commercial and Middle Market Banking Roundtable, Risk Management Association (RMA), June 3, 2015 Articles & Publications • Co -Author, "Bill Would Make Public -Private Projects Easier," Daily Business Review, March 2016 GrayRobinson, P.A. 1 12 Michael E. NeUkam Orlando Managing Director mike.neukarm@gray-robinson.eom 301 East Pine Street Suite 1400 Orlando, Florida 32801 Phone: 407843-8880 Fax: 407-244-5690 Experience Mike's practice is focused on the legal aspects of corporate and business transactions. He brings to these matters a background in federal income tax consulting and financial accounting. Mike is a certified public accountant and worked as a tax consultant and manager for Price Waterhouse for almost seven years, prior to coming to GrayRobinson in 1992. Mike represents and counsels individuals and businesses (both public and privately held) with respect to a varied range of transactional and other business needs, including the formation and governance of corporations, partnerships, limited liability companies and other entities; establishing joint ventures; determining the appropriate choice of legal entity to utilize in a particular situation; negotiating and structuring the purchase and sale of businesses and business entities, mergers and acquisitions, and other business combinations; and designing shareholder, operating, partnership and employment agreements, Mike has also represented numerous clients in connection with raising funds through complex financing and refinancing transactions involving institutional lenders and/or venture capital transactions. His tax practice emphasizes corporate, partnership and individual income taxation. Mike's representative clients include Orlando City Soccer, the Earl Enterprises group of restaurant companies (including Planet Hollywood, Earl of Sandwich, Buca di Beppo and Bertucci's), and Lakeview Terrace Retirement Community and affiliates. Areas of Practice - Corporate Mergers & Acquisitions Financing/Refinancing ii a Restaurant %.. u Venture Capital i Senior Housing Taxation GrayRobinson, P.A. 113 Clty.of Miami. GrayRobinson Specia112ed.Re61` Estate Outside Counsel April 13, 2019 Background GR:A.Y ROBINSON AT.TORNEYS AT' LAW Mike was born at White Sands Missile Range, New Mexico. As a young child, he lived in Texas, New Jersey, Oklahoma and Maryland, although his formative years were spent primarily in Florida. Mike lived in Miami for six years and then attended high school in Clearwater. Mike attended the University of Florida both for his undergraduate education in accounting and for law school, receiving a bachelor's in accounting in 1983 and his juris doctor in 1985. At college, Mike was active in his fraternity and his school and was tapped into Florida Blue Key while in law school, Mike met his future wife, Karen, during his first year at college, and they married in 1985. Karen is a school teacher, and they have three children, each of whom has chosen to continue the family tradition of attending college at the University of Florida. Education u University of Florida, J.D. (honors, 1985) Florida Blue Key, Leadership Honorary Director of Finance, Homecoming 1994 Book Awards; Individual Income Taxation, I and II University of Florida, B.S., accounting (honors, 19831 Beta Alpha Psi, Accounting Honorary Omicron Delta Kappa, Scholarship/Leadership Honorary Student Government, Senator Delta Upsilon Fraternity, Social Fraternity; Pledge Class President Admissions Florida Professional Associations & Memberships e The Florida Bar • Certified Public Accountant ■ American Bar Association • Tax Section • Orange County Bar Association • Florida Institute of Certified Public Accountants • U.S. Tax Court /awards & Recognitions Acritas StarsTM • AV PreeminentTM rated by Martindale -Hubbell • Best Lawyers in America, 2010-2019 Best Lawyers, Orlando Magazine, 2014 Florida Super Lawyers, 2011-2012 Gray Robinson, P.A. 1 14 Clty of Miami G R AY R O B I l V S O 1 `d GrayRobinson Specialized Real Estate Outside Counsel ATT OR N E Y S AT L A W April 13, 2019 Civic • Astronaut Scholarship Foundation, Director, Treasurer, Secretary, Executive Committee Member, Scholarship Committee Member ® City of Altamonte Springs, former Planning Board Member • Leadership Orlando, Class 34 • Eagle Scout, 1977 GrayRobinson, P.A. 1 15 Trevor B. Arnold, B.C.S. Shareholder Chair, GonstrUction trevor.arnold@cgray-robinson.c:orn 301 East bine Street Suite 1400 Orlando, Florida 32801 Phone: 407-843-8880 Fax: 407-244-5690 Direct: 407-244-5692 Experience Trevor serves as firmwide chair of the construction practice group, and is based in GrayRobinson's Orlando office, His practice is focused on civil litigation, His experience encompasses litigation, arbitration, mediation, loss prevention and risk management, Trevor has significant trial experience with commercial/business and construction litigation, He handles litigation in federal and state courts throughout Florida, Trevor holds an AV Preeminent rating from Martindale -Hubbell. One of Trevor's primary areas of concentration is construction litigation, He is board certified in construction law by The Florida Bar, Trevor handles and has experience with a wide variety of construction disputes, including personal injuries/deaths during or after construction, defects and/or failures and delays and/or inefficiencies. He has also lectured on numerous construction law issues including The American Institute of Architects (AIA) contracts, design professional liability and "Green Building" or LEED issues. Trevor has experience handling construction claims involving various types of projects and construction. He handles disputes relating to industrial projects, including power plants and cement plants. His practice encompasses claims relating to infrastructure or transportation projects, including roadways, rail systems, airports, bridges and tunnels. He represents clients regarding disputes over residential projects, including apartments, condominium conversions, oceanfront condominiums, single-family homes and residential subdivisions. Trevor handles disputes over remediation, mold, sinkholes, hurricane damage and indoor air quality issues, He has litigated and tried commercial construction cases such as a hospital, a theme park, an international fiber optic telecommunications network and a university building. Furthermore, he handles civil works projects involving storm -water, wastewater and utility systems, Trevor also handles various commercial and business litigation including disputes regarding contracts, leases, franchises, business torts, trade secrets, intellectual property, product liability, insurance and employment and non -competition agreements. Trevor's practice further includes election law, local government matters, insurance and personal injury. GrayRobinson, P.A. 116 Clty of Miaml .GrayRobinson 5peclalized Real Estate Outside Counsel April 13, 2019 Areas of practice . Appellate . Litigation Construction Professional Liability Defense Transportation Personal Injury Environmental & Sustainability Law Product Liability & Toxic Tort A 'Y` I k.0 B ON S ATT.ORNEYS AT LAW.. I Background Trevor was born in Lancaster, California, and grew up in Fort Walton Beach, Florida. He received his bachelor's and juris doctor degrees from the University of Florida. Trevor joined GrayRobinson in 2002. He has been a shareholder at GrayRobinson since 2008. Trevor is married with three children. Education University of Florida, B.A. (/7onors, 1998) Florida Blue Key Student Government Supervisor of Elections University of Florida, J.D. (honors, 2001) Admissions • U.S. District Court, Middle District of Florida ■ U.S. District Court, Southern District of Florida Professional Associations & Memberships ■ The Florida Bar Board Certified in Construction Law Business Law Section, Member Real Property Probate and Trust Law, Member Trial Lawyers Section, Member • American Bar Association Forum Committee on the Construction, Industry Litigation Section Torts and Insurance Practice Section GrayRobinson, P.A. 117 City of Ward . GrayRobinson.Specialized Real BtateOuisideCounsel April 13, 2079 ■ Orange County Bar Association Business Law Committee, Member o Chair, 2008-2009 Construction Law Committee, Member G 13 1! 1( R 0 13 IN al S O 1. V. . ATTORNEYS AT. LAW Awards & Recognitions • AV Preeminent" Rated by Martindale -Hubbell • Best Lawyers in America, 2010-2019 • Chambers USA, Construction, 2014-2018 Recognized Practitioner, Construction, 2016 • Florida Super Lawyers, 2013-2018 • Rising Star, 2009-2012 • Florida Trend, Legat Elite, 2016 • Orlando Magazine, Best Lawyers, 2010-2013, 2014 • Florida Trend, "Up and Comer," 2007-2008, 2012 • American Registry, Florida's Top Attorneys, 2013 • Daily Business Review, Top Rated Lawyer, Appellate Law, 2013 • Orlando Magazine, Top Legal Eagles, 2010 • Orlando Business Journal, Most Influential Businessmen, 2008 • Orlando Business Journal, "Best of the Bar" Nominee, Commercial Litigation, 2007 Civic • Leadership Orlando, Class 68 • Leadership Seminole, Class 23 Articles & publications • Co-author, "What is Betterment?" Advisory Bulletin, Travelers Insurance, January 2018 Co-author, "Florida's Statute of Repose: How It Works and Why It Doesn't," Building Central Florida, May/June 2014 • "Mixed -Use Condominium Projects: Cautionary Tales," Lorman Construction Newsletter, March 2007 ■ "Rights and Liabilities of Architects and Engineers," The Florida Bar, Florida Construction Law and Practice Manual (5th Ed.), 2006 Presentations & Seminars • "Contract Forms, Terminology and Language to Adopt that Reduces Your Risk," Building High Performance Buildings - Not High Risk Buildings: How to Avoid Design and Construction Defects in Today's Project, September 10, 2014 • "Going Green with Design -Build: Lessons Learned," Design -Build Institute of America and Florida Engineering Society, December 7, 2011 GrayRobinson, P.A. 118 cityof Miami GlayRobinson Sp6clallzed Real Estate Outside Counsel . Apri.l13,2019 ATTORNEYS AT LAW ■ "Litigation Trends in Risk ALtocation and Impact of Certificates of Insurance," BB&T and J. Rotfe Davis Presentation, August 29, 2011 • Greenbuild, Risk Management LEED, Phoenix, Arizona, November 11, 2009 ■ "Avoiding 'Green Building' Liability," 4th Campus and Community Sustainability Conference, University of South Florida, Tampa, Florida, October 2009 • "Avoiding 'Green Building' Liability," CMAA West Florida Chapter, CMAA West Central. Florida Chapter and the Design - Build Institute of America Florida Region, Inc., Orlando, Florida, January 2009 • "Avoiding 'Green Building' Liability," Green Building Risk Management, Caribbean Green Expo, San Juan, Puerto Rico, December 2008 • "What to Do When Construction Projects Go Bad," Lorman Seminar, April 2008, • "How Design Documents Can Prevent or Cause Construction Claims," Lorman Seminar, February 2008 • "What You Need to Know: Public Records Management and Electronic Discovery," Community College Conference on Legal issues, January 2007 • "Construction Contracts for Florida League of Cities, Inc.," 25th Annual Florida Municipal Attorneys Association Program, Bonita Springs, Florida, July 2006 • "Mixed -Use Condominium Projects: Cautionary Tales," 44th Annual Meeting of Invited Attorneys, Victor 0. Schinnerer & Company, Inc., San Antonio, Texas, June 2005 • "AIA Construction Contracts: Important Project Contracts, Key Provisions and How They Affect a Construction Project," Lorman Education Services, June 2005 • "Florida Law for Civil Engineers and Avoiding Claims on Construction Projects," University of Florida College of Engineering, Fall 2004. GrayRobinson, P.A. 119 Brian, I Fender, Shareholder Chair, Public Finance brian,fetidor@gray-robiiison.com 401 East Jackson Street Suite 2700 Tampa, Florida 33602 Phone: 813-273-5000 Fax: 813-273-5145 Direct: 813-273-5070 Experience Brian is a shareholder and director of GrayRobinson who serves as Chair of the firm's Public Finance practice group. Brian has represented a variety of clients including aviation authorities, banks and other direct purchasers of municipal debt, bond holders, charter schools, cities, counties, expressway authorities, government financing pools and programs, hospitals and other health care facilities, housing authorities, investment banks, open and closed investment funds, placement agents, port authorities, school boards, special districts, sports authorities, state programs, tax-exempt organizations, trustees, utilities, water support authorities, universities, and various special districts. Over the course of his career, Brian has beer) involved in more than 450 public finance transactions and has represented clients in the issuance of more than $30 billion of tax-exempt and taxable debt, Brian has been rated AV PreeminentTM by Martindale -Hubbell and recognized by peer -ranking publications such as Super Lawyers and Florida Trends "Legal Elite." Areas of Practice • Public Finance • Higher Education g Securities a Senior Housing • Real Estate u Banking & Finance • Corporate Backgroland (i Brian is a native of Tampa. Brian received his B.A, from the University of South Florida and his J,D, from the University of 1... Florida. Brian practiced law in Miami and Washington, D.C, prior to returning to Tampa and joining GrayRobinson in early i 2005. Brian is licensed to practice law in Florida, Illinois and the District of Columbia and serves as Chair of the firm's Public Finance practice group. GrayRobinson, PA. 1 20 City of.KIM( :GrayRobinson Speclallzed Real: Estate Outside Counsel April 13, 2019 ' Education • University of South Florida, B.A. (1996) Major in philosophy, minor in economics Graduate of USF Honors Program (now Honors College) • University of Florida College of Law, J.D. (honors) (1996) Florida Law Review, Senior Editor Judge George C. Carr Memorial Scholarship (three-year full scholarship) Recipient Admissions Florida „ District of Columbia Illinois ■ U,S, District Court, Northern District of Florida ■ U.S. District Court, Southern District of Florida U.S. District Court, Middle District of Florida Professional Associations & Memberships • American Bar Association • The Florida Bar • Hillsborough County Bar Association • Nation al Association of Bond Lawyers Civic Leadership Florida, Cornerstone Class XXXVII Tampa Downtown Partnership, Board of Directors, 2017 -Present University of South Florida Honors College Dean's Council, 2017 -Present MacDonald Training Center, Inc.., Board of Directors, 2014-2017 Leadership Tampa, Class 2007 13th Judicial Circuit of Florida, former Attorney Ad Litem Youth Sports Coach USF Honors College, Adjunct Professor ATTORNEYS. AT 'LAW Presentations o "Public/Private Partnerships (P3) in Higher Education," Treasury Institute for Higher Education's Tax Exempt Bond Compliance Conference 2017, Orlando, Florida, December 2017 n "Municipalities Continuing Disclosure Cooperative (MCDC) Initiative -- Summary of Orders Regarding Underwriting Firms," GR E-lert, July 2015 I GrayRobinson, P.A. 1 21 City of Miami GrayFZobinson.,5peclalfzed Real Estate OutsldeCoUllsel GRAYI R `-� B N SO Aprll'13,201b ATTORNEYS AT LAW "Securities Law Update: SEC Enforcement Initiatives," The Florida Bar, Public Finance in Florida 2015 Seminar, Orlando, Florida, May 7, 2015 "Bond Financing for County Projects," Florida Association of Counties Financial Management Workshop, Tallahassee, Florida, March 27, 2015 "Update: SEC Modifies MCDC Initiative and Extends Deadline for Issuer's and Obligor's Only," OR E-lert, August 2014 "Navigating the SEC's Municipalities Continuing Disclosure Cooperation Initiative," OR E-lert, March 2014 "The Basics of Bond Financing," Florida Association of Counties Workshop, Tallahassee, Florida, March 26, 2014 • "EMMA (Electronic Municipal Market Access system)," National Association of Bond Lawyer's Bond Attorneys' Workshop, Chicago, Illinois, September 2013 • "SEC Report on the Municipal Markel," Public Finance in Florida, Sl. Augustine, Florida, May 2013 • "The Basics of Bond Financing," Florida Association of Counties Financial Management Conference, Tallahassee, Florida, April 2013 • "MSRB and Other Regulatory Updates from the Perspective of Underwriter's Counsel," National Association of Bond Lawyers' Bond Attorneys' Workshop, Chicago, Illinois, October 2012 • "What You Should Know about Bond Finance," Florida Association of Counties Financial Management Conference, Orlando, Florida, June 2012 • "Securities Disclosure and Procedures •- What policies and procedures should local governments be implementing to facilitate compliance with federal securities Law and regulation?" Public Finance in Florida, St. Petersburg, Florida, May 2011 • "Municipal Securities Disclosure and Best Practices for Municipal Issuers," Florida Government Finance Officers Association School of Government Finance, St. Petersburg, Florida, November 2009 • "The Elephant in the Living Room: SEC Proposed Municipal Securities Disclosure Reform," Public Finance in Florida, Ritz-Carlton Grande Lakes Resort, Orlando, Florida, May 2009 • Underwriters' Counsel Panel at the National Association of Bond Lawyers' 2008 Bond Attorneys' Workshop, Chicago, Illinois, September 2008 • "Alternative Public Financing: Public/Private Partnerships," Florida Association of County Attorneys CLE Seminar, Doral, Florida, June 26, 2008 • Economic Development Financing in Florida Seminar, Lorman Educational Services, Tampa, Florida, May 30, 2008 I • Underwriters' Counsel Panel, National Association of Bond Lawyers' 2007 Bond Attorneys' Workshop, Chicago, Illinois, September 2007 • "Is Bond Counsel a Gatekeeper," Public Finance in Florida, Daytona Beach, Florida, July 2007 • Traditional and Non -Traditional Methods of Municipal Broadband Finance," Law Seminars International Conference on Local Broadband Regulation & Deployment, Tampa, Florida, February 2007 Gray Robinson, P.A. 1 22 Guy S. Haggard, ,C.. Shareholder guy.haggardpgray-robinson.corn 301 East Pine Street Suite 1400 Orlando, Florida 32801 Phone: 407-843-8880 Fax: 407-244-5690 Direct: 407-244-5605 Experience Guy represents and acts as general corporate counsel for developers, manufacturers, hotels, restaurants, aviation companies and other businesses. Guy has broad experience in all types of complex construction, commercial, real estate development and corporate transactions. f Guy has significant experience representing owners, management companies, developers, architects, engineers, and contractors, His work experience includes airports and aircraft, space launch facilities, cruise ships, hotels, arenas, convention centers, condominiums, underground utilities, public school buildings, college buildings, large water transmission pipelines, amusement and theme park rides and facilities, wastewater treatment plants, water treatment Plants, hospitals, roads, golf courses, storm water designs, well fields, churches, and shopping malls. Guy is board certified by The Florida Bar in Aviation Law. Guy is an instrument -rated private pilot and has been flying for over 35 years. He has a wide range of experience in representing aviation businesses and aircraft owners. i ,areas Of Practice Aviation and Drone Law Construction Corporate Litigation Real Estate Technology Transactions Transportation GrayRobinson, P.A. 1 23 City of M1am1 . T CYayRobinsori 5peeialized Real Estate Quts(de Counsel... '` A Y R O �._ 1. l ` S 0' N .. Apl1113,.:2019'. ATTORN9s 8 AT LAW Background Guy was born in Jacksonville, Florida, and was raised in various parts of Florida. He graduated from Merritt Island High School in 1976. Ile attended both undergraduate and law school at the University of Florida. After graduating in 1983, Guy joined and later became a partnerwith Bull & [-laggard, P.A. Guyjoined and became a partnerwith GrayRobinson in 1992. Education • University of Florida, B.S. (electrical engineering, honors, 1980) • University of Florida College of Law, J.D. (honors, 1983) Admissions Florida Florida Supreme Court U.S, District Court, Middle District of Florida U.S. District Court, Southern District of Florida U.S. Court of Appeals, 11th Circuit Court of International Trade Professional Associations & Memberships t • The Florida Bar Board Certified in Aviation Law, 2015 I o Orange County Bar Association Awards & Recognitions AV Preeminent"m rated by Martindale -Hubbell Florida Trend, Legal Elite, 2007 Civic Eagle Scout, 1972 • Leadership Orlando, Class 35 West Orange Airport Authority, Chairman, 2006-2013 West Orange Chamber of Commerce, Community Trustee, 2002-2006 Presentations & Seminars • "Drone Law," Florida Bar Aviation Law Certification Exam Review Course, January 21, 2017 • "Legal Use of Drones on Construction Projects," The Florida Bar's Real Property, Probate and Trust Law Section Executive Council Meeting, December 9, 2016 GrayRob[nson, P.A. 1 24 Paul S. Quinn, Jr. Shareholder Paul.quinn@gray-robinson.com 301 East Pine Street Suite 1400 Orlando, Florida 32801 Phone: 407-843-8880 Fax: 407-2.44-5690 Direct: 407-244-5 615 Experience Paul Quinn's practice involves real estate, commercial and financial transactions. He is board certified in real estate law, He has handled all types of commercial real estate transactions through acquisition, financing, development and disposition: He has extensive experience in residential and commercial transactions, leases, condominiums, title insurance, title examination, financing, UCC and secured transactions and liquor licensing taw, He also represents clients in the hospitality industry, including hotels, restaurants and owners of golf courses and resorts. He has special experience in obtaining liquor licenses for restaurants and hotels, He also has an extensive legal opinion practice, frequently acting as Florida counsel and providing legal opinions in Ftorida financing and real estate transactions. In 2018, Paul assisted the Indian River County Hospital District trustees in negotiating a potential 75 -year amended and restated ground lease agreement concerning the Indian River Medical Center (IRMC) and related agreements as part of a larger transaction which resulted in IRMC becoming affiliated with The Cleveland Clinic Foundation, the number two ranked healthcare system in the United States. The series of agreements will result in IRMC and its related healthcare system joining the Cleveland Clinic Health system. As part of the transaction, the Cleveland Clinic Health system has committed to -.. invest at least $250 million into IRMC during the next 10 years, among other commitments to the District and IRMC, The transaction is expected to have far-reaching impacts to the Vero Beach and Indian River County communities for many years to come. In 2018, Paul also assisted founder and seller Craig Mateer of Baggage Airline Guest Services, Inc, and Home Sery Delivery, LLC (Bags) in its acquisition by SP Plus Corporation (SP+), for an all-cash purchase price of $275 million. Paul recently closed a $22 million purchase of city -owned land for Orlando City Soccer Club to complete its ownership of the site of its new 25,500••seat stadium, which is currently under construction, The transaction spanned more than 18 months and involved assembling various parcels of land over time and resolving complex title matters, development issues and litigation related to the sale, The ultimate cost of the completed stadium is anticipated to be more than $125 million. The new stadium is expected to revitalize a key part of downtown Orlando and bring new economic development opportunities to the area. GrayRobinson, P,A. 1 25 i City of Mi.arni GRAYROBINON GrayRobinso'n Specialized Real Estate Out§Ide.Counsei I "J Apri118,.2019 ATTORNEYS AT LAW - Paul was instrumental in the purchase of the 270 -acre Lake Ruby property, which was chosen as the Orlando Business i Journals overall Best Real Estate Deal of 2005. Paul also represented the tenant, GAI Consultants, Inc., in connection with one of downtown Orlando's largest office lease deals in recent history, which was named one of Orlando Business Journals Best Real Estate Deals of 2008. Paul was lead real estate counsel to Health Central in connection with a $181 million hospital sale transaction, named one of Orlando Business Journals Top Ten Business Deals of 2012. Areas of Practice Alcohol Beverage w Real Estate Senior Housing • Environmental & Sustainability Law Residential, Resort & Club Restaurant Banking & Finance Hospitality Background Paul grew up in Lakeland, Florida, and graduated as valedictorian from Lakeland High School in 1981. He went on to study political science at Duke University, where he graduated magna cum laude in 1984. Paul received his juris doctor from the University of Florida Law School in 1987, where he graduated with honors and was executive editor of the Florida Law Review. Paul is a shareholder in the real estate department and has been with the Firm since 1987. Paul has an AV rating, the highest available rating from Martindale -Hubbell, ( Education Duke University, B.A. political science (magna cum laude, 1984) . e University of Florida College of Law, J.D. (honors, 19871 Order of the Coif Florida Law Review, Executive Editor Phi Delta Phi Legal Fraternity Scholarship Recipient — The Florida Bar, Young Lawyers Division Winner -- Attorney's Title Insurance Fund Writing Contest ( American Jurisprudence Book Award, Torts Who's Who Among American Law Students Admissions • Florida • District of Columbia GrayRobinson, P.A, 1 26 city.of Mjami GrayRobinson'Speclalized Real Estate Outside Counsel.' 1 .pril l3, '2019 G:RAXI k1 BINSCJN ATTOR.N9.TS A'T LAW Professional Associations & Memberships • The American Bar Association • The Florida Bar Board Certified in Real Estate Law Real Property, Probate and Trust Law Section • Orange County Bar Association Editorial Committee, The Briefs Magazine • District of Columbia Bar • Agent for Chicago Title Insurance Co., Attorneys' Title Fund Services, LLC, First American Title Insurance Co., Lawyers Title Insurance Corp., Fidelity National Title Insurance Co. and Commonwealth Land Title Insurance Co. Awards & Recognitions • AV PreeminentIm rated by Martindale -Hubbell • Best Lawyers in America, 2013-2019 • Orlando Magazine, Best Lawyers, 2014 • Florida Super Lawyers, 2006-2009, 2011 Civic t . • The Orlando Ballet, former Vice President and Director • Orlando-UCF Shakespeare Festival, former Director and Secretary • United Arts of Central Florida, former Director Articles & publications • "Inclusionary Zoning and Linkage: Land Use Planning Techniques in an Age of Scarce Public Resources," 1 Journal of LawandPublicPolicy21 (1987) • "Shared Parental Responsibility and Residence Restrictions in Florida," 38 Florida LawReviewl17 (1986) "Liability of Corporate Directors and Officers: Changes in Florida Law," Orange County Bar Association, The Briefs Magazine (1988) GrayRobinson, P.A. 1 27 Heather M. Ramos ,Shareholder heather.ramos@gray-robinson.Gorm 301 East Pine Street Suite 1400 .y Orlando, Florida 32801 Phone: 407-843-8880 Fax; 407-244-5690 Experience I -leather is a shareholder based in the Orlando office. She focuses on all aspects of state and local government law, such as Land use law, Sunshine Law, ethics, public records law, taxation and finance, utility law, constitutional law, administrative law, and litigation. She assists clients with issues relating to annexation, land use and zoning changes, real estate ..f acquisitions and sales, real estate financing and legislative and governmental affairs on both local and state levels. r.. t. { I -leather's experience involves the representation of private and public entities in the development of commercial, residential and mixed-use projects in all phases of development. She helps landowners obtain all forms of local government approvals, ranging from zoning and comprehensive plan amendments, special exceptions, variances and conditional use permits to the negotiation of development agreements, development orders and annexation agreements, Heather's experience involves t.,..: planned unit developments, subdivision plats, annexation agreements, vested rights, impact fees, utility agreements, g.,. concurrency, transportation mitigation, road construction agreements, wetlands mitigation and permitting, and many other ff aspects of land use and real estate development, For the private sector, Heather typically assists clients throughout the entire development process, beginning with the site . ', selection, contract negotiation, due diligence, land acquisition, and continuing with the procurement of land use approvals and entitlements. For the public sector, Heather is the town attorney for Howey -in -the -Wills and the assistant town attorney for Windermere, She is assistant general counsel: to Space Florida, the state agency responsible for developing commercial aerospace industries in Florida, She is the assistant lead counsel for the Orange County Library District and assistant counsel to the Orange County and Seminole County Property appraiser, Heather has served as special counsel to several hospital districts regarding Sunshine Law, ethics, gift law, financial disclosure rules and public records law. She has assisted in the establishment of community redevelopment agencies and other local government financing mechanisms, GrayRobinson, P,A. 128 City of Mlami GrayRobihson Speclsllzed Real ltstate Outside counsel AprIl13, 20.19 Areas of Practice Government • Higher Education • Land Use Law • Utilities G AYIR.0B NSON ATTORN)3YS AT LAW' Background Heather was born in Washington, DC, and raised in Melbourne, Florida. After attending the University of Central Florida and receiving her bachelor's degree in accounting, Heather enrolled in Stetson University College of Lawwith a scholarship. She graduated cum laude and received her juris doctor from Stetson in May 2002. Education • University of Central Florida, B.A. accounting (honors, 1999 ) • Stetson University College of Law, J.D. (top 10%, cum laude, 2002) Moot Court, Board Member Florida Association for Women Lawyers, Member Admissions • Florida Professional ,Associations & Memberships The Florida Bar Local Government Law Section Environmental and Land Use Section • Orange County Bar Environmental and Land Use Committee, Co -Chair, 2004-2.005 Awards & Recognitions • AV PreeminentTM rated by Martindale -Hubbell • "Legal Elite" Florida Trend, "Up & Comers", 2009 • Florida Super Lawyers, "Rising Star," 2009, 2011 civic • Habitat for Humanity of Seminole County and Greater Apopka, Board of Directors, 2013 -present • Cystic Fibrosis Foundation, Board of Directors, 2004-2011 • Orlando Regional Chamber of Commerce, Board Member, Leadership Alumni, 2006-2008 • Orlando Regional Chamber of Commerce, Vice Chair Membership, Executive Committee, Leadership Alumni, 2006 GrayRobinson, P.A. 1 29 Thornas R. Sullivan Shareholder thomas.suilivan@gray-robinson.com 301 East Pine Street Suite 1400 Orlando, Florida 32801 Phone: 407-843.8880 Fax: 407-244-5690 Direct: 407-244-5664 Experience Tom is the co-chair of the Land Use Department and is a shareholder in the Orlando office. His land use and development law practice includes representing property owners and developers throughout Central Florida. He has practiced extensively in Orange, Osceola, Seminole, Lake, Polk and Volusia counties, as well as the various municipalities within those counties, As lead counsel, Tom has effectively represented numerous developers in connection with comprehensive planning, Developments of Regional Impact (DRIs), sector planning, annexations, rezonings, variances, conditional uses, special exceptions, site selection, due diligence, as well as other land use and environmental matters. His experience has also included the successful representation of local, national, and international clients in real estate transactions, retail and office leasing, master declarations, planned unit developments, subdivisions, development agreements, vested rights and concurrency issues. He offers additional value to clients throughout Florida in the hospitality, restaurant and entertainment industries through his expertise in all aspects of alcoholic beverage licensure, Areas of Practice V Land Use Law M Senior, Housing Real Estate Educa'ti®n University of Florida, B.A. (honors, 19991 Florida State University College of Law, J.U. (high honors, 2002) Order of the Coif Admissions Florida . U.S. District Court, Middle District of Florida GrayRobinson, P.A. 30 i I City of.Mla.ml GrayRobinson Speciafti3d.Real. Estate Outside C6unsel. April Z010 Professional Associations & Memberships • The Florida Bar Environmental and Land Use Law Section City, County and Local Government Law Section • American Bar Association • Orange County Bar Association Awards & {recognitions Florida SuperLawyers, Rising Stars, 2009-2016 Florida Trend. Up & Comer, 2009, 2011, 2013-2014 Civic Osceola County Historical Society, Board of Directors • Leadership Osceola County, Class of 2011 • Urban Land Institute Orlando Tiger Bay Club of Central Florida • Ftorida Citrus Sports • East Orlando Chamber of Commerce, Leadership Class of 2008 • West Orange Chamber of Commerce, Leadership Class of 2004 • Habitat for Humanity of Greater Orlando, Homebuilding Volunteer • Florida Trail Association, Trail -Building and Maintenance Volunteer GrayRobinson, P.A. 1 31 GRAY: R.OBIN SON AT.T ANBYS AT I AW Michelle F Tamer Shareholder rnichelle.tanzerocgray-robinson.corn Mizner Park Office Tower 225 N,S, Mizner Blvd„ Suite 500 Boca Raton, Florida 33432 Phone: 561-368-3808 Fax: 561368-4008 Direct: 561-866-5700 Experience Michelle is chair of the Residential, Resort & Club Section, chair of the Hospitality industry group and a shareholder in GrayRobinson's Boca Raton office. Recognized for her extensive experience in real estate development and club and community association law, she advises her developer, hotell operator, club and community association clients with projects in the U.S. as well as the Caribbean, The Bahamas, Latin Arnerica and Asia. Her primary focus is negotiating, structuring and amending the governance documents, consumer agreements and licensing, marketing and management agreements necessary for residential and resort communities, mixed-use projects, residence club and timeshare developments, and golf, marina, spa, fitness, tennis, and dining clubs. These documents include master and condominium declarations, t,..° management, marketing and licensing agreements, rental program documents, club membership plans, reciprocal easement agreements and the numerous ancillary contracts. .•,,i Michelle uses her global hospitality industry experience to guide her clients through complex substantive issues in the current legal and economic environment, as well as operational, business and financial issues to be addressed through the ii life of the project. When working on development projects overseas, she achieves integration of western business and legal I; objectives within foreign jurisdictional frameworks by implementing innovative and creative solutions, As a Florida Supreme Court qualified arbitrator, a certified circuit civil mediator and one of four professionals selected by the American Arbitration Association for the National Golf Industry Panel, Michelle serves as arbitrator or mediator to resolve a I..; wide range of disputes. When assisting clients, she utilizes her dispute resolution experience to provide counsel with a view toward dispute avoidance. Michelle has written and lectured extensively on the issues concerning residential, resort and golf projects and authored the book The Club Litigation Book — Keeping Clubs out of Court. Michelle is comrnitted to community service and was recognized by The Florida Bar for establishing "Assisting Students with Disabilities," a pro bono program serving disabled students throughout the state of Florida. She served on the board of the j Greater Fort Lauderdale Chamber of Commerce and, as chair of the International Trade Committee, is credited with creating l-.• Xonnect, a forum designed to expand international business opportunities in south Florida, Michelle sits on the board of the National Club Association, sat on the board of the Golf Course Builders Association of America and served as a founding member of the National Golf Industry Advisory Committee of the American Arbitration Association. GrayRobinson, P.A. 1 32 t.. Areas of Practice ^ Alternative Dispute Resolution ^ Hospitality • Residential, Resort & Club • Real Estate Background Michelle was born on Long Island, New York, but has called Florida home since 1987. Prior to moving to Florida, she earned her undergraduate degree at Emory University, Phi Beta Kappa, and was awarded a merit based scholarship to attend Emory University School of Law, Representative Experience Representing prestigious country club and community associations in various community association and club matters, including amending and restating all community governance documents (Martin County, Florida) Representing international hotel brand in hotel management agreements in complex mixed-use hotel, condominium and residential project (Miami, Florida) ^ Representing top tier international hotel brand in hotel and residential project including all licensing, development and management agreements, rental program and customer agreements (The Maldives) Representing hotel brand licensor in structuring and documents branded residential involving creative solutions to local law management, branding and customer contract limitations to enable client to utilize preferred business model to brand and operate the project, and production of association documentation, customer agreements and licensing and management agreements (Southeast Asia) Representing resort owner in restructuring and documenting mixed use resort, including termination of golf and yacht club programs, cost sharing and reciprocal easement agreements (The Bahamas) ^ Representing timeshare resort owner in termination of timeshare plan and repositioning of resort to whole unit condominiums (South Florida) Representing international luxury hotel brand in restructuring residential project to mixed-use, office, retail and residential project including all licensing, development, association documents and customer agreements (Malaysia) Representing resort owner in structuring and documenting condo hotel project, including all governing documents and cost sharing arrangements as well as all related rental program agreements and operating arrangements (The Bahamas) Representing international luxury hotel brand in structuring and documenting hotel. and branded residential components of mixed-use project, including licensing, marketing and management agreements, rental program and consumer agreements and association documents (Miami, Florida) ^ Representing hotel owner of iconic property in connection with amenities, membership and loyalties programming (South Florida) Representing trade association in the private club industry on document production and membership issues (Nationwide) Representing high-end private equity club in negotiated buy-out of developer's interest to allow members to control and operate club (Treasure Coast, Florida) CrayRobinson, P.A. ( 33 _.... ............ ...... _........ ._._.... _. _...... _.._ _ .. .. city of M.lamf . GrayRobinson Specialized`Real Estate Outside Counsel R. d '` Y Q B' 1 Nv 1 V April 13,2019 ATTORNEYS AT LAW, • Representing international luxury hotel brands in structuring and documenting branded residential component of mixed-use resort projects, including Licensing and management agreements, consumer agreements, association governance documents, and rental program documents (Bali, Indonesia, Bangkok, Thailand and multiple other locations throughout the region) • Representing top tier luxury hotel brand in structuring and documenting branded residential component, including utilities infrastructure documentation, licensing, marketing and management agreements and rental program agreements (Puerto Rico) • Representing private yacht and country club in amending and restating all membership governance documentation to meet current market conditions (South Florida) • Representing hotel brand in connection with new hotel and condominium hotel project, including land use issues, licensing, marketing and management agreements (Pinellas County, Florida) • Representing resort owner in restructuring and re -documenting master planned resort community with branded residential, unbranded residential, branded hotel, condo hotel, golf club and yacht club components, including all master governing documents, all club documents, reciprocal easement and cost sharing arrangements as well as related acquisition, management and consulting arrangements (The Bahamas) • Representing developer of large mixed-use project in connection with membership program and community governance documents (Dominican Republic) • Representing hotel operator in structuring and documenting large scale mixed-use project involving the creation of multi -layered, long term leasehold structure for branded "condominium" units, association documentation, all customer agreements, as well as community licensing and management agreements (Bangkok, Thailand) Education • Emory University, B.A., psychology Phi Betta Kappa • Emory University School of Law, J.D. Merit Scholarship Admissions • Florida Professional Associations & Memberships • The Florida Bar • National Club Association, Board, 2015-2018 • National Golf Foundation • American Arbitration Association National Golf Industry • Advisory Committee, 2012-2014 • Panel Arbitrator, 2012 -present • Golf Course Builders Association of America, Board of Directors, 2010-2011 GrayRobinson, P.A. 1 34 City of Warn! GrayRobinson Specialized Real Estate Outslde..C.ouhsel f Apol.13, 2bib • Florida Real Estate Sales • Club Tax Network • Club Spa and Fitness Association National Advisory Committee, 2016 G7-� q I p_ TT ��TT :R _A Y I R O 1. 1 1 V S Q �T .l y. . ATTORNEYS AT LAW Awards & Recognitions • Best Lawyers in America, 2015-2019 • Daily Business Review, Most Effective Lawyer Finalist, Pro Bono, 2012 • The Florida Bar, Presidential Award Nominee, 2011 Civic • Greater Fort Lauderdale Chamber of Commerce International Trade Committee, Chair, 2012 Board of Governors, 2011, 2012 • Assisting Students With Disabilities, Creator • Autism Speaks Articles & Publications • "Regulatory and Tax Implications of.Food and Beverage On -Demand Services," Club Director Winter 2018 • "Understanding the Motivations of Merger," BoardRoom Magazine, July/August 2018 • T&B Minimums: Keep the Alcohol Risks to a Minimum," Club Director April 2018 • "Sexual Harassment: Is It a Topic 'Too Hot' for the Boardroom?" BoardRoom Magazine, March/April 2018 • "Private Club Status: Do the Rules of Public Accommodations Apply?" BoardRoom Magazine, November/December 2017 • "Spa and Fitness Waivers: How to Maximize Your Protection," BoardRoom Magazine, March/April 2017 • "Solving the Refund and Redemption Liability Dilemma," BoardRoom Magazine, July/August 2016 • "Member Misconduct: What's A Board To Do?" BoardRoom Magazine, March/April 2016 • "What's an HOA to Do When the Gotf Club is Faiting?" Club Director, April 2016 • "Supreme Court's Decision on Same Sex Marriage - Blurred Lines or Clarity For Clubs," BoardRoom Magazine, November/December 2015 • "Packaged Wine Sales for Off -Premises Consumption," BoardRoom magazine, March/April, 2015 • Co -Author, "Why Some Mixed -Use .Projects Thrive ... and Others Fail," Community investor, January 2015 • "Golf Cart Liability: Keeping the Wheels on the Cart," The BoardRoom magazine, November/December 2014 • "Unraveling The Mysteries Of Mixed -Use Project Dynamics," Law360, September 18, 2014 • DEP, EPA, MSMA, FIRFA and CERCLA - Alphabet Soup or Federal Suit?" The BoardRoom magazine, May/June 2014 • "Avoiding the Litigation Time Bomb, Exposure Points for Clubs - Part II," The BoardRoom magazine, January/February 2014 GrayRobinson, P.A. 1 35 '. "Avoiding the Litigation Time Bomb, Winning Strategies for Clubs -- Part I," The BoardRoom magazine, i Novernber/December 2013 "When is a Private Club Not a Private Club?" The BoardRoom magazine, Septernber/October 2013 o "Inappropriate Member Behavior," The Private Club Advisor, October 2013 Guest Blog: Club Reserve Accounts — Pay Now or Pay Later? Hospitality Resources international, August 26, 2013 "Stop Litigation Before it Begins," Co -Author, Golf l% WRi December 12, 2012 "Avoiding the Litigation Time Bomb," Co -Author, GolfBlzWiki,corn, January 2012 +- m "Mediation of Golf Industry Disputes: Use a Different Sort of Club to Beat Your Opponent, HospitalityAlert, January 31, i; 2012 "The New Caribbean: Fending Off the Pirate," HospitalityAlert, July 20, 2010 "Finding Opportunities in The New Caribbean," Lodging Hospitality, July 7, 2010 ...r n "Resort Development in Asia: Managing Risks From Across the Ocean," HospitalityAlert, May 1, 2009 " "Keeping Clubs Out Of Court - Club Litigation Book," Club Litigation Book, December 1, 2008. i ...: d "Club Membership Structures: Tougher to Get Right Than a 30 -Foot Putt," Hospitality Newsletter, 3rd Quarter 2008 "What Do You Mean Securities Registration? It's Just a Golf Club Membership," HospitalityAlert, September 8, 2008 "Club Membership Structures: Tougher to Get Right Than a 30 -Foot Putt," HospitalityAlert, August 'I, 2007 Presentations & Seminars . "Merging with Homeowners' Associations — Understanding the Motivations and the Methods," Club Management Association of America 2019 World Conference and Club Business Expo, Nashville, Tennessee, February 25, 2019 • "Best Practices to Avoid Spa and Fitness Liabilities," Club Spa and Fitness Association 2018 Regional Conference, Naples, Florida, August 3, 2018 • "Club Members and Employees Behaving Badly," Florida Chapter of the Club Managers Association of America Summer Conference, Key Largo, Florida, June 17-20, 2018 • "Private Club Status: To Be or Not to Be,,, a Truly Private Club," Club Managers Association of America 92nd World Conference, Nashville, Tennessee, March 2, 2018 • "Sticky Situations and Simple Solutions," Professional Club Marketing Association's 2017 Club Membership & Marketing Symposium, June 5, 2017 " "Legal Issues Confronting Clubs and Practical Solutions," Club Digital Learning Day, Hospitality Financial and Technology Professionals (H FTP), September 21, 2016 • "Legal Issues Confronting Private Clubs," 2016 Club Conference, National Club Association (NCA), May 19-21, 2016 "Setting the Best Practices to Avoid Legal Consequences," Mid -Season Re -Charge Program, The Club Spa & Fitness Association, February 9, 2016 "Setting Best Wellness Practices to Avoid Legal Consequences," Club Managers Association of Arnerica (CMAA) Summer Conference, Orlando, Florida, August 4, 2015 "Legal and Liability Issues for Private Clubs," Hospitality Financial and Technology Professionals' Club & Hotel Controllers Conference, June 15-17, 2015 "Legislative, Regulatory and Legal Issues for Clubs," 2015 National Club Conference, Washington, D.C., May 5, 2015 GrayRobinson, P.A. 1 36 I a City of Miami GrayRobinson SpeclaII26d Rea[ Estate OUtside Counsel . Apri113, 2019 I� G A Y.R. 0. B 1. N S 0 N-'. ATTORN.•EYS AT LAW j • "Highlights from the Club Litigation Book -Keeping Clubs Out of Court", Club Tax Network Annual Conference, January 5, 2015 • "Arbitration Theory and Practice," Department of Conflict Analysis and Resolution, Nova Southeastern University, June 5, 2014 • "Conflict Resolution for the Club Industry," Council of Country Club Presidents, Boca West Country Club, April 29, 2014 • "Leave the Punch Shots, Knock -Downs and Shanks on the Green: Conflict Management Systems in Golf and Country Clubs," American Arbitration Association webinar, February 27, 2014 • "The Club Manager's Ultimate Guide to Alternative Dispute Resolution," Club Managers Association of America World Conference, February 4, 2014 • "How to Become a Sports Arbitrator: Developing a Pathway to Opportunities Panel Discussion," National Bar Association's 88th Annual Convention and Exhibits, July 28, 2013 • "Structuring a Hotel Development Team Workshop," NABHOOD's 17th Annual International African American Hotel Ownership & Investment Summit & Trade Show, July 26, 2013 • "The Benefits of Alternative Dispute Resolution for the Golf Industry," Midwest Golf Course Owners Association Annual Conference, October 30, 2012 • "Dispute Resolution, Own it, Don't Delegate it," GCBAA Summer Meeting, August 17, 2012 • "Avoiding the Litigation Time Bomb: Successful Strategies for the Golf Industry," PGA Education Conference, January 26, 2012 • Golf 2011 — Show Me The Money," Golf Industry Show, Orlando, FL, February 9, 2011 • "Golf Clubs in China: Keys to Successful Relations with Members," Keynote Speaker, 2010 International Golf Forum, November 16-20, 2010 "Helping Local Private Club Facilities Thrive in Difficult Times," National Golf Foundation Consulting, September 2009 • "Hotel Development and Investment Opportunities Around the World," The Lodging Conference, September 2009 • "Destination Clubs and Private Residence Club Symposium," May 29, 2008 "Mixed -Use Resorts — Combining Typical Resorts with Destination and Private Residence Clubs," IMN's Destination Club & Private Residence Club Industry Symposium, May 2008 ■ "Distressed Condominiums — Solutions," American Conference Institute's National Forum on Distressed Condominium Projects Turnover and Workout Strategies, June 2007 • "Mandatory Memberships in Master Planned Communities," CLE International Golf and Resort Development Conference, March 2005 • "Practical Solutions for Real World Problems in Community Associations," CLE International Golf and Resort Development Conference, 2004 • "Memberships in Master Planned Communities," CLE International Golf and Resort Development Conference, April 2004 Media Mentions • "Private Club Tax Exemption vs, Private Club Status," The Private Club Advisor, June 2018 i "Clear & Present Value," GolfBusiness Magazine, June 2018 • "The Importance of Your Board Member's Education," BoardRoom Magazine, March/April 2018 GrayRobinson, P,A. 1 37 City of Miami. GRAY R `L/ R 1 .LV S , l.V GrayRobinsorl Specialized Real Estate OutsfCie Counsel AT T O R N& Y 5 At L A W l April 13, 2019 I I j "Updating Your Social Media Policies," The Private Club Advisor, December 2017 l m "Lessons from the Trump Case," The Private Club Advisor, March 2017 "Do Boards Make Legal Mistakes? If So, What Are They, and What Do They Do About It?" BoardRoom Magazine, February 2017 "Decision Expected Soon In Florida Golf Course Suit Involving Trump," NPR One, January 2017 1 "Refund Redemption Liability," The Private Club Advisor, October 2016 l "How Do Boards Avoid Mistakes and Find Solutions?" BoardRoom Magazine, August 2016 r w "Staying the Course: Accessorizing SWFL's Golf Landscape by a Demand for Luxury," Naples Herald, July 2016 a "Calling on a Superhero," Golf Business, July 2016 "Boca Raton Lawyer Helps Golf Resorts Through Tough Times," Sun Sentinel, March 11, 2016 I• "Discrimination and Lawsuits," The Private Club Advisor, January 2016 "Avoiding Legal Consequences in Fitness and Spa...," The Private Club Advisor, November 2015 "Private Clubs Membership Options," Golflnc, Magazine, September/October 2015 Issue "Need A Privacy Audit?" The Private Club Advisor August 2015 • - "The 2015 Florida Club Summit," FLCMAAty, August 17, 2015 "The Golf and Travel Show," April 24, 2015 GrayRobinson, P.A. 1 38 Stephen K. Tilbrook Shareholder stephen.t,ilbrook@a gray-robinson,com 401 Bast Las Olas Blvd. Suite 1000 Fort Lauderdale, Florida 33301 Phone: 954-761-8111 Fax: 954-761-8112 Direct: 954-713-7845 Experience Stephen Tilbrook is a shareholder in the Fort Lauderdale office and chair of the environmental and sustainability law practice group. Stephen focuses his practice on complex land use, development and environmental matters throughout the state of Florida. Stephen represents property owners, expanding businesses, developers, financial institutions and institutional clients, including hospitals, universities and real estate investment trusts. He focuses on addressing the land use and environmental challenges of urban redevelopment, including brownfields, developments of regional impact, barrier island redevelopment, downtown development, marina developments, special entertainment districts and mixed-use development. As a former economic development coordinator for the City of Fort Lauderdale, Stephen represents clients on all matters of entitlement and land development. With legal experience enhanced by his government service, Stephen uses an insider's perspective to counsel clients and to facilitate government agencies in resolving regulatory challenges and issuing development approvals and permits. He also practices government law and lobbying at the state and local levels, particularly on matters of business development, economic incentives for business growth/relocation and public procurement, As a former assistant general counsel with the Florida Department of Environmental Protection, Stephen is well -versed in the regulatory systems that protect the state's environment and he also advises clients on matters of sustainability and resilience. He represents clients on environmental due diligence, permitting, compliance, assessment and remediation. Notably, he helped achieve the first completed brownfields site in Broward County and has experience in addressing t -..i environmental permitting and cleanup for marinas, gas stations, dry cleaners, chemical manufacturers and golf courses. Areas of Practice Administrative & Regulatory Admiralty & Maritime Law ® Banking & Finance Construction GrayRobinson, P.A. 1 39 Environmental & Sustainability Law Government Land Use Law Petroleum a Real Estate . Religious Organizations Residential, Resort & Club Senior Housing Background Stephen is a native of Fort Lauderdale, and a graduate of Fort Lauderdale High School and Leadership Fort Lauderdale (Class IV), He has been practicing land use and environmental law for over 20 years, and he is actively involved as a leader in the South Florida business community. Stephen is a frequent lecturer on issues involving land use and environmental law, and he is also a former Adjunct Professor for Environmental Law at Florida Atlantic University. 17-:d u cat ion • Tulane University, B,A., political economy (1988) • Stetson University College of Law, J.D. (cum laude, 1994) Admissions . Florida - U.S, District Court, Northern District of Florida Lk professional Associations & Memberships The Florida Bar ( Environmental and Land Use Law Section f .! City, County and Local Government Law Section [11 Broward County Bar Association k s Greater Fort Lauderdale Chamber of Commerce, Board of Directors Government Affairs Committee h Chair, 2017-2018 Vice -Chair, 2016-2017 I ! Urban Land Institute Florida Atlantic University, Adjunct Professor of Environmental Law ( Nova Southeastern University Advisory Board for the College of Allopathic Medicine, Chair, 2017 Ambassador's Board Gray Robinson, P.A. 1 40 City of Warn! GrayRobinsori;Spedlalized Reap Estate Outside Counsel April 13;.2019 Awards & Recognitions AV PreeminentTM rated by Martindale -Hubbell G RAY R OB: 1, S (�N ATTORNEYS. AT LAW Civic - Current Mr. Tilbrook has served in many capacities of civic leadership. Mr. Tilbrook currently serves on the following boards: • Greater Fort Lauderdale Chamber of Commerce Chair -Elect Designate, Board of Directors Government Affairs Committee, Chair Washington Summit Executive Committee Executive Committee Downtown Council of Fort Lauderdale, Board of Trustees, Executive Committee • Friends of Birch State Park, Inc., Vice Chair • First Presbyterian Church of Fort Lauderdale, Session Member Civic e Bast Mr. Tilbrook has served in the past in the following civic leadership capacities: • Riverwalk Fort Lauderdale Trust, Past Chair • Downtown Council of Fort Lauderdale, Past Chair • Broward County Marine Advisory Committee • Leadership Fort Lauderdale, Class IV • Children's Diagnostic Treatment Center, Inc., Board Member • City of Fort Lauderdale Marine Advisory Board • City of Fort Lauderdale Beach Redevelopment Advisory Board • City of Fort Lauderdale Historic Preservation Board • First Presbyterian Church of Fort Lauderdale. Deacon, Trustee and Elder Presentations & Seminars • Moderator, Sea Level Rise and Sustainability for Fort Lauderdale/Boca Raton Chapter of CREW, 2019 • "Solid Waste Regulation and Reuse of Landfills in Florida," Florida Chamber's Environmental Permitting Summer School, 2017-2018 • "Environmental Issues in Changing Times," NSU's Shepard Broad College of Law's Environmental Law Symposium, April 20, 2018 • Moderator, Candidate Forums for the City of Fort Lauderdale Mayoral and Commission Elections, March 5, 2018 • Moderator, Candidate Forums for the City of Fort Lauderdale Mayoral and City Commission Elections, December 5 and December 7, 2017 • "Home Rule: The Struggle for Local Control in an Age of Super Preemption," Miami Waterkeeper's CLE, August 25, 2017 Gray Robinson, P.A. 1 41 "Florida Waste Regulation Update And A Look Ahead," Florida Chamber Foundation's 31st Annual Environmental Permitting Summer School, July 18-21, 2017 • "Status of Sea Level Rise in South Florida and the Possible Effects on the South Florida Real Estate Market," CREW Fort Lauderdale/Boca Raton's Rising Seas - Sea Levet Rise & South Florida Real Estate Panel, May 3, 2016 Articles & Publications W "Climate Agreement Withdrawal Sends a Message to South Florida," research assistance from summer associate Danielle Rapapport, DailyBusiness Review, July 2017 Joseph R. Saizverg ,associate/Government Consultant Miarni/`fal lahaassee joseph.salzverg@gray-rob!nson.com 301 .South 8ronough Street Suite 600 Tallahassee, Florida 32301 Phone. 850-577-9090 Fax, 850-577-3311 Experience Joseph is a Miarni native with several years of experience in Florida's political and public policy arenas, He has served as a campaign manager and political consultant to several members of the Miami -Dade Legislative Delegation dating back to the 2010 election cycle. He continues to enjoy very productive relationships with members of the delegation. Joseph currently lobbies Florida's Legislative and Executive branches of government on issues including appropriations, food manufacturing, growth management, health care, insurance, local government, regulated industries, and utilities, He also represents clients before local governments on procurement, land use, and general government matters. Joseph has successfully represented clients before Miarni-Dade. County and its various agencies, City of Miami, City of Miami Beach, Town of Bay Harbor Islands, Town of Medley, and the Town of Palm Beach, Notably, Joseph assists corporate and non-profit interests in market entrance strategies and community engagement initiatives throughout South Florida. During his representation, he has developed a market entrance and community network strategy for a Fortune 50 company that engages local government and non-profit partners. This strategy has become a national model for similar efforts. While in law school, Joseph served as a Legislative Analyst on the Regulatory Affairs Committee in the Florida House of Representatives. During this time, he was responsible for researching, analyzing, and drafting proposed legislation related to banking and insurance regulation, business and professions regulation, and energy and utilities regulation. Subsequently, he was a law clerk with the City of Miami, Office of the City Attorney, In that capacity, he handled zoning, land use, municipal legislation, and general government matters, GrayRobinson, P.A. 1 43 333 S,E, 2nd Avenue ((! Suite 3200 Miami, Florida 33131 Phone: 305-416-6880 f --i; Fax; 305-416-6887 301 .South 8ronough Street Suite 600 Tallahassee, Florida 32301 Phone. 850-577-9090 Fax, 850-577-3311 Experience Joseph is a Miarni native with several years of experience in Florida's political and public policy arenas, He has served as a campaign manager and political consultant to several members of the Miami -Dade Legislative Delegation dating back to the 2010 election cycle. He continues to enjoy very productive relationships with members of the delegation. Joseph currently lobbies Florida's Legislative and Executive branches of government on issues including appropriations, food manufacturing, growth management, health care, insurance, local government, regulated industries, and utilities, He also represents clients before local governments on procurement, land use, and general government matters. Joseph has successfully represented clients before Miarni-Dade. County and its various agencies, City of Miami, City of Miami Beach, Town of Bay Harbor Islands, Town of Medley, and the Town of Palm Beach, Notably, Joseph assists corporate and non-profit interests in market entrance strategies and community engagement initiatives throughout South Florida. During his representation, he has developed a market entrance and community network strategy for a Fortune 50 company that engages local government and non-profit partners. This strategy has become a national model for similar efforts. While in law school, Joseph served as a Legislative Analyst on the Regulatory Affairs Committee in the Florida House of Representatives. During this time, he was responsible for researching, analyzing, and drafting proposed legislation related to banking and insurance regulation, business and professions regulation, and energy and utilities regulation. Subsequently, he was a law clerk with the City of Miami, Office of the City Attorney, In that capacity, he handled zoning, land use, municipal legislation, and general government matters, GrayRobinson, P.A. 1 43 r city of Miami y Grayoblrisori Spoclallzed Real Estate Outside Counsel GRA R j a Apri113, 2019 AT'fOCtNEY5 AT LAW Areas of Practice • Administrative & Regulatory • Government • Government Affairs & Lobbying • Land Use Law Education ( University of Miami, B.A. political science and business administration (2010) l • Florida State University College of Law, J. D. (2015) College of Law Cuban American Bar Association U Founder, 2012 U President, 2012 - 2015 1 Jewish Law Student Association Founder, 2012 0 1 o Vice President, 2012 - 2015 Peer Advisor, Office of Student Affairs The Justice Raoul G. Cantero, III Diversity Enhancement Scholarship, Recipient i 1 ' Admissions Florida Professional Associations & Memberships The Florida Bar Governmental and Public Policy Advocacy Committee Cuban American Bar Association Languages • Proficient in Spanish Awards & Recognitions "Lobbying Industry's Rising Star," Influence Magazine, 2016 "30 Under 30 Rising Star," Florida Politics, 2014 Civic James Madison Institute, Leaders Fellowship, 2016-2017 GrayRobinson, P,A. 1 44 Cloy of Miami �y,T GrayRobinson.Speciali ed Real Estate Outside Counsel G.R. A Apr1113,.2079 ATTORNEYS AT'JAW Media Mentions "State Rep Provides Housing, Update," Keys News, May 9, 2018 . _ "Santa Fe College Looking to Expand Career Opportunities," WUFT TV/FM, February 14, 2018 "Longboat Key Gains Exemption from State Utilities Bit[," rourObserver.com, May 5, 2017 • "Florida House Keeps Chipping Away at 'Liquor Wall,"' Palm Beach Post, March 14, 2017 Presentations & Seminars "Look -Back at 2018 Legislative Session; Look -Ahead to 2019," Florida Section Air & Waste Management Association 54" Annual Conference & Expo, Jupiter, Florida, October 24, 2018 GrayRobinson, P.A. 1 45 I Tucker Thom Associate tucker.thorii@gi•ay-robinsort.com 301 Bast Pine Street Suite 1400 Orlando, Florida 32801 Phone: 407-843-8880 Fax: 407-244-5690 Direct: 407-24.4-5 627 Experience Tucker is an associate in GrayRobinson's Orlando office, He focuses his practice on corporate, tax, real estate, and health care matters. Prior to joining GrayRobinson, Tucker practiced at a Sirote & Permutt, P,C, in Birmingham, Alabama, and gained experience in tax and business planning, complex real estate transactions, tax controversies, charitable contributions, conservation easements, landlord/tenant law, partnership taw, corporate law, and mergers and acquisitions. Areas of Practice ® Corporate • Real Estate • Administrative & Regulatory • Exempt Organizations Health Care • Religious Organizations ■ Wealth Transfer . Cannabis Industry Environmental & Sustainabitity Law ,areas of Emphasis Administrative Actions by DBPR • Qualified Opportunity Zones • Charitable Contributions C,rayRobinson, P.A, 1 46 • Conservation Easements • Buy/Sell Agreements n Commercial Leasing • Tax Planning n Tax Compliance Tax Controversies a Taxation of Partnerships o Taxation of C -Corporations Taxation of S -Corporations Education Ftagter College, B.A. (2011) Dean's List Florida Coastal School of Law, J,D, (summa cum laude, 2015) 3" in Class Law Review Dean's Scholar Award ABOTA Professional Responsibility Scholarship Recipient University of Florida Levin College of Law, LL,M, (summa cum laude, 2016) Admissions Florida Alabama U,S. Tax Court Professional Associations & Memberships The Florida Bar Alabama State Bar Florida Real Estate Sates Associate Presentations & Sorninars "Tax Benefits of Investing in Opportunity zones," Madison Street Strategies Opportunity Zones Workshop, Tallahassee, j.....i FL, March 14, 2019 "Conservation Easements: Defending IRS Challenges, Overcoming Audits, Structuring Deed Language for Perpetuity," Strafford Webi na r, September 13, 2018 n "Employment Tax: Unlocking the Mystery," Birmingham Chapter American Payroll Association, June 15, 2017 t; GrayRobinson, P,A, 47 1,- City.of Miami. GrayRobinson Speolallzed Real .Estate Outside Counsel G R A. Y R. ® B T N S 0 N ApC1113,2019: A'rT0i1N) YS AT LAW Articles & Publications • "IRS Takes Uncharitable View Of Property Donation Deductions," Law360 Tax Authority, August 22, 2018 • "Top 6 IRS Attacks On Conservation Easement Deductions," Law360 Tax Authority, July 5, 2018 • "Tax Court Disallows Developer's $11,040,000 Charitable Deduction: Characterizes PUD Plan Approval Process as Quid Pro Quo Arrangement," Conservation Easement Blog, June 18, 2018 • "IRS Warns States and Taxpayers in New Notice Addressing Charitable Contributions that Produce Both Federal Tax Deductions and State Tax Credits," Tax Planning Blog, June 14, 2018 • "Tax Court holds that Donor Receipt of a Substantial Benefit Disallows a Charitable Deduction," June 13, 2018 • "Confusion Following the Death of the Conservation Easement 'Enhancement Regulation'," Conservation Easement Blog, April 11, 2018 • "Taxpayer Notice: IRS Interest Rates are Increasing on Refunds and Deficiencies," Tax Controversy Blog, March 13, 2018 • "House and Senate Agree on Terms of Tax Cuts and Jobs Act of 2017," December 18, 2017 • "Tax Court and Second Circuit Disagree on What Amounts to Timely Managerial Approval of Penalties: Chai v. Comm'r, 851 F.3d 190 (2nd Cir. 2017) versus.Graev v. Comm'r, 147 T.C. No, 16 (2016)." Tax Controversy Blog, November 13, 2017 • "The Tax Cuts and Jobs Act of 2017," Tax Planning Blog, November 2, 2017 • "Can RERI Holdings I, LLC Co -Exist with Existing Tax Court Precedent Regarding Conservation Easement Donations?" Conservation Easement Blog, October 24, 2017 • "Update on Hurricanes Irma, Harvey, and Maria Disaster Relief: The IRS has a Change of Heart Regarding the Filing Deadlines for IRS Form 8886." Tax Controversy Blog, October 2, 2017 • "Listed Transaction Update; Hurricane Disaster Relief Does NOT Extend the October 2, 2017 Deadline to File IRS Form 8886." Tax Controversy Blog, September 28, 2017 • "RERI Holdings I, LLC: The Tax Court Changes Course Regarding Substantial Compliance with IRS Form 8283." Conservation Easement Blog, August 31,2017 • "RERI Holdings I, LLC: What.the Basis?" Conservation Easement Blog, August 28, 2017 • "For Whom the Statute Tolls? The IRS." Conservation Easement Blog, June 5, 2017 • "Taxpayers Required to File Form 8886 for Listed or other Reportable Transactions:. the IRS demands its Form over substance," Conservation Easement Blog, May 25, 2017 • "Conservation Easement Listed Transactions," Conservation Easement Blog, April 28, 2017 • "Fluctuating Workweek Affects Overtime Pay and Retail Data Breach Not Insured," Conservation Easement Blog, November 3, 2016 Media Mentions • "Large Turnout to Learn About 'Opportunity Zones' in Tallahassee," Tallahassee Democrat, March 14, 2019 GrayRobinson, P,A. 1 48 } April 12, 2019 VIA EMAIL City Attorney of the City of Miami c/o Barnaby L. Min 444 SW 2nd Ave,, Suite 945 Miami, Florida 33130 bmin@miamigov.com Mark B. Arnold +1,713,22.0,3934 Phone markarnold@huntonak.corn 600 Travis, Suite 4200 Houston, Texas 77002 HUntonAK,com Re: Request for letters of interest for outside counsel to assist the City of Miami for the development and construction of a soccer stadium, commercial facilities, and retail complex Dear Mr. Min: Hunton Andrews Kurth is pleased to submit a letter of interest to serve as outside counsel to assist the City of Miami ("City") Office of the City Attorney ("City Attorney") in the negotiation and legal review of contract documents for the lease of the City owned property known as Melreese Country Club, for the development and construction of a soccer stadium, commercial facilities and retail complex ("Project"). As described in more detail in the attached materials, Hunton Andrews Kurth has significant experience with projects similar in nature to the Project. Our proposed team would be led by Mark Arnold in our Houston office, Mr. Arnold is a Chambers & Partners and Legal 500 ranked attorney In the area of real estate in Texas. Additionally, our team would include real estate partners Jonathan Kurry and Robert Rausch based in our firm's Miami office and Laurie Grasso in our firm's New York office, who all have strong real estate backgrounds and experience with large-scale real estate projects in Florida, as well as Doug Selby in Atlanta who has significant experience in the area of stadium financing. Currently Mr. Arnold is representing New York State Urban Development Corporation, d/b/a Empire State Development, in the development of a sports and entertainment destination in Belmont Park, which will include an 18,000 -seat arena for the New York Islanders National Hockey League franchise, as well as an adjacent"retail village," a hotel, commercial office space, community space and parking, Mr, Arnold also recently represented Clark County Stadium Authority, d/b/a the Las Vegas Stadium Authority, in the development of a $1.9 billion, 65,000 -seat domed stadium to serve as the future home of the Las Vegas Raiders, on all aspects of the financing, development, construction and leasing of the stadium, including negotiating and drafting all principal project documents between the Authority and the Raiders, as well as presenting all documents to the Authority's Board for approval. Mr. Arnold also participated in negotiating the agreements whereby the University of Las Vegas (UNLV) agreed to play its home football games in the stadium, Hunton Andrews Kurth has handled every major stadium project in the Houston and Atlanta areas, as well as several high-profile, large-scale real estate redevelopment projects in Florida. The entire proposed team has extensive experience with all aspects of real estate development, with particular expertise in stadium/arena, hotel/resort and retail development, financing and leasing, and major mixed-use real estate projects across the country. Our team's experience includes all aspects of real estate, development, construction, financing, licensing, leasing/sale, signage and franchising matters. Additionally, our experience working on several high- profile stadium/arena development projects have equipped us to handle any other legal issues that may arise, We would also like to provide you with references that can speak to working with our proposed team, as well as Hunton Andrews Kurth's qualifications and client interaction. Please feel free to contact any of the following individuals. Name Title/Company Email Phone Main Firm Contact Janis CEO, Harris County -Houston^ 1burke@hou5iQ0WQqUrg 713.308.5900 Mark Arnold Burke Sports Authority Jeremy Principal, Applied Analysis (Las Aguero Vegas Stadium Authority) a uero a iedan I i—gue��--IM�'com 702.967.3333 Mark Arnold, David Principal, ARIA Development Dov(dC�?ariadeveloomenterauo.com 212.400.0500 Jonathan Kurry; Arditi Group x301 Laurie Grasso Manu el ossel Gross Gkopf CE® Chateau Group mg@0ateaugroup.net - 954..663.2504 Jonathan Kurry VP of Finance, Vaster Capital, Imery LLC Eime a vasterca Ital.com 305.351.0936 Bob Bausch As the information included. i.n this proposal will detail, our proposed team is uniquely qualified to represent the City on this Project. Specifically, we (I) have large-scale real estate development experience and a team of more than 85 professionals Who focus on real estate and help clients negotiate the full spectrum of real estate development and finance transactions related to commercial, industrial, retail, hospitality and mixed-use properties; (ii) are one of the mast experienced stadium development law firms with more than 15 stadium leasing and development projects covering a variety of sports Including soccer, football, baseball, basketball, rugby and rodeo; (ill) have local, experien.ce/knowledge and longstanding ties to the Florida business community, and our individual lawyers are highly involved in numerous civic, community service and cultural organizations; (iv) have over 20 years of experience representing governmental entities in all aspects of stadium and real estate development, construction, and operations, with an eye towards protecting the public's interest and Mr. Arnold has served as General Counsel for the Harris County.7Houston Sports Authority since its inception in 1997; (v) understand that is it important. to the City to obtain the best economic transaction from its proposed lessee and we are committed to working and partnering with a real estate valuation firm of the City's choosing in order to help the City obtain the best deal; and (vi) have a proven ability to work within budget and schedule constraints we recognize the budgetary constraints that entities like the City face and are willing to explore alternative fee arrangements. The last two stadium and mixed-use projects we've worked on for governmental entities have included a fee cap. Flunton Andrews Kurth strives to.distinguish,ourselves from other law firms by providing the highest level of service in a timely, responsive and efficient manner. We understand that the measure of our success isnot only top quality legal service, but also client satisfaction. Our proposed team is prepared to devote the time and energy required to achieve those results. We are pleased to have the opportunity to submit: this proposal and look forward to an opportunity to meet with you. If you need any additional information, 4r if we can be of additional assistance, please do not hesitate to contact Mark Arnold at (713) 220-3938 or Jonathan Kurry at (305) 810-2491. Very truly yours, HUNTON ANDREWS KUATFI f Mark B. Arnold,. Partner FirmOverview..................................................................................................................................................2 Historyof Miami Office....................................................................................................................................4 StadiumExperience.........................................................................................................................................6 Real Estate, Development and Finance Experience.........................................................................................9 Dealingswith Cuba and Conflicts.....................................................................................................................17 FeeProposal....................................................................................................................................................18 Team................................................................................................................................................................19 Hunton Andrews Kurth LLP I 1 Y d � Hunton Andrews Kurth LLP is a law firm created by the 2018 merger of two preeminent firms, each more than a century old: Hunton & Williams and Andrews Kurth Kenyon. With 1,000 lawyers in the United States, Asia, Europe and the Middle East, the firm serves clients across a broad range of complex transactional, litigation and regulatory matters. Getting it done—that's where we come in. No matter what side of the deal you're on, we work with you to protect your interests and realize your objectives. From the simple to the complex, across the full spectrum of commercial, industrial, retail, multifamily and mixed-use properties, we counsel, negotiate, document and close. Whether you're acquiring, leasing or developing real estate; contemplating financing options for commercial real estate; buying distressed CRE debt; or in the market for a REIT or foreign investment, we've got the legal dexterity to handle it. That's why builders and bankers, hoteliers and hedge funds, owners and operators all seek us out. Our portfolio of accomplishments speaks for itself, a clear testament to our robust representation and dynamic understanding of issues at home and abroad. We know that nothing stands in isolation. Issues are always interwoven with markets, economic cycles and legislative developments. So we draw on in-house talent, key industry players and our regulator network to structure solutions that maximize results. Commitment to Our Clients Our mission is simple; To provide the highest quality legal services, together with practical legal and business counsel to allow our clients to assess risk and reward, and act accordingly. Because our clients pursue opportunities globally, we work seamlessly across jurisdictions to bring together exactly the right industry, legal and practice experience. Commitment to Our Communities While we focus on providing the highest quality legal services, we also take great pride in our commitment to community and client service. Diversity and inclusion are at the core of our values; because we believe that we are better—and serve our clients better—in diverse teams. At Hunton Andrews Kurth, we remain focused on giving back to the communities we serve, and intend to continue our extensive pro bono work. We are confident in the belief that the practice of law, first and foremost, is a service to society. • Large -Scale Real Estate Development Experience, Hunton Andrews Kurth has a team of more than 85 professionals who focus on real estate and help clients negotiate the full spectrum of real estate development and finance transactions related to commercial, industrial, retail, hospitality, multifamily and mixed-use properties. • Sports Stadium Development Experience. Hunton Andrews Kurth is one of the most experienced stadium development law firms with more than 15 stadium leasing and development projects covering a variety of sports including soccer, football, baseball, basketball, rugby and rodeo. • Local Experience/Knowledge. Hunton Andrews Kurth's Miami office was opened 20 years ago and has been located within the City of Miami during its entire existence. The firm has longstanding ties to the Florida business community, and our individual lawyers are highly involved in numerous civic, community service and cultural organizations. The Miami office also has an ongoing involvement in numerous South Florida pro bono and community service projects. For the 10th consecutive year, 100 percent of full-time US lawyers have participated In pro bono projects in their respective communities. 'r 1'NT ANDREWS Kiw RTH Hunton Andrews Kurth LLP 1 2 • Government Experience. Mark Arnold has been representing governmental entities in stadium and real estate development transactions for over 20 years. He has served as General Counsel for Harris County - Houston Sports Authority since its Inception in 1997, and has experience with all aspects of real estate and stadium development, construction, and operations, with an eye towards protecting the public's interest. • Obtaining the Best Deal. We understand that is it important to the City to obtain the best economic transaction from its proposed lessee. In that regard, we are committed to working and partnering with a real estate valuation firm of the City's choosing in order to achieve the City's goal of obtaining the best deal for the City. • Post -Stadium Opening Experience. Our firm has, ongoing experience working through lease interpretation issues, lease amendments and dispute resolution procedures to adjust principal documents to party expectations and to address facility improvements, accommodations for Super Bowl, Final Four and other major events and other unforeseen circumstances such as major debt restructurings. • Special Development and Construction Challenges. We have routinely handled a variety of challenges that emerge during sports venue projects: prevailing wage disputes, diversity and inclusion strategies, construction disputes, owner's representative support, etc. • Budget and Schedule Management. Our lawyers have a proven ability to work within budget and schedule constraints. We recognize the budgetary constraints that entities like the City of Miami face and are willing to explore alternative fee arrangements such as blended billing rates, fixed monthly costs and capped fees. As is further demonstrated in this proposal, Hunton Andrews Kurth has extensive experience providing outside counsel services to government entities, specifically related to real estate development projects, including stadiums and commercial and retail facilities and we are uniquely suited to represent the City on this Project. Hunton Andrews Kurth LLP 1 3 f In 1999, the firm established its Miami office to better serve our clients in Florida, the Caribbean, and Central and South America. Located in a key business, financial and cultural market, the Miami office is a vital component of the firm's Florida and international practices. The Miami office includes the firm's real estate, corporate, litigation, labor and employment, and international practice groups, as well as serving as the base for our Latin America and Iberian practice groups. Lawyers in the Miami office represent clients in a broad range of issues and advise clients on corporate matters and matters involving real estate, technology, commercial and civil litigation (including state and federal antitrust and unfair competition issues, RICO claims, securities claims, and class-action cases), and trademark and other intellectual property matters. Additionally, we have extensive experience representing governmental entities, including serving as bond counsel to Miami -Dade County since 2000. Hunton Andrews Kurth's real estate attorneys have handled sophisticated commercial real estate acquisitions, sales, leases, financings and other transactions for a wide range of local, out-of-state and cross-border clients. Our vast real estate experience in Florida has included hospitality, residential, retail, office space and mixed-use projects. For example, we represented Aria Development Group on a $76 million construction loan from Bank OZK for the development of a YotelPad hotel and condominium project in downtown Miami. This Included negotiating a hotel management and an operating agreement, as well as license agreements with Yotel, an international hotel brand, for the hotel and branded residences. The project is expected to open late 2021 and the mixed-use development will feature approximately 231 residential units and 222 hotel rooms. Related press coverage can be found in The Real Deal. Additionally, we represented (i) Zerby Interests, LLC with the $5.175 million sale of a 45% tenant in common interest in an international shipping terminal, located on the Miami River in the City of Miami, which is slated for a mixed-use redevelopment concept, with hotel, residential, retail and "creative" office uses; and (ii) Wharton Equity Partners, LLC in connection with its $20.25 million purchase of a property in Bay Harbor Islands, Florida, which will be developed as a multi -use project consisting of approximately 18,356 square feet of retail space, 159 residential units and 82,582 square feet of office space. Hunton Andrews Kurth LLP's Miami office has an experienced litigation and labor practice with lawyers practicing before federal and state courts throughout the state of Florida, the United States and in foreign jurisdictions globally. The team has diverse and extensive experience involving class actions, complex commercial litigation, securities, antitrust and intellectual property litigation, First Amendment issues, as well as in the full range of employment collective and individual claims. Our team has handled and tried cases throughout the State of Florida, in both state and federal courts. Our litigators include former law clerks who served on federal courts in Florida and elsewhere, as well as former prosecutors and others with government experience. The firm has longstanding ties to the Florida business community and our individual lawyers are highly involved in numerous civic, community service and cultural organizations. The Miami office also has an ongoing involvement in numerous South Florida pro bono and community service projects. The office, and the firm as a whole, is currently celebrating an important milestone in a longstanding record of pro bono service. For the 10th consecutive year, 100 percent of full-time US lawyers have participated in pro bono projects in their respective communities. In Miami, for example, our lawyers have won multiple asylum petitions on behalf of undocumented children and provided assistance to Coast Guard service members as part of a firmwide initiative. In times of need, our lawyers have risen to the challenge of helping fellow citizens. In 2017, after multiple hurricanes battered the State of Florida, lawyers in our Miami office led an unprecedented effort to help those affected by the storms in securing the insurance coverage that is, in many cases, the key to rebuilding their lives. HU!"N'TON ANDRIEWS KURTH Hunton Andrews Kurlh LLP 1 4 The Miami office is currently celebrating its 20th anniversary as part of the City's legal community. To commemorate this milestone, the firm has partnered with a local foundation focused on increasing diversity in the legal profession to donate a bust to the City's Historic Black Police Precinct Courthouse and Museum in honor of Judge John D. Johnson, a pioneer judge and civil rights activists who served as the City's second black municipal judge. HUN TON ANDREWS KU RTH Hunkou Andrews Kurth LLP 1 5 Hunton Andrews Kurth has vast experience representing municipalities, sports authorities, investors, businesses, universities and teams from inception and financing through development and construction of some of the most well-known and highly publicized stadium and sports venue projects for nationally known teams. We advise our clients on every legal aspect of development projects including due diligence review, structuring, procurement strategy, contractual negotiations and documentation and financing, Some of our firm's key governmental representations are included below. Additional details on these representations are also included in the Representative Stadium Experience section. • Empire State Development. We are currently representing the New York State Urban Development Corporation, d/b/a Empire State Development, in the development of a sports and entertainment destination in Belmont Park, including an 18,000 -seat arena for the NHL New York Islanders, as well as other entertainment events, dining, retail and entertainment uses with a "retail village' adjacent to the proposed arena, a hotel, commercial office space, community space and parking. • Las Vegas Stadium Authority. We recently represented the Clark County Stadium Authority, d/b/a the Las Vegas Stadium Authority, in the development of a $1.9 billion, 65,000 -seat domed stadium to serve as the future home of the Las Vegas Raiders. • Harris County -Houston Sports Authority. Hunton Andrews Kurth has served as sole General Outside Counsel to the Harris County -Houston Sports Authority since its inception in 1997. We've served as counsel on all major projects for the Authority, including all major stadiums in the Houston area (Toyota Center, Minute Maid Park, NRG Stadium and BBVA Compass Stadium). We also participated extensively in structuring and documenting the complex tax-exempt and taxable bond financings for these projects, advising the Authority on the issuance of bonds secured by hotel occupancy taxes, car rental taxes, rent payments, on-site sales tax rebate revenues, and parking and admissions taxes. • City of Atlanta, Georgia. Our firm has a longstanding relationship with the City of Atlanta and related government entities that dates back more than 25 years. We have represented and continue to represent them in all matters related to leasing and public finance, including assisting them with a multitude of stadiums, arenas and other entertainment venues. Our representation as Outside General Counsel has included providing bond counsel, disclosure counsel and general corporate advice including compliance with corporate formalities, ensuring day-to-day compliance with operating agreements for leased facilities and compliance with state sunshine laws. • Virginia Beach, Virginia. Hunton Andrews Kurth has advised the City of Virginia Beach since its creation in the early 1960s on a wide range of financing and development activities, including complex public-private arrangements to develop a hotel and convention center at the City's oceanfront and the City's central business district, and in 2016, advised the City on an 18,500 -seat sports arena developed in partnership with a private developer and an international sports marketing and management firrn. Additionally, we have extensive experience providing a full range of legal services in connection with the design, development, construction, financing, leasing and operation of stadiums and entertainment venues around the United States. We are well -versed in the primary issues that arise, including: • Lease, construction, development and operational contracts; • Taxable and tax-exempt financing structures; • Provisions barring relocation of the team (including liquidated damage and specific performance clauses); • Interplay of the lease and financing provisions (including the possible assignment of lease rights aE security); • Revenue splits, including the effects on the financing structure possibilities; HUNTON ANDREWS KURTH Hunton Andrews Kurth LLP 1 6 • Allocation of responsibility for maintenance and capital repairs and improvements; • The sale of naming, licensing and advertising rights to the facility and the approval rights of the team, if any, if this occurs after the initial negotiation. • Representing the New York State Urban Development Corporation, d/b/a Empire State Development, in the development of a sports and entertainment destination in Belmont Park, which will include an 18,000 -seat arena for the New York Islanders National Hockey League franchise, as well as other entertainment events, dining, retail and entertainment uses with a "retail village" adjacent to the proposed arena, a hotel, commercial office space, community space and parking. • Represented the Clark County Stadium Authority, d/b/a the Las Vegas Stadium Authority in the development of a $1.9 billion, 65,000 -seat domed stadium to serve as the future home of the Las Vegas Raiders. Our work encompassed all aspects of the financing, development, construction, and leasing of the stadium, including negotiating and drafting all principal project documents between the Authority and the Raiders, the lease, the development agreement, the non -relocation agreement, and the project documents. We also participated in the agreements whereby the University of Las Vegas (UNLV) agreed to play its home football games in the stadium. • Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of NRG Stadium (formerly Reliant Stadium), the home stadium for the NFL Houston Texans and RodeoHouston. Drafted and negotiated the principal project documents, including the construction contract, the leases and development agreements, the non -relocation agreement and related agreements with the Houston Texans and RodeoHouston. • Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of Minute Maid Park, the home stadium for the MLB Houston Astros in downtown Houston, Texas. Drafted and negotiated the principal project documents, including the architectural contract, the construction contract, the lease and development agreements, the non -relocation agreement and other related agreements. • Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of Toyota Center, the home facility for the NBA Houston Rockets. Drafted and negotiated the principal project documents, including the lease and development agreements, the non -relocation agreement and related agreements with the Houston Rockets. • Represented the Harris County -Houston Sports Authority in drafting and negotiating the lease and development agreement with Dynamo Stadium, LLC for the construction and operation of BBVA Compass Stadium, the new home stadium for the MLS Houston Dynamo. Also participated in the agreements whereby Texas Southern University agreed to play its home football games in the stadium. • Represented DeKalb County, Georgia in negotiating and documenting incentives for location of the major league soccer headquarters and training facility complex for the Atlanta United FC. • Represented the Houston SaberCats, one of seven new Major League Rugby franchises in the United States, in connection with the lease and development of a 3,500 -seat stadium and two adjacent practice fields. Negotiated the ground lease and reimbursement agreement with the City of Houston committing the City to fund $3.2 million in infrastructure costs and to lease the land for the facility to the SaberCats for 43 years. • Represented City of Portsmouth, Virginia in the development, financing and leasing of nTelos Wireless Pavilion. • Represented the City of Sugar Land in drafting and negotiating all documents necessary for the development, construction and leasing of' a minor league baseball stadium now known as Constellation Field. The stadium was constructed by the City of Sugar Land and leased to the owners of Hunton Andrews Kurth LLP 1 7 the Sugar Land Skeeters, a minor league baseball team associated with the Atlantic League of Professional Baseball Clubs. • Represented the City of Cedar Park in connection with the design, construction and operation of the Cedar Park Event Center, a special event center developed to house as its primary tenant, the Texas Stars, an AHL minor league ice hockey team affiliated with the Dallas Stars. • Represented the City of Edinburg in connection with the lease and development of a new $85 million, 8,000 -seat, first-class indoor arena to be developed to house as its primary tenant the Rio Grande Valley Vipers, a basketball team in the NBA Development League with an affiliation agreement with the NBA Houston Rockets. • Represented Invest Atlanta as special counsel, bond counsel and disclosure counsel in connection with documenting terms related to the development and financing of the new $1.6 billion, 71,000 -seat retractable roof Atlanta Falcons stadium, which replaced the Georgia Dome. • Assisted City of Atlanta and Fulton County Recreation Authority with the sale of Turner Field (former stadium for Centennial Olympic Games and Atlanta's professional baseball team), which is undergoing a $300 million transformation that includes a football stadium for Georgia State University. We had previously represented the City in their lease negotiations with the Atlanta Braves for Turner Field, including all subsequent lease amendments and compliance issues. • Represented the City of Atlanta and Fulton County Recreation Authority as bond counsel for the financing for renovations of Atlanta's Philips Arena for Atlanta Hawks in a two -staged financing of $300 million. We previously represented the City in connection with development, leasing and operations of the arena, which included acting as bond and issuer's counsel in negotiating and documenting a double-barreled (tax -backed and contract -backed) revenue bonds for the construction of the arena. • Represented the Harris County -Houston Sports Authority in a $700 million comprehensive debt restructuring that refinanced the debt issued by the Sports Authority to finance the development of Minute Maid Park, NRG Stadium and Toyota Center and resolved two lawsuits brought against the Sports Authority This refinancing required amendments to the leases with the NFL Houston Texans and the NBA Houston Rockets. • Represented Spotsylvania County in its negotiations with the Hagerstown (Maryland) Suns, the Class A affiliate of the MLB Washington Nationals, for a potential new 5,000 -seat minor league baseball stadium to which the team could be relocated. • Assisted the Richmond Flying Squirrels in their lease negotiations with the City of Richmond for The Diamond, the club's current ballpark, and are currently representing the club in their negotiation for the construction, development and leasing of a proposed new ballpark. • Represented the City of San Antonio in its preliminary negotiations with the NBA San Antonio Spurs prior to the development of AT&T Center by Bexar County, Texas. • Represented Dallas County in its preliminary negotiations with the NFL Dallas Cowboys for a new stadium to be located in Dallas County before the Cowboys selected a Tarrant County site in Arlington, Texas. • Represented the San Antonio, Texas Independent School District in its preliminary negotiations with the NBA San Antonio Spurs exploring a potential renovation of the school district's Alamo Stadium to house a professional soccer team. • Represented Frisco Stadium LLC, the owner of the MLS Dallas FC, in negotiating with the City of Frisco and the Frisco Community Development Corporation a lease extension and'public funding for $39 million in additional capital improvements at Toyota Stadium, a major league soccer stadium in Frisco, Texas. Additionally, represented an owner in connection with the construction of the Soccer Hall of Fame and integrating the same Into Toyota Stadium. HUNTON ANDREWS KURTH Hunton Andrews Kurth LLP 1 8 Lawyers That Clients Would Take "Into Any Deal Anywhere In the Country" -- Chambers USA Real estate law has been a core practice of Hunton Andrews Kurth since our founding more than a century ago. At that time, we handled regional land deals involving railroads and utilities, Today, we help clients negotiate the full spectrum of real estate development and finance transactions relating to commercial, industrial, retail, hospitality, multifamily and mixed-use properties. Just in the past year, our team of more than 85 dedicated real estate lawyers, strategically located in major markets across the country, including Miami, has led billions of dollars of real estate deals around the United States, partnering with our clients to make their business objectives a reality. We draw on the industry experience of our multidisciplinary group to represent clients in transactions involving acquisitions and dispositions; real estate finance and commercial lending; development and construction; commercial loan purchases and sales; troubled debt remedies and restructurings; M&A, REIT and securitization with real estate components; hospitality properties; and hospitals and'other health-care facilities. We advise buyers, sellers, developers, investors and real estate investment trusts, landlords and tenants. Our goal is to provide the most qualified, experienced team to assist our clients in executing the most complex, sophisticated deals in the United States. Our lawyers are among the most experienced practitioners in the country, and have been recognized by publications such as Chambers USA and Lega1500 as leaders in the field of real estate, real estate finance and construction law. We provide counsel in the following areas, among others; • Development and construction • Entitlements and other land use approvals and regulation • Acquisitions, dispositions and commercial leasing • Hospitality and leisure industry • Real estate finance and commercial lending transactions • Commercial loan purchases and sales • Natural resources development, production, management and distribution • Troubled debt remedies and restructurings • Real estate aspects of mergers and acquisitions • REITs, securitizations and other corporate transactions • Hospitals and other health care facilities • Foreign investments in U.S, real estate Highlights and Bench Strength • 85+ Lawyers resident in Miami, Atlanta, Dallas, Los Angeles, Houston, New York, Richmond and Washington, DC • Handled transactions valued over $38 billion in 2018 alone • Nationally ranked in The Legal 500 United States • 11 lawyers currently recognized for real estate in Chambers USA 2018 • Four members of the American College of Real Estate Lawyers • One member of the American College of Mortgage Attorneys Hunton Andrews Kurth LLP 1 9 Development Our real estate development group brings decades of experience obtaining approvals for some of the most complex and controversial real estate development projects in Florida and across the country, Ourteam has a proven track record of devising strategies, anticipating Issues, coordinating development teams, obtaining positive local government staff recommendations, and ensuring that issues are addressed to maximize the likelihood of success with planning commissions and local governing bodies. Construction In construction related matters, we handle all transactional aspects, are well versed in industry documentation and alternative delivery methods, and provide representation in mediations, arbitrations, litigation and ADR processes. Our lawyers are authorities in complex real estate transactions, project development and construction, land use, condemnation, rezoning, special and conditional use permits, wetlands remediation and other real estate issues. We have substantial experience in all aspects of construction and engineering Iaw..We represent general contractors, major design professionals and owners in virtually all types of construction matters in both the private and public sectors. Acquisitions and Dispositions We represent a broad range of purchasers, sellers and investors in major, complex and multi -jurisdictional transactions in all 50 states, most notably throughout Florida. Our team has in-depth knowledge of local and regional real estate markets with a broad understanding of the legal, regulatory and economic issues that affect virtually every transaction. We regularly advise clients in the public and private sectors with acquisitions, land purchases, construction, development, and dispositions, and understand the legal and local law requirements that apply to these transactions. Leasing Our leasing team works closely with lessors and lessees to draft agreements that describe each party's rights and obligations accurately and thoroughly. We understand each lease transaction is unique and plays a key role in helping the client achievestrategic objectives. Thus, we work to understand clients' businesses, and apply our knowledge of market and financial forces and our extensive negotiation skills, to create flexible, forward-looking leases and other transaction documents that meet clients' needs and protect their interests over the long term, We advise landlords and tenants on industrial, retail and office leases; natural resources leases; cell tower leases; subleases; leasehold mortgages; sale -leasebacks; and build -to -suit leases, as well as leasehold financings, Uji€.ti,i Represented Aria Development Group on a $76 million construction loan from Bank OZK for the development of a YotelPad hotel and condominium project in downtown Miami. Negotiated a hotel management and an operating agreement, as well as license agreements, with Yotel, an international hotel brand, for the hotel and branded residences. The project is expected to open late 2021 and the mixed-use development will feature approximately 231 residential units and 222 hotel rooms. Related press coverage can be found in The Real Deal. Represented Aria Development Group in a note acquisition and deed -in -lieu transaction at 321 Ocean Drive, Miami. We also handled the construction loan and the development of the high-end condominium project in South Beach, ® Represented Zerby Interests, LLC with the $5.175 million sale of a 45% tenant in common interest in an international shipping terminal, located on the Miami River in the City of Miami, which is slated for redevelopment. The redevelopment will be a mixed-use concept, with hotel, residential, retail and "creative" office uses. Huntan Andrews Kurth LLP 1 10 • Represented Chateau Development Group, LLC, as one of the partners in a joint venture, in a $212 million construction loan for the construction of a 52 -story luxury residential condominium tower directly on the beach in Sunny Isles, Florida (Sunny Isles lies between Miami and Fort Lauderdale). The condominium is managed by The Ritz-Carlton Hotel Co. • Served as general counsel to a national real estate development and management firm and family office owners of the historic Fontainebleau Miami Beach Hotel and other hospitality assets. • Represented a Developer in an acquisition and preliminary redevelopment activities in respect of existing golf course located in Miami -Dade County, Florida. • Represented Wharton Equity Partners, LLC in connection with its $20.25 million purchase of a property in Bay Harbor Islands, Florida, which will be developed as a multi -use project consisting of approximately 18,356 square feet of retail space, 159 residential units, and 82,582 square feet of office space. The representation also included negotiating a joint venture agreement on behalf of Wharton with a private equity firm, the first joint venture between the parties. • Represented Westmont Hospitality Group in its acquisition of the DoubleTree Suites by Hilton Tampa Bay, a 203 -all suite property in Tampa Bay on Rocky Point Island which includes a restaurant and lounge, poolside dining and a fitness center. Westmont formed a joint venture with a Square Mile Capital affiliate to acquire the property and will act as managing partner of the venture. As part of the transaction, Westmont also secured first mortgage and mezzanine financing from an affiliate of ACORE Capital for the acquisition of, and a contemplated 84 -room addition to, the property. • Represented client in the acquisition of a Marina Facility located on the Miami River, Florida and in the sale of partially completed commercial/residential condominium building located in Miami, Florida, • Represented Ownership of Turnberry Isle Country Club in Aventura, Florida in a rebranding and expansion of the asset, restructuring of the membership program and day to day operations. • Represented a client in the $52 million disposition of a luxury boutique hotel that included significant historic preservation issues. • Represented Coca-Cola Beverages Florida, LLC in the acquisition of a 4.4 -acre warehouse and surrounding property in Duval County, Florida. • Represented Arcis Equity Partners in the a $320 million acquisition of 46 golf courses in 15 states, including Florida, owned by a publicly traded REIT, creating the third largest golf course owner in the United States. Our work included an enormous amount of due diligence, (title, survey, ground leases, operating leases, management contracts, equipment and cart leases, liquor licenses, water agreements and membership liability) as well as conveyance issues. • Represented Westmont Hospitality Group in its $130 million acquisition of the Hyatt Regency Clearwater Beach Resort, • Represented ASRR 8955 LLC, an affiliate of Israel -based ASRR Capital LTD, in connection with a $90 million construction loan that will fund the development of ultra -luxury condos in Surfside, Florida. • Represented Torchlight Investors in connection with a $42 million mortgage loan refinancing secured by the Sheraton Bay Point Resort, a beachfront resort which includes a Nicklaus designed golf course, located in Panama City, Florida. Torchlight acquired the property by deed in lieu of foreclosure in 2016. • Represented a major insurance company with a preferred equity investment in the renovation of two well-known Walt Disney World hotels in Orlando, Florida, • Represented Chateau Development Group, LLC with the debt and equity restructuring of La Playa at Varadero, a mixed-use project with over one million of saleable square feet located in Sunny Isles Beach, Florida. HU IN T ANDREWS KUR H Hunton Andrews Kurth LLP 1 11 Convention Centers, Retail, Hotels and Performing Arts Facilities Experience • Represented FauikerUSA, L.P. and its affiliate, Hotel Investments, L.P., the private entities selected by the City of San Antonio, to construct, finance, own and operate a 1,000 -room convention center hotel adjacent to the Henry B. Gonzalez Convention Center. The hotel, known as The Grand Hyatt San Antonio, is located on land leased from the City pursuant to a long-term ground lease, with construction financed through the issuance of $200 million in bonds secured primarily by the net operating revenue of the hotel, together with certain City hotel occupancy taxes pledged as credit support. • Represented American Realty Capital Hospitality Trust, Inc. (now known as Hospitality Investors Trust, Inc. (HIT REIT)), in the $300 million acquisition portfolio of 13 hotels (1,913 rooms). Subsequently advised ARC Hospitality In the $450 million financing secured by a larger portfolio of 44 hotels being acquired in seven separate tranches from three different sellers. • Represented a subsidiary of Westmont Hospitality Group with the purchase of the 253 -room Hilton at Newark Penn Station in the Gateway Center Complex in Newark, New Jersey from an affiliate of Investcorp as part of the planned redevelopment and revitalization of the Gateway Center Complex. We also represented the client in the simultaneous sale to an affiliate of Taconic Capital Advisors of certain under-utilized retail and convention center space owned by the hotel, with a right to sell to that affiliate at a later date certain restaurant space at the hotel. • Represented Pebblebrook Hotel Trust in its $217.5 million sale of the Manhattan NYC and the $118 million million sale of the Dumont NYC. The transaction followed the October 2016 dissolution of Pebblebrook's partnership with Denihan Hospitality Group in the ownership of six Manhattan hotels. The October dissolution resulted in Pebblebrook owning 100 percent of the interests in two of the former partnership's six hotels: the Manhattan NYC and the Dumont NYC. • Represented the City of Houston in connection with Section 108 construction financing through HUD for the renovation of the historic Samuel L. Carter Building into a new 328 -room JW Marriott Hotel in downtown Houston. • Represented Mensch Grasmere LLC, a real estate holding company owned by the Mensch family, in its strategic joint venture with Soho House & Co. forthe development of a 250 acre destination hotel, spa and resort in Rhinebeck, New York. The joint venture contemplates a future LP equity raise and construction loan financing with estimated total development costs in excess of $150 million. A separate 270 -acre site owned by Mensch may also be developed by the venture into a residential development, Simultaneously with the closing of the joint venture, we closed on a settlement with Andre Balazs Properties in connection with a prior planned hotel development that had been in the works for years but ultimately fell through. • Represented Chatham Lodging Trust in a joint venture to acquire a 52 -hotel, 6,976 -room portfolio for approximately $1.1 billion, including the acquisition of four premier hotels in Massachusetts and Texas for approximately $106 million. • Represented Chatham Lodging Trust in the acquisition of a 51 -hotel, 6,848 -room portfolio from a joint venture in two separate transactions for a combined total purchase price of $1.3 billion. • Represented Chatham Lodging Trust in connection with the $55.7 million mortgage loan refinancing of three hotels located in Texas, Massachusetts and California. • Represented a leading private equity firm in the $590 million acquisition of 38 limited -service and extended -stay hotels (4,950 rooms) as well as the negotiation of mortgage and mezzanine financing. • Represented the IVILB Texas Rangers and their development partner, The Cordish Companies, in negotiating and structuring a transaction with the City of Arlington for a public-private partnership for the development of a world-class dining and entertainment district adjacent to Globe Life Park in Arlington, Texas. The approximately $200 million project includes plans to develop an upscale, full-service convention hotel with a minimum of 300 rooms and 35,000 square feet of conference space. Hunton Andrews Kurth LLP 1 12 • Represented Landry's Restaurants, Inc. in connection with the construction, development and financing of a $30 million convention center for the City of Galveston. In this regard, we drafted and negotiated the major development and financing documents, including the Development Agreement with the City of Galveston. The source of financing for this project was tax-exempt bonds secured by the City's hotel occupancy tax, • Represented the City of Sugar Land, Texas in drafting and negotiating all documents necessary for the development, construction and leasing of a new $85 million, 7,000 -seat, indoor live entertainment concert/performing arts facility in partnership with ACE Theatrical Group, LLC. • Represented a joint venture with San Diego Padres' ownerto construct and operate a 512 -room, 4 -star hotel adjacent to Petco Park in downtown San Diego (the top 11 floors of the 32 -floor building will be developed as luxury condominiums). • Represented Matthews Southwest in the development, including the design -build aspects, of the Omni Dallas Convention Center Hotel, which won an award for the best public-private partnership deal in 2012. • Represented a subsidiary of Host Hotels and Resorts in connection with the renewal of its long-term lease with the City of Houston for the flagship on -airport hotel at Intercontinental Airport Houston. As consideration for a 40 -year lease extension, Host agreed to a comprehensive renovation of the hotel costing in excess of $30 million. • Represented Pebblebrook Hotel Trust in its announced $5.2 billion merger with LaSalle Hotel Properties a deal that will more than double the number of hospitality properties in Pebblebrook's portfolio. • Represented Hersha Hospitality Trust in connection with the refinancing of seven Manhattan limited - service hotels owned by a joint venture between Hersha and Cindat Capital Management Ltd. The financing consisted of a floating-rate mortgage loan in the amount of $300 million and a floating-rate mezzanine loan in the amount of $85 million. The mortgage loan was securitized in a CMBS offering. We had previously represented Hersha Hospitality Trust on its sale of the seven hotels to the joint venture, in a transaction valued at $571.4 million. The transaction included senior and mezzanine financing in an aggregate amount of $335 million from Natlxis Real Estate Capital LLC and Oaktree Capital Management, L.P. • Represented Westmont Europe in the $24 million investment in Adnams portfolio of Hilton Hotels in Ul< with OakTree Capital. • Represented Westmont Hospitality Group in the refinancing of a portfolio of 86 Red Roof Inn hotels located in 25 states. Barclays Bank PLC and Morgan Stanley Bank, N.A originated a $400 million mortgage loan and Barclays Bank PLC and Morgan Stanley Mortgage Capital Holdings LLC originated a $50 million mezzanine loan. • Represented Westmont Hospitality Group in the $600 million purchase of 89 Red Roof Inns located in 23 states. • Represented Westmont Hospitality Group in its $278 million purchase of 22 hotels in seven Canadian provinces from Fortis Properties. • Formed Joint Venture to develop $140 million conference hotel complex for large national luxury hotel owner and operator. • Represented MetroNational Corp. in the negotiation of the hotel management agreement for the new Hotel ZAZA to be constructed in the Memorial City area. • Advised a hotel lender in connection with the $22 million financing of a repositioned Washington, DC, metro area hotel. • Represented a national lender in adopting uniform hotel -secured loan documents nationally. • Advised a national bank in connection with the $270 million mortgage and multilayered mezzanine financing of a resort hotel. HUNTON ANDREWS KURTH Hunton Andrews Kurth LLP 1 13 • Represented an institutional lender in connection with the aggregate $220 million senior and mezzanine financing of a San Francisco hotel. • Represented a national hospitality REIT in the $50 million financing for its acquisition of a hotel property in Seattle, Washington. • Represented a foreign family office in the investment of equity in two hotels in Brooklyn. Other relevant experience • Represented Arcis Equity Partners in the acquisition of three golf courses (and the related business operations) for a $19 million. The courses are located in Washington and Colorado. • Represented Arcis Equity Partners in connection with its $5.7 million acquisition of the private, 18 -hole championship golf club in Valencia, California. • Represented Landry's Restaurants, Inc. in connection with the acquisition of the Golden Nugget Hotel and Casino in Las Vegas and Laughlin, Nevada, the acquisition of the Trump Marina Hotel and Casino in Atlantic City, New Jersey, the acquisition of the Isle of Capri Hotel and Casino in Biloxi, Mississippi, and the acquisition of the Golden Nugget Lake Charles Casino and Resort. • Advised RBH Group as the sponsor on the formation and structuring of an Opportunity Zone investment platform, including negotiation and drafting of documents for co -GP relationship and LP investment documents. The platform is set up to invest in and develop projects in Opportunity Zones located in several states, with both institutional and family offices as the LP investors. • Represented Hudson Acquisitions and Poet Advisors in making a $46 million qualified opportunity zone equity investment with Hampshire Properties to acquire a development parcel located in Brooklyn, New York, in connection with a large scale $500 million office development. • Represented client in a complex transaction to a large research and development facility in Richmond. The work involved negotiations with the city and the commonwealth to obtain several city blocks, zoning and permitting, and development work. • Represented Cove Property Group in the acquisition and development of Hudson Commons at 441 Ninth Avenue in Manhattan for $330 million. • Represented RBH Group in its $20 million acquisition and planned redevelopment of 370 Asylum Street in Hartford, Connecticut. The project will transform and repurpose a long -vacant commercial building in downtown Hartford, Connecticut, into a vibrant and dynamic mixed-use space. The project, known as Teachers Corner Hartford, will be comprised of luxury market -rate and affordable residential units, pre - marketed to local education professionals, and will feature a suite of amenities including space for educational opportunities and cultural performances, as well as restaurant and retail components. • Represented a plastic and fiber supplier in -the purchase of 26.7 acres of land in Virginia and development of that property into a manufacturing plant and corporate headquarters. • Represented Rolls-Royce USA Holdings Co. in the acquisition of 1033.8 acres in Prince George County, Virginia from the industrial Development Authority of Prince George County, VA, and Prince George County, Virginia, for the development and construction of an aeronautical engineering/manufacturing/testing facility for Jet aircraft engines, and related industrial and research pa rk. • Represented a university in its acquisition, development, construction and leasing of the buildings comprising a biotechnology research park. The park houses a variety of tenants whose businesses involve biotechnology and life sciences research and our work included land acquisition, land use approvals and related permitting, negotiation of contracts, a master lease with the university, various space leases and construction and permanent loan documents. • Represented Dallas Area Rapid Transit Authority on construction matters, including light rail lines and parking lots. HTN ANDREWS KURT"H Hunton Andrews Kurth LLP 1 14 • Represented a packaging company in the multi -state site selection process for the development of its international headquarters in Virginia and its research and development facility in North Carolina. Project Involved negotiation of local and state government incentive packages in Virginia and North Carolina. Worked with client on a build -to -suit lease agreement with developer. The long-term lease development agreement comprised roughly 300,000 rentable square feet for the new international headquarters in Virginia. • Represented a food products company in the acquisition of 47.867 acres of land and development of that property into a 250,000 square foot food manufacturing and distribution facility. We subsequently assisted this client in the expansion of this location and development of a proposed new Center of Excellence, a state-of-the-art R&D facility designed to establish best practices in all aspects of food technology, from development to production to packaging and delivery. • Represented a university in the acquisition of land, obtaining requisite land use approvals, negotiating contracts for engineering, design, land clearance and construction, issuance of tax-exempt bonds to finance the acquisition, construction and equipping of the facility and long-term lease of the facility to the university for a new school of engineering. • Represented a subdivision of a public university in various matters including advising and assisting in the acquisition, development and construction of hospital bed towers and medical and commercial office buildings, creation of office condominiums, and the leasing of medical and commercial office space. • Represented a financial institution in the construction of expansions to its headquarters in Northern Virginia and the construction of a new office building in Plano, Texas. • Represented a specialty health care company in the relocation of its U.S. headquarters from Greensboro, North Carolina to Raleigh, North Carolina. Project involved negotiation of local and state incentive packages and a build -to -suit lease agreement. • Represented a prominent New York developer in its strategicjoint venture with another prominent New York developerto acquire an existing historic building in upper Manhattan from a non-profit organization. The project will be redeveloped and repurposed as a mixed-use development, including a high-rise residential tower. • Represented Savanna in the sale of 415 Eighth Avenue in Manhattan, a development site uniquely located across from Penn Station, the newly renovated Madison Square Garden, and the Farley Post Office/future Moynihan Station. • Advised NA Dulles Real Estate Investor LLC, owner of the Kincora project in Loudoun County, Virginia, in obtaining zoning approvals to facilitate financing and construction of $80 million in regional roads to serve 400 -acre mixed-use business community in Loudoun County, Virginia. The closing of a $36 million Virginia Transportation Infrastructure Bank loan, which will fund the extension of Pacific Boulevard to Russell Branch Parkway, is a critical regional transportation link in eastern Loudoun, • Represented a commercial real estate developer in a joint venture with a Saudi investor to purchase a development site in the Nolita neighborhood of Manhattan. The site, currently a parking garage, will be redeveloped as a luxury condominium. • Represented affiliates of RBH Group LLC in the redevelopment of 212 Rome Street, Newark, New Jersey, as an indoor aeroponic farm. The project, to be known as Makers Village, is a 69,000 -square -foot building in the Ironbound District of Newark that will be completely renovated and enlarged specifically for its new tenant, AeroFarms. • Represented Downtown Holdings in the $500 million redevelopment of 70 Pine Street, the former AIG building in Manhattan. • Represented World Wide Group on a $700 million mixed-use project on East 57th Street in Manhattan. World Wide Group has already constructed two new schools and a Whole Foods at the site, and a 59 - story residential tower is planned. HUNTON ANDREWS KURTH Hunton Andrews Kurth LLP 1 15 Represented Muss Development in the negotiation of a cooperation and a ground -lease agreement with Sullivan Resorts, LLC that gives Muss Development control of part of the former Grossinger's resort property in the Catskills region of New York. These agreements facilitate the development of a world- class destination resort casino and golf course in Muss Development's joint venture with Foxwoods Resort Casino. ® Represented a REIT in the acquisition of a ground lease hotel that was part of a public/private redevelopment project in White Plains, New York. ® Represented a national hospitality REIT in extending and adding collateral to a $225 million corporate credit facility. Hunton Andrews Kurth LLP 1 16 Business with Cuba .Hunton Andrews Kurth hereby certifies that it. does not engage in or conduct any business with or within Cuba in contravention to any state or Federal laws. Hunton Andrews Kurth does not maintain an office in Cuba, does not have any investments in Cuba, does not represent the Cuban government or any of its instrumentalities, does not represent any person on the Cuban blocked list maintained by the Office of Foreign Asset Control, and does not engage in business operations in Cuba as that term is used in Fla. State 287.135(1)(c). Hunton Andrews Kurth further specifically certifies that it is in compliance with all provisions of Federal law with respect to Cuba, Including the Helms -Burton Act and the Cuban Asset Control Regulations. Specifically, any legal services rendered are complaint with 31 C.F.R. 515.512 in that specifically they are limited to advice and counseling with respect to compliance with U.S, law. Hunton Andrews Kurth is also complaint with all Florida state laws with respect to Cuba, including specifically Fla. Stat. 287.135, as operable. Notwithstanding the current operability or enforceability of Section (2)(b)2 of Fla Stat. 287.135, see Governor Scott's letter dated May 1, 2012, Hunton Andrews Kurth can certify compliance with Fla. Stat. 287.135(2)(b)2. Statement of Conflicts Hunton Andrews Kurth has performed a conflict search for persons or entities who may be adverse, potentially adverse or otherwise interested parties in the matter covered by this proposed representation. We have discovered no conflicts and we know of no other interests, including our own, which will materially and adversely affect our ability to exercise independent professional judgment on The City of Miami's behalf. In order to have full transparency, Hunton Andrews Kurth has been representing the Utility Air Regulatory Group (UARG), certain members of UARG, and other entities or utilities (whether or not members of UARG) on matters as to which they are acting through or in coordination with UARG and other clients on matters related to either the Clean Air Act or the Clean Water Act ("environmental clients"), which specifically includes representation of some of these clients in a case styled West Virginia v. EPA, Case No. 15-1363 and several other consolidated cases pending in the District Court of the District of Colombia ("Clean Power" litigation). The City of Miami is a signatory along with over fifty other parties on an amicus brief filed in the Clean Power litigation, which is currently not active pending the Trump administration's reconsideration of the subject regulation. The representation of the City of Miami in the Stadium project would not disqualify the Firm from our role in the Clean Power litigation specifically or from continuing to represent UARG and other environmental clients in environmental matters in which the City of Miami may have differing views or interests, even if the City of Miami may join an amicus brief or otherwise seeks to participate in proceedings in which we represent UARG or other environmental clients. kUIN T ANDREWS lf,URTH Hunton Andrews Kurth LLP 1 17 } ti11i"U'l TOO i, Hunton Andrews Kurth strives to provide the highest quality legal work at a fair price. We do not believe that cut- rate or below-market fees are in the long-term best interest of either the City or the firm. Law firms that engage in such pricing tactics inevitably will be less diligent in carrying out their responsibilities to justify the cut-rate fees. We do understand, however, that legal fees are a sensitive matter and a legitimate concern of the City's, We try to provide to each of our clients a realistic assessment of the work that will be required and to provide fair estimates based on the client's needs, Hunton Andrews Kurth recognizes the budgetary constraints that entities like the City face. We regularly work with clients facing similar constraints and pride ourselves on our flexible approach to billing; Most importantly, we understand that one price does not fit all, and we are happy to work with the City to find the approach or approaches that best fit this particular engagement. We have previously developed and implemented an array of pricing alternatives designed to meet the needs of our clients, Each client's transaction -- whether routine or unique -- deserves an arrangement that makes the most sense for the client and the firm. In the past, we have implemented a combination of alternative or special billing arrangements with certain of our clients, including a discount from our standard billing rates; a commitment for a period not to raise the standard rates of lawyers who work on matters for that client; caps on particular services; "hard" estimates for transactional work that are adjusted if that transaction exceeds time or other expectations; "busted deal" discounts that may be recouped from future deals; discounted fees with success premiums; and other alternative billing arrangements. Per the City's Request for Interest, Hunton Andrews Kurth is willing to work with the City to establish agreed upon hourly rates with a fee cap for this Project. 1T1N ANDREWS KURTA Hunton Andrews Kurth LLP 1 18 Mark B. Arnold Partner marl<arnold@HuntonAl<.com Houston +1713 220 3938 SERVICES Mark is co -lead of the firm's P3 practice group and Industries practices in the area of public law and real estate. Hospitality His work includes all facets of commercial real estate and construction practice, Real Estate Investment and with an emphasis on the development, construction, leasing, and public and private Finance financing of public projects such as sports, recreation and entertainment facilities, Construction convention centers, hotels and educational facilities. He also advises clients in Practices structuring and implementing creative economic development techniques such as Public -Private Partnerships economic development grants, sales tax financings, tax increment financing and tax and Infrastructure abatements, Project Finance and Mark also has extensive experience in the leasing, acquisition, development, Development financing and rehabilitation of hotels, multifamily projects, restaurant sites and Public Finance shopping centers. Real Estate, Development and Finance Representative Experience Commercial Real Estate Representing New York State Urban Development Corporation, d/b/a Empire. Lending State Development, in the development of a sports and entertainment Construction destination in Belmont Park, which will include an 18,000 -seat arena for the Leasing New York Islanders National Hockey League franchise, as well as an adjacent "retail village," a hotel, commercial office space, community space and parking. EDUCATION Representing Clark County Stadium Authority, d/b/a the Las Vegas Stadium JD, Columbia Law School, Authority, in the development of a $1,9 billion, 65,000 -seat domed stadium to Harlan Fisl<Stone Scholar, serve as the future home of the Las Vegas Raiders on all aspects of the 1991 financing, development, construction and leasing of the stadium, AB, Economics, Cornell Represented Landry's Restaurants, Inc, in connection with the acquisition of the University, with distinction, Golden Nugget Hotel and Casino in Las Vegas and Laughlin, Nevada, the Phi Beta Kappa, 1988 acquisition of the Trump Marina Hotel and Casino in Atlantic City, New Jersey, -- -- -- - - - - the acquisition of the Isle of Capri Hotel and Casino in Biloxi, Mississippi, and the BAR ADMISSIONS acquisition of the Golden Nugget Lake Charles Casino and Resort. Texas • Represented the Harris County-Hauston Sports Authority in connection with the HUNTON ANDREWS'URTH Hunton Andre WS Kurth LLP 1 19 development and leasing of Minute Maid Park, NRG Stadium, Toyota Center and BBVA Compass Stadium, each in Houston, Texas • Represented the City of Sugar Land, Texas in connection with the development of a minor league baseball stadium and a 6,500 -seat performing arts center • Represented the developer in connection with the development of the Grand Hyatt Convention Center Hotel in San Antonio, Texas and the related Alteza Residential Condominiums Memberships • Houston Real Estate Lawyers' Council, Member • Houston Bar Association • Congregation Shma IColeinu, Member — Leadership Team • Congregation Emanu EI, Former Member — Board of Trustees and Former Chair, Membership Committee • The Emery/Weiner School, Member — Board of Trustees • Boy Scout Troop 1190 —Treasurer • Neartown Little League, Former Member — Board of Directors and Member - Advisory Committee Awards & Recognition • Who's Who in Law, Real Estate, Houston Business Journal (2015) • Profiled as one of "Texas' Top Rated Lawyers" by ALM in Real Estate (2012) • The Best Lawyers in America, Real Estate Law (2006-2019) • Profiled as one of the leading Real Estate (2008-2018) lawyers in Texas, Chambers & Partners USA: America's Leading Business Lawyers • Profiled as one of the leading Real Estate (2010-2012, 2014-2015, 2018) lawyers in the United States, The US Legal 500 • Recognized as a Texas Super Lawyer in Real Estate, Super Lawyers by Thomson Reuters (published in Texas Monthly) (2004-2018). A description of the selection methodology can be found on Super Lawyers' webpage. • Recognized as a Texas Rising Star, Super Lawyers by Thomson Reuters (published in Texas Monthly) (2004) Events • Speaker, Municipal Finance: SEC Update & The Roles of Legal Counsel in Municipal Finance Transactions, International Municipal Lawyers Association 83rd Annual Conference, October 18, 2018 • Speaker, Unique Legal Issues in P3 Developments of Houston Entertainment and Sports Venues, Houston Real Estate Lawyers' Council, August 14, 2018 • Speaker, Life afterthe World Series: Impacts on Houston and the Greater Community, University of Houston Law Center, 2017 • Panelist, Special Districts and Economic Development, 2013 Bond Buyer Conference, Austin, Texas, 2013 HU IN T 0 IN ANDREWS KUR H Hunton Andrews Kurth LLP 1 20 Jonathan Z. Kurry Partner jkurry@HuntonAl(.com Miami +1305 810 2491 _......_..,,..... . ........................... Jonathan has more than 25 years of experience sERVicEs assisting clients in the development, financing, leasing, Industries operation and sale of real estate, most notably in the Real Estate Investment and retail and hospitality industries. Finance Retail and Consumer Jonathan handles a wide range of real estate projects, including structuring Products complex joint ventures, public-private partnerships and community development Hospitality districts. His clients include local and national developers, real estate investment Practices trusts, institutional investors, such as pension fund advisors, as well as banks and other lenders. He partners with clients on projects across the United States, Real Estate, Development Caribbean and South America. and Finance Acquisitions and Jonathan also provides family offices and high net -worth clients with "outside Dispositions general counsel" services. These may include business, corporate, employment and Commercial Real Estate human resources issues, noncompetition and confidentiality issues regarding Lending current and former employees, contract, document and diligence review and Construction advice, problem solving, litigation prevention and negotiation, and the like. Finance and Restructuring Prior to joining the firm, Jonathan served as general counsel to a national real Land Use and Development estate development and management firm and family office. He is also a US Coast Guard -licensed captain. Leasing _.._...._....__..._...__........__..._..._....................._...._... Relevant Experience EDUCATION Represented a client in the acquisition and restructuring of a venture to develop -�� a 184 acre mixed-use waterfront project, involving modification of a municipal JD, The George ground lease, infrastructure financing and formation of a Community Washington University Law Development District. School, 1993 • Represented a client in the $1.2 billion financing and single asset securitization BA, Tulane University, 1990 of a regional shopping center. BSc, London School of Represented a client in the $52 million disposition of a luxury boutique hotel Economics and Political that included significant historic preservation issues, Science, 1989 Memberships BAR ADMISSIONS • Former Board Member, Bass Museum of Art Florida • Member, American Bar Association Member, Greater Miami Jewish Federation Member, International Council of Shopping Centers 171UNTON ANDREWS KURTH Hunton Andrews Kurth LLP 1 21 SERVICES Industries Real Estate Investment and Finance Practices Acquisitions and Dispositions Commercial Real Estate Lending Construction Hotel REITs Finance and Restructuring Land Use and Development Leasing Mortgage REITs Private Equity Private Investment Funds Real Estate Capital Markets Real Estate, Development and Finance EDUCATION JD, Brooklyn Law School, 1999 BS, University at Buffalo, 1995 BAR ADMISSIONS New Jersey New York Laurie A. Grass® Partner Igrasso@HuntonAK,com New York +1212 309 1060 Laurie, an accomplished deal maker, takes a client - focused approach to her real estate practice, often acting as inhouse counsel for her clients and becoming a trusted member of their businesses. Laurie has a long list of clients who have been with her since the beginning of her practice and appreciate her ability to adeptly and efficiently handle any type of real estate deal. Laurie represents real estate private equity funds, companies, institutional REITs, investors and other property owners in structuring and closing real estate transactions such as acquisitions and dispositions, developments, financings, portfolio transactions, preferred equity investments, leasing and real estate joint ventures. Her work touches all asset classes, including office, multifamily, mixed- use, hospitality, retail and condominium. She also maintains an active capital markets and fund practice, representing Investors in joint venture transactions and sophisticated fund and tax structures. Laurie is also well -versed in the opportunity Zone program and is currently helping several clients through the process of structuring and investing in qualified properties and vehicles. Laurie is involved in a number of non-profit and charitable organizations focusing on increasing diversity in real estate, She spearheads the firm's legal partnership with Project Destined, an organization dedicated to transforming minority youth into owners In the communities in which they live, work and play. She also serves as co-chair for Rebuilding New York's "She Builds" program, where she organizes an annual renovation day, rehabilitating a New York City community center in need. Laurie is a frequent speaker and is sought after by industry publications for her professional insights. While at her former firm, she distinguished herself by becoming one of the youngest partners In the firm's history at age 33. Most recently, Real Estate Forum selected Laurie for induction Into the "Women of Influence Hall of Fame," recognizing her longtime contributions to the commercial real estate industry. She is one of only four law firm partners nationally to ever be inducted into the Hall of Fame, and one of 25 women to ever be recognized. Hunton Andrews Kurth LLP 1 22 Relevant Experience • Represented Savanna in the $349 million, floating-rate loan to refinance 110 William Street. The 32 story, 928,1.81 -square -foot Class -A office tower is located In Manhattan's Financial District. • Represented Savanna in the $90 million acquisition of 48 West 25th Street in the Chelsea neighborhood of Manhattan. The 12 -story office building was built in 1920 and spans about 126,000 square feet. • Advised RBH Group as the sponsor on the formation and structuring of an Opportunity Zone investment platform, including negotiation and drafting of documents for co -GP relationship and LP investment documents. The platform is set up to invest in and develop projects in Opportunity Zones located in several states, with both institutional and family offices as the LP investors. • Represented Hudson Acquisitions and Poet Advisors in making a $46 million qualified opportunity zone equity investment with Hampshire Properties to acquire a development parcel located in Brooklyn, New York, in connection with a large scale $500 million office development. • Represented Savanna in the $640 million acquisition of 5 Bryant Park in Midtown Manhattan, The 682,988 -square -foot office and retail property is located directly across from Bryant Park on Sixth Avenue and features 100 feet of frontage facing the park. • Represented Cove Property Group in connection with the leasing of 100,638 rentable square feet as well as 312,000 rentable square feet of office space at Hudson Commons, a 28 -story creatively repositioned office tower located in Manhattan. These will serve as the anchor leases at the 700,000 square foot redevelopment project. • Represented Savanna in connection with the $1.20 million sale of an office building located at 95 Evergreen in Bushwick, Brooklyn. The sale was executed through the exercise of Savanna's option to purchase the building in its capacity as the tenant under a ground lease. The building includes 5 stories with 1.58,000 square feet of space. • Represented Savanna in its $126 million purchase of a 12 -story office building, with ground -floor retail, located in the NoMad neighborhood of Manhattan. Savanna plans to transform the property by undertaking strategic renovations and repositioning the ground -floor retail. • Represented Cove Property Group in the acquisition and development of 441 Ninth Avenue in Manhattan for $330 million. • Represented L+M and Savanna in the $31.5 million sale of Savoy Park Apartments to Fairstead Capital. • Represented World Wide Group in the $70 million acquisition and related financing of 42-15 Crescent Street, Long Island City, Queens, New York. During the contract period, the 1.24 -unit rental property near Queens Plaza South was under redevelopment by the seller, being converted from an office building. • Represented Pebblebrook Hotel Trust in its $1.18 million sale of the Dumont NYC, a 252 -room hotel, adjoined by a residential rental building with ground floor commercial space, located in the Murray Hill neighborhood of New York City. HUNTOIN ANDIREN S KUP"' H Hunton Andrews Kurth LLP 1 23 • Represented RBH Group in its $20M acquisition and planned redevelopment of 370 Asylum Street in Hartford, Connecticut. The project will transform and repurpose a long -vacant commercial building in downtown Hartford, Connecticut, into a vibrant and dynamic mixed-use space. The project, known as Teachers Corner Hartford, will be comprised of luxury market -rate and affordable residential units, pre -marketed to local education professionals, and will feature a suite of amenities including space for educational opportunities and cultural performances, as well as restaurant and retail components. • Represented Savanna in connection with securing $45 million in financing for the commercial building located at 1825 Park Avenue in the Harlem neighborhood of New York City. The office and retail building is 12 stories with 135,000 square feet of space and is located in Harlem's 125th Street corridor. • Represented World Wide Group in the acquisition of SkyHouse Raleigh, an ultra - luxury residential tower in Raleigh, North Carolina for $103 million, setting a new Triangle market record for multifamily properties. • Represented World Wide Group in the $103.5 million acquisition of 110 Green Street, Brooklyn, New York, a 130 -unit rental property located in the Greenpoint neighborhood of Brooklyn. The transaction represents the first residential sale in excess of $100 million in the neighborhood. The firm also represented World Wide Group on the $50 million acquisition loan for this project. • Represented World Wide Group in the $165 million permanent refinancing of QLIC, a 421 -unit residential rental property in Long Island City, with a CMBS loan from Natixis Real Estate Capital. • Represented Vanbarton Group in the $133 million acquisition of Riverdale Crossing, a 159,037 -square -foot shopping center in the Bronx. • Represented Chatham Lodging Trust in a joint venture to acquire a 52 -hotel, 6,976 -room portfolio for approximately $1,1 billion, including the acquisition of four premier hotels in Massachusetts and Texas for approximately $106 million. • Represented Savanna in the sale of a Class A office building located at 100 Wall Street in Lower Manhattan to Cornerstone Real Estate Advisors for $275 million. Savanna was able to make significant capital improvements to the 29 -story building since it acquired the property in 2011. • Represented Vanbarton Group, LLC in the $76 million acquisition and financing of 33 Caton Place in Windsor Terrace, Brooklyn. The property, an eight -story luxury rental building known as The Kestrel, is just steps from Prospect Park. • Represented Downtown Holdings in the $500 million redevelopment of 70 Pine Street, the former AIG building. • Represented Chatham Lodging Trust in the acquisition of a 51 -hotel, 6,848 - room portfolio from a joint venture in two separate transactions for a combined total purchase price of $1.3 billion. • Represented Savanna in the acquisition and financing of 95 Evergreen Avenue, a 170,000 -square -foot warehouse building in Bushwick, Brooklyn that was originally constructed as the historic Schlitz Brewery and is currently being redeveloped for retail and office use. • Represented a prominent New York investor in making a preferred equity investment with a New York developer to acquire multifamily assets in the New York metropolitan area. The investment is structured as a programmatic joint Hunton Andrews Kurth LLP 1 24 venture that allows the developer to aggregate a portfolio of assets for sale to an institutional investor. • Represented a prominent New York developer in its strategic joint venture with another prominent New York developer to acquire an existing historic building in upper Manhattan from a non-profit organization, The project will be redeveloped and repurposed as a mixed-use development, including a high-rise residential tower, • Represented Aria Development Group in making a preferred equity investment with The Bernstein Companies to acquire a vacant office building located in Hyattsville, Maryland to be converted to multifamily apartments. • Represented Savanna in the $86 million acquisition of 461 West 14th Street, a 25,000 -square -foot corner retail property located underneath the High Line in Manhattan. • Represented Chatham Lodging Trust in connection with the $55.7 million mortgage loan refinancing of three hotels located in Texas, Massachusetts and California. • Represented the World Wide Group on a $700 -million, mixed-use project on East 57th Street in Manhattan, Also, handled the $450 million construction loan facility from Starwood to finance a 59 -story residential tower. • Represented Savanna, in a joint venture with KBS Capital Advisors, in the acquisition of 110 William Street. The 32 -story office tower, sold for $261 million, is located in Manhattan's Financial District. • Represented Aria Development Group in a note acquisition and deed -in -lieu transaction at 321 Ocean Drive, Miami. Also, handled the construction loan and the development of the high-end condominium project in South Beach. • Represented Savanna in the sale of 415 Eighth Avenue in Manhattan, a development site uniquely located across from Penn Station, the newly renovated Madison Square Garden, and the Farley Post Office/future Moynihan Station, • Represented a commercial real estate developer in a joint venture with a Saudi investor to purchase a development site in the Nolita neighborhood of Manhattan. The site, currently a parking garage, will be redeveloped as a luxury condominium, • Represented affiliates of RBH Group LLC in the redevelopment of 212 Rome Street, Newark, New Jersey, as an indoor aeroponic farm. The project, to be known as Makers Village, is a 69,000 -square -foot building in the Ironbound District of Newark that will be completely renovated and enlarged specifically for its new tenant, AeroFarms, • Represented Savanna in the acquisition of a 20,676 -square -foot retail condominium at 1107 Broadway/10 Madison Square West. The retail space, part of a 16 -story building with 125 luxury residential condominiums, includes approximately 12,000 -square -feet of prime corner ground floor space and 4,800 -square -feet of basement selling space. • Represented a foreign family office in the investment of equity into two hotels in Brooklyn. • Representation of an all -girls private school, in connection with obtaining a bridge loan and its purchase of 115 East 97th Street in New York, where it will 'HN TO I ANDREWS KUR.TH Hunton Andrews Kurth LLP 1 25 later construct a school. This representation also includes a bond financing. • Represented a commercial real estate developer, as a co-sponsor and investor, with the acquisition of a site in the Boerum Hill section of Brooklyn. The sale marked the highest price per -buildable -square -foot ever paid for a development site of this size in Brooklyn. • Represented Aria Development Group in the acquisition of a development site in downtown Miami. Assisted them with the hotel management agreement and operating agreement, with a foreign investor for the development of a hotel and residential complex. • Represented RBH Group in connection with the $150 million Teachers Village project, a mixed-use development that Mayor Cory Booker says will "transform downtown Newark." . • Represented a large holdings company in a complex leasehold financing. • Represented a real estate development group in various joint ventures forthe acquisition of underdeveloped sites in Miami, Florida for redevelopment into residential condominiums. • Represented a national hospitality REIT in a $50 million financing for the acquisition of a hotel property in Seattle, Washington. • Represented a national hospitality REIT in extending and adding collateral to a $225 million corporate credit facility. • Represented a real estate development group in a joint venture for the $550 million development of a mixed-use building on the Upper East Side of Manhattan, on land that is ground leased from the NYC Educational Construction Fund. • Represented Savanna Partners in the sale of a 26 -story office building located at 2 Rector Street in Lower Manhattan for $140 million. Memberships • Co-founder, Real Women of Real Estate Awards & Recognition • Named among Women of Influence Hall of Fame, Real Estate Forum, 2017 • Named among Women of Influence, Real Estate Forum, 2016 • Named a NYC Power Woman in Real Estate, Bisnow, 2016 and 2018 • Named among Women in Real Estate, New York Real Estate Journal, 2016 • Recognized as a Leader in Real Estate, New York, Chambers USA, 2016 • Named among Top 15 Women in Real Estate, Sokol Media, 2015 • Selected as a Top 50 Female Attorney for Real Estate Law, New York Super Lawyers magazine, 2015 -- 2016. A description of the selection methodology can be found on Super Lawyers' webpage, • Selected as a Super Lawyer for Real Estate Law, New York Super Lawyers magazine, 2014 — 2015. A description of the selection methodology can be found on Super Lawyers' webpage. • Selected as a Rising Star for Real Estate Law, New York Super Lawyers magazine, 2012 — 2013. A description of the selection methodology can be found on Super HUNTON ANDREWS KimtRTH Hunton Andrews Kurth LLP 1 26 HUNTON ANWIEWS KU TH Lawyers' weboage. • Three -time recipient of Most Ingenious Deal of the Year award, REBNY Named among Women of Influence, Real Estate New York, 2008, 2009, 2011 • Named among Women of Influence, Real Estate Forum, 2011 • Listed for Real Estate, Legal 500 United States, 2008, 2012, 2016 • Named among 35 under 35, Real Estate Forum, 2007 Events • Moderator, Opportunity Zones: Tales from the Trenches - Hunton Andrews Kurth LLP, New York, March 1, 2019 • Panelist, Opportunity Zones in New_York City, Marcus & Millichap Event Series, December 4, 2018 • Panelist, Mezzanine Debt vs. Preferred Equity: What's Right for You, February 15, 2017 • Panelist, Institutional Investor Forum, Real Estate Finance and Investment, February 7, 2018 • Panelist, The Property Business: Adapting to an On Demand Service Economy, Yeshiva University Real Estate Executive Circle, January 29, 2018 • Planning Committee Lead, She Builds 2017, A Community Service Event Refurbishing Two Brooklyn Women and Children's Shelters, September 2017 • Panelist, Real Estate Finance & Investment Breakfast Briefing: Apartments in the City of the Future, December 14, 2016 • Chair, Hunton in the Hamptons Real Estate Client Reception, July 2016 • Chair, Historic Tax Credit Roundtable, July 24, 2013 • Panelist, Post -Storm, Post -Election, Pre -2013: What's our Status and What is Coming, Young Mortgage Bankers Association Fall Luncheon & Panel Discussion, November 29, 2012 Publications • Author, Preferred Equity: the Preferred, Negotiable Financing, Commercial Observer, February 2017 • Building Relationships: New York Real Estate Highlights, Fall 2016, November 9, 2016 • Building Relationships: New York Real Estate Highlights, Fall 2015, November 3, 2015 Hunton Andrews Kurth LLP 1 27 I ®bert S. Rausch Partner brausch@HuntonAl<.com Miami +1305 810 2543 ' ANMEWS KURTH Publications • Co-author, Looking ahead: EB5 program reform, Real Estate Weekly, February 3, 2016 Hunton Andrews Kurth LLP 1 28 Bob's practice focuses on real estate acquisition, SERVICES m................................................._...,......._..........,................. development, finance and leasing. Practices Acquisitions and Based In the firm's office in Miami, Bob has worked on a full range of real qstate Dispositions transactions in Florida and other states around the country. A former member of the US Coast Guard, Bob also serves as an adjunct professor in the University of Real Estate, Development Miami Law School LLM Program for Advanced Real Estate Development. and Finance Finance and Restructuring Relevant Experience Leasing • Represented privately owned and publicly held investors in single -property and multi -property, multi -state acquisitions and dispositions In Florida and ....,_ ................... ............,,,,................. Southeast United States. EDUCATION • Represented institutional and other US and offshore investors in acquisitions of JD, William & Mary Law non-performing loan portfolios and REO. School, Business and • Represented lenders, loan participants and other parties in loan workouts and Managing Editor, William & foreclosures and REO dispositions. Mary Law Review, 1981 Represented landlords and tenants In major leasing transactions. BA, English, University of Virginia, with distinction, • Represented US and offshore lenders in construction and permanent loans in 1974 Florida, the Caribbean and Latin America, and represented developers in real estate acquisitions and development projects in the United States and Latin America, BAR ADMISSIONS Awards & Recognition Florida • Selected as a Best Lawyer for Real Estate Law, Florida, The Best Lawyers In America, 2017-2019 • Listed for Banking and Finance, Legal 500 Latin America 2017 ' ANMEWS KURTH Publications • Co-author, Looking ahead: EB5 program reform, Real Estate Weekly, February 3, 2016 Hunton Andrews Kurth LLP 1 28 Douglass P. Selby Partner dselby@HuntonAl<,com Atlanta +1404 888 4207 SERVICES Doug's practice focuses on public finance including - --- .. - - serving as bond and disclosure counsel to issuers and Industries underwriters' counsel to investment banks for Financial Services governmental and private activity bonds and corporate Real Estate Investment and Finance representation of governmental authorities as outside Practices general counsel. Capital Markets and Doug's experience includes advising, negotiating and documenting tax-exempt Securities bond transactions for airports, stadiums, water & sewer systems, other Public Finance governmental facilities and infrastructure, public-private partnerships (133s) Colleges and Universities through TIF/TAD, PILOT and Property Assessed Clean Energy (PACE) district -backed financings and providing general corporate advice to governmental authorities. Doug also provides training to governmental finance and legal personnel on "Post - EDUCATION 1.11.11 ............... ..... ..... .............. ........ .................... ....... Issuance Tax Compliance" and compliance with "Continuing Disclosure" rules set . JD, University of Chicago out by MSRB Rule 15c-2-12. Law School, 1995 Doug also serves as Hiring Partner of the Atlanta office, MBA, Harvard University, Relevant Experience 1990 BBA, Howard University, Represented large municipal development authority as special counsel, bond cum laude, 1986 counsel and disclosure counsel in connection with documenting terms related to the development and financing of a new NFL stadium, • Represented large county government in negotiating and documenting BAR ADMISSIONS Incentives for location of a major league soccer (MLS) headquarters and training Georgia facility complex, [' 1111 ANDREWSKURT • Represented a multijurlsdictional recreation authority as bond and issuer's counsel in negotiating and documenting a double-barreled (tax -backed and contract -backed) revenue bonds for the construction of a NBA arena, • Represented large municipality in a P3 financing of a Convention Center Hotel secured by Tax -Exempt PILOT payments (payments -in -lieu -of -taxes), • Represent large municipal airport in financing a new International terminal with GARBS and PFC Bonds; in addition to assisting in the establishment of a commercial paper program and negotiation of bank credit facility. Idunton Andrews Kurth LLP 1 29 • Represented large municipal issuer as bond counsel for Georgia's first two issues of tax increment finance district bonds (TIFs) (referred to as TAD Bonds in Georgia) and served as bond counsel for TIF transaction which was designated as the Council of Development Finance Agencies (CDFA) 2009 Best Bond Deal of the Year in the Nation. • Structured and documented Georgia's first Property Assessed Clean Energy (P.A.C.E.) district for the central business district of a large municipality. • Represented Wall Street and regional investment banks in conducting their due diligence review and in the preparation of offering documents for the sale of transit authority, public healthcare system and water and wastewater revenue bonds for multiple Georgia issuers totaling more than $3 billion. • Represented large municipality, county and school districts as bond counsel in the competitive and negotiated sale of general obligation referendum bonds. • Currently represents a multijurisdictional recreation authority as outside general counsel providing general corporate advice including compliance with corporate formalities, ensuring day-to-day compliance with operating agreements for leased facilities and compliance with state sunshine laws. • Currently represents a 2,5 million-member international religious denomination (the AME Church) as its general counsel, providing guidance to international council of bishops and various church tribunals on the interpretation of ecclesiastical canon laws of the denomination and national coordination legal defense in civil controversies. Memberships • Vice Chairman Board of Directors, Carrie Steele Pitts Home (group home for children), 2008 -Present • Director, Herndon Foundation (owns and operates historic museum home), 2004-2012 • Member, Gate City Bar Association, 1996 -Present • Member, National Association of Bond Lawyers (NABL), Bond Attorney's Workshop (BAW) Steering Committee (Underwriter's Counsel Panel Chair), 2007-2009 • Chair, City of Atlanta Board of Ethics, 1999-2001, Member, 1996-1998 • Graduate, Leadership of Atlanta, 2002 • Graduate, Georgia Regional Leadership Institute, Class of 1999 • Fellow, American College of Bond Counsel Awards & Recognition • Named among top 5.0% of Georgia attorneys and a Bond and Government Finance Super Lawyer as published in Atlanta Magazine, 2007-2012 • Named in "Legal Elite" listing of Top Georgia Public Finance/Bond Lawyers in Georgia Trend magazine, 2012-2013 • "Rising Star" and among top 2.5% of Georgia attorneys age 40 or younger, Atlanta Magazine, 2005 TON ANDREWS KURT I Hunton Andrews Kurth LLP 1 30 Events ` • Moderator,, "Adaptive Reuse — Innovative Redevelopment Financing Options," International Economic Development Council Annual Meeting, 2018 • Speaker, "Negotiating Best Incentive Packages for Korean Companies," International Association of Korean Lawyers Conference, 2018 • Speaker, "Creative Stadium Financing Strategies," CDFA National Development Finance Summit, 2017 • Speaker, Institute for City and County Attorneys, ICLE, "Bond Validation Challenges in the Atlanta Falcons and Braves Stadium Financings", 2015 • Speaker, Council for Development Finance Agencies (Georgia), "Tools for Financing Brownfields", 2015 • Speaker, Economic Development Law in Georgia, Institute of Continuing Legal Education, 2010 and 2012 • Faculty, National Association of Bond Lawyers, Fundamentals of Municipal Finance Workshop, 2011 and 2012 • Speaker, The New Normal— Lessons from the Economic Downturn and Municipal Market Volatility, South Metro Economic Development Conference, 2011 • Moderator and Chair, Underwriter's Counsel Panel, National Association of Bond Lawyers Bond Attorney's Workshop, 2009 • Moderator, Association of County Commissioners of Georgia (ACCG), Current Trends in Economic Development, 2008 Hunton Andrews Kurth LLP 1 31 April 12, 2019 sa KIM VAUGHAN L.ERNER THE POWER Of PERSPECTIVE VIA ELECTRONIC MAIL Barnaby L. Min, Esq. Deputy City Attorney City of Miami 444 SW 2 Avenue, Suite 945 Miami, FL 33130 Email: bminpmiamigov.com /CIM VAucHAN LERNER LLP ONE FINANCIAL PLAZA • SUITE 2001 FORT LAUDERDALE, FLORIDA 33394 PHONE 954,52Z 17 75 • FAX 954.527.1116 WWW.KVLLAW.COM Cindy Kim Real Estate Attorney c1ndyk1m@kvI1aw.com RE: REQUEST FOR LETTERS OF INTEREST FOR OUTSIDE COUNSEL TO ASSIST THE CITY OF MIAMI OFFICE OF THE CITY ATTORNEY IN THE NEGOTIATION AND LEGAL REVIEW OF CONTRACT DOCUMENTS FOR THE LEASE OF THE CITY OWNED PROPERTY KNOWN AS MELREESE COUNTRY CLUB, FOR THE DEVELOPMENT AND CONSTRUCTION OF A SOCCER STADIUM, COMMERCIAL FACILITIES, AND RETAIL COMPLEX Dear Mr. Min: On behalf of Kim Vaughan Lerner LLP ("KVL"), I am pleased to submit our Letter of Interest in response to the above -referenced request posted by your office. I am excited about the prospect of assisting the City of Miami's Office of the City Attorney in the negotiation and review of documents for the lease of the City - owned property known as Melreese Country Club for the development and construction of a soccer stadium, commercial facilities and retail complex (the "Transaction"). I would be the attorney assigned to this Transaction, and my biography is attached hereto. April i2, 2oig Page 2 Real Estate Experience I have 18 years of experience in all aspects of residential and complex commercial real estate transactions, including but not limited to the acquisition, disposition, leasing and capitalization of real property. I have handled a wide variety of real estate projects, including industrial warehouses, shopping plazas, gas stations, restaurants, hotels, farmland, multiunit dwellings, commercial and residential condominium units, co-operative apartments, townhouses, vacant land, and single-family residences. My extensive experience includes representing a major developer in simultaneous closings for several large pre -construction condominium buildings in downtown Miami. I have been the closing and title agent on over 1,000 units in two towers of one of the largest condominium projects in Miami. I have represented a major international corporation and Fortune Global 500 guarantor in the purchase and issuance of title of 18 acres of vacant land in the amount of $18,400,0oo.00, and later represented the same clients in a construction loan in the amount of $25,000,000.00 to build a 400,000 square foot office and industrial warehouse. I have reviewed and negotiated numerous leases for an array of commercial spaces. Since 2013, I have been the attorney for a _Chinese Bank headquartered in New York with branch offices in Doral, North Miami Beach, Sunrise, and Orlando, Florida. I handle the commercial loans originating from the four Florida branches, conduct and review all due diligence documents, and draft all loan documents. Each loan is multi -layered with several properties, borrowers, mortgagors and guarantors. Title Agent I have been a, member of Attorneys' Title Fund Services, LLC since 2001. I have issued an aggregate of title insurance in excess of eight figures. Fees RVL retains all the advantages' of a larger law firm practice with the efficiency and adaptability of a small law firm. As part of a small firm, I am flexible with my fees. My hourly rate is $435•oo; however, I welcome a discussion regarding this rate with a fee cap, and am open to alternative fee structures. Klm VAUGHAN LERNER LLP ONE FINANC.IAL PLAZA , SUITE 2007 - FORT LAUDERDALE, FLORIDA 33394 • PHow (954) 527.1115 • FAX (9 54) 52 7.17 16 April 12, 2019 Page 3 Conflict of Interest KVL would conduct a full conflict of interest check on the parties involved in the Transaction. Currently, KVL confirms that it would not have any conflict of interest in the representation of the City of Miami in any potential transaction. Further, KVL confirms that it has not engaged in or conducted any business with or within Cuba. Diversity KVL is a minority-owned law firm and minority business enterprise, certified with the Florida Minority Supplier Development Council (FMSDC), and an active member of the National Association of Minority & Women Owned Law Firms (NAMWOLF@). Our attorneys are active in legal and corporate programs designed to further the interests of diversity — on the bench, in the bar, and throughout the wider legal profession. Our attorneys have been panelists, organizers and co -hosts of several symposiums, seminars, panels and forums on diversity in the profession and on the bench. Several of our attorneys serve on local or statewide diversity committees constituted by voluntary bar associations, The Florida Bar and the Florida Supreme Court. I am grateful for the opportunity to discuss further my work experience and qualifications, and how I may help the City of Miami in reaching its goals. Thank you in advance for your time and consideration. Very truly yours, Cindy Kim Klm VAUGHAN LERNER LLP ONE FINANC/AL PLAZA - SUITE 2007 • FORT LAUDERVALE, FLORIDA 3339,E - PHONE (954) 527.1175 • PAX (954) 527,7 7 7 6 Cin d y Y. Ki M RepresentativeExperience • Represented major developer in simultaneous closings for several large pre -construction condominium projects in downtown Miami. • Represented major international corporation and Fortune Global 500 guarantor in the acquisition, financing, and construction of a warehouse. • Represented global bank in closing two towers in one of the largest condominium projects in Miami. • Represented buyers and sellers in purchase, sale, financing, and workouts of residential and commercial real property. • Represented Chinese bank in closing all loans in Florida. • The Florida Bar, Member • Attorneys' Title Fund Services, LLC, Member • Old Republic National Title Insurance Company, Agent Education • University of Iowa College of Law, J.D., with distinction o Editor -in -Chief, Journal of Gender, Race & Justice a Founder and Co -President, Asian Pacific American Law Students Association a Dean's Achievement Award • Wesley Theological Seminary, M.Div., magna cum laude o Member, President's Committee o Treasurer, Student Body Association o Excellence Award in Honor of Kyung Lim Shin Lee o Biblical Studies Award • University of Iowa, Bachelor of Business Administration AT-j"O RN EY B 10G RAP 11Y Kim Cindy Y. Honors and Recognitions • The Fund Top 100, 2010 • First American Title Insurance Company Recognition of Performance of Excellence, 2011 • First American Title Insurance Company Platinum Agent, 2012 Bar Admissions • All Florida state courts Professional read • Kim Vaughan Lerner LLP, Of Counsel • Kim & Lowman, LLP, Managing Partner • Ninth Judicial District for Grand Rapids, Minnesota, Law Clerk to Chief Judge Lois Lang • Phelan Tucker Mullen Walker Tucker Gelman LLP, Clerk I LAW OFFICE OF MER.Y LOPEZ, P.A, "ANY AND ALL REAL ESTA'T'E LAW" 260 Hialeah Drive Hialeah, FL 33010 Mery Lopez, Esq, State Bar of Florida (305)882.2739 Phone (305)882-2779 Fax Email: MLopez@LopezLawFL,com Website: www,LopezLawFL.corn April 12, 2019 Office of the City Attorney The City of Miami SENT PYA ELECTRONIC MAIL c/o Barnaby L, Min bmin@MiaMiggy.com 444 SW 2nd Avenue, Suite 945 Miami, FL 33130 Re: Letter of Interest Dear Mr, Min: In reviewing the City's Request for Letters of Interest for Outside Counsel, I believe that I have the credentials necessary to assist the city. I am a sagacious Hispanic female attorney who has been practicing in Hialeah, Miami -Dade County for well over 15 years and am very capable of working with your office. I am a highly competent lawyer in all areas of real estate law and am a skilled negotiator. I have become well versed in my 15+ years of real estate practice with commercial real estate transactions as well as, but not limited to: • Negotiating and Preparing Development Contracts • Negotiating and Preparing Construction Contracts • Interpreting and Negotiating Financing Agreements • Commercial Leasing negotiations and agreement preparation I do not have any problem working on an hourly fee basis with a cap. I understand that the rates are negotiable depending on the hours involved, and how specialized the matter is. I am not engaged in any business with Cuba at the present time and do not anticipate having any business with the island in the immediate future, I would welcome the opportunity to discuss my credentials with you at a greater length at your earliest possible convenience. Sincerely, Mery Lopez Attorney at Law ML/sas 4/12/2019 3 Best Real Estate Lawyers in Hialeah, FL - ThreeBostRated v .^rc7 Three"Dest (https;//threebestraled,com) Rated(" Menu I.. Search here... a 1 BEST RATED (https;//threebestrated,com)» HIALEAH FL (https;//threebestrated.com/ioca1-buslnesses-in-hlaleah-fl)» REAL ESTATE LAWYERS Best Deal Estate Lawyers in Hialeah Handpicked Top 3 Real Estate Lawyers in Hialeah, Florida. 50 -Point Inspection (https://threebestrated.com/50-point-inspection) includes customer reviews, history, complaints, ratings, satisfaction, trust, cost and their general excellence, You deserve the best! Face Wok 43 Twlllet umeli MERY LOPEZ V 260 Hlaleah Drive, Hialeah, FL 33010 (httpa://maps.google,00m?saddr-current+Looation&daddr-260+Hlaleah+Drive,+Hialeah,+FL+33010&hl=en&Iwloo=A) Since 2003 LAW OFFICES OF MERY LOPEZ - Real Estate LawTransactlons, Title Closings, Evictions, Landlord/Tenant Disputes, Foreclosure Defense, Short Sales, Commercial Title Insurance, Litigation and Negotlatlon, Residential Title Insurance, Real Estate Sales/Purchase Consulting, Real Estate Contract, Financing, Land Use Law, Wills & Loan Modifications Free consultation - Knowledgeable In all areas of real estate law transactions and focused on dedicated service to her clients and the surrounding community - Delivers quality results for real estate agents, lenders, sellers and buyers © lawyerlopez@aol.com (mal Ito: lawyerlapez@aol,cam?sub)ect=Request%20through%20ThreeBestRated.coin) hltps;//threebestrated.com/real-estate-lawyers-in-hlaieah-fI 1/4 .Eduaotion. Doctorate — Florida Coastal School of Law,,1999 BS lit Business Management/ Human Resources -- University of Central Florida 1994. Title Insurance, Attorney Title 2005. Licensed Real Estate Broker/RE/MAX Caliente Florida rotary License- State of Florida Notary course, 2005 Missing Children Global Network- President- 2016- Current Business Background: We have participated in over 1000 closing transactions. In - House Title Real Estate Attorney for the Keyes Real Estate Corporation, Corporate Lawyer for a multimillion $ Corporation legal department, Board Member with Attorney General Bill. McCollum Transition team. Board Member of Women's Council of Realtors Miami - Dade. Founded and established a successful family owned Real Estate Title Company/ Law Firm, Development of business structure for the foundation of a short sale/ loan modification- loss mitigation, pre - foreclosure defense. We also handle all Probate & Estate Matters. These are just some of our strengths. Call today for your free consultation. REAL ESTATE ATTORNEY Mery Lopez is a successful Real Estate and Business Attorney with the Law Offices of Mery Lopez. Attorney Mery Lopez graduated with her juris Doctorate in 1999 from Florida Coastal School of Law. Since then she has obtained a Title Insurance Agent License and a Real Estate Broker License. She primarily handles Real Estate Law and all real estate Title Closings, She also handles all Probate & Estate Matters. With a firm understanding of the business world and her corporate experience, the firm represents several local businesses and keeps them compliant and legally protected. She established her footprint in South Florida with her own practice in Miami in March of 2003. With her positive dealmaker mentality, the firm and the relationships have been amazing and continue to grow. She and her Husband Armando Palma III own and Operate RE/MAX Caliente Realty, they have been married over 14 years and have three wonderful children. Professional Matters: • Title closings statewide for residential and commercial properties. Preparation of all closing documents for sellers and buyers with a prompt turn -around. • Probate & Estate Matters, Wills,'Frusts • Developer and or Lender representation on building and residential projects, ® Private Lender/ Investor documents and representation for acquisitions. • We negotiate code enforcement issues, violations and city liens, We also work with City demolition orders or unsafe structures. • Ease for prevention of Foreclosures. Short -Sale Specialist & Loan Modifications expert. Extensive loss mitigation work with lenders, corporations and estates. • Successfully position clients and organizations for profitable expansion and strategic growth. • Outstanding communication and customer service. Bi -Lingual in Spanish and English with a qualified staff. 260 Hialeah Drive, Hialeah, FL 33 010 Phone: (305) 882-2739 Fax: (305) 882-2779 Direct: (561) 379-4466 MLopez@LopezLawFL com ANA MARIA PANDO IF April 12, 2019 T0: City Attorney of the City of Miami via electronic mail at bmin(2miami o� v.com c/o Barnaby L. Min 444 SW 2nd Ave., Suite 945 Miami, Florida 33130 Please consider this letter on behalf of Ana Maria Pando, P.A., Law Office of Pelayo Duran, P.A. and Blaxberg, Grayson, Kukoff, and Forteza, P.A., as our expression of interest in collectively representing the City of Miami Office of the City Attorney as specialized real estate outside counsel in negotiating certain real estate terms and conducting the legal review of contract documents regarding the development, construction, and long-term leasing of certain City -owned property known as Melreese Country Club. Our law firms collectively, are undoubtedly qualified firms to negotiate the development of this project and associated transactions with Miami Freedom Park LLC and related Major League Soccer franchise. Our firms possess the necessary collective experience in complex commercial real estate transactions as well as in transactions involving the development, construction, financing, and leasing/sale of large-scale stadiums and/or arenas. None of our law firms are engaged in or conduct any business with or within Cuba, in contravention to any state or federal law(s). I. Below is the .information concerning Ana Maria Pando, P.A.: Ana Maria Pando, PA, has been in existence for 3 and a half years , and consists of two lawyers, Judge Ana Maria Pando (Bar Number 750220, 32 years of experience), retired Miami -Dade County Judge for over a decade, and her son and Senior Associate, Guillermo De La Puente, Esq., (Bar Number 122003, 3 years of experience). The firm specializes in criminal and civil litigation, with an emphasis on personal injury, family law, criminal law, landlord tenant law, and all aspects of conflict resolution, both inside and outside the courtroom. Fortner Judge Pando 'is uniquely qualified in intergovernmental relations, in all levels of government -City, State and federal. This is something she has been involved in for, practically, a lifetime, developing invaluable relationships with governmental officials throughout Dade County and in the state and federal levels. Further, she has handled over a thousand landlord tenant cases while on the County bench, presiding over diverse and complex landlord tenant cases and issues, enabling her to preempt costly and unnecessary litigation(1). Page 1 of 12 Phone; 305,459.2460 ° Fax: 305.459.2462 - Address: Continental Executive Center, 2307 Douglas Road,, Suite 102. Miami, FL 33145 ANA MARIA PANDO ui P.A. There is one non -lawyer assistant with 20 years of experience (2). The firm has not been sanctioned, nor any of its former or present attorneys within the past 5 years (3). Judge Pando has a pending Bar Complaint filed by a family law client who does not want to pay her bill for legal services rendered. No adverse action is expected. (4). There have been no governmental investigations involving the firm in the past 10 years (5). There have been no claims of professional negligence against the firm or its attorneys in the past 5 years (6). There has been no litigation asserting systemic issues with firm processes or legal work, nor any class action against the firm (7). The law firm will be utilizing up to date computer and network systems, as well as the latest stable software (8). The law firm has readily available technical expertise, that regularly maintains all IT of the firm (9). The firm has adequate resources to manage operating expenses and has a policy that the partners do not get paid, unless adequate cash flow is available (10). The firm has a continuity of business plan, (11). The firm has no interest in providers of related services, including but not limited to, title searches, title insurance, or any matter that the firm believes to be a conflict of interest (12). H. Below is the information concerning The Law Office of Pelayo ]Duran, P.A that has maintained their place of business in the City of Miami, since February of 1999. The Law Office of Pelayo Duran, P.A. is a highly experienced Corporate/General Counsel and key member of any senior management team with a successful background of providing strategic advice to executives and management which advances a company's mission and strategic goals. An outstanding legal strategist, with a broad legal background who effectively anticipates and prevents legal issues, manages risk, and ensures compliance with relevant laws and regulations. Mr. Duran has very strong strategic planning skills and has a proven ability to collaborate with diverse teams to advance a client's objectives. Bilingual: Fluent in English & Spanish. Other strengths encompass: 4 General Counsel/Legal Advisement ® Litigation Management/Advisement ® Arbitration Programs ® Employment Law/Labor Relations ® Contract and settlement negotiations ® Information Privacy ® Corporate Law and Social Responsibility • Regulatory Compliance and Ethics • Risk Management Page 2 of 12 Phone: 305.459.2460 . Fax:'305.459.2462 • Address: Continental Executive Center, 2307 Douglas Road,. Suite 102. Miami, Fl. 33145 ANA MARIA PANDO P.A. • Crisis age ent/Strategic Communications • Willingness to take calculated risks • Strategic Planning • Tough yet emotionally sensitive • Bias toward action • Decisive yet inclusive • Ability to efficiently "read" people • Strategic yet tactical • Forward Thinking • Ability to perform in complex environments • Strong community ties to the City of Miami and strong family values • Team Builder .- In addition, Pelayo M. Duran, Esq., has handled thousands of real estate cases involving closings, refinances, lease drafting and negotiation, distressed sales, short sales, foreclosures, and bankruptcy. Mr. Duran firm has also represented clients in cases that include commercial litigation, contract disputes, tortious interference with advantageous business relationship, specific performance, debt collection, repossessions, whistleblower suits against bank personnel in key areas including Know Your Customer (KYC), Bank Secrecy Act (BSA), Anti -Money Laundering (AML), SARs, Politically Exposed Persons (PEP), Financial Institution Reform Recovery Act (FIRREA), The Office of Foreign Assets Control (OFAC), Anti - Terrorism, DOBB Franks, Real Estate Settlement and Procedures Act (RESPA). In addition, Mr. Duran has managed many cases regarding whistleblowers, wills, trusts, liquidation, asset protection, and creditor rights. List of'practice areas include; • Banking and Finance Law • Bankruptcy o Business and Commercial Transactions and Litigation - • Business and Commercial Torts • Commercial Leasing • Condominium Associations • Construction Disputes • Creditors' Rights • Landlord/Tenant Disputes • Litigation and Appeals • Real Estate Investment and Financings. • Real Estate Litigation • Real Estate Transactions • RICO • Shareholder Disputes • Intellectual Property Litigation Fraudulent transfer recovery Page 3 of 12 I ANA MARIA PANDO P. List of offices in the jurisdiction: a. Main Office 4640 N.W. 7u' Street, First Floor, Miami, Florida 33126. Title Insurer References: Old Republic National Title Insurance Company, The FUND FUND Member #24405. Florida Licensed Real Estate Broker Certified US Bankruptcy Court Mediator Certified Civil Court Mediator Previous Transactions References with the city of Miami: Represented the City of Miami, as co -counsel with Ana Maria Pando, PA, in the purchase of 2200 SW 9" Ave. & 910 SW 22°d RD., Miami, FL for $1,000,000.00. Represented the City of Miami, as Co -Counsel with Ana Maria Pando, PA, in the purchase of 1301 SW 21 Ave., Miami, FL 33145-1352 for $300,000.00 1. List of managing partners, attorneys and associates including the number of years of experience in each area: Adis Riveron, Esq. Estate, Trusts, , Eviction, 25 Bar Number: Real Estate Complex # 30'783 Closings, Breach of Contract, Real Estate Disputes, Title Claims, partitions. Foreclosure, Eviction, R.E. Closings, Breach of Contract, Real Estate Disputes, Mort a ee Title Claims. Page 4 of 12 Phone: 305.459.2460 • Fax: 305.459.2462 a Address: Continental Executive Center, 2307 Douglas Road,. Suite 102. Miami, FL 33145 Gni 2. Average level of experience of the non -attorney staff, The average number of years of experience of the non -attorney staff is approximately 20 years. 3. Sanctions against the firm or any of its present or former attorneys in the past 5 years, including the nature of the sanctions and if they relate to the loan level chatter or systemic. firm practice, any corrective actions taken by the firm, None. 4. Bar complaints/reprimands against present or former firm attorneys in the past 10 - (ten) years and whether the complaints were closed, pending or resulted in adverse action. None Page 5 of 12 ML__-. nnr ern �Acn . c..,,, nAr ec(j w)ag'f • Arldracc• rnnfinpntal FYPri iVP i-PntPr 7W17 Dminlaa Rnad.. Suite W Miami FI 3x145 1 Banking and Finance 20 Law, Bankruptcy, Business and Commercial Transactions and Litigation, Business and Commercial Torts, Commercial Leasing, Condominium Association, Construction Disputes, Creditors' Rights, Landlord/Tenant Disputes, Litigation and Appeals, Real Estate Investment and Financings, Real Estate Litigation, Real Estate Transactions RICO, Shareholder Disputes, Intellectual Property Litigation, Fraudulent transfer recovery and Bankruptcy Litigation 2. Average level of experience of the non -attorney staff, The average number of years of experience of the non -attorney staff is approximately 20 years. 3. Sanctions against the firm or any of its present or former attorneys in the past 5 years, including the nature of the sanctions and if they relate to the loan level chatter or systemic. firm practice, any corrective actions taken by the firm, None. 4. Bar complaints/reprimands against present or former firm attorneys in the past 10 - (ten) years and whether the complaints were closed, pending or resulted in adverse action. None Page 5 of 12 ML__-. nnr ern �Acn . c..,,, nAr ec(j w)ag'f • Arldracc• rnnfinpntal FYPri iVP i-PntPr 7W17 Dminlaa Rnad.. Suite W Miami FI 3x145 5. Gove t i v tib atios rolving the arm in the past 1� years and whether the investigation involved p actices or were related to investigations of the firm's client. None, 6. Provide any damages or settlement of claims as result of the allegation of professional negligence against the firm or attorneys in the past 5 -(five) years in excess of $20,000 in any single occurrence or $50,000 id aggregate or that reflect a possible pattern of professional negligence, regardless of amount and None. 7. Any significant litigation asserting systemic issues with firm processes or legal work, and any class action against the firm. None. 8. Technology: The law firm will be utilizing up to date computer and network systems as well as the latest stable software. Desktop computers typically have the following specifications: Windows 10-11 Professional SP1 Intel® CoreTM i7-2600 CPU @ 3.40 GHz 8 GB RAM 64-bit Operating system All desktop computers are operated from a centralized server with the latest security and backup options available. More specifically, the law firm's computer system is based upon current technology Dell Optiplex Professional workstations and Dell/Wyse terminals connecting to seven Windows 2008 Server R2 virtual servers. The virtual servers are running on redundant VMware 4,1 ESXi Dell PowerEdge R610 hosts connected to shared Dell PowerEdge MD3000 RAID5 storage with redundant power supplies. Battery backup is provided by redundant 3000VA APC brand uninterruptable power supplies. Dell/Wyse terminals connect to an internal Windows 2008 Server R2 terminal server. A full backup of the system is performed work days to LTO tape using Areserve backup. There is a one month backup horizon for restoring from a daily tape backup and an archive is permanently preserved once per month. Kaspersky Antivirus is deployed to all workstations and servers and is centrally managed and maintained. Microsoft's WSUS (Windows Server Update Services) is used to centrally download and deploy security and other patches made available for Microsoft software installed on the servers and workstations. All internet Page 6 of 12 Phone: 305.459.2460 o Fax: 305,459,2462 • Address: Continental Executive Center, 2307 Douglas Road,. Suite 102. Miami, Fl. 33145 A A MAPIPANIC® traffic is directed thro a gate Guard XTM 505 firewall with proxy inspection and browsing restrictions fin place. • Internet connectivity is provided through redundant 50x5OMbit wireless and backup DSL connections. Microsoft Exchange 2010 is hosted internally to provide email to internal Outlook clients and external mobile devices, High volume HP brand printers and Minolta centralized copiers are used for printing. There are high volume scanners for document imaging and about half of the stations also have personal scanners for document imaging. The firm also employs HP digital senders for digitally sending documents via email. All systems are proactively maintained by an IT consulting firm. 9. The law firm has in house technical expertise or readily available vendor technical support. The law firm has readily available vendor technical support that regularly maintains all IT of the firm. 10. The firm has the adequate financial resources to manage operating expenses. The firm maintains adequate reserves on hand to manage operating expenses and has a policy that partners do not get paid unless cash flow is available. 11. The firm has a Continuity of Business plan. 12. The firm has no interest in providers of related services; including but not limited to: title searches, or title insurance that the firm believes to be a conflict of interest. III, Below is the information concerning Blaxberg, Grayson, Kukoff, and Forteza, P.A which has been in existence since 1986: 1. List of practice areas • Banking and Finance Law • Bankruptcy • Business and Commercial Transactions and Litigation • Business and Commercial Torts • Commercial Leasing • Condominium Associations • Construction Disputes • Creditors' Rights Page 7 of 12 Phone: 305,459.2460 • Fax: 305.459,2462 • Address: Continental Executive Center, 2307 Douglas Road,. Suite 102. Miami, FL 33145 of an^ fI�i'sputesRZA11rd g tion and Appeals • Real Estate Investment and Financings. • Real Estate Litigation • Real Estate Transactions • RICO • Shareholder Disputes • Intellectual Property Litigation Fraudulent transfer recovery 2. List of offices in the jurisdiction: a. Main Office 25 Southeast Second Avenue Miami, Florida 33131-1506 b. West Coast Office 2047 5th Avenue N St. Petersburg, FL 33713 3. Jurisdiction specific references: Space Coast Credit Union Priority One Credit Union of Florida Power Financial Credit Union Banesco USA Synovus Bank FKA Florida Community Bank State of Florida (DOT, Dept of Resources, etc.) City of Doral Stanley Tate Enterprises. Felipe Valls Enterprises, Fannie Mae Freddie Mac Federal Home Loan Bank of Chicago Federal Home Loan Bank of Atlanta Title Insurer References: Fidelity National Title Insurance Company and First American Title Insurance Company (FATICO) Couple of previous Transactions References: d Represented the Buyer in the purchase of the Trump Tower in Hollywood for over $ l OOMillion e Represented a bank in the sale of over a $50 million loan pool Page 8 of 12 Phone: 305.459.2460 • Fax: 305.459.2462 • Address: Continental Executive Center, 2307 Douglas Road,. Suite 102, Miami, FL 33145 4. List of agi Wgttnerrss, attornneeys�and associate ncrid� the number of years' experience in each are . Attorney Practice area Years of Experience Moises T. Grayson, Esq,, Tax, Trusts,, Eviction, 33 Managing Partner Real Estate Complex 0236322 Ian J.,Kukoff, Esq., Closings, Breach of 0827126 Gaspar Forteza, Esq., Contract, Real Estate 0041014 Isabel V. Colleran Esq., Disputes, Title Claims. 0450472 I. Barry Blaxberg, Esq., Banking, R.E. Closings, 36 Managing Partner Breach of Contract, Real Joshua Gostel, Esq., Estate Disputes, 1010506 Amanda Lipsky, Esq, Mortgagee Title Claims, 0092838 Trusts. Ian J. Kukoff, Esq., Bankruptcy- Creditors 23 Partner rights, Foreclosure, Breach of Contract, Real Estate Disputes, Complex Business 'Transactions Gaspar Forteza, Esq., Foreclosure, Eviction, 15 Associate RX, Closings, Breach of Contract, Real Estate Disputes, Mortgagee Title Claims. Isabel V. Colleran, Esq., Title Examination, Breach 18 Associate of contract. Bankruptcy - Creditors rights, Foreclosure; Closings Amanda Lipsky, Esq., Real Estate and Loan 11 Associate Closings The license information on all Attorneys Attorney Admitted to -Practice FL Bar 9 Moises T. Grayson, Esg., 09/23/1983 0369519 1. Ban Blaxber , Esq., 11/18/1977 0236322 Ian J.,Kukoff, Esq., 10/24/1989 0827126 Gaspar Forteza, Esq., 09/20/2007 0041014 Isabel V. Colleran Esq., 12/05/1984 0450472 Ed Proenza, Esq., 04/12/2016 121899 Joshua Gostel, Esq., 09/21/2018 1010506 Amanda Lipsky, Esq, 10/04/2011 0092838 Page 9 of 12 Phone: 305.459.2460 • Fax: 305.459.2462 • Address: Continental Executive Center, 2307 Douglas Road,, Suite 102. Miami 91 121 eF ABTA MARIA PANDO 5. Average le of e perionce of the non -attorney staff. The average number of years of experience of the non -attorney staff is approximately 8 years. 6. Sanctions against the firm or any of its present or former attorneys in the pass: 5 years, including the nature of the sanctions and if they relate to the loan level matter or systemic finn practice, any corrective actions taken by the firm. None. 7. Bar complaints/reprimands against present or former firm attorneys in the past 10 - (ten) years and whether the complaints were closed, pending or resulted in adverse action. None 8. Government investigations involving the firm in the past 10 years and whether the investigation involved firm practices or were related to investigations of the firm's client, None. 9. Provide any damages or settlement of claims as result of the allegation of professional negligence against the firm or attorneys in the past 5 -(five) years in excess of $20,006 in any single occurrence or $50,000 in aggregate or that reflect a possible pattern of professional negligence, regardless of amount and None. 10. Any significant litigation asserting systemic issues with firm processes or legal work, and' any class action against the firm. None. 11. Technology: The law firm has up to date computer and network systems as well as the latest stable. software. Desktop computers typically have the following specifications: Windows 10-11 Professional SP1 Intel® CoreTM i7-2600 CPU @ 3.40 GHz 8 GB RAM Page 10 of 12 Phone: 305.459.2460 • Fax: 305.459.2.462 • Address: Continental Executive Center, 2307 Douglas Road,. Suite 102. Miami, Fl. 33145 I �NAMF,YsAmANDA. P g system All des co puters are operated from a centralized server with the latest security and backup options available. More specifically, the law firm's computer system is based upon current technology Dell Optiplex Professional workstations and Dell/Wyse terminals connecting to seven Windows 2008 Server R2 virtual servers. The virtual servers are running on redundant VMware 4.1 ESXi Dell PowerEdge R610 hosts connected to shared Dell PowerEdge MD3000 RAIDS storage with redundant power supplies. Battery backup is provided by redundant 3000VA APC brand uninterruptable power supplies. Dell/Wyse terminals connect to an internal Windows 2008 Server R2 terminal server. A full backup of the system is performed work days to LTO tape using Areserve backup. There is a one- month backup horizon for restoring from a daily tape backup and an archive is permanently preserved once per month. Kaspersky Antivirus is deployed to all workstations and servers and is centrally managed and maintained. Microsoft's WSUS (Windows Server Update Services) is used to centrally download and deploy security and other patches made available for Microsoft software installed on the servers and workstations. All internet traffic is directed through a Watchguard XTM X05 firewall with proxy inspection and browsing restrictions in place. Internet connectivity is provided through . redundant 50x5OMbit wireless and backup DSL connections. Microsoft Exchange 2010 is hosted internally to provide email to internal Outlook clients and external mobile devices. High volume HP brand printers and Minolta centralized copiers are used for printing. There are high volume scanners for document imaging and about half of the stations also have personal scanners for document imaging. The firm also employs HP digital senders for digitally sending documents via email. All systems are proactively maintained by an IT consulting firm. 12. The law firm has in house technical expertise or readily available vendor technical support. The law firm contracts with UDT Consulting for the last 4 years to maintain and upgrade all servers and computers in the firm. As such, the law firm has readily available vendor technical support that regularly maintains all IT of the firm 13. The firm has the adequate financial resources to manage operating expenses. The firm maintains two (2) months of reserves on hand (plus 6 months available from I. Barry Blaxberg and Moises T. Grayson) to manage operating expenses and has a policy that partners do not get paid unless cash flow is available. This has not happened since 1987. Page 11 of 12 Phone: 305.459.2460 o Fax: 305.459.2462 • Address: Continental Executive Center, 2307 Douglas Road,, Suite 102. Miami, FL 33145 ANA MARIA. PANDO P A . 14. The fi s a Continuity of Business plan., 15. The firm has no interest in providers of related services; including but not limited to: title searches, or title insurance. The firm believes this to be a conflict of interest. We look forward to providing the most well-rounded, most efficient and most proficient service to the City of Miami, and are grateful and honored for the opportunity to offer our unique services, composed of a tear of legal professionals with all the attributes that the City of Miami needs working on this most important and life- changing project for both residents and visitors to the City of Miami, our "Magic City." U Ana Mia Pando, P.A Ana Mt. Pando, Founding Partner Page 12 of 12 Phone: 305.459.2460 1, Fax: 305.459.2462 • Address: Continental Executive Center, 2307 Douglas Road,. Suite 102. Miami, FL 33145 1 April 10, 2019 Via E -Mail: Bminamlamigov.com Barnaby L. Min Deputy City Attorney City of Miami Office of the City Attorney 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33131 ANGELA C. DE CESPEDES PARTNER Shutts & Bowen LLP 200 South Biscayne Boulevard Suite 4100 Miami, Florida 33131 DIRECT (305) 347.7324 FAX (305) 347.7828 EMAIL AdeCespedes@shutts.com Re: Response To Request For RFLI For Outside Counsel Dated April 1, 2019 / Melreese Country Club — Freedom Park Dear Mr. Min: This will serve as Shutts' response to your invitation to respond to Request For Outside Legal Counsel in negotiating certain real estate terms and conducting legal review of contract documents regarding the development, construction, and long term leasing of certain property known as Melreese Country Club (hereinafter referred to as "Freedom Park"). The proposers are required to have experience in both complex commercial real estate transactions as well as have experience in transactions involving the development, construction, financing and leasing/sale of large scale stadiums and/or arenas. We treat each discipline in a discreet and specialized manner. Development of a large scale project can be analogized to an orchestra leader, not necessarily playing the instruments, but knowing when each comes in. Construction is the drum beat, financing the string section and leasing the horns, creating a symphony. Each attorney described has a level of expertise that is invaluable to this development, and where regional expertise was not found, we went outside of the state and country in order to obtain the best instrument to complete the perfect symphony. As a lifelong soccer fan, I have waited many years for the moment that is upon us now. The moment when the entire world will be looking to us to bring home a sport that is truly global in nature, in a magic tropical setting, surrounded by rich culture and an ever present desire to continue to make Miami the destination to rival all destinations. r,huttsxom I FORT LAUDERDALE I JACKSONVILLE I MIAMI I ORLANDO 1 SARASOTA I TALLAHASSEE I TAMPA I WEST PALM EFACH April 10, 2019 Page 2 Shutts & Bowen LLP - the first law firm founded in Miami, is the perfect partner to take the City of Miami where it needs to be in connection with the vision that is Freedom Park. Shutts was founded in 1910 during the frontier days of Miami, a decade after the City's incorporation, in the original Burdines Department Store Building in downtown Miami. Backed by dreamers such as John D. Rockefeller and Henry Flagler ("The Father of Miami"), Shutts opened its doors at a time when the City boasted a population of approximately 5,000 residents, and the firm prospered and grew under the guidance of two visionary lawyers - litigators Frank B. Shutts ("Colonel Shutts") & Crate D. Bowen. Shutts has played a leading role in the shaping and remarkable growth of this City since that time, including two past partners who served as City of Miami Mayors, a Miami -Dade County Attorney, a Miami -Dade County Mayor, and a US Supreme Court Justice. Shutts' commitment to Miami is unparalleled. A key factor in the firm's growth was its heavy involvement in Miami's booming and complex real estate, commerce, banking and maritime markets, which allowed the firm to be perfectly situated to assist in turning the Brickell Avenue financial corridor into the "Wall Street of Latin America." The firm was instrumental in transforming Florida's banking industry under the guidance of our current Chairman, Bowman Brown. Bowman helped write and was instrumental in the passing of Florida's International Banking Act in the late 1970's, which for the first time allowed non - US based banks to establish offices in Florida and later permitted foreign banks to accept international investment. Other notable Miami milestones in which Shutts was intimately involved over the last century include: the negotiation of the City of Miami's acquisition of Bayfront Park, construction of the Tamiami Trail and South Dixie Highway, adding to the prominent legacy of the City. The firm continues to have one of the strongest real estate, construction, banking and financial services and litigation practices in the State. Today Shutts is a firm made up of almost 300 lawyers in 8 full service offices throughout Florida, with Miami forever remaining its home base - large enough to offer a full range of services to its clients, while small enough to provide personal attention to every matter while maintaining a competitive advantage in terms of fees. As one its newest partners, I joined Shutts almost one year ago after having spent the last almost 15 years of my career at Akerman's Miami location, and the first several years of my career honing my craft in New York City. In late 2018, Shutts' visionary nature provided the platform to allow me to help expand the firm's presence nationally and internationally and bring additional expertise and investment to Miami, when the firm supported the bid to have Shutts become the exclusive Florida member of Interlaw -a Chambers Ranked Elite International Network of affiliate law firms founded in 1981 with regional full service member firms like Shutts in 80 countries and 150 commercial centers globally. Two of Shutts' Interlaw affiliate firms, Shipman & Goodwin LLP in Connecticut (experts in the finance and contractual documents shutts.aam I FORT LAUDERDALE I JACKSONVILLE I MIAMI I ORLANDO 1 SARASOTA I TALLAHA95EE I TAMPA I WEST PALM BEACH April 10, 2019 Page 3 required for large stadiums and arenas here in the United States), and Arnecke Sibeth Dabelstein in Germany (experts in the formation, site placement and collateral uses of stadium/arena complexes specifically for soccer (football to them)), in collaboration with and under the leadership of Shutts, make up the Team of outside counsel who can assist the City Attorney in the negotiation and legal review for the lease of the Melreese Country Club property and help guide the City in the financing, development, construction and lease of what will undoubtedly be the most exciting sports, commercial and retail project the City of Miami has ever undertaken - Miami's Freedom Park. Angela de Cespedes is a Business Litigation partner in the Miami office of Shutts and serves as Shutts' liaison to the Interlaw organization, A skilled negotiator and trial attorney, Angela's expansive multi -state and international practice includes the representation of a diverse base of clients including Miami based and national professional sports leagues, teams, stadiums and arenas, commercial property owners, and hotel owners, developers and operators, including various Disney properties, South Florida hotels, and the Miarni Dolphins and their operations at Hard Rock Stadium, Businesses and institutions enlist Angela to defend allegations involving business disputes, premises liability, products liability, trade secret, and to manage crisis situations in an effort to circumvent litigation, and liaison with and counsel government agencies and other third parties to minimize risk and avoid litigation and unjustified public perception. Marc Sarnoff is Real Estate partner in the Miami office of Shutts and is a member of the firm's Land Use / Government Relations practice group. He is a proven advocate for business investment in Miami and his experience in land use planning and zoning includes involvement in the creation of the Perez art Museum, the Frost Museum of Science, Museum Park, and the development of the Adrienne Arsht Performing Arts Center. As a former City of Miami Commissioner for almost a decade, he has been privy to the Marlins baseball negotiations and was the originator of the idea of the concept of the Due on Sale Clause. Sarnoff has also been privy to and a part of numerous negotiations on the governmental side of Miami's rise to prominence from 2006 to 2015. sl utts.com I F0RT LAUDERDALE t JACKSONVILLE I MIAMI I ORLANDO I SARASOTA I TALLAHASSEE I TAMPA I WEST PALM REACH April 10, 2019 Page 4 SHIPMAN Glenn Cunningham, Scott L. Murphy, William G. Rock, Scott M. Gerard, Bruce Chudwick and Kelly A. LGOODWI:NLLP0 Trahan of Shipman & Goodwin LLP in Connecticut are COUNSELORS AT LAW internationally recognized experts in the financing and development of Stadiums/Arenas and their ancillary opportunities such as hotel, entertainment, office park and retail facilities that would be a part of the 100+ acres of Freedom Park. They also have represented City, State and quasi -governmental agencies in the construction of privately financed Stadiums/Arenas. Equally they have expertise in the environmental challenges that may materialize and in counseling the cities in dealing with known and unknown environmental issues. Shipman has successfully drafted development agreements, lease agreements, management contracts for Rentschler Field (now Pratt and Whitney Stadium where the UConn Huskies play football), Duncan Donuts Park (a new baseball stadium in downtown Hartford) Adriaens Landing in Downtown Hartford consisting of $500 million public/private convention center, hotel, science center, retail and entertainment development including several parking garages. They have represented the Capital Region Development Authority (CRDA), the equivalent of our CRA in the formation of the XL Center Arena, formerly Hartford Civic Center. Shipman has also represented the Capitol Region Development Authority to develop UConn's expansion to the Capital City, which included the disposal of its 60 acre West Hartford Campus. The Team has experience with structuring creative financing to fit any particular set of circumstances. Duncan Donuts Park is an example of a project that was structured as a sale leaseback/development transaction, where the City of Ilartford created the Hartford Stadium Authority that issued bonds to finance construction of the ballpark and related facilities. The Authority then leased the project back to the City, which in turn subleased the project facilities to the professional franchise. There are other approaches for Stadium/Arena development such as special taxing districts that can capture incremental property taxes which can also be explored. shutts.corn I FORT LA€ HROALF I JACKSONVILLE I MIAMI I ORLANDO I SARASOTA I TALLAHASSEE 1 TAMPA I WrST PALM DrAC€i I April 10, 2019 Page 5 RELEVANT EXPERIENCE The size and scope of the sports and entertainment complex related projects the Team has worked with and on is depicted below: Hard Rock Stadium, Miami Gardens, Florida (Football / Tennis / Baseball Soccer / Entertainment) Commerzbank Arena, Frankfurt, Germany (Soccer / FIFA / UEFA / NFL Europa / Sports / Entertainment) [Retractable Roof Sports Complex Owned By The City Of Frankfurt, Which Includes The Stadium And Various Other Swimming, Tennis, and Volleyball Facilities And Has Its Own Railway Station] Mercedes-Benz Arena, Stuttgart, Germany (Soccer / Entertainment Basketball / ice Hockey) 0utts,corn I FORT LAUDUDALE I JACKSONVILIX I MIAMI I ORI ANDO I SARASOTA I TALLAHASSEE I TAMPA I WESTPAWREACH April 10, 2019 Page 6 Arena Coventry (Ricoh), England, United Kingdom (Soccer / Rugby / Conference Center / Hotel / Casino / Shopping) Red Bull Arena, Leipzig, Saxony, Germany (Soccer / Entertainment / UEFA) National Stadium, Warsaw, Poland (Soccer / Sports / Entertainment / UEFA) [Retractable Roof Which Unfolds From A Wiest On A Spire Suspended Above The Centre Of The Pitch] ghuttsxom I FORT LAUDERDALE I JACKSONVILLE I MIAMI I ORLANDO I SARASOTA I TALL.A'HA5SRE I TAMPA I WEST PALM OFACH Q April 10, 2019 Page 7 AOL Arena, Hamburg, Germany (Soccer / Entertainment / UEFA) WWK (f/k/a Impuls) Arena, Bavaria, Germany (Soccer / FIFA) [First Climate -Neutral SoccerStadium] Lanxsess Arena, Cologne, Germany (Sports / Entertainment) [Largest Ice Hockey Arena Outside Of North America] shutts.com I FORT LAUDERDALE I JACKSONVILIX I MIAMI I ORLANDO I SARASOTA I TALLAHASSEE. I TAMPA I WEST PALM 11FACN April 10, 2019 -V Page 8 Allianz Arena, Munich, Germany (Soccer / FIFA / UEFA) [First Stadium In The World With A Full Color Changing Exterior] Mage Solar Stadium, Ravensburg, Germany (Soccer) [First Solar Powered Stadium] Lt & Whitney Stadium at tschler Field, East Hartford, necticut (Football / Soccer) Muitts.com I FORT LAUDERDALE I JACKSONVILLE I MIAMI I ORLANDO I SARASOTA I TALLAHASSEE I TAMPA I WEST PALM BEACH April 10, 2019 Page 9 Dunkin Donuts Park, Hartford, Connecticut (Baseball Golf Entertainment) [Part Of A $400 Million Redevelopment Plan For Downtown Hartford /'Voted Best Minor League Park Consecutive Years] Adriaen's Landing Development, Hartford, Connecticut (Convention Center / Hotel Science Center / Retail and Entertainment Complex) XL Center / Hartford Civic Center, Hartford, Connecticut (Multipurpose Sports and Entertainment Arena Convention Center) zhuttsxam 1 FORT LAODFROA11 I JACKSONVILLE I MIAMI I ORLANDO I SARASOTA I TALLAHASSEE I TAMPA I WEST PALM REACH April 10, 2019 Page 10 Shutts is truly dedicated and committed to Miami, with the most capable attorneys for the task at hand, in collaboration with the best Team comprised of a global network of affiliated firms and experts from around the country and globe experienced in all aspects of this project - specifically with respect to the City's Referendum for development of a world class professional Soccer Sports Complex. This novel way of undertaking the representation mirrors the innovative, collaborative and international nature of the project at hand. We look forward to assisting the City in bringing this venture home in all respects in a manner that will benefit the City as a whole. To that end, we offer to undertake the matter at a blended rate of $425 per hour. Our clients will tell you that our collective firms represent them with a vigor that is unmatched, loyalty that is incomparable, and a dedication to providing the kind of quality and dedication that this project requires. Should you have any questions or require additional information, please do not hesitate to let us know. Sincerely, SHUTTS & UOWEN LLP Angela C. de Cespedes shutts.eom I FORT LAUDERDALE I JACKSONVILLE 1 MIAMI I ORLANDO I SARASOTA i TALLAHASSEE. I TAMPA I WEST PALM BEACH WEIS SEROTA HELFMAN COLE & BIERMAN AT THY, CROSSROADS OF BUSINESS, GOVtRNMENT & THE LAW Cityof Miami Dffce. cif the Ot ie y:Attorn WWW.WS.H:-L,A,W.COM `►� W &BERN ANCOLE MA - AT TRIG CROSSROdAS Of BUSINESS, GOYE'RNM[NT & TI}¢ IAW WEISS SEROTA HELFMAN m j -- � AT Ti-ir. CROSSROADS. OP BusIN -ss, GOVERNMENT & THr. LAW MITCHELL A. BIERMAN, MEMBER MBierman@wsh-law.com April 12, 2019 Via Email (BMIN@MIAMIGOV.COM) City of Miami c/o Barnaby L. Min, Deputy City Attorney Office of the City Attorney 444 S.W. 2 Avenue, Suite 945 Miami, Florida 33130 Re: Letter of Interest for Outside Counsel Dear Mr. Min: The law firm of Weiss Serota IIelfman Cole fir. Bierman (the "Firm") is pleased to submit this letter expressing our interest in assisting your office in negotiating and conducting the legal review of contract documents for the lease of the City owned property known as Melreese Country Club ("MCC"), negotiating the development and construction of a soccer stadium, commercial facilities, and retail complex. Our Firm is the preeminent full-service municipal law firm in South Florida dedicated to serving as the "one-stop shop" for municipalities seeking legal services. For over 25 years, our Firm has represented local governments and private sector developers in all aspects of real estate matters P3s and complex commercial transactions. In addition, in order to provide a national perspective we are tapping the additional resources of our good friends at Kane Russell Coleman Logan with their national practice in professional sports facility development. Together, we offer the City the best possible combination of local, Miami -specific knowledge and experience with KRCL's national sports facility -specific platform. As you can see in the practice area descriptions and attorney profiles enclosed, we are well equipped to assist your office in representing the City in this multi -faceted transaction. Collectively, our attorneys have centuries of experience in the practice areas that are relevant to this deal. We understand that our role would be to assist the City Attorney in negotiating terms and drafting the resulting contractual documents, and we would be honored to workwith your office in that capacity. Although the City's solicitation does not request information on fees, rest assured our fee schedules are extremely competitive for the marketplace and our value -based approach ensures that our clients receive more in value than they spend in fees. Enclosed you will find more detail regarding our firms' and individual attorneys' expertise. We acknowledge and warrant that we have read and agree with all of the terms and conditions contained in the RLI. 2525 Ponce de Leon Blvd., Suite foo, Coral Gables, FL 33134 1305-854-0800 1 www.wsh-law.com City of Miami Barnaby L. Min, Deputy City Attorney April 12, 2019 Page 2 of 2 Thank you very much for your time and consideration. If you have any questions or concerns, please do not hesitate to contact me at (305) 854-0800 or mbierman@wsh-law.com. Enclosures Ver7hBierman ly yours, it 1pj� W E & BERAANCOLMN i vnu Okos4lr1 s DF Busman, Oovr !!himr & THE LAw WEISS SEROTA a COLE& .. fh_ AT THE CROSSROADS OF BUSINESS, GOVERNMENT & THE LAW Weiss Serota Helfman Cole & Bierman is appreciative of the opportunity to submit Letter of Interest in conjunction with the law firm of Kane Russell Coleman Logan, Weiss Serota has been proudly serving the South Florida legal community for over 28 years, working on projects of all sizes. We have and continue to represent some of the biggest entities in Miami -Dade. We feel we are uniquely suited for this type of project. Kane Russell Coleman Logan has serviced their clientele for over 27 years. Their project finance team has worked on diverse real estate and sports facility projects near and far, They have a specialty Sports Stadium practice that is spot on to this project, We very much appreciate you considering us for this great opportunity A 06241,11v UL11, P_ q AVE SS SERA A HELP 1,AN AT na Cmmsu w or. puswnss. Govemmmr & rite IANY WEISS SEROTA HELFMAN COLE & BIERMAN AT TILE CROSSROADS OF BUSINESS, GOVERNMENT &. THE YAW RELEVANT EXPERIENCE Weiss Scrota Hellman Cole & Bierman has been an engaged and active participant in the growth of the South Florida community for almost three decades, especially in the Miami -Dade area. Some of the projects in which our Firm or our attorneys have been involved include: -The Firm is currently representing the City of Miami in connection with the negotiation of a long- term ground lease of the existing Miami River Center building, as well as a long-term ground lease of the City's new facility to be developed in connection with private P3 developer partners. -Representation of the Florida Department of Transportation in the negotiation of the P3 mixed use park and ride/hotel/office building at Cypress Creels. -We represented the City of Miramar with respect to the proposed Blockbuster Paris involving hotel, office and amusement area space and provided all legal services on behalf of the City. -As Miramar City Attorneys we recently handled the long-term lease and development agreement for the headquarters for the American Tennis Association and tennis court complex at Miramar Regional Paris. -Representation of Miramar in the transformative Miramar Town Center Project where a P3 consortium developed government facilities, cultural facilities, public space, and commercial mixed use providing all public benefits in exchange for development rights on public land. -Co-counsel for American Airlines in the development of the $3 billion North Terminal in Miami International Airport. -Representation of time City of Homestead in the development and ongoing operation and maintenance of the Homestead Motorsports Complex in connection with P3 partners. -Our Firm has successfully represented the Mianmi Heat/Basketball Properties in connection with the American Airlines Arena for over 15 years and has played an integral role in their success in the Arena and the community. -The Firm serves as counsel and represented Miami -Dade Expressway Authority (MDX) with respect to the development of Miami Intermodal Center (MIC). -The Firm successfully represented the City of Homestead in the development and operation of the Homestead professional baseball stadium. -Firm Attorneys handled the successful negotiation of the original lease with the Miami Dolphins for the existing land for the Dolphins Stadium, now known as Hard Rock Stadium. Many other examples of highly relevant experience are contained in the individual practice area descriptions and attorney bios that follow. 2525 ponce de Leon Blvd., Suite 700, Coral Gables, FL 33134 1305-854-o800 I www.wsh-law.com Kane, Russell, Coleman & Logan, P.C. (KRCL) has been serving clients nationally, as well as globally for over 27 years. Attorneys in KRCL's Project Finance Group have worked on, or are working on, Open Air Stadiums, Enclosed Arenas, Hybrid Stadium/Concert Facilities and Speedways. Attorneys in KRCL's Project Finance Group have represented, and are representing, teams, leading institutional lenders and represented municipalities in public-private project financings for a variety of multipurpose venues developed as the home facility of one or more professional sports franchises and adaptable for shows, concerts and other entertainment events, including: — Major League Soccer — Major League Baseball — National Basketball Association — National Hockey League — NASCAR — Arena Football — Major Concerts and Shows KRCL's Project Finance Group has an in-depth familiarity with the requirements and approach of the necessary transaction participants: -government -real estate developers -lenders/equity investors -principal construction and design firms -facility management specialists -concessionaires, parking operators, and ticketing agencies -sponsors Having represented all major parties to sports facility transactions, KRCL Attorneys are uniquely positioned to advise any party on the ti-ae needs of the other parties to the development and financing project; what to expect, where potential hurdles may appear and how most expeditiously to overcome and resolve important issues. Specific projects that KRCL has worked on are: -Represented the City of Harrison, New Jersey in negotiating the lease and construction of the $100,000,000 MetroStars Soccer Stadium and the $2 billion commercial development surrounding the stadium, home to the New York MetroStars MLS soccer team. -The America Airlines Center in Dallas, Texas. Our firm represented the lenders on closing the construction and long-term financing for the arena. -SBC Park in San Francisco, California. Our Firm was the Counsel for institutional lenders providing construction and long-term financing for ballpark. -NASCAR New York Super Speedway. KRCL represents NASCAR in acquiring and developing the land in New York and financing the cost of construction through a combination of public and private sources and incentives. -NASCAR Texas Motor Speedway. KRCL represented the City of Fort Worth in negotiating potential tax abatements and tax refund proposals submitted by Texas Motor Speedway in connection with its NASCAR Champion Circuit Races. -$70,000,000 construction loan for Freemen's Wharf Stadium (Leicester City, England), home to the Leicester City Football Club, a U.K. Premier League football (soccer) club. WEISS SEROTA HEX. YMAN COLE & BIERMAN AT 111t CROSSROADS OF, BUSINESS, GOVERNMENT &ITIAP LAW OLE & BIERMAN Real Estate We have a special group of high quality attorneys with extensive experience in representing a distinguished roster of private Investors, developers and lenders as well as local governments In all aspects of real estate transactions. Our Real Estate Group, led by Joseph Hernandez, Is client focused and solution driven, Our attorneys have become trusted advisors to our clients by using our experience to create practical solutions which focus on our clients' business objectives. Our attorneys also frequently represent municipalities in matters as basic as the leasing of space for governmental offices and transactions as complex as P3 joint ventures in the development of major public facilities such as professional sports stadiums, town centers, hotels and senior housing facilities. We understand the unique Issues in working with governmental entities, Including the acquisition, financing and development of public lands. These Issues may Involve extraordinary competitive bidding problems and unusual approval processes, such as public referenda and other matters unique to public property. Acquisition and Disposition Transactions Representing our private and public clients In the acquisition and disposition of real estate is a core element of our practice. Our attorneys have represented private and public clients in the purchase and sale of various real estate assets, Including vacant land, office building, shopping centers, hotels, condominiums, apartment buildings, industrial parks and mlxed-use projects. We also have particular expertise in the structuring of complex transactions. We have been principally involved in some of the most notable and complex transactions in Florida, including the City of Boca Raton Blue Lake/IBM property acquisition, the re -development of the Homestead/Mlaml-Dade Motorsports Complex, and the Miramar Town Center project, We also serve as counsel to State agencies, including the FDOT, in their joint public/private development of State lands. Representing government agencies is a specialized practice that involves unusual issues of confidentiality In the face of Sunshine Laws and public records laws, as well as other unique matters that we are uniquely prepared to handle. The evaluation of a property for use and/or development by our local government and private clients Is an essential part of the real estate process. We work very closely with our clients to perform due diligence and assist in the evaluation and investigation of a property and a transaction. Through a team approach, we assist clients In reviewing Issues such as environmental contamination, zoning, structural integrity, mechanical soundness, soil quality, radon gas, wetlands and subdivision matters that limit the use of land. While structuring and documenting a deal may be the most demanding of tasks we take pride in our ability to close real estate transactions in a timely manner. Commercial Leasing Leasing of real estate Is an important and notable aspect of our real estate practice, We have advised both landlords and tenants on a broad array of leasing transactions ranging from complex securitized sale/lease back transactions, ground leasing, big box and anchor tenant leasing, specialty retail leasing in regional enclosed centers, strip centers, lifestyle centers and urban free standing commercial properties. We have also represented developers and third party management companies in the negotiation and preparation of development, management, cross easement, operating and leasing agreements. Our advice can, and often does, include an analysis of the tax Implications of a lease or other arrangement. Title Insurance As part of every transaction, we are involved in evaluating the title to land and addressing Issues that may affect the transaction. We have extensive experience solving complex title problems. As agents for several national title Insurance companies, we provide title insurance, where appropriate, to protect our clients from the unlikely event that unforeseen impediments may affect the ownership of the land. AT Tr3a Cnossnonos or 9wiivnes GovmNmi apt & Turr LA%v Public/Private Transactions (P3) No longer merely a trend, local government turning to private investors and developers to meet infrastructure needs is part of the new reality. Public/private partnerships or "P3s" are an Increasingly popular and effective way to build major infrastructure projects expand public services and generate revenue, and we are proud of our role in some of the most substantial and successful projects in Florida and elsewhere. We have a long history of representing both government and corporate clients, and we bring an informed perspective and a strong history of accomplishments In public/private transactions. In short, we help business work well with government. Firm attorneys, either while at the Firm or while at other law firms, have been Instrumental in arranging some of Florida's most high-profile and complex P3 transactions in the past quarter century, including: • An agreement between American Airlines and Miami-Dade County for the $1.5 billion construction, renovation and financing of the air carrier's terminal at Miami International Airport. • A number of projects involving the Miami Heat basketball team, the City of Miami and Miami-Dade County. • The build-out of the consolidated rental car facility at Miami International Airport on behalf of the largest car rental firm In the world. • Development of the Lan Chile and "Western U" cargo facilities at MIA on representing its builder and developer. • Representation of a proposer on a Florida Department of Transportation solicitation to construct and operate the service plazas on the Florida Turnpike. • Representation of a major private parking operator and equipment supplier in making an unsolicited offer to take over and operate the public parking system of a major Florida city, • A long term ground lease and operating agreement for development of an on-airport hotel and mixed use business facility at Pensacola Airport. • Representation of several large affordable housing developers to develop affordable housing for sale and for rent, • Representation of the Florida Department of Transportation (FDOT) in the development of "park and ride" facilities. • A 99-year lease between the FDOT and a limited partnership, managed by the Swerdlow Group, for development of the Cypress Creek Park and Ride facility in Broward County, • A long-term lease between Miami-Dade County and ownership of the NFL's Miami Dolphins. • A contract between Miami-Dade County and Montenay Power Corp, for construction of one of the world's largest resource recovery plants. • A lease between the City of Homestead and the Miami Grand Prix to create and build a world-class motor sports complex, • A $10.6 million incentive package offered to bring Cunard Lines and the Queen Elizabeth II cruise ship to Miami-Dade County. The success of P3 transactions relies heavily on the ability of the private sector partner to achieve its financial goals, while at the same time allowing the public sector partner to satisfy those of the public. We have the strategic vision and experience to recognize the long-term objectives of both sides In such transactions and to recommend courses of action to achieve that delicate balance and bring about mutually-rewarding results. Few firms are as uniquely qualified as ours to facilitate the sometimes competing public and private concerns at this critical intersection of business and politics. Some of the most successful projects began as Ideas that we helped incubate along with our clients and then presented to the public sector as unsolicited offers. Our local government track record has enabled us to gain a high level of credibility with government officials, stakeholders who can often be instrumental in moving a new proposal forward and gaining the approvals required at each level of government. From there, our real estate, land use, environmental, construction and business lawyers can handle each step of the process from planning to completion and operation and we can help keep the relationship with government strong throughout the life of the project. 'WEISS SFR TA HELF:M AN CELE & B1 RA AT Tia Otosmokos w tftaitmis, Govtiziaaaaur.& gitr LA, v Sustainable Development Ten years ago, few people knew what "green building law" or "sustalnabliity" was, let alone what laws applied, Now, sustainability, "green building" and energy law are reshaping the land use, real estate, and business environments. Shifts in energy law and policy, expansion of sustainable development projects and the emergence of new energy-efficlent practices and products are all quickly changing how businesses are competing within the global market. Our Sustainable Development Practice Group, made up of lawyers from our Private Land Use Practice and Environmental Practice Groups, is a leader in creating practical solutions for cutting-edge challenges, while providing a multidisciplinary approach to advise, support and counsel clients on meeting the these new demands. By advising developers, private companies and an array of governmental agencies on how to meet higher standards, we have helped bring together law, technology and Industry in numerous projects related to green building practices. We understand virtually every aspect of transactional real estate, land use/zoning and environmental law. We also have wide-ranging municipal, business, energy/utility, and litigation experience. We have the experience and knowledge to capitalize on the opportunities in sustainable development, conservation, and green business practices. We are experts in Leadership In Energy and Environmental Design (LEED) and Florida Green Building Coalition standards for sustainable green building, renewable energy and clean technologies, air quality, climate change and clean water laws. With this background, and knowledge of the changing legal environment, we are "thought leaders" in the sustainability and green law community, and craft novel sustainable solutions for our clients and communities. We are also committed to being an environmentally responsible member of our local and extended communities. Our obligation includes not only complying with - and striving to exceed - environmental regulations, but also encouraging the conservation of energy, water and other natural resources. Areas of Expertise in Sustainable Development: • National Environmental Policy Act (NEPA) • Federal and State Endangered Species Acts • Clean Water Act • Water Quality Control Act • Federal Clean Air Act • Public -Private Partnerships • Community Redevelopment Law • Historical Preservation • Transit-Oriented/infill Projects • Redevelopment, Eminent Domain and Inverse Condemnation • Toxics Litigation: CERCLA, RCRA, State law and Common Law Claims • Smart Growth & Growth Control Measures • Urban Renewal & Revitalization • Development Conditions, Exactions and Development Agreements • Brownfield Development • Conservation Law & Conservation Easements • Green Building Construction • Environmental Compliance • Governmental Land Use Approvals • Green Leasing .` ESS SEROTA HELFMAN OLE & BI MAN A:r7w Ciacassiiunw or flkrsrucss,,rivmcamvwr & rri� Irav Land Use and'Z®ning Our Public land Use and Zoning Practice Group includes attorneys who are certified planners and Board - Certified experts in the field. We have extensive experience in representing local governments in all aspects of land use, planning and zoning, Using a problem -solving and team approach, we provide advice and counsel to local governments on a range of issues from establishing and amending State -mandated comprehensive plans, small area plans, and land development regulations, to reviewing and approving applications for planned unit developments, plats, site plans and building permits, We also counsel local governments when they act as developers, either alone or in partnership with a private developer. We pride ourselves on our creativity, knowledge and persistence in ensuring that our local government clients achieve the results that they desire in developing their communities. We provide advice to local government staff such as planning directors, city managers, comprehensive planners, and building departments. We draft ordinances and resolutions, and sit with boards, councils and commissions dealing with land development matters, such as Planning and Zoning Boards, Local Planning Agencies and Zoning Boards of Adjustment. We advise these boards, Individually and collectively, in their handling of public hearings, with particular attention to the quasi-judicial nature of many of the proceedings. When it is apparent that a particular regulation or application may result in a denial or a challenge, we work with our litigators and appellate lawyers to lay the groundwork for a successful outcome for the local government. In addition to the full scope of land use and zoning advice provided in the general administration of government, we also provide comprehensive help to governmental agencies undertaking public development projects, such as police and fire stations, sports arenas and stadiums, commercial parks, Industrial parks, marinas and water/sewer treatment facilities. Partnering with the firm's Real Estate Group and Private Land Use and Zoning Practice Group as needed, we are uniquely qualified In handling such matters, including the most sophisticated large-scale projects and Developments of Regional Impact. We are regarded locally as well as nationally for our knowledge of growth management issues and complex zoning issues, such as "takings," development exactions, impact fees, competitive plans, concurrency, rate of growth controls, urban growth boundaries, and other similar Issues facing most governmental agencies, Not only have we spent years providing advice and counsel to local governments on land use issues, but many of us have actually served as members or chairpersons of local and State planning boards charged with reviewing and evaluating comprehensive plans and land use issues. What these real-world experiences mean is we understand government and Its demands and concerns inside and out, and we use these experiences to come up with unique and ingenious solutions to vexing local government issues. Our attorneys have years of experience preparing, interpreting and applying land development regulations, particularly zoning ordinances. We routinely prepare and amend land development regulations and zoning ordinances for local governments. We regularly provide advice to both the elected officials and administrative staff on the application, implementation and Interpretation of local land development regulations. We have extensive experience with the regulation of First Amendment -related land uses, such as signs, religious uses, and adult uses, including defending challenges to such regulations in partnership with our Litigatlon Division, In relation to religious land use regulation, our experience also extends to the Federal Religious Land Use and Institutionalized Persons Act (RLUIPA) and the Florida Religious Freedom Restoration Act. Examples of our work include; Impact Fees • Reviewed and advised on the implementation and updating of impact fee ordinances in all of our client municipalities, including an affordable housing linkage fee in the City of Coconut Creek and Village of Islamorada, a transit Impact fee for the City of Aventura, and police, public works and parks fees for the City of Homestead. WEISS SEROTA HEI:FMAN COLE & BIERMAN AT Tia CROSSIMADN Or 6USiNFSS 'GOMIIMENT& Tilt I.AW Comprehensive Plans Comprehensive Plan Amendments • Advised the City of Sunrise, and participated In the comprehensive plan amendment process for Tao residential high-rise development, Metropica Transit -Oriented Development and Westerra Local Activity Center. • Advised the City of Coconut Creek on the Regional Activity Center for the MainStreet development • Advised various municipal clients on the development of the first comprehensive plans or plan amendments following incorporation in the Villages of Islamorada and Key Biscayne, the Cities of Aventura, Marathon and Weston and the Towns of Cutler Bay and Miami Lakes. • Advised all municipal clients on Evaluation and Appraisal Reports and related plan amendments, and other plan amendments necessary to implement new state mandates including school concurrency, water supply planning and greenhouse gas reduction. Small Area Plans • Advised the City of Sunrise in the development and implementation of the Western Sunrise Area plan and land development regulations from 1995 to the present, • Advised the City of Homestead on the adoption of neighborhood plans for redeveloping areas of the City, Advised the City of Dania Beach on Issues related to a small area plan. Developments of Regional Impact (DRIB) • Advised and participated in the DRI review process for the creation or amendment of DRIs for Sawgrass Mills, the Broward County Civic Arena (the BankAtlantic Center), Amerifirst/Metropica/Tao, Sawgrass International Corporate Park and Harrison Park/Westerra for the City of Sunrise. • Advised and participated in DRI review process for implementation and amendment of the Villages of Homestead for the City of Homestead. • Developed new zoning districts, comprehensive plan amendments, development agreements and other associated approvals for these projects In Homestead and Sunrise, • Advised on implementation of the DRI development order for the original area of the City of Weston. Land Development Regulations Moratoria • Drafted and advised on the Implementation of targeted moratoria for various purposes in the Cities of Homestead, Hollywood and Hallandale Beach and Town of Cutler Bay, without challenge. Zoning and Supplemental Regulations • Developed Planned Unit Development regulations for the Cities of Homestead and Sunrise. • Developed commercial design guidelines and special zoning districts for neighborhood plans in the City of Homestead. Developed specialty business zoning districts and regulations for hotels in the Cities of Dania Beach, Sunrise and Miramar. Advised on Joint Land Use Study, developed updated aircraft compatibility regulations and developed vested rights process for City of Homestead in relation to Air Reserve Base, • Advised on changes to and Implementation of regulations of agricultural uses in the City of Parkland, represented the City staff in related code enforcement matters and worked with City's insurer to defend a challenge to the application of its regulations to an agricultural use. 0 'Developed quasi-judicial hearing procedures for the Firm's municipalities. WISS SEROTA Hi:FMAN AT TIM Citnssr�unus car JtV.Sllgis G,uvrJJN& N1r &. rill; LAA v • Worked with Village staff to develop and defend regulations of vacation rental properties and formula retail development in the Village of Islamorada, and drafted vacation rental regulations for Town of Lauderdale -By -The -Sea. • Drafted noise regulations for City of Sunrise and Town of Lauderdale -By -The -Sea. Contested Quasi -Judicial Hearings • Represented municipal staff or governing bodies for contested quasi-judicial hearing in cities including Parkland, Weston, Hallandale Beach, Miramar, Deerfield Beach, Sunrise and North Bay Village. Petitions for Certiorari and Consistency Challenges • Advised our municipalities and defended challenges including projects such as the proposed SuperTarget and WalMart stores in the City of Miramar, the redevelopment of the Sonesta Beach Resort in the Village of Key Biscayne, the redevelopment of the Boca Beach Club at the Boca Raton Resort and Club, and various development decisions for the Village of Islamorada. Some of our specific areas of practice include: • Land Use Planning • Comprehensive Plans • Evaluation and Appraisal Reports • Small Area Plans and District Plans • Water Supply Planning • Land Development Planning • Historic Preservation Regulations and Standards • Rate of Growth Ordinances • zoning in Progress and Moratoria • Platting • Variances and Special Exceptions • Site Plans • Regulation of Large Scale Commercial Uses and "Big Box" Development • Transit -Oriented Development Regulations • Design Guidelines for Commercial Development • Development Procedures • Notice and Hearing Requirements • Land Use Plan Amendments • Rezoning • Development Agreements • Regulations of First Amendment Land Uses • Adult Use Regulations • Sign Regulations • Regulations of Places of Public Assembly, Including Religious Uses • Exactions and Impact Assessments • Impact Fees • Linkage Fees • Transportation and Transit Concurrency Regulations • School Concurrency Agreements and Regulations • Proportionate Share Mitigation Agreements • Afford ableNVorkforce Housing Regulations and Programs • Large Scale Developments • Developments of Regional Impact • Planned Unit Developments • Joint Land Use Studies for Military Bases • Watershed Planning • Public -Private Development Ventures • Litigation + Bert J. Harris Act Claims (Chapter 70, Florida Statutes) for Compensation • Part II Dispute Resolution Proceedings Before a Special Master • Petitions for Certiorari Related to Quasi -Judicial Decisions • Variances • Special Exceptions WEISS SF.'ROT.A HUFMAN COLE & BIE M.AN — AT THE CROUROADS ar Vtrsiurss, GOverMIMT & TIM LAW • Special Use Permits • Religious Land Use and Institutionalized Persons Act (RLUIPA) Claims • 42 U.S.C. § 1983 Claims Arising Out of Land Use Approvals Procedural and Substantive Due Process • Equal Protection • Regulatory Takings/Inverse Condemnation • First Amendment Retaliation • Comprehensive Plan Consistency Challenges • School Facilities Planning • School Collocation and Joint Use Agreements School Concurrency Agreements and Regulations COLE & BI 1 MAC �` NT V1K Clk0SSlkQm)S or BUgwess, G.ovk-au.,mmr & Tilt' LAW Environmental Laver The overlapping and intricate layers of Federal, State and local environmental laws and regulations can be overwhelming, And when a client has an environmental issue, its never just a small, inconsequential matter. It's usually a time -sensitive, critical Issue for the organization that needs quick thinking and resolution, Our Environmental Law Group has the experience and knowledge to efficiently and effectively navigate through these regulatory waters on behalf of business and government clients and achieve results that strike a balance between economic needs and environmental protection, As former environmental regulators, counsel for environmental agencies, and LEED-certified lawyers, our attorneys have a deep knowledge and understanding of environmental policies and laws ranging from air quality to wetlands permitting. We represent business owners, developers, municipalities, water management districts, individuals, engineers and contractors in handling the latest and most complex environmental law issues, including environmental permitting, water quality and supply, regulation of underground storage tanks, hazardous materials and wastes, Superfund sites, brownflelds redevelopment, landscaping requirements, tree preservation and environmental compliance and enforcement matters. We provide a comprehensive, holistic approach to assess and advise our clients concerning the environmental rules applicable to them and potential environmental liability. In the course of providing professional and legal advice, we serve as a strategic partner in environmental compliance matters to prevent violations which could result in costly enforcement action. In the event a client is subject to an enforcement proceeding, our attorneys have significant experience in handling environmental regulatory compliance and enforcement matters arising from routine facility Inspections, accidental releases, permit violations, tree removal, mangrove alteration and other violations of environmental laws and regulations. We have successfully negotiated numerous settlement agreements concerning corrective action and penalties for violations of environmental regulations and permits. Areas of Expertise in Environmental Law: • Air Quality Regulation • Brownfields Development • Conservation Law And Easements • Defense Of Enforcement Actions • Environmental Auditing • Environmental Compliance • Environmental Due Diligence • Environmental Litigation • Environmental Permitting • Groundwater Regulation • Hazardous Waste Site Cleanups And Remediation • Potential Environmental Liabilities • Real Estate Transactions • Real Property Contamination • Regulatory Compliance Counseling • Reviewing Risk Assessment Reports • Solid And Hazardous Waste • Storm Water Drainage • Underground Storage Tank Closure And Removals • Water And Wastewater Utility Regulation • Water Resources • Water Use / Consumptive Use Permitting • Wetlands Permitting • Wetland Regulation And Mitigation Banking • Clean Air Act • Clean Water Act • Federal And State Endangered Species Acts W ISS SEROTA. HELFMAN° CULE[ER,.MA.0 AT'ri[e CIto8RoAps or 6vswcss GoYERNntuw &-rico Law, • National Environmental Policy Act (NEPA) • Toxics Litigation: CERCLA, RCRA, State Law And Common Law Claims • Water Quality Control Act Examples of the significant matters we have handled include: • Environmental permitting for the construction of Williams Island in Aventura, Florida • Environmental permitting and compliance issues for Fisher Island, Florida • Environmental permitting for Biscayne Landing in North Miami, Florida • Coastal permitting for a multitude of projects in Sunny Isles Beach, Aventura, and Miami Beach, Florida • Environmental permitting and compliance issues for the Related Group of Florida. WEISS SEROT 4. HUMAN AT TR iv3ar. ROADS res i usiKM, GQVkrr.taMB r 4& TIM LAW" Sports and Entertainment Law We have represented sports law and entertainment clients for over 20 years. We represent athletes, entertainers, agents, leagues, a professional sports team, media properties, models, modeling agencies, restaurants and clubs. We have consulted with elght first round draft picks in the NFL draft and have been featured on the NFL League Security Video filmed by NFL Films. This video is shown to every NFL player as counsel on how to avoid the problems and pitfalls of being a celebrity professional athlete, With substantlal experience in negotiating with professional and college sports organizations, we are well qualified to advise on a number of sports -related issues, including: player contracts, agent contracts, endorsement and sponsorship agreements, labor law matters, broadcasting agreements, trademark, copyright and merchandising Issues, as well as general corporate, finance and litigation matters, The group, headed by Alan K. Fertel, Is positioned to represent sports teams, team owners, coaches and Individual athletes in a wide variety of matters. Alan Is the former Chair of the Miami -Dade Sports Commission, a board member of the Miami -Dade Sports Tourism Advisory Committee and is also, the Chair of the Sports Committee of The Florida Bar Entertainment, Arts and Sports Law Section. The group's extensive knowledge of the ownership structures used by professional sports franchises, combined with our experience In establishing public/private coalitions to support sports -related projects, prepares our attorneys to represent owners and Investors In the purchase and sale of sports teams and ownership Interests in such teams, Our experience and clients include the following: • Broadcast agreement negotiations for the Miami Dolphins, Florida Panthers, Miami Marlins and the University of Miami Hurricanes • General counsel to the World Water Skiing Championships, World Series Of Boxing, the National Senior Games, and the Miami -Dade County Special Olympics • Structuring, drafting and negotiating agreements for the acquisition, development, construction, management, lease and use of sports facilities, including the American Airlines Arena and firm client, the Miami Heat • Representation of the Seminole Tribe of Florida, Inc, in the negotiation of a multi-year endorsement Agreement with Chris "Birdman" Andersen of the Miami Heat to serve as the spokesperson for the "Hard Rock" energy drink • Representation of the City of Doral regarding the principal hosting agreement for the 2014 Miss Universe Pageant • Negotiations with the WWE to host and produce WrestleMania 28, including contracts with SunLife Stadium and American Airlines Arena as the venues, title and other sponsorship agreements and related agreements • Former and current professional athletes Including former Miami Dolphin and New York Giant Sam Madison and Former U.S. World Cup goalie Brianna Scurrey against unscrupulous agents and professional advisors • Franchise acquisition, disposition and joint ventures • Securing government incentives for sports facilities as well as structuring, drafting and negotiating related agreements with governmerital and quasi -governmental agencies • Major and minor league affiliations • Marketing, broadcasting, endorsement and sponsorship Issues • Trademark and licensing Issues • Matters involving professional sports leagues, and players associations, including the National Basketball Association, the National Football League, the National Hockey League, Major League Baseball, the Arena Football League, the Professional Golf Association and the Ladles Professional Golf Association • Structuring, drafting and negotiating management and coaching staff contracts • Premises liability defense • Immigration matters • Sports media • Stadium and other venue use agreements • Title and other sponsorships • Team agreements • Talent and hosting agreements • Media and broadcast contracts (television and radio) • Hotel agreements • Concessionaire agreements • Licensing agreements • Security agreements AT THE CItAKDADS or .tMwess, Goveawwr & Tm, LAw Naming rights agreements Corporate governance and board liability for non-profit sports clients Practice site facilities and other use agreements A ADDITIONAL • REPRESENTATION OF PRIVATE TEAMS, CITIES AND LENDERS IN SPORTS AND ENTERTAINMENT FACILITIES KRCL has deep experience representing public and private sector clients in development and finance of sports and entertainment facilities all over North America and abroad. We have represented sports franchise owners, goveni ment entities, investors, properly owners, concessionaires, contractors, sponsors and lenders in every aspect of sports and entertainment facility development through KRCL's Project Finance Group. KRCL's Project Finance Group has an in-depth familiarity with the financing structures, infrastructure development, commercial terms, retention commitments and other essential aspects of these complex P3 transactions through our history of working with not only sports franchise owners and cities, but all of the various players including real estate developers, principal construction and design films, facility management specialists, concessionaires, ticketing agencies, major beverage companies, and parking providers. We have worked on every type of facility from open air stadiums, to enclosed arenas, hybrid stadium/conceit facilities and Speedways along with the appurtenant commercial development and redevelopment agreements that frequently accompany these projects. Our attorneys have represented sports teams, leading institutional lenders and equity investors and municipalities in public-private project financings for a variety of multipurpose venues developed as the home facility of one or more professional sports franchises and adaptable for shows, concerts and other entertainment events. Having represented all major parties to sports and entertainment facility development deals all over the country, our attorneys are uniquely positioned to advise any party on the true needs of the other parties for the development and financing project; what to expect, where potential hurdles may appear and how most expeditiously to overcome and resolve important issues. Just a few recent examples of KRCL's projects include: -Represented the City of Harrison, New Jersey in negotiating the lease and construction of the $100,000,000 MetroStars Soccer Stadium and the $2 billion commercial development surrounding the stadium, home to the New York MetroStars MLS soccer team. -The America Airlines Center in Dallas, Texas. Our firm represented the lenders on closing the construction and long-term financing for the arena. -SBC Park in San Francisco, California. Our Firm was the Counsel for institutional lenders providing construction and long-term financing for ballpark. -NASCAR New York Super Speedway. KRCL represents NASCAR in acquiruig and developing the land in New York and financing the cost of construction through a combination of public and private sources and incentives. -NASCAR Texas Motor Speedway. KRCL represented the City of Fort Worth in negotiating potential tax abatements and tax refund proposals submitted by Texas Motor Speedway in connection with its NASCAR Champion Circuit Races. -$70,000,000 construction loan for Freemen's Wharf Stadium (Leicester City, England), home to the Leicester City Football Club, a U.K. Premier League football (soccer) club. Jill lj� �pr I�J�F II WEISS SEROTA ON ANS - A; COLE & BIERMAN 7 At Tim CRommm op fivswus, GovEgimm &,ri4E LAA, COLE & BIERMAN ' r\r�i,iu Qtcassnssws oi.lwmrss, Govramrhewe & ,ertu [nw Member jhernandez@wsh-law.com 2525 Ponce de Leon Blvd, Suite 700 Coral Gables, Florida 33134 P:(306)854-0800 F: (305) 854-2323 Practice Areas • Business Organization and Transactions • Community Association, Club and Resort Law • Corporate Law • International Group • Real Estate Group Bar Admissions • Florida Education • University of Miami School of Law JD, cum laude, 1996 • University of Florida B.S.B.A., 1987 Joseph M. Hernandez -- Lead Attorney — Real Estate Joe is Chair of our Real Estate Practice Group. Joe's transactional real estate and corporate experience spans over 30 years from his prior career as a real estate and corporate banker throughout his legal career. Joe represents a variety of clients, including real estate developers, financial institutions, private equity firms, high net worth individuals, and public entities in all phases of complex commercial real estate and business transactions. His experience Includes acquisitions, development, financing, leasing, joint ventures, and advising clients In connection with raising capital for real estate projects In the United States, Latin America and the Caribbean. Joe is also an agent for several national title Insurance companies and has handled the resolution of complex title Insurance issues involving real property in the United States, Latin America and the Caribbean. .Joe's representation of banks and other lending Institutions includes lenders providing secured corporate loan transactions, including revolving credit facilities, asset- based lending, and other secured lending facilities. Prior to joining the firm, Joe served as General Counsel for an asset management firm owned by a large private equity firm which managed several luxury high-rise condominium projects. Prior to that, Joe was the head of the real estate practice group at the Miami office of Hogan Lovells and was also a shareholder in the real estate practice group at Greenberg Traurig in Miami. In April of 2017, Joe was elected as a Fellow of the American College of Real Estate Lawyers (ACREL). Joe is active in the community, and was formerly the Chairman of the Board of Junior Achievement of Greater Miami and now serves as a board member, In addition, Joe is an adjunct professor at the University of Miami School of Law and teaches courses in real estate finance In the Real Property Development L.L,M Program, Relevant Experience • Represented a developer in a joint venture with an Institutional equity partner and then the joint venture in the purchase of a development site and development of a luxury condominium project in downtown Miami. • Represented a condominium association in the $82 million sale of the entire condominium under a plan of termination. • Represented a lender In its $1 billion senior mortgage participation and mezzanine loan to a nursing home and health care facilities company. • Represented a large hotel company in the refinancing of $300 million in mortgage financing for a large resort hotel in Orlando, Florida, • Represented a public university In analyzing real estate issues In connection with the donation of a large tract of land located in Puerto Rico to the university for conservation purposes. • Represented a large commercial bank in $110 million corporate and real estate financing to a large commercial grower of foliage and bedding plants COLE & IIERM.AN ` - AT TH9 Cl YMAIA Or 611MUS, GOVERNMENT & ME, LA%v involving over 2,600 acres of real property throughout several states. • Represented Florida East Coast Industries in real estate aspects of $270 million acquisition of Codina Group, Inc,, the largest industrial developer in South Florida, and acquisition of related real estate assets. • Represented developer throughout the purchase, development, and $90 million construction financing of an affordable residential project consisting of a 398 -unit condominium and retail development in the City of Miami. • Represented West LB in a corporate and real estate loan In the aggregate amount of $59 million to a world renown hotel company and its affiliates secured in part by a mortgage on a five star hotel located in Brazil. • Represented a condominium association in the $55 million sale of all of the units and related transactional and litigation. • Represented a condominium association controlled by a bulk owner of the units to terminate the condominium and in related litigation. Awards and Recognitions • "Best Lawyers, Real Estate Law" 2019 • Daily Business Review, Dealmaker of the Year Award, 2015 • Florida Trend Magazine, Florida Legal Elite, 2007 - 2012 Presentations • "South Florida Opportunity Zones", Bisnow, 2/14/2019 • "Building For Resiliency: Strengthening Workforce, Housing and Mitigating Future Risk", Bisnow, Caribbean Hospitality Investment Summit, 8/2018 • "Real Estate Industry, Forecast for 2018", South Florida Association for Financial Professionals (SFAFP), November 2017 • "Trends In South Florida Real Estate", Miami -Dade Legal Support Association, 7/25/2017 • "The Peebles Path to TOD's", Bisnow, 5/11/2017 • "Miami's 2017 Outlook & Forecast Forum" Bisnow, 1/20/2017 Professional Associations and Memberships • Member, Real Property, Probate and Trust Law Section, Florida Bar • Member, Real Property Section, American Bar Association • Member, Real Property Committee, Dade County Bar Association • Junior Achievement of Miami, Former Chairman of the Board and Executive Committee Member, Member of Board of Directors • Greater Miami Chamber of Commerce, Leadership Miami, Class of 2001 • Adjunct Professor, University of Miami Law School, Real Property Development L.L,M. Program Languages • English • Spanish Press Mentions • "High -Rise Developers Discovering Miami's Edgewater Neighborhood", CoStar, 217/2019 • "Joe Hernandez: South Florida's Top Real Estate Law Firms", The Real Deal, 7/11/18 • "Who Pays When It Breaks?" Zlllow, Dec. 1, 2017 • "Brokers Brace for Hurricane Irma's Impact on South Florida's Real Estate Market", The Real Deal, 9/7/2017 • "What Slowdown? Real Estate Lawyers Say They Are Still Busy Despite Market Cooling", Daily Business Review, 5/31/2017 • "Treasury's Targeting of Cash Sales Seen Yielding Little Miami Impact", Miami Today, 4/28/2017 • "All -Cash Real Estate Deals Become Fewer for Multiple Reasons", Miami COLE & BURMAN .....- ATTITF CROiSRCMDS Or 60IN'615, GOVERNMENT & T1 LAW Today, 4/21/2017 • "Feds Renew ID Requirement for South Florida Homebuyers", Sun Sentinel, 2/27/2017 • "Condo Terminators", South Florida Business Journal, 2/13/2017 • "Condo Terminations Expected to Rise as Developers Look to Older Buildings", Daily Business Review, 1/4/2017 • "Dealmakers Weiss Serota Attorney Guides Deal For Brazilian Developer" Dally Business Review 10/26/16 • "H3 Hollywood halts construction and sales at 60% presold" The Real Deal 9/30/16 • "What does federal tracking of luxe homebuyers means for Broward and Palm Beach" The Real Deal 815116 • "Feds Expand Luxury Real Estate Sale Reporting Requirements" Dally Business 7/27/16 • "The big payoff for condo -owners" The Real Deal 4/29/16 • "Sofla's largest construction loans" The Real Deal 4/7/16 • "Brazil's former top Judge hid price he paid for Miami condo" Miami Herald 4/4/16 • "Cash buyers names sought" Sun Sentinel 1/14/16 • "SoFla's Largest Construction Loans," The Real Deal, South Florida Real Estate News, 04/07/16 • "Weiss Serota Arranges $55M Surfside Condo Buyout," Daily Business Review, 11/18/15 • "The Real Deal," South Florida Real Estate News, 11/04/15 • "Miami Could Make Workforce Housing Less Expensive to Build," South Florida Business Journal, 10/20/15 • "Broward Oceanfront Development Site Sold for $34M," South Florida Business Journal, 11/12/14 • "South Florida Law 2014," Legal Leaders, "9/26/14 • "Weiss Serota Trio Tests New Law in Bulk Condo Sale," Dally Business Review, 8/20/14 rlrmm Quas Koms or ts`trsimm, GsaveEtto4twr & "Ew! L,"v i fVllichell A. �lewman A Co-Lead Attorney — Public Private Partnerships Member mbierman@wsh-law.com 2525 Ponce de Leon Blvd, Suite 700 Coral Gables, Florida 33134 P:(305)854-0800 F: (305) 854-2323 Practice Areas • Public Private Partnerships • Public Contracts/Infrastructure • Public Transportation Law • Airports and Aviation Law • Airports and Aviation Service Government • Affairs and Procurement Government • Affairs and Procurement Group • Special Counsel to Government • Sports and Entertainment Law Bar Admissions • Florida, 1990 • U.S. District Court, Southern District of Florida, 1990 • U.S. Court of Appeals, 11th Circuit, 1990 Education • New York University School of Law JD, 1989 • George Washington University BA, Philosophy, 1986 Honors: Dean's List • Law Review: New York University Review of Law and Social Change, Note and Comment Editor, 1988 - 1989 Mitch Bierman is the Miami -Dade Office Managing Director. Mitch specializes in Public Private Partnerships and government affairs and administrative law matters for government entities and major international companies in the transportation, environmental and solid waste, and engineering and construction, and arts and entertainment industries. His work Includes negotiating large public contracts, public private partnerships, public infrastructure Improvements and affordable housing developments as well as advocating for Industry clients on legislative Issues affecting their Industries. Mitch's skills and relationships were developed during his government career in which he served as Assistant Dade County Attorney from 1990 to 1996. He continues to serve government as the current Town Attorney for the Town of Cutler Bay and the Village Attorney for the Village of Pinecrest in Miami -Dade County, and he provides key expertise to many of the firm's other government clients on particular matters. Mitch chairs our Airports and Aviation Services Group which is a special practice In airport law representing airports and airport -related business including airlines, cargo carriers, car rental companies, airport concessionaires, consultants and construction and engineering firms. Prior to joining us, Mitch was counsel to Miami International Airport and he has nearly 20 years of experience in airport development and finance, airline negotiations, airport concessions, and land leasing and development. Significant Matters • Assisted private passenger rail operator in negotiation of proposed lease and development agreement for mixed-use rall station project at Orlando Airport. • Worked with world's largest infrastructure development and engineering firm to negotiate environmental remediation agreement with Miami Dade County for $150 Million. • Representation of major Internet of Things (IOT) innovator in smart city improvement offer to major city. • Representing Miami Dade municipality in P3/P4 financing and development agreements for transformative transit -oriented, mixed- use development with over $200 Million worth of transactions, • Past representation Ultra Music Festival during key period in Its relationship with City of Miami and Bayfront Park Management Trust.\ • Ongoing Pro Bono representation of Perez Art Museum Miami from the inception of the plan to erect the museum in Museum Park through the present, • Represented government of St, Lucia in P3 deal to develop new airport terminal at Henowarra International Airport. • Represents Informa, international exhibition company In connection with relocation of Miami International Yacht Show to downtown Miami along with other new major shows. Successfully represented Skanska Construction in $90 million public hospital construction contract. • Representation of one of the world's largest rail car manufacturer In negotiation of $400 million railcar refurbishment project. • Representation of Cubic Transportation Systems in connection with regional transportation authority request for proposals to provide smart card program for region and constituent local transit authorities. WEISS S .ROTA. H FMAN AT THE CRMROADF or OvsFacss, Govetwhu NT & Tur I.Aw • Representation of world -renown fashion designer in lease and development agreement with government to relocate Fashion Company headquarters to Miami with educational component. • Numerous P3 Transit Oriented Development lease and development agreements with local government in South Florida including mixed use, retail, healthcare, affordable and market rate housing, public space, office, institutional space and art and culture. • Representation of government and private sector parties in numerous unsolicited offers and P3 Infrastructure and privatization proposals including but not limited to public transportation, arts, sports and entertainment facilities, affordable and ALF housing, government service facilities, water and sewer projects, sustainability improvements and recreational amenities. Awards and Recognitions AV Rated • "Most Effective Lawyer,"South Florida Daily Business Review, 2008 • "Top Lawyer,"South Florida Legal Guide, 2004 - 2011, 2013 -present • "Legal Elite,"Florida Trend 2005 - 2011 • "Best of the Bar,"South Florida Business Journal • "Best Lawyers - Government Relations Practice," 2012-2019 • "Best Lawyers in America, " 2012-2017 • "Super Lawyers", 2017-2018 • 'Power Leaders in Law & Accounting, " South Florida Business Journal 2016-2017 Professional Associations and Memberships • Immediate Past Chair, Greater Miami Chamber of Commerce, Transportation Committee • Chair Greater Miami Chamber of Commerce New World/Building Smarter Communities Committee • Founding Member, Eugene P. Spellman Chapter of the American Inns of Court • Secretary of Board of Trustees, Perez Art Museum Miami • Member, Miami -Dade Cultural Affairs Council Press Mentions • "City swap, three -tower development on Miami River cast adrift", Miami Today, May 15, 2018 • "Budget Gaps, Backlogs Spur States To Tap More P3 Opps", Law360, May 15, 2018 • "Naked Performer on the Roof? No Problem. But Disabled Man's Graffiti Work Gets Fined", Miami Herald, 3/8/2018 • "About Trump's New Thinking on Infrastructure Investment", GlobeSt.com, 10/17/2017 • "Leaders in Multiple Fields Drive Miami Transportation Ahead", Miami Today, June 2, 2017 • "Grain's Miami: Mitchell Bierman", Cralns Miami, 5/26/2017 • "On The Brink of Change", Miami Herald, 5/16/2017 • "Chamber, Asking Members if They Ride Transit, Cites Progress", Miami Today, May 4, 2017 • "Brightline, S, Fla. Poised to Benefit from Trump's $1 Trillion Infrastructure Plan", SFBJ, 3/20/2017 • "Much is Riding on Brightline's Debut", SFBJ, 2/6/2017 • "Congestion Likely to Dominate'17", Miami Today, 1/26/2017 • "Mitch Bierman quoted on Miami Transit Day in South Florida Business Journal", SFBJ, 12/12/2016 • "Brickell is Growing Quickly -But Into What?", The Miami Herald, 12/5/2016 •"Smart Transportation: The Era of Smart Transportation Services Has Arrived As Technology Is Changing The Way Mass Transit Works" Transportation & Logistics International 10/17/16 WEISS SER-OTA. HELFMAN AT 111V COLEtJP SIBIERMrA�TFik I.nly "Quality -Of -Life Investments Yield Economic Development Gains" Daily • Business Review 5/16/16 "South Florida's Gridlock Impacts Workers, Businesses and Tourism" South Florida Business Journal 4/20/16 • "How Latin America kicks our ass on transit" The New Tropic 2/3/16 "Quick Transportation Fixes Blended With Long -Term Upgrades" Miami • Today 1/28/16 "Traffic Glut Shifts Transit -Oriented Projects Into High Gear" Miaml Today 12/16/15 "Single -Source Financing for Transportation Called Outmoded" Miami Today 10/30/15 • "Intelligent technology will change how we use mass transit" Miami Herald 9/9/15 • "No Way Out: For Drivers Caught in Gridlock, Little Relief Down The Road" Miami Herald 5/18/15 • "Grow America Act Could Fuel Highways" Miami Today 5/7/15 • "The Edge" South Florida Executive Magazine 7/1/14 • "2014 Top Lawyers," South Florida Legal Guide, 1/1/14 • "Pinecrest Hires New Village Attorney," Miami Herald, 9/5/13 • "2012 Top Lawyers," South Florida Legal Guide, 2/1/12 • "Nationally -Recognized Charter School Hopes to Open in Cutler Bay," Miami Herald, 12/15/11 • "Cutler Bay On Track for New High School," Miami Herald, 9/23/11 • "Miami's Most Effective Lawyers," Miami Daily Business Review, 2008 Presentations • "Annexation/incorporation", Miami -Dade County League of Cities March Meeting in Cutler Bay • "Transportation Issues in South Florida", WIOD Radio — The Brian Mudd Show, November 2017 • "Our region's mobility challenges and opportunities", HNTB THINK Infrastructure Forum, 7/13/2017 • "Easy 93's Community Connection", Radio show, 7/9/2017 WEISS SE110TA HELFMAN COLE & B i E R.Iyt AN AT rrEr okossimms sir 5tjswss% (30VP1kNMLNr & nus LAW Of Counsel Ahsu@wsh-Law,com 1200 N. Federal Highway Suite 312 Boca Raton, FL 33432 P: 561-835-2111 F: 954-764-7770 Practice Areas • Appellate Law • Business Dispute Litigation • Business Organization and Transactions • Constitutional Law • Construction Law • Corporate Law • Employment Litigation and Arbitration • Hospitality Law • International Group • Labor and Employment Law • Litigation • Special Districts Education • University of Florida 2002 • Nova Southeastern University Shepard Broad Law School 2008 Alen H. Hsu — Contract Law Alen Hsu Is a problem solver and dealmaker. He represents a diverse clientele of individual, start-up, and large multinational companies on a wide range of complex transactional and litigation matters. Alen specializes in real estate and business law, and has represented domestic and multinational clients In the acquisition, financing, leasing and sale of commercial property and businesses Including shopping centers, hotels, restaurants, gas stations, and medical equipment, promotional goods, and technology companies. Alen also maintains an active and diverse litigation practice involving, amongst other things, business, real estate, construction, labor and employment, commercial landlord -tenant, and class action defense. He has successfully served as counsel on a number of multimiilion-dollar litigation matters in state and federal courts and arbitrations, including appeals, on matters arising from varied state and federal laws. Alen Is conversational in Mandarin Chinese and with his broad experience in both complex transactional and litigation matters, he provides unparallel strategic guidance and legal representation to the firm's domestic and international clients. Alen has received numerous accolades for his legal work and Involvement in the South Florida community. In 2016, he received the Legal Advisor of the Year Award from Sterling 5, Inc, for his strategic counseling of start-up companies and small to mid-sized businesses. He has also been recognized by Florida Super Lawyers as a'Rising Star" in Business Litigation since 2015. In 2016, Alen was selected to join a select group of attorneys to participate in The Florida Bar Leadership Academy. In 2017, Alen was selected to serve on the committee of The Florida Bar Journal and The Florida Bar News Editorial Board, and currently serves on the executive committee. Most recently, he was elected as Vice President of Membership of the National Asian Pacific American Bar Association, a prominent organization that represents the Interests of 50,000 attorneys and more than 80 national, state, and local Asian Pacific American bar associations. Alen obtained his Bachelor's degree in business management from the University of Florida. While at the University of Florida, he completed a foreign study program on Elizabethan England and William Shakespeare at Cambridge University, England. He went on to receive his law degree from Nova Southeastern University. Representative Matters • Represented Butters Realty and Butters Construction and Development with negotiating and handling of commercial lease and construction matters, • Represented borrower in negotiation of loan documents for a $36 mezzanine loan for the development and completion of a condominium, • Represented multinational businesses with preparation of licensing agreements, employee handbooks and agreements, and non -competes and non -disclosure agreements. • Represented multiple restaurants and international businesses in negotiating commercial lease agreements and contracts for acquisition and sale of business. • Represented multi-million dollar construction company in the negotiation of a closeout agreement with self -storage company and publicly traded real estate Investment trust. • Represented million -dollar beverage insulator company in the preparation and negotiation of documents for the sale of its business, real estate, and Intellectual property. • Served as outside general counsel for a multi-million dollar watch company and a start-up medical supply company. WEISS SEROTA HELF.MA.N COLE & BIERMAN ... AT THE CatWsnet US OF RISINrss GOVERNMONr & TM LAw • Successfully negotiated a favorable settlement on behalf of a national football league player against a Fair Labor Standards Act claim. • Successfully defended developer of multimillion dollar condominium against claims of fraudulent inducement in which plaintiff sought $6 million dollars damages. • Successfully represented co-owner of international energy drink company seeking corporate dissolution under Florida's Business Corporations Act. • Successfully defended homeowner against claims of fraud, violations of Florida Deceptive and Unfair Trade Practices Act, and breach of contract, in which plaintiff sought more than $3 million in damages. • Successfully represented homeowner in construction defect matter that resulted in a half million -dollar award to homeowner, along with an award of fees and costs. • Successfully represented commercial property manager in landlord -tenant action against a tenant/corporation's individual officers for accelerated rent. • Successfully defended aviation company against claims for breach of contract and injunctive relief. • Successfully defended creditor in bankruptcy adversarial proceeding in which the trustee sought in excess of $12 million in purported fraudulent transfers. • Successfully defended health Insurance company in anti-trust matter in which plaintiffs sought in excess of $300 million in damages, • Successfully defended healthcare financial company against claims of fraud, civil conspiracy, and Florida Deceptive and Unfair Trade Practices Act violations, in which plaintiff sought more than $15 million in damages. • Successfully defended multiple financial institutions on appeal in Florida's Second, Fourth, and Fifth District Courts of Appeal. • Successfully defended pharmaceutical marketing company against a putative class action arising under the Telephone Consumer Protection Act putative class action. Professional Associations • Florida Bar Leadership Academy, Class IV, 2016-2017 • Florida Bar Journal and Florida Bar News Editorial Board, 2017 -present o Committee Member, July 2017 -July 2018 o Executive Committee Member, July 2018 -present • National Asian Pacific American Bar Association, 2012 -present o Vice President of Membership, November 2018 -present o Alternate Southeast Regional Governor, 2016-2018 • Asian Pacific American Bar Association of South Florida, 2008 -present o President, 2015-2016 o President -Elect, 2014-2015 o Vice President of Membership, 2012-2014 • North Springs Improvement District, 2016 -present . o Board of Supervisors, 2016 -present • National Filipino American Bar Association, July 2018 -present • Caribbean Bar Association, 2016 -present • Broward County Bar Association, 2016 -present • Federal Bar Association, 2016 -present Awards and Recognitions • "Florida Rising Star" in Business Litigation, Florida SuperLawyers, 2015 -present • "Legal Advisor of the Year", Sterling 5, 2016 Published Works • "Courts Dial Back Autodialer Definition Following 'ACA International"', The Legal Inteiiigencer, July 23, 2018 • "Fla. Appeals Court Resets Clock on Successive Foreclosures," Law360, April 20, 2016 W ISS SEROTA. HELFMA COLE & BIERMAN A,r i,m. QkosmoAwor 4trsrraxss..Gbvrrkrarcrr r & rtsu LAW Associate llarangoOa,wsh- law.com 2525 Ponce de Leon Blvd. Suite 700 Coral Gables, Florida 33134 P:(305)854-0800 F: (305) 854-2323 Practice Areas • Municipal Government Law Ear Admissions • Florida Bar, 2007 Education • Juris Doctorate (2006), St. Thomas University School of Law ® Bachelor of Arts (2001), Florida State University Jose L. Arango — Sustainable Development/Building Code Compliance Jose L. Arango focuses on Local Government Division where he focuses on code enforcement, building code and general government law, Prior to joining the Firm, Jose served as an Assistant City Attorney with the City of Miami where he worked In the divisions of General Government, Land Use and Transactional and General Litigation, Jose's extensive knowledge of the City of Miami Code and Zoning Ordinance ensures that Code compliance is achieved throughout all stages of a project's planning and development. Jose also has extensive experience in drafting legislation and amendments to municipal codes, drafting legal opinions for municipalities, drafting municipal contracts Including land use agreements and professional service agreements. Jose also served as counsel for the Emergency Operations Center for the City of Miaml, E:K" Ar Mt Qkosmw os Cil, DWSMUS, tAMANWNT & TIM ALV Partner afertel@wsh-law.com 2526 Ponce de Leon Blvd. Suite 700 Coral Gables, Florida 33134 P:(305)854-0800 F: (305) 854-2323 Practice Areas • Business Dispute Litigation • Family and Matrimonial Law • Litigation Division • Sports and Entertainment Law Bar Admissions • Florida, 1984 • New Jersey • U.S. District Court Middle and Southern Districts of Florida • Eleventh Circuit Education • J,D„ University of Miami School of Law, 1984. Alan K. Fertel — Sports Law Alan K. Fertel is the chair of our firm's Sports and Entertainment division. He is presently is a Member of the Miami Dade Sports Tourism Advisory Committee; is the former chair of the Miami Dade Sports Commission and also serves as a Member of the Executive'Committee Member of the Entertainment, Arts and Sports Law Section of the Florida Bar where he chairs the Bar's Sports Law divlsion.Mr. Fertel has been active In Miami's Sports and Entertainment community for the last 20 years and has worked with all of the key figures in the Miami Dade Florida sports community. During his tenure with the Miami Dade Sports Commission, Mr. Fertel was integrally Involved In bringing WrestleMania to Miami Dade County In 2012. He currently represents world-class athletes, Sports Executives, Coaches and Athletic Directors with their contracts, endorsement deals and in protecting their interests in their professional and personal lives. Mr. Fertel Is also an aggressive and effective civil litigator and he uses those skills to negotiate for, represent and counsel the firm's sports and entertainment clients. He has been involved in representing clients from Spain, South, Central and Latin America and has a strong interest In International Trade. Having traveled throughout the regions and representing multinational clients, Alan has expanded his Sports and Entertainment practice internationally, Recently, Alan was Instrumental In negotiating licensing agreements with Sevilla F.C., a premier Spanish "La Liga" Professional Soccer Team to expand their brand to the United States, Sevilla FC is prepared to open youth soccer academies through Florida and the United States and to market merchandise and to compete in "friendly" soccer matches. Mr. Fertel will also be representing Sevilla FC In their efforts to break into the United States soccer market. Mr. Fertel seeks to bring multiple business opportunities to the United States, as a result, of his international business connections, Having lived in Miami for the last 37 years, Alan has watched, attentively, the compelling Issues that concern the Cuban Trade Embargo and its impact on the Nation of Cuba as well as on the many Cubans living in the Miami/South Florida area. As the Embargo has been lifted, Alan has concentrated his efforts on placing his clients in the proper position to attempt to penetrate the Cuban market. He has met with several high-ranking Legislators, lobbyists, lawyers, bankers and businessmen In order to properly position his clients to enter this emerging market. Alan seeks to bring multiple business and sports opportunities to Cuba from the United States. In addition to his litigation and international business practices, Alan Is also an accomplished and experienced sports and entertainment lawyer. He has represented many Individuals and entities in this capacity, from athletes and entertainers to coaches, athletic directors, teams, agents, leagues, radio stations, models, modeling agencies, restaurants and clubs, He utilizes his wide range of skills to assist, counsel and advise his clients. Alan has consulted with eight first round draft picks in the NFL draft and has been featured on the NFL League Security Video filmed by NFL Films, shown to every NFL player as counsel on how to avoid the problems and pitfalls of being a celebrity professional athlete. He negotiated the Principal Hosting Agreement for the 2014 Miss Universe Pageant and has negotiated broadcast agreements with the Miami Marlins, Miami Dolphins, Florida Panthers, and the University of Miami Hurricanes, He has acted as counsel to the Mlaml-Dade Special Olympics, World Series of Boxing, the National Senior Games and the World Water Skiing Championships. He is a frequent speaker and lecturer at sports and entertainment law seminars throughout Florida, the United States and Latin America. He has been asked to speak to law school, college and high school students and student athletes on various legal and ethical Issues. Alan gives his time and efforts to various charitable and civil causes. He was the Chair and a member of the Board of Directors of the Miami -Dade Sports Commission, as well as a member of the Greater Miami Sports Tourism Advisory Committee, In addition, Alan Is a member of the Executive Committee of The Miami -Dade County Special Olympics, a member of The St. Thomas University Business School Advisory Council, a member of the Executive Council of the Entertainment, Arts and Sports Law Section of the Florida Bar where WEIS.S SMO TA HELFMAN COLE & BIERMAN (:iaas ROAns car BUTIKSSs GOVERNME r & Tau; Um he is the Chair of the Sports Committee, and a member of the Lawyers Alliance of the Council for Educational Change. Mr. Fertel has been recognized as one of South Florida's top lawyers by the South Florida Legal Guide since 2003. He is AV® rated by Martindale- Hubbell, its highest rating, and has been recognized as one of Florida's top attorneys by Florida Super Lawyers every year since 2006. He has been named to Legal Elite by Florida Trend Magazine as one of Florida's top civil trial lawyers and one of The Best lawyers in America. Memberships • The Florida Bar • The New Jersey Bar • Greater Miami Sports Tourism Advisory Committee, Member of Board of Directors • Miami -Dade County Special Olympics Executive Committee, Member St. Thomas University Business School, Dean's Advisory Council . • St. Thomas University Athletic/Sports Administration Board, Member Entertainment Arts and Sports Law Section of the Florida Bar, Executive Council and Chair of the Sports Committee • Lawyers Alliance of the Council for Educational Change Awards • Super Lawyers - 2018 Best Lawyers in America • "Top Lawyers", South Florida Legal Guide • Special Olympics Volunteer of the Year Presentations • "Lawyering in the Modern Environment", Nova Southeastern Broad Shepard College of Law Sports and Entertainment Law Symposium, 2017 • "World of Music, Film, Television and Sports", University of Miami at the International Legal Symposium, 2017 Press Mentions • "Urban Meyer Controversy", WQAM 560, Alex Donno Show • "Urban Meyer Controversy", WIOD 610, Brian Mudd Show • "Strings Attached" for Both Parties In Jamels Winston Settlement, Daily Business Review, 12/19/2016 • "Does Character Matter In The NFL?" Miami Herald4/30/15 • "2014 Top Lawyers," South Florida Legal Guide, 111/14 • "On the Move," The Florida Bar News, 12/01/13 • "People on the Move," South Florida Business Journal, 11/22/13 Kane Coleman COLE &BIERMAN AT IME CROSSROADS OR BUSINESS. GOVERNMENT & THE I.AW Director Contact caster@krcl.com Thanksgiving Tower 1601 Elm Street Suite 3700 Dallas, Texas 75201 DIRECT 214-777-4266 MAIN 214-777-4200 FAX 214-777-4299 Charles E. ,Aster — Sports Facility Specialist Charles Aster, a director of the Firm, practices in the Business Section with a concentration in the real estate, finance, sports stadium development and China practices. He has a diverse real estate practice which includes not only working closely on the development and financing of a number of premier stadiums and arenas across America, but also spending almost 35 years specializing in the acquisition, ground leasing, construction, financing, leasing and sales of major office buildings, hotel groups and hotel projects, apartment complexes and shopping centers throughout the United States. Charles has also worked with many foreign investors and foreign institutions on acquiring and financing many major office, retail, hotel, and residential projects throughout North America. He heads the Firm's China Practice Group which represents American clients investing in and transacting business with China and Chinese clients doing business in the United States. The China Practice includes purchasing real estate in China, buying or building manufacturing facilities in China, importing and exporting goods to and from China and representing Chinese entities in transactions in the United States. Charles also heads the Firm's separate Sports Stadium practice and mortgage lending practice in both mortgages backed securitized conduit loans and purchasing and selling large mortgage loan pools from and to government agencies and private financial institutions. Experience Stadiums and Arenas $220,000,000 construction loan for American Airlines Center, home to the Dallas Mavericks NBA basketball team and the Dallas Stars NHL hockey team. $170,000,000 construction loan for SBC Park, home to the San Francisco Giants MLB baseball team. $156,000,000 construction loan for Petco Park, home to the San Diego Padres MLB baseball team. Represented International Speedway Corporation, as developer, in negotiating the land acquisition and construction of a major new NASCAR Raceway and surrounding ng commercial development in the New York -New Jersey -Connecticut area. Represented the City of Harrison, New Jersey in negotiating the lease and construction of the $100,000,000 MetroStars Soccer Stadium and the $2 billion commercial development surrounding the stadium, home to the New York MetroStars MLS soccer team. $70,000,000 construction loan for Freemen's Wharf Stadium (Leicester City, England), home to the Leicester City Football Club, a U.K, Premier League football (soccer) chub. Representing the City of Fort Worth, Texas in negotiating potential tax abatements and/or refiunds in connection with the 200,000 seat Texas Motor Speedway for NASCAR Champion Series Races. ADDITIONAL RESOURCES W E& GERN ANCOLMA 1 Ar free Cwssimos or nusmrss, CoveaxmrNT & me IAw t1r 'rM. Odcss;�mnw csr RusrNrss, GtevettNUuror & THE Lrwi Founding Member rweiss@wsh-law,com 200 E, Broward Blvd, Suite 1900 Fort Lauderdale, Florida 33301 P: (954) 763-4242 F: (954) 764 7770 Practice Areas • Airports and Aviation Service Group • Government Affairs and Procurement Group • Labor and Employment Law Group • Local Counsel Representation • Municipal Government Law • Not -for -Profit and Quasi -Governmental Entities • Public Finance Practice Group • Special Districts • Sports and Entertainment Law • Transportation Law Bar Admissions • Florida, 1977 Edlucation • Tulane University Law School JD, 1977 • Tulane University BA, 1974 Richard Jay Weiss- Public Private Partnerships Richard focuses his practice on governmental and municipal law advice and guidance to both private sector and public sector clients. He currently provides services to companies such as American Airlines, the Hertz Corporation and the Miami Heat basketball franchise. Since 1991, he has served as City Attorney for nearly a dozen South Florida cities and special counsel and labor counsel to many more. Prior to joining the firm, he served for seven years as an Assistant County Attorney for Miami -Dade County. Richard's extensive experience includes Iltigation In both the State and Federal trial and appellate courts. In recent years, he has authored charters for many newly -created cities. He was an adjunct professor in the Department of Public Administration at Florida International University and Is currently writing a textbook on Florida local government law, He is the author of numerous publications regarding dispute resolution and arbitration and is a frequent speaker on municipal law topics to groups such as the American Arbitration Association, the Florida Association of Police Legal Advisors, the Florida Public Employer Relations Association and the Florida Association of Municipal Attorneys, Professional/Civic Activities • Broward County Charter Review Commission, 2000, 2006 • Broward County Planning Council Chairman, 1995-2002 • Town of Miami Lakes Charter Commission, 2000 • Make -A -Wish Foundation of Southern Florida Advisory Board, 1999 • Mlaml-Dade County Mayor's Ad Hoc Charter Review Committee, 1997 • City of Aventura Charter Commission Attorney, 1995 • Indian Trace Charter Steering Committee, 1995 • Dade County Public Health Trust Trustee, 1989-1993 • Jackson Memorial Foundation Chairman, 1989-1993 • Haven Center (Home for Disabled) Director, 1978-1988 • Affiliate Outreach Project Director, 1986 Awards and Recognitions • "2017 Claude Pepper Outstanding Government Lawyer Award", Florida Bar 2017 • "Best Lawyers in America", Best Lawyers 2017 • "Top Lawyers", South Florida Legal Guide 2013 - present • "Best Lawyers, Government Affairs", Best Lawyers 2015-2019 • "Super Lawyers", Super Lawyers 2015 - 2018 • AV Rated • Top 11% of Lawyers in South Florida, South Florida Legal Guide, 2002 -present • "Legal Elite," Florida Trend Magazine, 2004 -present • "Best of the Bar," South Florida Business Journal, 2004 • "Florida SuperLawyer," Florida SuperLawyers, 2007 -present • "Miami Best Lawyers Government Relations Practice Lawyer of the Year," Best Lawyers, 2012 Publications • "Resolving Disputes: An Alternate Approach," Chicago, Illinois ABA Press, 1983 (co-author) • "Dispute Settlement: Tremendous Opportunity," The Barrister, Spring, 1982 • "Resolving Disputes: An Alternate Approach," Miami -Dade County Bar Journal, 1982 Professional Associations w Union Bank of Florida Director, 2000-2005 0 Broward County Professional Fire Administrators Association Advisory Labor 'WEISS SEROTA HEUMAN COLE & BIERMAI AT THE CncsWMAOs Of I MJNUS, GOVERNMENT & THE LAW Counsel, 1995-2000 • South Florida Chapter, international Personnel Management Association General Counsel, 1993-2000 • Florida International University, Department of Public Administration, Adjunct Professor, 1991-1999 • Steering Committee Chairman, Florida International University Institute of Government, 1991-1999 • Labor Law Committee Co -Chairperson, The Florida Bar, Local Government Section, 1989-1990 • American Bar Association Director, Young Lawyers Division, 1985-1986 • American Bar Association Chairman, Young Lawyers Division, Alternate Dispute Committee, 1981-1982 • American Bar Association Committee Chairman, Young Lawyers Division, National Community Law Week, 1981 • Stetson University Governmental Law Symposium Editor, 1977-1979 Press Mentions • "Landing and Keeping Government Legal Work: How About a Sports Podcast?", DBR, 7/31/18 • "2014 Top Lawyers," South Florida Legal Guide, 1/1/14 • "23 Apply to be Miami's City Attorney in First Nine Days, June Selection Due ," Miami Today, 4/4/13 • "Bal Harbour May Buy Bank Property," Miami Herald, 11/15/12 • "2012 Top Lawyers," South Florida Legal Guide, 2/1/12 • "Homestead Baseball Stadium Gets New Owner and Name," South Florida Business Journal, 11/18/11 • "BestLawyers Names Richard Weiss 'Miami Best Lawyers, Government Relations Practice, Lawyer of the Year 2012'," CityBizList South Florida, 10/25/11 • "What's On Your [Desk?" Lawyers USA, August 2011 • "Law Office Holds Essay Contest for Local High School Students," South Dade News Leader, 4/15/11 • "Essay Contest for Students," ByTheSeaFuture, 4/15/11 • "WTVJ-NBC v. Shehadeh," Leagle, 3/9/11 • "High School Seniors: $1,000 Can Be Yours]" Newsday Tuesday, 4/12/11 • "Twelve Weiss Serota Helfman Cole Bierman & Popok, P.L. Lawyers Named to Prestigious Super Lawyers Guide,".dBusinessNews, 7/2109 COLE & BIERMA kr I'M CROS„Yrt4yAM Of, BUMNL5s GOOMMIsNr & ijjrr tANY Partner mkurzman@wsh-law,com 200 E. Broward Blvd, Suite 1900 Fort Lauderdale, Florida 33301 P: (954) 763-4242 F:(954)764-7770 Practice Areas • Affordable Housing • Community Association, Club and Resort Group • Construction Group • Construction Law Bar Admissions • Florida, 1989 • United States District Court for the Southern District of Florida, 1992 • 11th Circuit, 2005 Education • University of Florida, B,A. (1986) • University of Miami School of Law - J,D, (1989) • Honors: Cum Laude Michael J. Kurzman — Construction Law Michael Kurzman heads up our construction law practice group. Mr. Kurzman is board certified by the Florida Bar in Construction Law since 2006 and has 30 years of experience representing owners and developers of large construction projects. Mr. Kurzman has drafted pro -owner construction agreements on projects as large as six hundred million dollars, In addition to contract drafting, Mr. Kurzman's practice also involves addressing construction legal issues during the construction process (delay claims, change order disputes, payment disputes, lien issues and bond Issues). He also handles construction related issues after completion of the Project, involving construction defect claims, design defect claims, construction lien claims and bond claims. By way of a few examples, Mr. Kurzman prepared and negotiated contracts on behalf of a developer client Involving development of 6,000 acres of land In Puerto Rico, where the project involved construction of golf courses, a Four Seasons Resort and home sites. He also prepared and negotiated a contract for construction of two fifty story towers and an amenity building on behalf of a large developer. Mr. Kurzman has also represented many other large developers in the negotiation of construction contracts for large hotel projects in Miami, Fort Lauderdale, Orlando, Las Vegas and the Caribbean. Most of these projects have also Involved post construction agreement project administration, and resolving developing disputes on the projects, Mr. Kurzman has also handled many large construction defect claims on condominium projects and hotel and resort projects, on behalf of the owners or developers, including but not limited to The Acqualina Ocean Resort and Spa in Sunny Isles Beach Florida, the Ritz Carlton Resort and Casino in San Juan Puerto Rico, and the Renaissance Resort and Casino in Curacao, Aside from his private side clients, Mr, Kurzman also represent many municipalities throughout South Florida on their construction related matters, Mr. Kurzman has performed legal work representing the following municipalities on construction related matters: The City of Miramar; The City of Weston; The City of Homestead; The City of Boca Raton; The City of Miami Springs; The City of Doral; The Village of Key Biscayne; and a numberof other municipalities as well, Mr, Kurzman is Board Certified in Construction Law by the Florida Bar and has earned an Individual "AV” rating by Martindale -Hubbell signifying that his peers rank him at the highest level of professional excellence. He has been listed In Florida Trend's Florida Legal Elite as one of the top construction litigation lawyers in Florida, and has been included in Law & Politics Super Lawyers&2007, 2008, 2009, 2010, 2011, 2012, 2013, 2016 Editions for Construction Law. Michael and his family have a long history, in the Construction and Development industry. Michael is a member of the Florida Bar Construction Certification Committee, WEISS SENOTA HELFMAN COLE & BIERM,AN t1T rift CwssaoAiiS Of NSINOS, GGriEWWNr & TIM LAW Certifications Board Certified in Construction Law (The Florida Bar) Kt @_V • "Best Lawyers - Construction Law" 2018, 2019 • "Super Lawyers", Super Lawyers 2017-2019 • "Super Lawyers - South Florida Edition: Construction Law, Law & Politics", 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2016, 2019 • "South Florida's Top Lawyers", The Miami Herald, 2010 • "Florida Legal Elite - Construction Litigation", Florida Trend, 2008 • "AV Rating", Martindale -Hubbell Professional Associations • Member, American Bar Association • Member, Florida State Bar • Member, Dade County Bar Association • Member, Dade County Construction Law Committee • Member, Associated Builders and Contractors • Member, Associated General Contractors, South Florida Chapter Presentations • Advanced Construction Law in Florida, NBI Seminar, April 20, 2004 • Construction Delay Claims in Florida, Lorman Seminar, April 28, 2004 • The Fundamentals of Construction Contracts in Florida: Understanding the Issues, " Standard Contract Forms and How they Differ, Comparing Contract Forms Available and How they Differ, Review Basic Contract Principles, Comparing Contracts for Different Project Delivery Systems" Lorman Seminar, May 20, 2004 • Selected Issues Involving The AIA Documents — How They Affect Rights of Owners, Contractors, Design Professionals And Subcontractors, Lorman Seminar, October 14, 2004 • The Fundamentals Of Construction Contracts: Understanding The Issues In Florida, Lorman Seminar, October 19, 2004 • Advanced Construction Law in Florida, "Project Delivery Methods; Extras and Changes" NBI Seminar, 2005 • Construction Law From Contract to Closeout in Florida, "Bonds and Insurance Provisions; Mechanics' Liens," Lorman Seminar, January 6, 2006 • Construction Delay Claims in Florida, "Bonds and Insurance Provisions; Mechanics' Liens" Lorman Seminar, April 6, 2006 • Change Orders in Florida, "Change Orders" Lorman Seminar, June 1, 2006 • Construction Law From Contract to Closeout in Florida, "Bonds and Insurance; Liens" Lorman Seminar, January 12, 2007 W ISS SER -OTA HLEM.AN CELE SC BIMM.AN° - Ar iifr L:ROS5RQAV$ Gr BVSIN(sS& Govm?JMrNr &,r.m U%iv • AIA Contracts, "Claims and Disputes In AIA Document A201" Lorman Seminar, March 7, 2007 • Resolving Problems and Disputes on Construction Projects, "Taking Action when You Have a Defective Bid; Handling Changes to Job Site Conditions" NBI Seminar, August 7, 2007 • Architect/Engineer Liability and Practice in Florida, "Theories of Liability and Defense" Lorman Seminar, August 22, 2007 Construction Insurance, Bonding and Liens, "Risk Allocation and Dispute Minimization on Complex Construction Projects" Lorman Seminar, November 29, 2007 • Everything a Construction Player Should Know About Insurance, "OCIP/CCIP and Wrap -Up Issues Part I: Program Design and Enrollment Concerns; OCIP/CCIP And Wrap -Up Issues Part ll: Claim Handling Coverage and Defense Concerns" Lorman Seminar, December 4, 2007 • Everything A Construction Player Should Know about Insurance, "Everything a Construction Player Should Know About Insurance" Lorman Seminar, December 14, 2007 • Construction Law From Contract to Closeout in Florida, "Bonds and Insurance Provisions; Construction Liens" Lorman Seminar, January 15, 2008 • AIA Contracts, "Architects Responsibilities; Claims and Disputes Under the AIA Documents" Lorman Seminar, March 7, 2008 • Construction Delay Claims, "Performing Party Delay Damages; Calculation of Owner Delay Damages" Lorman Seminar, May 6, 2008 • Change Orders, "Waiver of Right to Change Orders; Compensatory and Non -Compensatory Change Orders" Lorman Seminar, July 23, 2008 • Everything a Construction Player Should Know About Insurance, "OCIP,CCIP & Wrap -Up Insurance: Issues and Concerns; Interpreting the Insurance Policy and Application for Insurance; Indemnity" Lorman Seminar, December 4, 2008 • The Fundamentals of Construction Contracts: Understanding the Issues, "Bonds and Insurance Provisions; The Florida Construction Lien Lave" Lorman Seminar, -January 14, 2009 • The Fundamentals of Construction Contracts; Understanding the Issues, "Bonds and Insurance Provisions; The Florida Construction Lien Law" Lorman Seminar, July 13, 2010 • The Plaintiff's Perspective -Early Approaches to Resolving Cases, MC Conferences, June 8, 2012 • Mediation -How Not to Mediate a Claim, MC Conferences, June 20, 2013 • Public/Private Construction Partnerships, "Overview in Florida; Moderator", The Seminar Group, March 12, 2014 • Fundamentals of Construction Issues in Florida, "Construction Lien Fundamentals and Hidden Trap sand Treasures In Florida's Construction Lien Law, Lorman Seminar, April 29, 2014 • Titans of the Construction Defect Industry -Mock Trial, MC Conferences, June 26, 2014 • Condominiums: Opportunities & Pitfalls, "Construction Defect Litigation -A Panel Discussion" The Seminar Group, September 23-24, 2014 • Mechanics' Liens in Florida, "Notices and Claims: Preserve and Perfect Your Lien Rights While Avoiding Fatal Defects" NBI Seminar, May 12, 2015 • Aventura Marketing Council for HOA and Condo's, January 29, 2016 • Construction Defects Litigation from A to Z, "Case Law Updates: Rulings that Affect Your World" and "Litigation: Allegations, Defenses and Proving Your Case", NBI Seminar, January 26, 2016 • "5th Annual Construction Law in Florida", The Seminar Group, October 13th & 14th, 2016 • "Construction Defect Claims", 6th Annual Florida Construction Law Seminar, November 2017 ;(. WEiSS S.EROTA � Z. LMAN COLE & BIERMAN AT THE CRO SS1 oras GY BUSINU& Gowimmwr &:'Tm Gate Select Reported Decisions ► CDC Builders, Inc. v. Biltmore -Sevilla Debt Investors, LLC, 151 So. 3d 479, 480-82 (Fla. 3d DCA 2014), reh'g denied (Dec. 9, 2014) • MB Financial Bank, N.A. v. Paragon Mortg, Holdings, LLC, 89 So.3d 917(Fla, 2d DCA 2012) • CDC Builders, Inc, v. Riviera Almeria, LLC, 51 So.3d 510 (Fla. 3d DCA 2010) • Hollub Const, Co. v. Narula, 704 So.2d 689 (Fla. 3d DCA 1997) • Travelers Indem. Co, v. Florida Rock and Sand Co., 682 So.2d 579 (Fla. 3d DCA 1996) Press Mentions • "Newly Filed Miami Bridge Collapse Suit Won't Be The Last", Law360, March 30, 2018 • "See You in Court", The Real Deal, 3/14/2017 • "Work resumes at Hyde, but not Echo Brickell, as investigations into fatal accidents continue" The Real Deal 10/27/16 • "Know Your Lien Rights" Construction Today 7/15/16 • "Swinging Jibs: Trespass on Neighboring Air Space?" Aventura News 7/4/16 • "Crossing the Airspace Line" Construction Today 4/14/16 . AT THE Caana;NIMADS air lierWOM, L"rf YMN-MINT & TIN LAW Partner eschulman@wsh-law.com 2525 Ponce de Leon Blvd, Suite 700 Coral Gables, Florida 33134 P: (305) 854-0800 F: (305) 854-2323 Practice Areas • Environmental Law Group • Government Affairs and Procurement • Land Use and Zoning (Private) • Land Use and Zoning Group (Private) • Real Estate, Land Use and Zoning Litigation • Special Districts • Sustainable Development • Sustainable Development Group Bar Admissions • Florida, 1972 • U.S. District Court, Southern District of Florida, 1973 • U.S. Court of Appeals, 11th Circuit, 1973 • U.S, Supreme Court, 1978 Education • University of Florida Levin College of Law JD, 1972 • University of Florida BS, Journalism, 1969 Clifford A. Schulman —Environ.mental Law For 46 years, Cliff has been practicing In the areas of environmental law, zoning, growth management, subdivision law and land development. His practice area is primarily land use law including zoning, environmental law and comprehensive planning Issues. in these regards, he has represented or presently represents the developers of Biscayne Landing, a 6,000 unit, mixed use development being built on a historic Superfund landfill site in the City of North Miami; The Related Group of Florida; Michael Swerdlow companies; Williams Island, Acqualina, Fisher Island and numerous other hi -rise developments in Miami -Dade County. Cliff has vast experience in the field of Environmental Law and has served as Chairman of the Florida Bar's Committee on Land Use and Environmental Law. Published Works • Co -Author of the Florida Bar Environmental Law Section newsletter in 1979 and 1980 and Editor -in -Chief of the continuing legal education manual • Environmental Regulation and Litigation In Florida (1981 edition.) Co -Authored the chapter entitled "Inverse Condemnation" in Volume 2 of that manual. Certifications and Specialties • Florida Supreme Court Certified CircuitiCivil Mediator • American Arbitration Association Mediator Reported Cases • City of Sunny Isles Beach v. PublIX Super Markets, Inc,, 996 So, 2d 238 (Fla 3rd DCA 2008) • Turnberry Isle Condominium v. Florida Pritiken Center, Inc,, 931 So. 2d 934 (Fla. 3rd DCA 2008) • Coral Gables Youth Center Homeowners Assn, Inc. v, City of Coral Gables , 901 So. 2d 246 (Fla, 3rd DCA 2005) • City of Miami Beach v. East Coastline Development Ltd., 819 So. 2d 898 (Fla. 3rd DCA 2002) • Plnecrest Lakes, Inc, v, Shidel, 802 So. 2d 486 (Fla. 4th DCA 2001) • Fisher Island Holdings, LLC v. Mlaml-Dade County Com'n on Ethics and Public Trust, 748 So. 2d 381 (Fla, 3rd DCA 2000) • Las Olas Tower Co. v, City of Ft, Lauderdale, 742 So. 2d 308, (Fla, 4th DCA 1999) • Las Olas Tower Co. v. City of Ft, Lauderdale, 733 So. 2d 1034 (Fla. 4th DCA 1999) • Metropolitan Dade County v. Blumenthal, 675 So. 2d 598 (Fla. 3rd DCA 1995) • Village of Key Biscayne v. Dade County, 627 So. 2d 1180 (Fla. 3rd DCA 1993) • Sclentiflc Games, Inc, v. Dittler Bros., Inc. 586 So. 2d 1128 (Fla. 1 st DCA 1991) • City Gas Co. of Florida v. Florida Public Services Com'n , 501 So. 2d 580 (Fla, January 5, 1987) • South Florida Citizens For Better Environment, Inc„ v. South Broward County Resource Recovery Project, Inc., 502 So, 2d 9 (Fla. 1 st DCA 1988) • City of Sunrise v. Town of Davie, 472 So. 2d 458 (Fla. June 27, 1985) • Seaboard System R.R., Inc, v. Clemente for and on Behalf of Metropolitan Dade County, 467 So, 2d 348 (Fla. 3rd DCA 1985) • Markham v. Fogg, 458 So, 2d 1122 (Fla. October 18, 1984) • Weisbium v, Dade County, 434 So. 2d 50 (Fla. 3" DCA 1983) • Coral Reef Nurseries, Inc, v, Babcock Co„ 410 So. 2d 648 (Fla. 3rd DCA 1982) • Blausteln v. Weiss, 409 So. 2d 103 (Fla. 4" DCA 1982) WEISS HUMAN COLE & BIERM.AN AT THr CROSSROADS or 9WIN655R (30VE1kN&%K1T & Till I.AiV • Fogg v. Broward County, 397 So. 2d 944 (Fla, 4{" DCA 1981) • Context Development Co., v. Dade County, 374 So. 2d 1143 (Fla. PDCA 1979) • Dade County v. Grossman, 354 So. 2d 131 (Fla. 3rd DCA 1978) • Amster v. Dade County, 332 So. 2d 639 (Fla, 3rd DCA 1978) • Dade County v. Miller, 325 So. 2d 418 (Fla. 3rd DCA 1978) • Metropolitan Dade County v. Fletcher, 311 So. 2d 738 (Fla. 3rd DCA 1975) • Odem v. Construction Trades Qualifying Bd. Of Dade County, 309 So. 2d 622 (Fla. 3rd DCA 1975) • PaineWebber Income Properties Three Ltd. Partnership By and Through Third Income Properties v. Mobil Oil Corp., 916 F.Supp, 1239, M.D.Fla., February 21, 1996 (NO. 92 -1839 -CIV -T-178) • PaineWebber Income Properties Three Ltd, Partnership By and Through Third Income Properties, Inc, v. Mobil Oil Corp., 902 F.Supp. 1514, 26 Envtl. L. Rep. 20,677, M.D.Fla., April 28, 1995 (NO. 92 -1839 -CIV -T -17B) • Rite -Research Improves Environment, Inc. v. Costie, 78 F.R.D. 321, 11 ERC 1379, 11 Envti, L. Rep. 20,928, S.D.Fla., February 21, 1978 (NO. 76-1848-CIV-WMH) • City of North Miami, Florida v. Train, 377 F.Supp. 1264, 6 ERC 1841, S.D.Fla., June 28, 1974 (NO. 74-714-CIV-WM) Awards and Recognitions • "Congressional Tribute", The Honorable Debbie Wasserman Schultz • "Top Lawyers", South Florida Legal Guide 2016, 2017 • "Best Lawyers, Environmental, Land Use and Zoning", Best Lawyers 2015-2019 • "Super Lawyers", Super Lawyers 2006-2018 • "Top Lawyers", South Florida Legal Guide 2015 • Martindale Hubble AV rating • Best Lawyers in America (1989 to date) • Legal 500 US (2007 and 2009) • Who's Who Legal: Florida (2008) • Chambers & Partners USA Guide (2003-2010) • "Top Lawyer" South Florida Legal Guide, 2004-2008, 2010, 2013 -present • "Legal Elite" Florida Trend, 2004-2005 • Best Lawyers South Florida 2011 • Lawyer of the Year (Environmental Law/2011) • Recipient, 2004 Anti -Defamation League's "Torch of Freedom" award • Best Lawyers, 2012-2013 Professional Associations and Memberships • AV rating • Best Lawyers in America (1989 to date) • Legal 500 US (2007 and 2009) • Who's Who Legal: Florida (2008) • Super Lawyers (2006-2010) • Chambers & Partners USA Guide (2003-2010) • "Top Lawyers in South Florida" in the South Florida Legal Guide (2004-2008, 2010) • "Legal Elite" by Florida Trend magazine (2004-2005) • Best Lawyers South Florida 2011 • Lawyer of the Year (Environmental Law/2011) Professional/Civic Activities • Eleventh Judicial Circuit Grievance Committee • Chairman of the Board of Directors, Miami -Dade Urban Debate League • Adjunct Professor, University of Miami Law School, Master Program • Former Member, Executive Council and Chairman, Environmental and Land Use Law Section of the Florida Bar • Chairman of the Board, Executive Committee, Aventura Marketing Council • Recipient, 2004 Anti -Defamation League's "Torch of Freedom" award WEBS, SEROTA, HEL MA.N COLE & BTE MAN h �.... tir 1-m +vrtnssnvtr7s or ttusrNos, faovensnnrwr & rrrr; t.nw Member bschnelder@wsh-law.com 1200 N. Federal Highway Suite 312 Boca Raton, FL 33432 P: (561) 835-2111 F: (954) 764 7770 Practice Areas • Labor and Employment Law • Labor and Employment Law Group • Police Legal Advisement Ear Admissions • Florida, 2005 • New York, 1999 • District of Columbia, 2000 • U.S, District Court, Southern District of Florida, 2005 • U.S. District Court, Middle District of Florida, 2006 • U.S. District Court, Southern District of New York, 2001 • U.S. District Court, Eastern District of New York, 2002 • U.S. District Court, Western District of New York, 2003 • U.S. Court of Appeals, 11th Circuit, 2005 Education George Washington University Law School JD, cum laude, 1999 Journal of International Law & Economics University of Maryland, BA, Government and Politics, with honors, 1996 Honors: Golden Key National Honor Society Brett J. Schneider — Labor Law Brett is the Managing Director of the Firm's Palm Beach Office and chairs the Firm's Labor and Employment Practice Group, Brett Is Board Certified by The Florida Bar in Labor and Employment Law and he represents public and private sector employers in a wide array of labor and employment law matters. For his public sector clients, Brett represents employers in collective bargaining negotiations, labor impasse hearings, unfair labor practice proceedings and labor arbitrations. In the last several years, he has successfully negotiated collective bargaining agreements on behalf of the Cities of Aventura, Bal Harbour, Deerfield Beach, Hallandale Beach, Homestead, Juno Beach, Key Biscayne, Lauderhill and North Miami. Brett recently has handled labor impasse proceedings for the Cities of Deerfield Beach, Hallandale Beach and Surfslde, He also has achieved significant labor arbitration victories for the Cities of Bay Harbor Islands, Boca Raton, Coconut Creek, Deerfield Beach, Golden Beach, Hallandale Beach, Homestead, Key Biscayne, Lauderhill and Miramar. Brett has successfully represented public and private sector employers In all phases of employment litigation, up to and including trial, on matters arising under Federal, State and local employment laws such as Title VII of the Civil Rights Act, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), the Fair Labor Standards Act, the Family and Medical Leave Act (FMLA) and the Florida Civil Rights Act (FCRA). Brett regularly defends employers In wage and hour sults brought under the Fair Labor Standards Act (FLSA) and has successfully navigated a number of employers through Department of Labor Wage & Hour Audits. Brett represents public and private sector employers before Federal, State and local administrative agencies such as the U,S. Equal Employment Opportunity Commission (EEOC), the National Labor Relations Board (NLRB) and the Florida Public Employee's Relations Commission (PERC). In addition, Brett regularly consults with and advises employers on a wide array of human resources issues, Including personnel policies and procedures, discipline and discharge matters, drug and alcohol testing, employee privacy rights and educational and training programs for managers and supervisors, and he has worked closely with employers to ensure that their practices do not run afoul of Federal, state or local law. Brett is certified as a Senior Professional In Human Resources (SPHR) by the HR Certification Institute and as a Senior Certified Professional by the Society for Human Resource Management. Brett regularly lectures throughout Florida on various labor and employment law and human resources matters and has been on the cutting edge with regard to the impact of the legalization of medical marijuana on Florida employers. Prior to joining the Firm, Brett practiced labor and employment law at large national law firms In Washington DC, New York and South Florida. Published Works • "Bills Would Reform Government Pension Plan," South Florida Dally Business Review, March 29, 2011 • "How Employers Can Keep Themselves From Being You -Tubed," Workforce Management, May 11, 2009 • "Acting Affirmative Against Harassment," New York Law Journal Corporate Counsel, February 4, 2002 • "Employee Privacy 2001 A Review for Employers," Lawyer Pilot's Bar Association Journal, Fall, 2001 Professional Associations • Human Resource Association of Broward County, 2008 - present COLE & BIERMAN AT'-rm CitossiLoAns m 15USJWSC , GOVERNMENT & TIM LAW • Past -President, 2015 • President, 2014 • President -Elect, 2013 • Legislative Affairs Director, 2011-2012 • The Cooperative Feeding Program, Board -member, 2010 — 2014 • Jewish Federation of South Palm Beach County, Young Adult Division, Board -member, 2012 - 2014 • University of Maryland South Florida Alumni Association, 2010 — Present • Anti -Defamation League, Glass Leadership Institute, 2008 • Leadership Broward Foundation, Class XXIV, 2005-2006 • South Florida Touchdown Club Foundation, 2005-2006 Board Secretary Reported Cases • Arlstyld v. City of Lauderhill, Case No. 13-12235 (11°i Cir. Oct. 23, 2013) • Amunraptah v. City of Deerfield Beach, 93 So. 3d 1040 (Fla. 4th DCA 2012) • East Coast Karate Studios, Inc. v. LifeStyle Martial Arts, LLC, 65 So. 3d 1127 (Fla. 4th DCA 2011) • World Rentals and Sales, LLC v. Volvo Construction Equipment Rentals, Inc., 517 F.3d 1240 (11"Cir . 2008) • Goldberg v. Chong, 2007 WL 2028792 (S.D. Fla. Jul. 11, 2007) • Kaptan v. Danchig, 796 N,Y.S.2d 706 (N.Y. 2"d Dept,, 2005) Awards and Recognitions • "Legal Elite", Florida Trend, 2018 • "Super Lawyers," 2018 • "AV Preeminent Rating," Martindale -Hubbell, 2017 • 'Power Leaders In Law & Accounting," South Florida Business Journal 2017 • "SHRM Senior Certified Professional (SHRM-SCP);" Society for Human Resources Management, 2015 • Florida Bar Board Certified In Labor and Employment Law, 2013 • "Senior Professional in Human Resources (SPHR)," Human Resources Certification Institute, 2012 • "Florida Rising Star," Florida SuperLawyers, 2011-2013 • "Top Up and Comer," South Florida Legal Guide, 2009 Presentations • "Hiring Practice Compliance Issues", HFTP Gold Coast Chapter, 10/17/18 • "Me Too and Harassment Panel Discussion", Florida Public Human Resources Association, July 2018 • "Sexual Harassment Policies and Training", 2018 Florida Municipal Attorneys Association Annual Conference • "Medical Marijuana and Sexual Harassment in the Workplace", Hospitality Financial and Technology Professionals Gold Coast Educational Breakfast, April 2018 • "2018 HR Insights 2018: HR in a #Metoo World", GMCC, April 2018 • "Employer Drug Testing in the Era of Legal Medical Marijuana", 2018 Connect Business & Leadership Conference • "Minimizing Employer Liability for Sexual Harassment Claims & Employer Drug Testing in the era of Medical Marijuana", HFTP Gold Coast Chapter Educational Breakfast • "Medical Marijuana from the Employer's Prospective", Palm Beach County League of Cities General Membership Meeting • "Medical Marijuana from the Municipal Employer's Perspective", 36th Annual Florida Muncipal Attoneys Association Seminar • "Medical Marijuana and Your City: Facts, Fiction and Moving Forward", Florida League of Cities' Center for Municipal Research & Innovation (CMRI) Sumer Research Symposium • "Drug Alert - Medical Marijuana in the Work Place", 7th Annual TSG Labor & Employment Law Conference "Medical Marijuana and Your City: Facts, Fiction and Moving Forward", FLC MEdIcal Marijuana Symposium "Medical Marijuana from the Municipal Employer's Perspective", Florida Municipal Attorneys Association, July 27, 2017 • "Overcoming the Haze of Medical Marijuana in Florida", Human Resource • Association of Broward County's Legal Seminar, May 11, 2017 "New Medical Marijuana Law", Democratic Professionals Network • "Legislative Changes — Medical Marijuana," International Public Management Association for Human Resources (South Florida Chapter), December 1, 2016 "Overtime Payment Rules & ADA Accommodations," International Public Management Association for Human Resources (South Florida Chapter), September 13, 2016 "New Overtime Rules Mean HR Professionals Will Be Working Overtimelll", Human Resource Association of Broward County, May 6, 2016 • "What Should You Do If Something Pops Up in A Background Check That Makes You Reconsider Hiring Them," Florida Public Human Resources Association, May 4, 2016 • "What You Should Know About Collective Bargaining Before You Get There," Palm Beach Counties League of Cities Newly Elected Officials Workshop, April 27, 2016 • "Legal Considerations in Performance Management," International Public Management Association for Human Resources (South Florida Chapter), April 5, 2016 • "Conducting Harassment Investigations," Florida Public Employer Labor Relations Association, February 23, 2016 • "Issues & Pitfalls Associated with Negotiating & Drafting Employment Contracts for Municipal Officials, what Every City Attorney Needs to Know," Miami -Dade Commission on Ethics & Public Trust Lunch Seminar, February 18, 2016 • "Planning for Employees Social Gatherings," International Public Management Association for Human Resources (South Florida Chapter), September 9, 2015 • "Solving the ADAIFMLA Compliance Mystery," Florida Public Human Resources Association, August 4, 2015 • "EEOC & FLSA Overview," Florida Public Human Resources Association, August 1, 2015 • "What Non -Union Employers Need to Know About the NLRA," Human Resource Association of Broward County, May 1, 2015 • "Medical Marijuana — Workplace Impact," International Public Management Association for Human Resources (South Florida Chapter), April 7, 2015 • "Got Wellness? Labor Relations Trouble & Legal Pitfalls," Florida Public Employer Labor Relations Association, February 9, 2015 • "Newsworthy HR Caselaw," International Public Management Association for Human Resources (South Florida Chapter), December 9, 2014 • "Labor Rights and How They Impact Your Crew," Florida Public Employer Labor Relations Association 39th Annual Training Conference, January 29, 2013 • "Hiring and Terminating Employees in the Current Economy," Fundamentals of Employment Law (Sterling Education Seminar), November 13, 2012 • "FLSAIWage and Hour Critical Issues," Fundamentals of Employment Law (Sterling Education Seminar), November 13, 2012 • "FLSA 101," Florida Public Personnel Association Annual Conference, July 29, 2012 • "Legal Updates," Florida Public Personnel Association Annual Conference, July 29, 2012 • "HR Case Update," International Public Management Association for Human Resources (South Florida Chapter), June 28, 2012 • "Avoiding Liability for overtime under the FLSA," Certipay HR Seminar, May 15, 2012 • "HR Update," International Public Management Association for Human Resources (South Florida Chapter), March 15, 2012 • "EEOC Investigations," Florida Public Employer Labor Relations Association WEISS SEKO A. HEUMAN COLE & BIERMAN ATIHE C1105f VA@S 01VUSI US, GavER MUNI & TIM l.ANV 381hAnnual Training Conference, February 6, 2012 • "What's Up with the Supremes and other Must -Know Legal Developments for HR Professionals," Human Resource Association of Broward County, October 14, 2011 • "Conducting Investigations from A to Z," Florida Public Personnel Association Annual Conference, July 25, 2011 • "How to Effectively Redesign Benefit Plans," Florida Government Finance Officers'Associatlon , June 27, 2011 • "What Constitutes an Enforceable Past Practice," International Public Management Association for Human Resources (South Florida Chapter), May 12, 2011 • "Mandatory vs. Permissive Subjects of Collective Bargaining Negotiations," Florlda Public Employer Labor Relations Association 36th Annual Training Conference, February 9, 2010 • "Labor Relations Update," Miaml-Dade County City Manager's Association Luncheon, November 20, 2009 • "The Specifics of Ricci v. DIStefano," International Public Management Association for Human Resources, South Florida Regional Meeting, August 25, 2009 • "Recent Legal Developments Affecting Florida Public Employers," International Public Management Association for Human Resources (South Florida Chapter), April 28, 2009 • "What is New with Labor Law," Miramar/Pembroke Pines FIR Consortium, April 16, 2009 Press Mentions • "Legal Alert: Paying Police Employees: Eleventh Circuit Rules Certain Prep And Travel Time Is Not Compensable", July 20, 2018 • "Midsize and Small Law Firms Skip the Lockstep Pay Dance", Daily Business Review, 6/20/2018 • "Avoiding an Ageism Suit", Human Resource Executive, April 17, 2018 • "Zero Tolerance: Be Proactive About Sexual Harassment Policies", Construction Today, 2/2018 • "Employers Reinforce Anti -Harassment Policies", Sun Sentinel, 12/10/2017 • "Attorney Brett Schneider Presents at Three Conferences" - (1) 36th Annual Florida Muncipal Attoneys Association Seminar - "Medical Marijuana from the Municipal Employer's Perspective", (2) Florida League of Cities' Center for Municipal Research & Innovation (CMRI) Sumer Research Symposium - "Medical Marijuana and Your City: Facts, Fiction and Moving Forward", (3) 7th Annual TSG Labor & Employment Law Conference - "Drug Alert - Medical Marijuana in the Work Place", Attorney At Law Magazine, 9/1/2017 • "Delivery Dudes expands despite growing pains" Sun Sentinel 811116 • "New OT rules to hit Retail Hospitality Cos. hardest" Law 360 5/19/16 • "Will Gay Weddings Lead to Fewer Domestic Partnership Benefits?," Sun -Sentinel, 1/22/15 • "Medical Marijuana Could Cost Employees Their Jobs," Sun-Sent/nel, 10/30/14 • "News and Notes," The Florida Bar News, 2/1/14 • "Legal People," Daily Business Review,/ /16/14 • "Weiss Serota Helfman Attorney Brett Schneider Becomes Board Certified in Labor & Employment Law," CityBlzList, 6/19/13 • "People on the Move," South Florida Business Journal, 6/19/13 • "People," Daily Business Review, 1/3/13 • "Business Monday: Movers," Miami Herald, 12/31/13 • "People on the Move," South Florida Business Journal, 12126/12 • "News & Notes," The Florida Bar News, 10/1/11 • "Bills Would Reform Government Pension Plans," Daily Business Review, 3/29/11 .......... ISTTHr Cnrssaoma or 15U91racss. & Tuu LA%V Member larango@wsh-law.com 2525 Ponce de Leon Blvd. Suite 700 Coral Gables, Florida 33134 P: (305) 854-0800 F:(305)854-2323 Practice Areas • Capital Improvement, Infrastructure Development & Project Management • Community Redevelopment Agencies (CRA) • Public/Private Transactions (P3) • Real Estate Bar Admissions • Florida, 1989 • U.S. District Court, Southern District of Florida, 1989 Education • University of Miami School of Law JD, cum laude, 1989 • University of Miami BA, cum laude, 1986 • Loyola University of Chicago Rome, Italy Killian M. Arango --Real Estate Law Lily is an accomplished attorney with over 20 years of experience in the areas of real estate and transactional law, municipal and governmental law. She has handled a wide range of complex transactions, including public and public/private real estate negotiations, acquisitions, sales, financing, development, construction and leasing of properties, She has represented municipalities in the procurement, acquisition, development, construction and leasing of properties, including Interlocal agreements between governmental agencies, affordable housing and community redevelopment projects and procurement of public projects. She also provides general representation to municipalities, including transactional and procurement representation. Lily has represented private clients In the acquisition, sale, leasing, financing and development of property, as well as full range of transactional matters, including the formation and regulation of condominiums and homeowners' associations, the formation and maintenance of business entities, including corporations, limited liability companies and partnerships. She also has extensive experience in the examination of title and the resolution of complex title Issues and serves as agent for several title insurance companies. Lily is a native of South Florida and a long-term resident of the City of Coral Gables. Significant Transactions • Successfully represented local municipalities in the acquisition and development of parklands, Including negotiation with other local governments and developers. • Successfully represented local municipality in the acquisition of key cactus preserve and conservation lands and worked with the State of Florida and conservation groups in connection with acquisition and development of the site, • Successfully represented local municipality with respect to the acquisition and financing of a town hall building and community recreational site, Including all Issues pertaining to development and leasing of sites. • Successfully represented local municipalities in the long-term leasing and development of property for charter schools and private hotel development. • Successfully represented community redevelopment agencies and housing authorities In the sale and disposition of property. • Successfully represented municipality in the implementation and development of a utility system, including an interlocal agreement and DBOF procurement process. Professional Associations • Dade County Bar Association • Cuban -American Bar Association (CASA) • Florida Association of Women Lawyers (FAWL) • The Florida Bar • Real Property • Probate and Trust Law Sections Languages • Spanish • Italian WEi5S SEROTA, HEi F.M .► Nr THE Gaily?SSROADS 01 t5txs0415, G OVeHNAM r & 11141,0/ Partner emartos@wsh-law.com 2525 Ponce de Leon Blvd, Suite 700 Coral Gables, Florida 33134 P:(305)854-0800 F: (305) 854-2323 Practice Areas • Affordable Housing • Alcoholic Beverage Practice Group • Code Enforcement • Community Redevelopment Agencies (CRA) • Government Affairs and Procurement Group • Land Use and Zoning • Sustainable Development • Telecom municatlons/Broadband Bar Admissions: • Florida • U.S. District Court for the Middle District of Florida • U.S. District Court for the Northern District of Florida • U.S. District Court for the Southern District of Florida Education: • J.D., Northwestern University School of Law, 2008 o Articles Editor and Member, Journal of Law and Social Policy, 2006-2008 o Pritzker Legal Research Fellow, Fall 2006 Member, Latino Law Students Association Edward ®. Mart®s — Land Use Law Edward assists private clients In a wide range of matters before local and regional governments, The heart of his practice Involves private land development and zoning matters. In this regard, Edward offers his clients cradle -to -grave legal representation. Edward's representation of clients often begins with pre-acquisition due diligence and extends through the permitting and legislative processes required to develop a property, During project development, Edward continues to assist his clients in obtaining the licenses and permits that will be required to operate the property—such licenses and permits Include conditional use permits and liquor licenses among others. For existing projects seeking to renovate, redevelop or find new uses, Edward aids clients in obtaining necessary amendments to their existing approvals and licenses. Edward also defends the owners and operators of existing projects in connection with any code enforcement matters that may arise, In addition to his land development and zoning matters, Edward also leverages his knowledge of local government processes to help clients In government procurement matters. Clients have looked to Edward to help finalize their Initial bid responses to the Initial invitation to bid, to ensure that their response complies with the basic requirements of the Invitation, and to examine competitors' responses for potential flaws and avenues of attack, After their proposal has been filed, Edward represents clients' interest through the various stages of the selection process. Where competitors attempt to drag successful proposers through the mud, or where politics Interfere with the selection process, clients know Edward will roll up his sleeves and hold no punches, Edward's Interest in land development and urban growth has inspired him to develop a concentration on environmental matters. In this regard, Edward's representation extends through the life of a project—from pre-acquisition due diligence, to permitting, and through any enforcement matters that may arise. Professional Associations • Member, Cuban American Bar Association • Member, Dade County Bar Association • Member, Flagler Street Society ("Tropees") • Member, American Society for Public Administration Local Chapter • Graduate, Leadership Miami, 2011-2012 Significant Representations • Member of legal team that represented one of South Florida's largest land developers in connection with is projects throughout Downtown Miami, Brickeli, and Coconut Grove, • Represented top-ranked bidder In the public procurement process for the proposed redevelopment of the Miami Beach Convention Center District. • Represented winning bidder In the public procurement process for the proposed redevelopment of Dinner Key Marina in Miami and the construction of three restaurants at the site. • Member of legal team that represented MAT Concessionaire, LLC and its sponsors, Meridiam Infrastructure Fund and Bouygues Travaux Publics, S.A., In the Port of Miami Tunnel project, one of the first greenfield public-private partnerships In the United States, • Member of legal team that represented Teachers Insurance and Annuity Association of America (TIAA) and Cook Inlet Region, Inc. (CIRI) in a joint -venture with Edison Mission Energy to make investments in wind farms located throughout the United States, Edward's role included conducting due diligence and advising the firm's client with respect to sources of potential environmental liability at each wind farm. • Member of legal team defending Americans with Disability and Fair Housing Act Claims brought against a major national housing provider in federal court, and before state and local anti -discrimination agencies, WEISS SE ROTA. HELFMAN COLE & 13iERMAl AT Tin OtoumAus at, Ousimss, GavotNww & T u I.nw o President, Epicurean Society • M.A., Public Administration, University of Miami, 2005 o Dean's List Recipient, Graduate Award for Excellence in Student Leadership • B.A., Political Science, University of Miami, 2004 • Provost's and Dean's Lists • Secretary and Founding Chapter Member, Pi Sigma Alpha National Political Science Honor Society • Co -Founder and President, Council for Democracy • Co -Founder and Executive Producer, "We, the Students," a televised political talk show • Member, National Society of Collegiate Scholars Languages: • Spanish Articles & Publications • Co -Author, "Citizen Suits Under the Clean Water Act: The Enforcement Wild Card," Stone, Sand and Gravel Revlew, September/October 2012 • Co -Author, "Analysis of the National Environmental Policy Act of 1969 (NEPA)," Florida Environmental and Land Use Law, Florida Bar, 2010-2011 WEISS SFROTA HELFMAN AT TIM CAc UROAQs & �ntv LAW Partner amartinez@wsh-law.com 2525 Ponce de Leon Blvd, Suite 700 Coral Gables, Florida 33134 P:(305)854-0800 F: Practice Areas • Bankruptcy and Creditor's Rights Law • Bankruptcy and Creditor's Rights Group • Community Association, Club and Resort Law • Labor and Employment Law Group • Litigation Division • Florida • New York • Connecticut • U.S, Court of Appeals, 11th Circuit • U.S, District Court, Southern District of New York • U.S. District Court, Southern District of Florida • U.S. District Court, Middle District of Florida Education • Columbia Law School JD • Princeton University AB Aleida Martinez Molina -- Hospitality Law Aleida Martinez -Molina serves as general and special counsel to entities in the hospitality and transportation industry. She has over 20 years of experience representing hotel franchisees of various brands throughout Miami -Dade County, including one currently under development within close proximity to Miami International Airport. Her unique experiences representing Spanish-speaking foreign carriers at MIA during the 1990s led to the development of her hospitality practice. The aviation practice, in turn, stemmed from her exposure to the industry through the plethora of carrier chapter 11 reorganizations during that decade. Ms. Martinez- Molina's experience in complicated reorganizations began while attending law school in New York City's Columbia University, serving as student clerk to the Honorable Burton R. Lifland, Chief Bankruptcy Judge of the S.D.N.Y., as well as her subsequent tenure in the bankruptcy department of Kaye Scholer Fierman Hayes & Handler in New York City. Aleida is bilingual in Spanish and English. She is conversant in Brazilian Portuguese and French, having represented foreign countries, government-owned entities and multi -national corporations throughout her career. Her experience abroad includes working as a translator (French to English) in Belgium. She continues to represent boutique foreign cruise lines and international freight forwarders, among others. Professional/Civic Activities • Legal Services of Greater Miami/Board Member • Human Rights Watch - Mlami/Circle of Friends • Bankruptcy Bar Association, Southern District of Florida • ABA, Cuban American Bar, Dade County Bar • The Villagers Inc./Historic Preservation • American Bar Association Air & Space Law Journal, Former Assistant Editor • Princeton Club of South Florida, Former President • Princeton University Committee To Nominate Alumni Trustees, Former Member • Princeton University, Regional Associations and Careers Committee Former Chair • National Kidney Foundation- Inaugural South Florida Cadillac Golf Invitational Organization Group Member and Sponsor Presentations • "Family Feuds and Chapter 11: What is the Counsel to Do?", American Bar Association Business Law Section Spring Meeting, April 2098 • "Associations and Bankruptcies," Community Association Institute, Secured Lenders Group Arizona, January 2010 • Asociacion de Contadores Publicos Cubanos en el Exilic, Miami, Florida • Featured Speaker for CPA Continuing Education Requirements: 2010-2017 OLE & BIERMAN Ai um QkossaoAos or C3wwtss, Lmv Associate auribe@wsh-law,com 2525 Ponce de Leon Blvd. Suite 700 Coral Gables, Florida 33134 P: 305-854-0800 F: 305-854-2323 Practice Areas • Alcoholic Beverage Practice Group • Environmental Law • Government Affairs and Procurement • Land Use and Zoning Alejandro Uribe — Land Use Law/Alcoholic Beverage Regulation Alejandro is part of the Firm's Land Use and Zoning Group, and Local Government Division. Alex represents private clients in land -use, zoning, and development matters, With the Local Government Division, he represents local governments In a retained counsel capacity. Prior to joining the Firm, Alex worked at the City of Miami's Planning and Zoning Department. There, Alex was a specialized legal assistant to the Office of Zoning, Alex performed research on complex cases investigating possible vested rights for existing non -conforming buildings and non -conforming uses. Beyond special research, Alex was in charge of review and processing of all of the Zoning Office's legal documents connected with the development of real property, Alex streamlined and unified the process required for legal Instrument approval for the Planning and Zoning Department. His work in this area included drafting and designating the form language for covenants, unities of title, and other forms, often corroborating with the City Attorney's Office. Alex was also in charge of administration of the City of Miami's developmental impact fees, Alex oversaw challenges to the City's impact fee ordinance, along with petitions for determination in connection with re -development and deferral of fees for affordable housing. As with the legal Instruments, Alex was responsible for creating the City of Miami's current forms, procedures and requirements with respect to impact fees. During Alex's time in the Planning and Zoning Department, he also administered the City of Miami's highly complex alcoholic beverage ordinance. Alex reviewed all alcoholic beverage service establishment applications and determined compliance with the ordinance. Alex was the Planning and Zoning Department's alcohol sales spokesman and lecturer. He addressed the City of Miami Police Department Vice Unit as well as alcoholic beverage establishment owners with regard to time, place, and manner regulations affecting alcoholic beverage sales. Prior to his work in the City of Miami Planning and Zoning Department, Alex was twice a clerk for the City of Miami City Attorney's Office, totaling almost ten months, At the City Attorney's Office, Alex did work with the litigation division defending the City of Miami against complex and personal injury suits. W C OLEOTAEHMAMAN AT im Cmnsikomm or, DUSIM55, GOWRNMtHT & THE IAV WEISS SEROTA sN . COLE & BIERM..AN AT'1'hlii CROSSROADS C)F BL15tNtiSS, Ca'oV1:CLNMEN'.1' �G' 'C'm., LAW Real Estate Paralegal Millie is a senior real estate paralegal with over 25 years of experience conducting residential and commercial transactions, and has served as a licensed title agent with the State of Florida since 2003. In addition to handling private residential and commercial transactions, she assesses title issues and resolves title defects for various municipal and condemnor clients. Prior to joining the firm, Millie owned a title agency that handled new development and condominium conversions for high-end developers, and construction transactions for various federally related lenders. Her ownership role included daily office administration, marketing, escrow analysis, title examination, and settlement procedures. Millie was a member of various organizations, such as ALTA, that advocate or market the title industry (as well the as South Florida Builders Association, Miami Lakes Chamber of Commerce and the Latin Builders Association). She was a Board Director for the Latin Builders Association, having served two terms from 2005-2007. —T'ife Agent License: State of Florida since 2003. Paralegal Certificate: Florida International University — 1987-1988