Miami-Dade Legislative Item
File Number: 230663
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File Number: 230663 File Type: Resolution Status: Amended
Version: 0 Reference: Control: Board of County Commissioners
File Name: NAMING RIGHTS Introduced: 3/28/2023
Requester: Office of Management and Budget Cost: Final Action:
Agenda Date: 4/4/2023 Agenda Item Number: 5O
Notes: SEE AMENDED UNDER 230701 Title: RESOLUTION APPROVING, AFTER A PUBLIC HEARING, MARKETING PARTNERSHIP NAMING RIGHTS AGREEMENT (“AGREEMENT”) PURSUANT TO SECTION 2-2201 OF THE CODE OF MIAMI-DADE COUNTY, FLORIDA AND IMPLEMENTING ORDER 8-9 FOR THE SALE OF NAMING RIGHTS AND ASSOCIATED SPONSORSHIP RIGHTS TO KASEYA US LLC (“KASEYA”) TO RENAME THE COUNTY-OWNED ARENA (“ARENA”) LOCATED AT 601 BISCAYNE BLVD., MIAMI, FL 33132 THE “KASEYA CENTER” FOR A 17-YEAR TERM AND $117,370,000.00 IN PAYMENTS TO THE COUNTY; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE TO EXECUTE SAME AND EXERCISE CERTAIN PROVISIONS THEREIN; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE TO NEGOTIATE AND EXECUTE A CONTRACT FOR PAYMENT OF A FINDER’S FEE OF $45,000.00 FROM REVENUES GENERATED BY NAMING RIGHTS AGREEMENT PAYMENTS TO PFM FINANCIAL ADVISORS LLC FOR ASSISTANCE IN IDENTIFYING A NAMING RIGHTS SPONSOR FOR THE ARENA; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE TO NEGOTIATE AND EXECUTE A CONTRACT FOR PAYMENT IN AN AMOUNT UP TO $25,000.00 FROM REVENUES GENERATED BY NAMING RIGHTS AGREEMENT PAYMENTS TO INVESTIGATIVE MANAGEMENT GROUP FOR DUE DILIGENCE WORK; AND ALLOCATING NAMING RIGHTS REVENUES, NET OF EXPENSES, TO THE “ANTI-GUN VIOLENCE AND PROSPERITY INITIATIVES” TRUST FUND (“TRUST FUND”)
Indexes: NONE
Sponsors: Keon Hardemon, Prime Sponsor
  Oliver G. Gilbert, III, Co-Sponsor
Sunset Provision: No Effective Date: Expiration Date:
Registered Lobbyist: None Listed


Legislative History

Acting Body Date Agenda Item Action Sent To Due Date Returned Pass/Fail

Board of County Commissioners 4/4/2023 5O Amended
REPORT: (See Agenda Item 5O Amended; Legislative File No. 230701)

Board of County Commissioners 3/30/2023 Per Ord 20-38, item placed by BCC Chair without committee review and not subject to 4-day rule

Office of the Chairperson 3/30/2023 Additions

County Attorney 3/29/2023 Assigned Monica Rizo 3/29/2023

Office of Agenda Coordination 3/29/2023 Assigned County Attorney
REPORT: Item returned with changes.

County Attorney 3/29/2023 Assigned Office of Agenda Coordination 3/29/2023

County Attorney 3/28/2023 Assigned Monica Rizo 3/29/2023

Office of Agenda Coordination 3/28/2023 Assigned County Attorney 5/2/2023
REPORT: Mayor - Commissioner Hardemon Sponsor - pending April cmte - Administration will request a waiver out of Cmte process and onto the April 4 BCC - P.H @ BCC - County Attorney Eduardo W Gonzalez - atatchments Naming rights - PGS 172

Ed Marquez 3/28/2023 Assigned Office of Agenda Coordination 3/28/2023 3/28/2023

Legislative Text


TITLE
RESOLUTION APPROVING, AFTER A PUBLIC HEARING, MARKETING PARTNERSHIP NAMING RIGHTS AGREEMENT (�AGREEMENT�) PURSUANT TO SECTION 2-2201 OF THE CODE OF MIAMI-DADE COUNTY, FLORIDA AND IMPLEMENTING ORDER 8-9 FOR THE SALE OF NAMING RIGHTS AND ASSOCIATED SPONSORSHIP RIGHTS TO KASEYA US LLC (�KASEYA�) TO RENAME THE COUNTY-OWNED ARENA (�ARENA�) LOCATED AT 601 BISCAYNE BLVD., MIAMI, FL 33132 THE �KASEYA CENTER� FOR A 17-YEAR TERM AND $117,370,000.00 IN PAYMENTS TO THE COUNTY; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE SAME AND EXERCISE CERTAIN PROVISIONS THEREIN; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO NEGOTIATE AND EXECUTE A CONTRACT FOR PAYMENT OF A FINDER�S FEE OF $45,000.00 FROM REVENUES GENERATED BY NAMING RIGHTS AGREEMENT PAYMENTS TO PFM FINANCIAL ADVISORS LLC FOR ASSISTANCE IN IDENTIFYING A NAMING RIGHTS SPONSOR FOR THE ARENA; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO NEGOTIATE AND EXECUTE A CONTRACT FOR PAYMENT IN AN AMOUNT UP TO $25,000.00 FROM REVENUES GENERATED BY NAMING RIGHTS AGREEMENT PAYMENTS TO INVESTIGATIVE MANAGEMENT GROUP FOR DUE DILIGENCE WORK; AND ALLOCATING NAMING RIGHTS REVENUES, NET OF EXPENSES, TO THE �ANTI-GUN VIOLENCE AND PROSPERITY INITIATIVES� TRUST FUND (�TRUST FUND�)

BODY
WHEREAS, on July 15, 2014, the Board of County Commissioners (�Board�) adopted Ordinance No. 14-99 creating the Miami-Dade County Marketing Partnerships Program and creating section 2-2201 of the Code of Miami-Dade County, Florida (�County Code�); and

WHEREAS, section 2-2201(1)(b) of the County Code defines a �Marketing Partnership Agreement� as an agreement with a third party to provide a financial benefit to the County in the form of non-tax revenue and/or in-kind fees (products or services) in exchange for the access to the marketing commercial potential associated with select County assets for the use in strategies to promote, sell, or distribute a product or service by incorporating marketing privileges such as the acquisition of naming rights; and

WHEREAS, on October 7, 2014, the Board adopted Implementing Order (�IO�) 8-9 relating to the Marketing Partnership Program wherein the policy provides that the �intent of the marketing partnership is not to generate revenue to replace core funding for programs and services (County operations). Rather, marketing partnerships are developed as creative and imaginative approaches to generate and enhance non-tax revenue funds to complement or provide new funding for County operations (programs, services, etc.)�; and

WHEREAS, on June 3, 2014, the Board adopted Resolution No. R-499-14 approving amended and restated agreements with Basketball Properties, Ltd. (�BPL�) and the Miami Heat Limited Partnership for the development, improvement, operation, and management of the arena owned by Miami-Dade County located at 601 Biscayne Blvd., Miami, FL 33132 (the �Arena�) which included a County option to exercise control over the sale of Arena naming rights commencing on January 1, 2020 subject to naming rights payments to BPL in the amount of $2,000,000.00 per year; and

WHEREAS, on October 23, 2018, the Board adopted Resolution No. R-1079-18 to exercise the County�s option to sell, license, or otherwise grant the naming rights to the Arena; and

WHEREAS, on March 26, 2021, the Board adopted Resolution No. R-238-21 approving a Naming Rights Agreement with West Realm Shire Services Inc. dba FTX.US (�FTX�) for the Arena and establishing the Anti-gun Violence and Prosperity Initiatives Trust Fund (�Trust Fund�) and Board policy that naming rights revenues received under the Agreement or any other contract for Arena naming rights be deposited in the Trust Fund to be used, subject to prior Board approval, for anti-gun violence and prosperity initiatives; and

WHEREAS, on November 11, 2022, and November 14, 2022, FTX Trading Ltd. and one hundred and one (101) affiliated companies, including FTX, filed petitions seeking relief under Chapter 11 of the United States Bankruptcy Code; and

WHEREAS, on January 11, 2023, the United States Bankruptcy Court for the District of Delaware approved termination of the Naming Rights Agreement with FTX as of December 30, 2022, allowing the County to begin again the process of securing a new Arena naming rights sponsor; and

WHEREAS, PFM Financial Advisors LLC approached the County to inquire about Arena naming rights sponsorship and introduced Kaseya to the County; and

WHEREAS, Investigative Management Group conducted a due diligence public record search on Kaseya and its top five executives; and

WHEREAS, the County negotiated a Naming Rights Agreement, attached to this resolution as Exhibit �A�, with Kaseya US LLC (�Kaseya�) to rename the Arena the Kaseya Center for $117,370,000.00 in payments from Kaseya to the County over a 17-year term; and

WHEREAS, following deductions for the annual $2,000,000.00 naming rights payment to BPL, the finder�s fee of $45,000.00 to PFM Financial Advisors LLC, a payment of up to $25,000.00 to Investigative Management Group for due diligence, and a $25,000.00 public relations launch campaign to be funded by the County pursuant to the terms of the Naming Rights Agreement, as more specifically set forth in the accompanying memorandum, the County�s estimated net revenues from the Naming Rights Agreement over the 17-year term to be deposited in the Trust Fund are $83,275,000.00; and

WHEREAS, this Board wishes to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:

Section 1. The above recitals are incorporated herein by reference and approved.

Section 2. This Board approves the award, after a public hearing, of a Marketing Partnership Naming Rights Agreement (MPA#008) (the �Naming Rights Agreement�), pursuant to section 2-2201 of the County Code and IO 8-9, for the County�s sale of naming rights and other associated sponsorship rights to Kaseya to rename the Arena the Kaseya Center, in substantially the form attached hereto as Exhibit �A� and made a part hereof, for a 17-year term and $117,370,000.00 in payments to the County.

Section 3. This Board authorizes the County Mayor or County Mayor�s designee to: (a) execute the Naming Rights Agreement; (b) provide those County approvals described in the Naming Rights Agreement, except such approvals that are explicitly required to be provided by the Board in the Naming Rights Agreement as Board approvals; (c) exercise the cancellation/termination provisions in the Naming Rights Agreement, except any termination provision that it explicitly described in the Naming Rights Agreement as requiring Board approval; and (d) exercise all other remaining provisions contained in the Naming Rights Agreement, except for making material amendments to the Naming Rights Agreement.

Section 4. This Board authorizes the County Mayor or County Mayor�s designee to (1) negotiate and execute a contract for payment of a finder�s fee of $45,000.00 to PFM Financial Advisors LLC for work done in relation to identifying Kaseya as a potential naming rights partner and making the appropriate introductions; and (2) negotiate and execute a contract for payment in an amount up to $25,000.00 to Investigative Management Group for due diligence records searches on Kaseya and its top five executives. The authorized payments of $45,000.00 to PFM Financial Advisors LLC and $25,000.00 to Investigative Management Group shall be from revenues generated by payments under the Naming Rights Agreement.

Section 5. This Board directs the County Mayor or County Mayor�s designee to deposit net revenue received by the County from the Naming Rights Agreement or, to the extent that the Naming Rights Agreement is terminated prior to the expiration of the 17-year term, any other naming rights agreement for the Arena entered into by the County, after deduction for all associated expenses to be paid, as set forth in the accompanying memorandum, into the Trust Fund in fiscal year 2022-2023 and all subsequent fiscal years through fiscal year 2039-2040, and used and allocated in accordance with the �Anti-gun Violence and Prosperity Initiatives� provisions of Resolution No. R-238-21.

HEADER
Date: To: Honorable Chairman Oliver G. Gilbert, III
and Members, Board of County Commissioners From: Daniella Levine Cava
Mayor
Subject: Recommendation to Award a Marketing Partnerships Program
Naming Rights Agreement for the County-owned Arena located
at 601 Biscayne Boulevard, Miami, Florida

STAFF RECOMMENDATION
Executive Summary
The item seeks approval from the Board of County Commissioners (Board) to execute a Marketing Partnerships Naming Rights Agreement with Kaseya US LLC (Kaseya), a company headquartered in Miami, Florida, for the sale of naming rights and associated sponsorship rights to the professional sports franchise facility arena (Arena) owned by Miami-Dade County (County), which currently serves as the home of the Miami Heat, a National Basketball Association (NBA) team, and rename the Arena as the Kaseya Center. Kaseya is a global software company with 48,000 customers in more than 25 countries, and approximately 4,500 employees. The Miami headquarters of Kaseya is home to over 900 employees spanning four prominent buildings in the Brickell and Downtown Miami area, and the company is committed to investing significantly over the next several years to increase its employee base in the area with an addition of more than 3,000 full-time positions. In exchange for naming and associated sponsorship rights for the Arena, Kaseya agrees to pay the County a total of $117,370,000.00 over a 17-year term. After deductions for one-time expenses for a finder�s fee, due diligence public records searches, and a media campaign introducing the Kaseya Center of up to $95,000.00 and payments of $2,000,000.00 annually to Basketball Properties, Ltd. (BPL) pursuant to a Management Agreement between the County and BPL whereby BPL operates and maintains the Arena, the County would receive net revenues totaling $83,275,000.00 over the term of the Agreement to be deposited in the Anti-gun Violence and Prosperity Initiatives Trust Fund (Trust Fund), which helps the Peace and Prosperity Plan fund programs such as Fit2Lead. The Fit2Lead program is an award winning, evidenced-based paid internship program for at-risk youth ages 15-19, with a focus on court-involved youth in paid afterschool and summer activities. Fit2Lead places a strong emphasis on providing diverse experiences that expose youth to various career paths and professional mentors, along with unique experiential learning opportunities. Selecting a naming rights partner now will avoid substantial brokerage fees, generate valuable revenue in the current fiscal year, and will allow for full activation of the Agreement by BPL in time for the start of the next NBA season in October 2023.

Recommendation
In accordance with the County�s Marketing Partnerships Program under section 2-2201 of the Code of Miami-Dade County, Florida (County Code) and Implementing Order (IO) 8-9, it is recommended that the Board approve, after a public hearing, a Marketing Partnerships Naming Rights Agreement (MPA#008) with Kaseya for the sale of the naming rights to the County-owned Arena located at 601 Biscayne Boulevard, Miami, Florida, which currently serves as the home of the Miami Heat, an NBA team. If approved by the Board, the new name of the Arena will be the Kaseya Center. The Naming Rights Agreement between the County and Kaseya is shown as Exhibit A to the Resolution before the Board.

The Naming Rights Agreement between Kaseya and the County is for a term of 17 years with resulting revenues to the County in the amount of $117,370,000.00 over the term and County expenses not to exceed $25,000.00, per the terms of the Naming Rights Agreement, for a public relations and media launch campaign introducing the Kaseya Center. If approved, this transaction will provide significant revenues, net of expenses, to the County for anti-gun violence and prosperity initiatives while imposing minimal obligations on the County for the provision of the signage, promotional activities, and other entitlements in the Naming Rights Agreement as Basketball Properties, Ltd. (BPL), an affiliate of the Miami Heat Limited and operator of the Arena pursuant to a Management Agreement with the County, will fulfill those obligations under the Naming Rights Agreement pursuant to the terms of the Management Agreement with the County and a separate facilitation agreement with Kaseya.

It is further recommended that the Board delegate authority to the County Mayor or Mayor�s designee: (1) negotiate and execute a contract for payment of a finder�s fee of $45,000.00 to PFM Financial Advisors LLC for work done in relation to identifying Kaseya as a potential naming rights partner and making the appropriate introductions; and (2) negotiate and execute a contract for payment in an amount up to $25,000.00 to Investigative Management Group for due diligence records searches on Kaseya and its top five executives, in each case as expenses associated with the Naming Rights Agreement to be paid using Naming Rights funds..

Scope
The Arena is in District 3, but its impact is countywide. Net revenues received from the Naming Rights Agreement and reserved for the Peace and Prosperity Plan will also have a countywide impact. Pursuant to Rule 9.02 of the Board�s Rules of Procedures, the naming of County-owned facilities must be sponsored by the District Commissioner. Commissioner Keon Hardemon has agreed to sponsor this item.

Delegation of Authority
Upon adoption of this Resolution, the County Mayor or County Mayor�s designee will have the authority to execute and implement the Naming Rights Agreement consistent with those authorities granted under the Code of Miami-Dade County. Additional delegation of authorities requested related to this transaction are as follows:

* Authority to provide County approvals described in the Agreement except such approvals that are required to be provided by the Board or are explicitly described in the Agreement as Board approvals.

* Authority to exercise the cancellation/termination provisions in the Agreement except any termination provision that is explicitly described in the Agreement as requiring Board approval.

* Authority to exercise all other provisions and County rights contained in the Agreement except any provision or right that is explicitly reserved to the Board in the Agreement or under applicable law.

* Authority to pay a $45,000.00 finder�s fee to PFM Financial Advisors LLC and up to $25,000.00 to Investigative Management Group for due diligence searches.

* Authority to pay possible future expenses, per the terms of this Agreement, $25,000.00 for a public relations and media launch campaign.

Fiscal Impact/Funding Source

The proposed Naming Rights Agreement with Kaseya replaces the last 17 years of the former West Realm Shire Services Inc. dba FTX.US (FTX) contract. The term of the Agreement runs from July 1, 2023, through June 30, 2040. The first-year payment, which is due on or before June 30, 2023, is a one-time payment for the entire first year of the agreement; payments for Contract Years 2-17 are paid in two equal installments due June 30 and September 30 of every year to coincide with County Fiscal Years, which end on September 30. Over the term of the Agreement, Kaseya will pay, subject to any unexpected abatements as discussed below, the total of $117,370,000.00 in naming rights payments, otherwise known as �Fees�.
The left side of the chart (Schedule 1) on the next page, shows how Fees will be paid by Kaseya over the term of the Agreement. The right side of Schedule 1 shows the �Net Fees� from Kaseya after annual payments of $2,000,000.00 owed to Basketball Properties, Ltd. (BPL), a Miami Heat affiliate, which operates and maintains the Arena pursuant to a Management Agreement with the County; and a one-time Finder�s Fee of $45,000.00; an up to $25,000.00 cost for due diligence public record searches; and a $25,000.00 expense for a public relations and media launch campaign. When compared to Net Fees from the former FTX contract (i.e., Fees less a $2,000,000.00 annual payment and a one-time remaining brokerage fee of $1.746 million), the Kaseya Agreement generates $3,546,000.00 more than the FTX agreement would have over the 17-year period.
The true economic impact of the Kaseya Agreement to the County is $83,275,000.00 of Net Fees plus the avoidance of a $2,000,000.00 annual payment to BPL ($34.0 million over the 17 years) from the County�s General Fund with no naming right Fees to honor this obligation, for the total positive impact of $117,275,000.00.
Resolution No. R-238-21 adopted on March 26, 2021, approved the FTX naming rights agreement and created the Anti Gun Violence and Prosperity Initiatives (Trust Fund). The Resolution also set Board policy that all Net Fees received from any contract for Arena naming rights be deposited in the Trust Fund to be used, with prior Board approval, for anti-gun and prosperity initiatives contained in the Peace and Prosperity Plan. As noted above, the Fit2Lead program is a critical component of the Plan. Originally a parks-based program, Fit2Lead has expanded to more than eleven County departments and ten non-profit organizations, with supportive case management for justice-involved youth, enrichment activities, and character building and leadership development workshops. Interns earn $13.88 per hour and work an average of 10 hours per week during the school week and 25 hours during the summer.
For reference, the FY 22-23 budget funds the following programs in the Plan:


Over the last 17 years of the FTX contract, $79.745 million was forecasted to be deposited into the Trust Fund. Over the 17-year term of the proposed Kaseya Agreement, deposits are expected to total $83.275 million, which is $3.546 million more than was anticipated to be received from FTX. However, on an annual basis, the deposits into the Trust Fund are different between the former and proposed agreements because the Fees to be paid were negotiated differently. FTX was a new firm whose business was in a volatile industry. The County demanded and received substantial payments from FTX in the early years of its contract. Kaseya is a large established firm in a growing industry and was able to negotiate a more traditional payment schedule whereby annual payments generally grow over the term of the agreement. Given the difference in expected revenue streams, deposits into the Trust Fund will be lower in FY 2023, FY 2024, and FY 2025 by $149,000, $750,000, and $500,000, respectively. The negative impacts to the funding of the Peace and Prosperity Plan will be offset by budgetary adjustments in the Fiscal Years affected.



Track Record/Monitor
Daniel T. Wall, Assistant Director, Office of Management and Budget will be responsible for monitoring the Naming Rights Agreement.

Background

Arena Agreements and Naming Rights

On March 26, 2021, the Board approved a Naming Rights Agreement with FTX for the sale of naming rights to the County-owned Arena. The FTX Agreement was a 19-year deal with gross revenues to the County in the amount of $135,000,000.00. FTX made its first two years of naming rights payments to the County, which totaled $19,500,000.00.

On November 11, 2022, and November 14, 2022, FTX Trading Ltd., and 101 of its affiliated companies (collectively Debtors, of which FTX is one) filed petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under Chapter 11 of the United States Bankruptcy Code. When firms enter bankruptcy proceedings, there is an automatic stay on termination of Debtor contracts; therefore, the County needed to request permission from the Bankruptcy Court to terminate the Naming Rights Agreement. The County, wanting to sever its relationship with FTX as quickly as possible to begin the process of obtaining a new naming rights partner for the Arena, filed a motion for relief from the automatic stay on November 22, 2022. On January 11, 2023, the Bankruptcy Court approved the termination of the former Naming Rights Agreement effective December 30, 2022, which allowed the County to begin discussions with firms or individuals interested in either buying or brokering the sale of naming rights for the Arena.

Several parties approached the County and/or the Miami Heat to express interest in either acquiring or brokering the sale of naming rights for the Arena. After several discussions and an internal vetting process, it was decided to first begin direct negotiations with companies expressing interest in purchasing naming rights. This determination was based primarily on timing and cost considerations.

From a timing standpoint, electing to engage with a broker to help sell the Arena�s naming rights will take about 18 to 24 months depending on how the broker is selected (i.e., competitively or not) and this timeframe increases the risk of being in a slower economic marketplace than what we have today. From a cost perspective, this type of delay will cause the County to pay $2 million to BPL from the County�s General Fund by December 31, 2023, as there would be no naming right fees to honor this annual obligation. Also, deposits into the Anti-gun Violence and Prosperity Initiatives Trust Fund will not occur in FY 2022-2023, and possibly even FY 2023-2024, thereby putting the funding of programs like the Peace and Prosperity Plan in danger. A delay may potentially compromise the ability of BPL to activate naming rights entitlements for a new partner prior to the commencement of a new NBA season, which would have a negative impact on naming right Fees. Finally, if brokers are employed, that would be a significant cost to be borne. Broker fees can range from a low of approximately four percent for an accelerated payout to ten percent, which is typically the industry standard. Using the $117.3 million of Fees from the proposed agreement with Kaseya, brokerage fees could range from $4,692,000.00 to $11,730,00.00. In contrast, if the Board approves the proposed agreement, we would only be paying a Finder�s Fee of $45,000.00.

After communicating and meeting with more than five companies and in consultation with BPL and the Miami Heat, it was decided to begin negotiations with Kaseya based on their initial offer, local company headquarters, corporate structure, market segment, financial position, background, and potential community impact. It is important to note that any naming rights sponsor for the Arena must be approved by the NBA and cannot conflict with any entity that is already an official sponsor for the Miami Heat in a particular industry-segment. We are working to obtain NBA approval, if possible, prior to the approval by the Board.

About Kaseya US LLC

Kaseya Limited is a privately held global software company founded in 2003 owned by Insight Partners and with its US headquarters located in Miami, Florida. Kaseya has a presence in more than 25 countries, over 4,500 employees, 48,000 customers, and is the leading provider of unified IT & security management software for IT professionals in managed service providers (MSPs) and mid-market enterprises (MMEs). Through its customer-centric approach, Kaseya delivers technologies that allow organizations to efficiently manage, secure, and backup IT.

Kaseya offers a broad array of IT management solutions, including well-known names: Kaseya, Datto, IT Glue, RapidFire Tools, Spanning Cloud Apps, ID Agent, Graphus, RocketCyber, TruMethods and Unitrends. These solutions empower businesses to command all of IT centrally; easily manage remote and distributed environments; simplify backup and disaster recovery; safeguard against cybersecurity attacks; effectively manage compliance and network assets; and streamline IT documentation and automate across IT management functions.

The Miami headquarters of Kaseya with over 900 employees spans four prominent buildings in the Brickell area, and the company is committed to investing significantly over the next several years to increase its employee base in the Downtown Miami area to more than 3,000 full-time positions. Kaseya�s focus in hiring additional team members is to provide opportunities for individuals early in their careers and investing in their development through their successful �Grow Your Own� career development program. In addition, Kaseya also maintains active relationships focusing on workforce development, training, and business education and innovation with Florida International University (FIU), Miami Dade College (MDC), and the University of Miami (UM). For example, Kaseya developed its Remote IT Management and Security curriculum with FIU, and as of January 2023, the curriculum is being taught by FIU professors to nearly 70 students, and Kaseya and its top executives have partnered with MDC and UM on programs focusing on skill development for different segments of the future workforce. As one of the largest technology employers in the Miami-Dade County, Kaseya has instituted a robust internship program allowing students to gain on-the job experience while getting paid, with many former interns advancing to retain full-time employment with the company. Kaseya is committed to help address workforce challenges in the local IT sector and further establish Miami-Dade as a tech-hub.

Kaseya also demonstrates its impact in the community through volunteerism and charitable initiatives. With over 900 local employees, Kaseya�s volunteer programs range from donation and fundraising drives to support the homeless and hurricane victims, a robust recycling and education program across their many offices in the county, and its recent sponsorship of Baptist Health�s Bounce Back from Cancer program benefiting the Miami Cancer Institute. Established in 2020 as a response to the COVID pandemic, the Kaseya Cares program has invested over $10,000,000.00 to assist customers navigating government relief programs and victims of natural disasters, ransomware attacks, and other high-impact events. Kaseya Cares also includes the Kaseya Disaster Response Team (DRT) that assisted more than 65 partners with technical hardware during thirty days on the ground in Texas and Florida in the wake of Hurricanes Harvey, Irma, and most recently Ian. Finally, Cooper Cares, in conjunction with the Cooper Voccola Family Foundation, is dedicated to assisting communities that Kaseya serves with a primary focus on charitable organizations for children, veterans, and animals.

Major Contract Terms of Naming Rights with Kaseya

Term: July 1, 2023, through June 30, 2040

Naming Rights Fees: See left hand side of Schedule 1 on page 4 of this memorandum.

Defaults and Remedies:
A. Defaults by Kaseya

1) Kaseya fails to make payments when due and remains unpaid after 15 dates of notice by County;

2) Kaseya materially breaches any of its representations, warranties, or obligations under the contract and if not cured within 30 days of notice by County unless if cure reasonably takes longer that 30 days then the Kaseya may have up to an additional 30 days to cure;

3) An insolvency event in respect to the Kaseya;

4) Kaseya effects a change of control with the Counterparty being restricted by various lists maintained by the Federal government or on the County�s Debarment list;

5) The Kaseya or any of its five most senior executive officers is convicted or pleads guilty or nolo contendere to a felony involving an act of moral turpitude or fraud and in the reasonable and good faith opinion of the County, same would materially disparage or materially impair the reputation of the County;

6) The termination of the Facilitation Agreement following the agreement of the Kaseya or as a result of a material default by the Kaseya (collectively called an �Improper Termination�);

7) Kaseya has knowingly and intentional made any representation or warranty under the agreement that was untrue in any material respect as of the Effective Date;

8) Kaseya fails to maintain the ILOC required by Section 5.6 of the Agreement at all times and to increase the ILOC when due, if such failure continues for a period of 20 Business Days after the County has sent written notice of such failure.

B. Rights and Remedies of the County

1) Upon a Kaseya Default the County can 1) exercise its right under the Agreement regarding Kaseya Defaults; 2) seek to recover all damages and other sums available at law and equity; 3) exercise any other right or remedy at law, including seeking an injunction or specific performance and 4) terminate the Agreement after appropriate notice periods for:

i. Kaseya failure to Pay;

ii. An insolvency event occurs;

iii. Kaseya effects a change of control with the Counterparty being restricted by various lists maintained by the Federal government or on the County�s Debarment list;

iv. An Improper Termination of the Facilitation Agreement occurs;

v. Kaseya fails to maintain the ILOC or increase the ILOC when due; or

vi. Certain criminal actions by Kaseya or its senior executives following certain additional findings by the County and additional time periods

A termination under (vi) above would also require a recommendation by the Mayor and Board approval.

2) Kaseya is obligated to pay an amount equal to three (3) times the average of the aggregate of Fees remaining during the Term

C. Default by the County
The County shall be in default of the Agreement if it breaches, in any material way, material provisions of the Agreement and fails to cure within the time provided
1) knowingly and intentionally makes a representation or warranty here that was untrue in any material respect as of the date of Agreement, or; fails to give Kaseya notice of any amendment to Arena Agreements with BPL and the Heat

D. Rights and Remedies of the Kaseya
Kaseya can 1) enforce any right under the Agreement regarding County Defaults 2) seek to recover all damages and other sums available at law and equity; 3) exercise any other right or remedy at law, including seeking an injunction or specific performance and 4) terminate the Agreement for certain defaults.

Fee Credit: The County and Kaseya agree to negotiate in good faith for an appropriate Fee Credit to be provided to Kaseya under certain circumstances delineated in the Agreement dealing largely with the number of Heat Home games and force majeure.

Irrevocable Letter of Credit (ILOC): Within 15 days of execution of the Agreement, Kaseya will provide the County an irrevocable Letter of Credit for $7,500,000.00 from a AA-rated financial institution for the 17-year term of the Agreement. The ILOC will go into effect on July 1, 2023and on each anniversary date of the ILOC, the ILOC will be increased in value to reflect the next three scheduled payments covering an 18-month period. The last increase to the ILOC will be effectuated on July 1, 2038 and will decrease on July 1, 2039. (See the attached Exhibit 1 for how the ILOC will change over the 17-year term of the Agreement). The ILOC will only be drawn upon a default by Kaseya of its fee payment obligations and any other default that leads to contract termination where the termination payment is not made. Prior to the consideration of this item by the Board, the County will receive the form of the ILOC, which will be presented to the Board.

Entitlements: The detailed list of entitlements is reflected on Schedule A of the Naming Rights Agreement, which is attached to Resolution as Exhibit A.

Pursuant to the terms of the Management Agreement between the County and BPL and through a separate facilitation agreement between Kaseya and BPL, BPL will be responsible for working
with Kaseya on signage and advertising installation and other promotional displays and any costs associated with facilitation and activation work shall be incurred by BPL or paid by Kaseya directly to BPL pursuant to the agreement and negotiations between BPL and Kaseya. The County�s obligations under the Naming Rights Agreement are limited to:

1) Granting Kaseya the right to have the Arena named the Kaseya Center.

2) Granting Kaseya the right to be the official Arena partner for IT Management and Security Solutions for SMEs (small-to-medium enterprises) and MSPs (managed service providers).

3) Granting Kaseya the entitlements reflected in Schedule A of the Naming Rights Agreement which are subject to Kaseya entering into a Naming Rights Facilitation Agreement with BPL, which provides such entitlements.

4) Participating and funding up to $25,000 for a public relations launch campaign and special event to celebrate the community and announce the partnership between the County and Kaseya and two Social Media posts.

5) Providing the opportunity for Kaseya to have Station Domination advertising rights at three (3) mutually agreed upon Metromover stations or three (3) downtown Miami wall murals for a sixty (60) day period before October 1, 2024 if available or otherwise unsold. All advertising to be designed, produced, installed, and removed at Kaseya�s expense.

6) Throughout the term of the Agreement, the County will explore opportunities with Kaseya for mutually acceptable charitable or educational partnerships with flexibility to adjust focus throughout the term of the Agreement in the following areas:

a. Technology and FinTech education

b. Financial wellness programs

c. Underprivileged community support

d. Animal support and services

e. Veteran support and services

f. Children�s support and services

g. Environment, alternative energy solutions, sustainability, and education services

Change of Control, Permitted Transferee, Arena Name Change: Unless they are in Default, Kaseya may request to change the Arena�s name from time to time in connection with (1) a Rebranding Event, which is limited to only one time through the Term of the Agreement, or (2) a Change of Control (merger, consolidation, reorganization, etc.) whereby 50% or more of the voting rights are acquired by another entity or if the Kaseya shareholders vote for a merger, consolidation, reorganization, etc. whereby the Kaseya controls less than 50% of the stock of the surviving entity or its board of directors before the merger, consolidation, reorganization, etc. have less than 50% of the seats of the successor�s board.

The Board of County Commissioners (Board) will have the right to approve an Arena name change for a Rebranding Event or a Change of Control, when and if requested, by the Kaseya or its successor. If the request for name change is to an entity that is not a Permitted Transferee and the Board denies the request, the Kaseya or successor must accept the action as reasonable. If the request for a name change is to an entity that is a Permitted Transferee and the Board denies the request, then the Kaseya can terminate the Naming Rights Agreement without penalty if it so desires.

To be considered a Permitted Transferee, an outside third-party (e.g., large company, investment manager, etc.) as well as affiliates of Kaseya must meet certain fiscal, reputational, and other criterion, one of the most important being, not appearing on several lists maintained by the Federal government limiting dealings with entities or individuals pursuant to the National Defense Authority Act.

Due Diligence
Financial Strength and Stability
Kaseya is a privately-owned company whose major investors are Private Equity firms, the two largest being Insight Partners and TPG, a publicly traded company. Insight Partners is a leading global software investor partnering with high-growth technology, software, and Internet startup and Scale Up companies that are driving transformative change in their industries. As of June 30, 2022, Insight Partners had over $80 billion in regulatory assets under management. Insight Partners is headquartered in New York City and has offices in London, Tel Aviv, and Palo Alto. TPG is a leading alternative asset management firm founded in San Francisco in 1992 with $135 billion of assets under management, as of December 31, 2022, and investment and operational teams located in 12 offices globally.

At the local level Kaseya recently received Targeted Jobs Incentive Fund (TJIF) and Relocation and Expansion Incentives Program (REIF) grants from the County which will be paid to them, over a 5-year term, as they add up to 3,400 new jobs located in Miami-Dade County, with average salaries greater than $107,000 per year. Per the Miami-Dade Beacon Council (MDBC), �MDBC recommended Kaseya to the BCC for performance based economic development incentives to support their proposal to grow to over 4,000 employees in Miami-Dade County and execute a new lease in downtown Miami.� The County TJIF and REIP applications executed by the Company attest to their job creation, average wage, capital investment and new square footage goals in Miami-Dade County � there is no opinion or feeling related to those numbers. The Beacon Council was not provided with any company financial statements to support this.�� �

On June 23, 2022, Kaseya consummated the acquisition of Datto, a global provider of security and cloud-based software solutions for Managed Service Providers (MSPs), at an approximate price of $6.2 billion. Datto was a publicly traded company therefore the acquisition was approved by US and International Regulators including the U.S. Department of Justice (DOJ) and the Security and Exchange Commission (SEC). The purchase was an all-cash transaction funded by an equity consortium led by Insight Partners, with significant investments by TPG and other global investment companies and investors as well as several financial institutions.

On the national and international levels, Kaseya has at least 18 branch offices in the US including the Miami office. Internationally, they have 14 offices in the following countries: Australia (3); Canada (1); Denmark (1); England (2); Germany (1); India (1); Ireland (2); Netherlands (1); New Zealand (1); and Poland (1). This international presence excludes Datto�s global reach.

Also attached are Exhibit 8, a letter from Bank America, regarding its long-standing relationship with Kaseya, and Exhibit 9, a letter from Golub Capital Markets LLC, a major private lender, indicating that Kaseya currently has access to $400,000,000.00 through a Revolving Credit Facility (RCF) and a delayed draw term loan (DDTL), both maturing on June 25, 2029.

Given the above information and additional security provided, Kaseya exceeds the financial strength and stability to honor its commitments under the proposed Naming Rights Agreement. That said, the County negotiated the Irrevocable Letter of Credit as part of the Agreement in order to provide additional assurance of financial capacity and security to meet their obligations under the Agreement.

Criminal and Civil Litigation, Property, Corporate, and Regulatory Agency Public Record Databases Search

The County retained the services of the Investigative Management Group (IMG), headquartered in New York City, to conduct a records search of public databases in the United States that would reveal public information on Kaseya�s top-five executives as well as on Kaseya itself. The search of these public records would reveal criminal and civil litigations, property transfers, corporate press releases as well as trade article, and findings of regulatory agencies. Attached as Exhibits 2, 3, 4, 5, 6 and 7, which are the final reports on Kaseya and its top five executives, and which summarize the findings of IMG�s research of public databases. The report findings are backed up by over 1,000 pages of various public records such as news and press releases, court dockets, probate and property transfers, and regulatory findings or �no findings� from regulatory agencies.

As to the top five executives of Kaseya, no relevant and/or material information came out on these individuals that would persuade us not to go forward with the proposed Naming Rights Agreement with Kaseya.

As to Kaseya itself, one material event worth noting, did occur. In 2021, Kaseya suffered a ransom attack on its system. Hackers infiltrated one of its products on its platform that service its MSPs (multiple service providers) clients. MSPs are individuals or small companies that provide an array of IT services generally to small businesses. The company immediately alerted relevant authorities and all of their customers of the event. Fifty-seven (57) of Kaseya�s thousands of customers were directly impacted by the attack, which caused approximately 1,500 small businesses worldwide to likewise be impacted by the ransomware. At that time, this ransomware attack was a widely reported event in the industry.

Thanks to the company�s Security and Compartmentalization strategy, Kaseya was able to greatly minimize the impact of the attack. Only one product was impacted (out of 27) and only 57 out of 35,000 MSPs customers worldwide were impacted by the hack with approximately 1,500 businesses, customers of the MSPs, ultimately impacted. Following the attack, Kaseya implemented its Security First Strategy. This included the hiring of the company�s Chief Information Security Officer (CISO), Mr. Jason Manar. Mr. Manar joined Kaseya following 16 years at the FBI, where he served as a Cybersecurity Leader and led the Kaseya Ransomware attack investigation and played a major role in the successful apprehension of the criminals responsible for the attack.

Kaseya was lauded for its handling of the attack by federal government officials:

� �I want to give credit to Kaseya who was a good partner as soon as they realized that they had a problem, both in terms of making sure that their customers were aware of what happened and what was happening and status. And also working with the government. I will say that the day of, I was speaking to the CEO of Kaseya and helping to kind of organize our team along with the FBI to make sure that we understood what was happening, the potential customer impacts, and any support that they needed to kind of respond to this incident.� - Brandon Wales, Executive Director of the U.S. Cybersecurity and Infrastructure Security Agency

� �We are here today because, in their darkest hour, Kaseya made the right choice.... they immediately took action... Kaseya�s swift response allowed the FBI and our partners to quickly figure out which of its customers were hit�I want to thank Kaseya and other private sector partners for their invaluable help in this case and for the way they joined our response to the ransomware threat.� - Lisa Monaco, US Assistant Attorney General
The quick action by Kaseya was also praised by FBI Director Christopher Wray at the press conference announcing the arrest of the perpetrators (see the attached Exhibit 10).

Conclusions

The proposed Naming Rights Agreement with Kaseya, a company headquartered in Miami and possessing a strong local presence and track record as a successful business and socially-
responsible corporate partner, offers the County the opportunity to rapidly obtain a new naming rights partner for a 17-year period with improved overall net revenues, reputation and financial stability, in comparison with the prior naming rights agreement.

Additionally, selecting a naming rights partner now will avoid substantial brokerage fees and allow for full activation of the Agreement in time for the next NBA season, which begins in October 2023.

I am pleased to make this recommendation to the Board.

Exhibit 1 � Irrevocable Letter of Credit Stated Values Over Terms
Exhibit 2-7 - Investigative Reports on Kaseya and its Top Five Executives
Exhibit 8 � Department of Justice � Federal Bureau of Investigation News Release
Exhibit 9 � Letter from Bank of America
Exhibit 10 � Letter from Golub Capital

________________________________
Edward Marquez
Chief Financial Officer









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