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EC15-003 - Original - SMG - Sale Marketing and Operational Management Services - 01/01/2015
Records M 10 KE1NT Document CONTRACT COVER SHEET I This is to be completed by the Contract (Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: SMG Vendor Number: JD Edwards Number Contract Number: c:, IS - co This is assigned by City Clerk's Office Project Name: Sales, Marketing, and Operational Management Services Agreement- 2015 Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment M Contract ❑ Grant Agreement ❑ Other: Contract Effective Date: 1/1/15 Termination Date: 12/31/19 Contract Renewal Notice (Days): 180 days Contract Renewal Notice Check Box if Renewal is Upon Written Notice: Contract Manager: Julie Pulliam Department: ECD Contract Amount: $154,252 Budget Affected: Approval Authority.' o I>@p^o-`-ent Director r.11'ay-er1.11-ity-E01-InGll adccW10877 8 14 I SHOWARE CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT THIS SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT ("Agreement") is entered into between the City of Kent, a Washington municipal corporation ("City") and SMG, a Pennsylvania general partnership, located and doing business at 300 Conshohocken State Rd., Suite 770, West Conshohocken, PA 19428 ("Contractor"), i RECITALS A. The City is the owner of ShoWare Center f/k/a the Kent Events Center (the "Events Center") on real property located In the City of Kent. B. Contractor was selected through an RFP selection process to perform the Sales, Marketing, and Operational Management Services described in this Agreement. C. Contractor has represented to the City that it has substantial experience and expertise in supervising and operating similar public facilities to those being proposed in the City. AGREEMENT I NOW, THEREFORE, in consideration of the covenants, terms, and conditions contained in this Agreement and for other valuable consideration, City and Contractor agree as follows: I. PURPOSE I The purpose of this Agreement is to provide for the operation of the Kent Events Center consistent with the goals of the City, in coordination with the Seattle Thunderbirds Western Hockey League team ("Team") and pursuant to the terms and conditions established in the License Agreement entered into between the City and the Team ("License Agreement"), attached and incorporated as Exhibit A. The City will rely on the Contractor's ability to provide expertise to the City and to its consultants on the design and operation of a high quality state of the art events center at a cost that is appropriate to the City. The City will rely on the Contractor's expertise to assist and advise the City with the negotiation of the Events Center contracts for facilities, products, and services, to direct and control pre- opening marketing, and to efficiently and profitably manage and operate all aspects of the Events Center to the highest standards. All work to be performed in accordance with, and subject to, the Team's rights and obligations contained in the License Agreement. The City will rely on the Contractor's expertise to provide and maintain the highest quality operations and achieve the greatest possible profitability, consistent with other City objectives, with specific emphasis on the business goal of the Events Center to generate sufficient revenue to cover all debt service and operating expenses. The Contractor will use its best efforts to achieve all of these objectives in a professional manner, consistent with best industry practices and with all applicable laws and ordinances. The Events Center shall be operated In the public interest to create positive economic and entertainment activities for Citizens of the City of Kent and for the South King County j region, and the Contractor recognizes this goal in programming for the Events Center. The Contractor shall optimize use of the Events Center, serving the public needs of the KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page i of 28 I community as well as attracting a wide variety of sporting, entertainment, and community events. The City seeks to protect Its significant investment in the Events Center, and will rely on the Contractor to support this objective through high quality maintenance and supervision of major repairs and capital re-Investment as the need arises. I U. SCOPE OF WORK The Contractor shall provide services and staff, and otherwise do all things necessary for, or incidental to, the performance of the contract work, as set forth below: i A. Sates and Marketing Services. Provide, or cause to be provided, sales and marketing services for sporting events, concerts, trade shows, community events, and other events as may be appropriate for the Events Center. The Contractor will coordinate those services with the Team to the extent required under the License Agreement, At a minimum, these services shall include: 1. Scheduling events, negotiating contracts, and confirming event bookings. 2. Developing a marketing plan and offering modifications as deemed advisable over time, with the goal of promoting the Events Center to national, regional, and local clients, promoters, and producers, commercial trade shows, and other events that will benefit the financial success of the Events Center. 3. Providing a sales process that will also accommodate the community's need for a diverse public assembly facility. 4. Developing and implementing a customer service program to provide exceptional customer service to all visitors and guests of the Events Center. 5. Conducting market research to include customer satisfaction surveys of patrons and clients, and reporting those results to the City. 6. Managing all on-site ticket sales with Events Center staff or through a separate ticket sales contract while coordinating those ticket sales and box office use with the Team. I 7. Creating Events Center promotional materials, floor plans, maps, and other materials appropriate to market the Events Center. i i 8. Developing forms, subject to the approval of the City, to contract for all Events Center rentals, decorating, electrical, A/V, telecommunication, and all other event services for events as required. 9. Providing, or causing to be provided, all incidental services required in conjunction with event activity, including food service, concessions, A/V services, telecommunications/data services, and other related or required services. I 10. Developing, as a part of the annual budget for the Events Center, revenue projections related to rental/charge structures for the various facilities and rooms of the Events Center, equipment, and services provided by the Events Center and outside contractors, subject to the City's approval. KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL, MANAGEMENT SERVICES AGREEMENT- Page 2 of 26 j i B. operating Services. Ensure that the Events Center is maintained in first-class order and repair and in clean, safe, and sanitary condition, all to a superior standard, which shall include, at a minimum: 1. Providing operation, maintenance, and repair by competent and qualified employees or contractors, of all HVAC, mechanical, telephone, electrical, plumbing, and other technical systems, such as elevator, sound, lighting, security, fire and life safety monitoring systems, seating, furniture, fixtures, and equipment. I 2. Providing major capital repairs/improvements, which shall be made from capital funds supplied by the City. 3. Maintaining and providing superior service levels for all grounds keeping, housekeeping, custodial, setup and maintenance services, specifically including, without limitation, grounds keeping and custodial services in walkways, parking lots, and all public areas of the Events Center. 4. Establishing a schedule of preventative maintenance and renovation to maintain the Events Center in first-class condition. 5. Providing all painting and structural maintenance and ordinary repair work on the Events Center, including maintenance and repair of roofs, ceiling, doors, windows, floors, and walls (both Interior and exterior). 6. Meeting Leadership in Energy and Environmental Design (LEED) Silver requirements further described and referenced in Article II, Section C below and as directed by the City. C. LEED Silver Requirements. The Kent Events Center has been designed to conserve energy, water, and material resources and to provide a healthy indoor environment for workers and event participants. It will be participating in the Leadership in Energy and Environmental Design (LEED) rating system established by the U.S. Green Building Council to honor buildings that have made design, construction, and operational decisions that contribute to sustainability. The Events Center is designed to achieve a LEED Silver rating within this system. This rating depends on accomplishing targeted sustainability goals in the building, some of which affect the building operations. Thus, the Contractor is an important member of the sustainability team accomplishing this distinguished rating, along with the design and construction teams, the City, and the Team. Some of the areas which affect building operations are listed below along with the credits within the LEED rating system to which they refer: 1. WEc1.1 and 1.2, Water Efficient Landscaping: These credits require the project to provide no permanent landscape irrigation after a two-year establishment period. After the establishment period, plantings can be watered by hand during drought periods. 2. WEc3.1 and 3.2, Water Use Reduction: These credits will be achieved by Installing low-flow water fixtures in the bathroom and locker rooms. 3. MIRpi, Storage and Collection of Recyclables: This prerequisite requires j paper, glass, plastics, and metal to be collected for recycling in the building. KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 3 of 26 i I 4. EQp2, Environmental Tobacco Smoke Control: This prerequisite requires no smoking in the building and requires that designated smoking areas be located at least 25 ft. away from entries, outdoor air intakes, and operable windows. 5. EQc7.2, Thermal Comfort Occupant Survey: This credit requires the Contractor to Implement a building occupant thermal comfort survey of all staff and to commit to providing a corrective action plan if the survey responses indicate that more than 20% of the people surveyed are dissatisfied. This survey needs to be conducted within 6-18 months after the building is opened and should collect anonymous responses about overall satisfaction with thermal conditions in the building and identify thermal comfort-related problems. The Contractor must also agree to develop a plan for corrective action if the survey results indicate that more than 200to of occupants are dissatisfied with thermal comfort in the building. The City's LEED consultant may be available to develop the survey for the building. Alternately, one of several commercially available surveys could be used, but these may need significant changes for this type of facility and may be more extensive than needed for this credit at the Events Center. For an example of a commercially available survey, see the Center for the Built Environment online survey at CBE Demonstration Survey (costs about $1000 per building plus additional casts for changes to the standard survey). 6. IDc1.2, Green Housekeeping: This credit requires Contractor implement a green housekeeping policy specifying the use of green cleaning and maintenance products and processes, The Contractor will be required to develop a green housekeeping plan that Includes contracting with a housekeeping service that uses environmentally preferable cleaning products that meet the Green Seal GS-37 standard. In addition, the products selected should prioritize concentrated products and utilize packaging that is minimal, recyclable, and well labeled. The plan also should Include a training program to educate operations staff (including administrative procurement staff) and occupants on the requirements of the Green Housekeeping Plan and Policy. 7. IDc1.4, Low Mercury Lamps: This credit requires the use of low mercury lamps in the building. Compliant low mercury lamps will be installed Initially in the building and the Contractor will be expected to continue the use of these low mercury lamps at the time of re-tamping. For more information on the detailed performance requirements Contractor must meet to comply with the LEED rating system, Contractor should refer to the U.S. Green Building Council website at www.usgbc.org. D. Administrative Services. Provide the following minimum level of administrative services required to operate the Events Center: 1. Acting as the City's representative in administering the License Agreement with the Team. 2. Administering all contracts required in the ordinary course of business including, without limitation, the following: services, events, concessions, catering, novelties(merchandIse, advertising, and equipment. Negotiate, KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 4 of 26 I execute, and deliver, in Contractor's name as an independent contractor for the City, service contracts and vendor agreements, provided that to the extent that any such contract or agreement will extend beyond the Management Term, the City will approve and execute such contract or agreement. 3. Ensuring that the Insurance requirements set forth on Exhibit B are met. 4. Informing the City annually as to the proposed establishment of prices and policies, rates, and rate schedules for space rental, lease, and booking agreements, advertising contracts, concession agreements, and other event commitments that the manager will be responsible to negotiate, but which also will be subject to the City's prior approval before going into effect. 5. Advising the City on new or potential changes to revenue sources, partnerships, prices, and other factors that will add to the Events Center's financial success, i 6. Preparing an annual operating budget for the Events Center in the format and by scheduled due dates specified by the City, and, specifically, complying with the spending limitations imposed by the budget, including any authorized supplements. 7. Providing or causing to be provided all security services required for the Events Center and as required by the Kent Police Department for all scheduled events. Security services include maintaining a sufficient number of well-trained, courteous, and qualified security personnel in and about the grounds and the Events Center, as well as other additional personnel as may be required to effectively manage events within the City's lawful requirements. 8. (a) Maintaining an adequate staff of courteous employees on duty and providing appropriate supervision and training of those employees. Employees hired by the Contractor or its subcontractor will be employees of the Contractor or its subcontractor and not of the City. The Contractor will employ or otherwise contract for its operations only those persons who by training, appearance, and habits are judged to be suitable workers appropriate to the environment of the Events Center. I (b) The Contractor will be responsible for all personnel-related matters, Including compensation, labor relations with any union or association, employee training and development (specifically including, without limitation, diversity training, sexual harassment prevention training, and other discrimination and disability training), contract negotiation, dispute resolution, provision of employee uniforms and equipment, employee hiring, job assignment and performance evaluation, and compliance with equal employment opportunity requirements. (c) With the prior consent of the City, which will not be unreasonably withheld, Contractor shall assign to the Events Center a general manager and director level employees, who shall be competent, full-time employees for the Events Center. I KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT-Page 5 of 26 (d) Except with Contractor's prior written consent, during the period commencing on the date hereof and ending one (1) year after the termination of this Agreement or one year after separation from Employment, whichever isearlier, the City will not/ for any reason, solicit for employment or hire the general manager and/or director-level employees. In addition to any other remedies which Contractor may have, specific performance in the form of injunctive relief shall be available for the enforcement uf this provision. 9. Collecting all Operating Revenues (as defined in Article XIV/ Section /\) generated through the operation of the Events Center. All Operating Revenues collected by the Contractor from operation of the Events Center shall be the sole property of the City and will be held in trust by the Contractor for the City for application as provided for in the budget and cash flow provisions herein, All Operating Revenues derived from operation of the Events Center shall be deposited by Contractor into an interest-bearing account in a |nra| qualified public depository to be designated by the City In writing ("Facility Operating Account") as soon as practicable upon receipt (but generally not less often than once each business day and based upon an agreed rn|n|nouno amount of daily funds cn||ected). Revenues that are not defined as Operating Revenues that are received by Contractor shall be disbursed immediately to such accounts City may designate from time to time. The Facility Operating Account shall be established by the City, in the name of the City and under the City/s federal identification number. As provided for in this Agreement, Contractor shall have the right to withdraw and use the funds in the Facility Operating Account to pay the Operating Expenses (as defined |n Article XIV, Section A). The specific procedures (and authorized individuals) for making deposits to and withdrawals from such account shall approved by the City, Including the procurement of a fidelity bond inan amount approved hy the City. 10, Expend from the Operating Revenues collected all Operating Expenses necessary for the proper management, operation, maintenance, and supervision of the Events Center/ including the Operating Expenses as required to operate the Events Center as described in the RFP and in the City's Request for Proposals, within the scope of the established annual budget. Develop short and long term strategies to enhance the financial success of the Events Center and its facilities. 11. Assist the City In developing and implementing rules, regulations, policies and procedures, which may impact the use of the Events Center, 12. Subject to the City'a approval, solicit, as necessary, competitive bids or proposals for those services, as they become necessary, to undertake the functions required to manage and operate the Events Center and service events. This may include, but not bo limited to, such services asmaintenance activities, A/V services, ticketing, and other services as may be mutually determined by the Contractor and the City. 13. Provide the City with such financial reports and in the form as directed by the City, to keep the City current and knowledgeable astn the financial and operating performance nf the Contractor. KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT' Page 6n/26 i i 14. Without the prior written consent of the City, which shall not be unreasonably withheld, Contractor shall not enter into any new management agreement for the operation of a similar arena facility within a twenty-five mile radius of the Event Center. Similar arena facilities are defined as arenas having between 4,000 and 8,000 seats. E. Capital ImorovementslFunding. The obligation to pay for, and the authority to perform, direct, and supervise Capital Equipment (as defined under GAAP and City policy) and Capital Improvements (as defined under GAAP and City policy) purchases shall remain with the City and will not be considered Operating Expenses. The Contractor shall submit an annual plan that shall include Contractor's recommendation for Capital Equipment and Capital Improvements purchases to be accomplished during the year and shall be accompanied by an estimate of the cost of all such items and projects and a request that City budget funds therefor. The City shall retain the discretion to determine whether and to what level to fund Capital Equipment and Capital Improvements purchases to the Events Center. F. The operation, by the Contractor of a vehicle or other equipment owned by the City shall be considered within the Scope of Work of the Agreement, and therefore, the defense, indemnity, and hold harmless provision set forth in Section XIV.M.1 shall apply in the event of any claims, damages, expenses, legal costs and attorney's fees relating to or arising from the operation of the vehicle or equipment by the Contractor shall be fully insured by the Contractor at all times and that insurance shall be primary and noncontributory for the vehicles under the contract. III. PERIOD OF PERFORMANCE A. Management Term. The "Management Term" of this Agreement shall commence on January 1, 2015, and end at midnight on December 31, 2019, unless earlier terminated pursuant to the provisions of this Agreement. The City may, in its sole discretion, extend the Management Term for a period of five (5) years by so notifying the Contractor in writing no less than 90 days prior to the expiration of this Agreement. The foregoing notwithstanding, this Agreement shall be terminable at the end of the third year of the Management Term, or the third year of any subsequent five-year extension thereof, by giving Contractor no less than 180 days prior written notice of such termination. IV. COMPENSATION AND PAYMENT A. As base compensation to Contractor for providing the services herein specified during the Management Term, the City shall pay Contractor during the Management Term, an annual fixed fee of $135,252, which amount shall be adjusted upward on the first day of each Fiscal Year by the percentage change in the Consumer Price Index - All Urban Consumers (CPI-U) - U.S. City Average — All Items, during the one year period ending on December 31, as published by the Bureau of Labor Statistics of the U.S. Department of Labor, or of any revised or successor index hereafter published by the Bureau of Labor Statistics or other agency of the United States Government succeeding to its functions ("CPI"). The foregoing annual fixed compensation shall be payable in equal monthly installments due on or before the last day of each month during such Fiscal Year, and Contractor shall be entitled to draw such amounts from the account described in Article V, Section H. B. Annual Incentive Fee. In addition to the Fixed Annual Base Fee described above, the Contractor shall be eligible, in each operating year of the period of performance i KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 7 of 26 i i I under this Agreement, for an annual incentive fee of up to a maximum of $50,000, which amount shall be adjusted upward on the first day of each Fiscal Year during the Management Term hereof by the percentage change in the CPI ("Annual Incentive Fee"). The Annual Incentive Fee shall be an amount equal to 20% of all Operating Revenues in excess of $2.15 million (subject to the cap as stated above). The incentive fee determined pursuant to this Article IV, Section B shall be payable to j Contractor within thirty (30) days after the City's receipt of an invoice from Contractor setting forth the Operating Revenues and Operating Expenses for the previous Fiscal Year, together with any additional supporting documentation, if approved by the City, and showing the calculation of the incentive fee payable with respect to such Fiscal Year. In no event shall the Annual Incentive Fee for services rendered during any operating year during the term of this Agreement shall not exceed the amount of the Fixed Annual Base Fee for services rendered in the same operating year during the term of this Agreement. C. Overhead. All general home office administrative overhead expenses of Contractor's offices, including, without limitation, expenses such as staffing costs, utilities, long-distance telephone calls, courier fees, parking fees, postage, and copying charges shall be paid by Contractor out of its own funds and shall not be reimbursable. V. OPERATING BUDGETS/FUNDING/REPORTING PROCEDURES Each annual Operating Budget shall include a projection of Operating Revenues and Operating Expenses, presented on a monthly and annual basis, and the projected Net Operating Loss/Profit for that Operating Year, and the Operating Budget shall serve as an estimate of expected Operating Revenues and Operating Expenses for the Events Center. The Operating Expenses in each annual Operating Budget shall be payable by Contractor with funds from the Facility Operating Account, or from funds otherwise provided by the City, as provided in this Agreement. The following procedures will apply to proposing, establishing, and amending each fiscal year's annual operating budget, Including any mid- year budget adjustments, as well as the reporting and approval protocol required for City approval and payment. A. Annual Operating Budget Proposal. At least ninety (90) days prior to the commencement of each Operating Year, the Contractor will prepare and submit to the City a line item budget (in form specified by the City) for the Events Center (the "Operating Budget"). The City agrees to take reasonable commercial steps to provide Contractor, subject to any limitations of applicable law, with all Information in its possession that the City reasonably believes is necessary to enable Contractor to prepare the Operating Budget. B. City Approval Authority. The City and Contractor will use reasonable commercial efforts to cooperate with each other in the preparation of the City's Operating Budget or any adjustments. In the event of any disagreement regarding a line item expense or the aggregate amounts included in a proposed Operating Budget or adjustment, the City and Contractor shall use reasonable commercial efforts to attempt to resolve the matter to the mutual satisfaction of the parties. Notwithstanding any other provision in this Agreement, each Operating Budget and any adjustments shall be subject to final review and approval by the City, which approval may be withheld or granted in its sole discretion. In order for the City to fully evaluate and analyze the budget or budget adjustment, Contractor will provide, upon the City's request, any financial information relating to the Events Center in such form as the City requires. KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 8 of 26 i i i I C. Contractor's Right to Opt Out. In the event a proposed Operating Budget has not been approved prior to the first day of the period to which it relates, the Operating Budget shall be the budget designated by the City, provided that Contractor shall have ten (10) days after the City designates the Operating Budget to provide the City written notice of termination if, in its good faith reasonable judgment, the Contractor determines that the monies allocated to the Operating Budget either will be insufficient for Contractor to perform its obligations under this Agreement or will significantly limit its ability to earn the annual Incentive Fees. Any termination notice given within this ten-day period cannot take effect for at least ninety (90) days from the date the City receives this termination notice. Contractor's election to terminate this Agreement if the parties are unable to agree on the annual Operating Budget shall not constitute a breach or default by either party under this Agreement. If Contractor timely exercises its right of termination under this paragraph, Contractor shall continue to perform its obligations under this Agreement through the termination date, in accordance with the Operating Budget established by the City and the City shall continue to pay Contractor its Fixed Management Fees and Incentive Fees through the date of termination. D. Budget Amendments for Unanticipated Loss or Profit. In the event that it appears reasonably likely, in any Operating Year, that the actual Net Operating Loss/Profit for an Operating Year will be less than projected in the Operating Budget for that Operating Year, the City may either prepare an amended Operating Budget that will be adopted and adhered to by Contractor or request that Contractor prepare a plan for reducing Operating Expenses to a level specified by the City. Contractor shall promptly comply with any expense reduction requested by the City, and the approved budgets for that Operating Year shall be modified accordingly. In the event the City does not approve the amended Operating Budget within a reasonable time after the submission of the amendment, both parties will meet for a period of not more than two (2) days to resolve in good faith any differences. If, at that point, the parties are still unable to agree to the amendment, the parties shall have the termination rights and liabilities established In Article V, Section C above. E. Adjustments for Extraordinary Events. The parties contemplate that certain extraordinary events may occur during the term of this Agreement that may require budget adjustments. Examples of these extraordinary events, by way of example only and without limitation, would include outlay for unanticipated capital expenses, a loss In the City's available funds, or a dramatic increase in the size and scale of an event or events such that additional funds would be required to cover added operational costs. If extraordinary events occur during any Operating Year that the Contractor could not reasonably have contemplated at the time the corresponding Operating Budget was prepared, Contractor may submit a budget adjustment to that year's budget for review and approval by the City, which approval may be withheld or granted in Its sole discretion. In the event the City does not approve the adjustment to the Operating Budget within a reasonable time after the submission of the amendment, both parties will meet for a period of not more than two (2) days to resolve in good faith any differences. If, at that point, the parties are still unable to agree to the budget adjustment for extraordinary expenses, the parties shall have the termination rights and liabilities established in Article V, Section C above. j F. Amendment for Qualified Management Contract. If required by bond counsel, Contractor agrees to make modifications to this Agreement so that the same Is, in the opinion of bond counsel, a qualified management contract for purposes of Revenue Procedure 97-13 promulgated by the Internal Revenue Service. In the event those modifications materially increase Contractor's obligations or materially decrease Contractor's I KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 9 of 26 i rights or economic benefits, Contractor and the City will cooperate in good faith for a period of thirty (30) days to amend the Agreement and preserve the economic benefits of both parties in a manner that is satisfactory to Contractor, City and the City's bond counsel, each acting in their sole discretion. To the extent the parties do not amend this Agreement within this thirty (30) day period, Contractor shall have the right to terminate this Agreement upon giving not less than ninety (90) days prior written notice to the City, which right may be exercised by Contractor only within ten (10) business days after expiration of the thirty (30) day negotiation period. If Contractor timely exercises its right of termination under this paragraph, Contractor shall continue to perform its obligations through the date of termination and the City shall continue to pay Contractor Its Fixed Management Fee and Incentive Fee through the date of termination In accordance with this Agreement. G. Adherence to Operating Budget. Contractor shall, in good faith, use its best efforts to manage and operate the Events Center in accordance with the Operating Budget, but shall have no liability for failing to achieve estimated budget amounts, unless that failure is due to Contractor's breach of the terms of this Agreement. Without the prior written consent of the City, Contractor shall not exceed, commit, or contract to expend any sums in excess of the category amounts allowed in the Operating Budget or otherwise approved by the City, except for the following ("Special Unbudgeted Expenses"): (1) for Operating Expenses for services provided to the Events Center by third parties, the cost of which is not within the reasonable control of Contractor, such as the costs of utilities and insurance; (il) approved Emergency Repairs; (III) increased costs resulting from the scheduling by Contractor of additional revenue producing events or activities at the Events Center, so long as prior to the scheduling of those events or activities, Contractor had a good faith belief that the projected Net Operating Profit (or Loss) for the Operating Year as set forth in the applicable Operating Budget would be improved as a result of those additional events or activities. In no event when taking Into account the Special Unbudgeted Expenses will Operating Expenses for a particular budget category exceed, without the prior written approval of the City: (1) ten (10%) percent of budgeted expenses for that category (categories shall be Salary and Benefits, Utilities, and Other Operating Costs) or (ii) five percent (5%) of the aggregate budgeted Operating Expenses In the Operating Budget (Including any amendments or adjustments, if any). Contractor shall immediately report In writing to the City any anticipated expenditures that may exceed the aggregate budgeted Operating Expenses, Unless previously approved by the City, If Contractor incurs any Operating Expenses in excess of the Operating Budget, that expenditure will constitute a violation of this Section, and Contractor shall be responsible for those excess expenditures from its own funds. i H. Source of Fundina. Contractor shall pay all Operating Expenses for the operation, maintenance, supervision, and management of the Events Center from the funds in the Facility Operating Account, which Contractor may access periodically for this purpose. The Facility Operating Account shall be funded with amounts generated by operation of the Events Center (including Operating Revenues), or otherwise made available by the City. To ensure sufficient funds are available in the Facility Operating Account, the City will transfer to and/or retain in the Facility Operating Account, by the first (1st) business day of each month, the budgeted or otherwise approved Operating Expenses for that month unless the Facility Operating Account has uncommitted funds equal to those budgeted amounts on that date. To the extent the uncommitted funds in the Facility Operating Account exceed the budgeted Operating Expenses for a given month, the Contractor shall disburse the excess amounts to the City on or before the fifth (5ti) day of that month. Except as otherwise set forth in this Agreement, Contractor shall have no liability to the City or any third party in KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT-Page 10 of 26 I ii I the event Contractor is unable to perform its obligations due to the fact that sufficient funds are not generated from the operation of the Events Center or otherwise made available by the City in a timely manner. I. SMG Capital Contribution. 1. Within ten days after execution of this Management Agreement, SMG shall provide to the Facility the sum of Five Hundred Thousand Dollars ($500,000) for Capital Improvements and Capital Equipment purchases relating to the Facility. If appropriate (i.e., such improvements and purchases are for several different items), SMG will work with the City to prepare, and mutually agree upon, a budget of the Capital Improvements and Capital Equipment purchases to be funded with such contribution, along with the scope of work to be performed thereunder, the supervision of tasks and the estimated time frames for the projects listed in such budget. Such budget will take into account the Capital Improvements and Capital Equipment purchases to be funded by the City as specified herein. SMG shall be in charge of implementing such budget and proposed scope of work and tasks, and of overseeing the estimated time frames. 2. The amount of the SMG Capital Contribution shall be repaid over a period of ten (10) years, amortized on a straight-line, non-interest bearing cash basis. In the event of the expiration or termination of this Agreement for any reason, the City In its discretion may immediately pay, or cause any successor management company Immediately to pay, to SMG unconditionally and without set-off the unpaid amount of the SMG Capital Contribution existing as of such expiration or termination. In the event that the City does not Immediately pay such unpaid amount, then it shall repay the balance of the SMG Capital Contribution by making equal annual payments to SMG based on the original amortization schedule, until such time as the balance is fully repaid. J. Accounts Receivable Forgiveness. Upon execution of this Management Agreement, SMG will forgive the existing accounts receivable balance (owing from the City to SMG) in the amount of Two Hundred Thousand Dollars ($200,000) (the "Accounts Receivable Forgiveness"), which amount shall be amortized over a period of ten (10) years on a straight-line, non-cash basis. In the event of the expiration or termination of this Agreement for any reason, the City in its discretion may immediately pay, or cause any successor management company immediately to pay, to SMG unconditionally and without set-off the unpaid amount of the Accounts Receivable Forgiveness existing as of such expiration or termination. In the event that the City does not immediately pay such unpaid amount, then it shall repay the balance of the Accounts Receivable Forgiveness by making equal annual payments to SMG based on the original amortization schedule, until such time as the balance is fully repaid. i VI. CAPITAL EXPENDITURES. Contractor shall identify capital needs and shall annually, at the time of submission of the annual Operating Budget to the City, provide the City for its approval, which may be granted or withheld in the City's sole discretion, a budget of anticipated capital improvements necessary at the Events Center, detailing all aspects of those improvements asserted to be necessary In the coming operating year. This capital expenditures budget shall also contain an annual five (5) and ten (10) year Capital Expenditure forecast for the purpose of allowing the City to consider for inclusion of those forecasts in its future Capital Expenditures budgets and/or for establishment of a capital reserve account. The City shall i KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT-Page 11 of 26 i be solely responsible for all Capital Expenditures at the Events Center; provided, however, that the City shall be under no obligation to make those Capital Expenditures. Contractor shall have no authority to make any material alterations or any capital improvements to the Events Center, unless included in that year's Capital Expenditures budget or requested by the City in writing, all exclusively subject to the City making the necessary funds available in the Capital Expenditures budget. Notwithstanding the foregoing, Contractor shall have the right to make Capital Expenditures at the Events Center for Emergency Repairs (defined as the repair of a condition which, if not performed immediately, creates an Imminent danger to persons or property and/or an unsafe condition), and the City will reimburse Contractor for those expenditures, except that, in the event any Emergency Repair will exceed $10,000 in one occurrence or $25,000 in the aggregate, the City must first provide its written approval before proceeding with the emergency work, unless It would be unreasonable to obtain the approval due to the circumstances of the emergency, in which case Contractor must employ its best efforts to notify via telephone the City's contract administrator. VII. CITY APPROPRIATION DEFICIENCY. A. Non-Funding, The City shall have no obligation to provide funds for the payment of Operating Expenses Incurred or committed for after the date Contractor receives written notice (an "Appropriation Deficiency Notice") of the fact that insufficient funds or no funds have been appropriated for the Events Center, except for Operating Expenses that were contracted, incurred, or committed to prior to Contractor's receipt of the Appropriation Deficiency Notice. B. Payment Rights Upon Receipt of Appropriation Deficiency Notice. If the Appropriation Deficiency Notice Is of insufficient funds, the City shall pay all Operating Expenses incurred or committed prior to the date Contractor receives the Appropriation Deficiency Notice, In addition, the City shall pay all Operating Expenses incurred or committed after the notice date that are within the aggregate level of appropriated funds specified in the Appropriations Deficiency Notice. Any failure by the City to provide funds (beyond the aggregate level of appropriated funds) for the payment of Operating Expenses incurred or committed after Contractor receives an Appropriations Deficiency Notice shall not be a breach of or default under this Agreement by the City. Except for Operating Expenses that are incurred or committed for after the date Contractor receives the Appropriations Deficiency Notice, any failure by Contractor to perform its obligations under this Agreement shall not be a breach of or default under this Agreement if that breach or default is directly caused by the City's failure to appropriate sufficient funds for the management, operation, and promotion of the Events Center. C. Termination Rights. If the City appropriates funds at (or reduces appropriated funds to) a level that, in Contractor's good faith reasonable judgment, renders the management of the Events Center as contemplated in the Agreement not feasible, Contractor and the City shall meet as necessary to formulate a plan to continue management of the Events Center at a reduced level of service consistent with anticipated Operating Revenues and available funding, If the parties are unable to agree on a plan within fifteen (15) days after commencing these discussions, either party may terminate this Amendment without liability or penalty to the other, and in that event, the termination shall not constitute a breach or default by either party. VIII. REPORTING/AUDIT REQUIREMENTS. Contractor shall carry out the following reporting and audit activities: KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 12 of 26 i A. Monthly Reports. Prepare monthly reports regarding the use and operation of the Events Center as the City may request and in a form that meets the City's requirements. These reports must Include Information on the activities associated with the operation, management, supervision, and maintenance of the Events Center as well as financial analysis of how the center is operating, a list of upcoming events, a discussion of operating and maintenance issues/concerns, anticipated changes in management, operations or maintenance activities, and other Information as appropriate or as requested by the City. B. Annual Reports. Upon the conclusion of each Operating Year, Contractor shall, as an Operating Expense, cause a certified public accounting firm to develop audited financial reports and to certify compliance with generally accepted accounting practices. The City reserves the right to conduct its own audit of the Events Center. IX. CONTRACT ADMINISTRATION The Contract Administrator for each of the parties shall be the contact person for all communications and billings regarding the performance of this Agreement and in accordance with all notice provisions established in this Agreement. Contract Administrator for Contractor Is: Contract Administrator for City is: H. Westley Ben Wolters, SMG Economic Development Director 701 Market Street, Suite 4400 City of Kent Philadelphia, PA 19106 220 4ih Avenue South Kent, Washington 98032 Phone: 215-592 6600 Phone: (253) 856-5700 Fax: 15-592-6699 Fax: (253) 856-6700 E-mail address: wwestlev(u)SMGWorld com E-mail address: bwolters(a)ci.kent.wa.us X. REPRESENTATION AND WARRANTIES Contractor represents and warrants to the City as follows: A. There are no actions, suits, or proceedings pending, or to the knowledge of Contractor, threatened against or affecting the Contractor that could have a material adverse effect on the ability of the Contractor to honor its obligations under this Agreement or involving the validity or enforceability of this Agreement at law or in equity. B. Contractor Is not in default or in violation with respect to, or operating under or subject to, any order, writ, injunction, decree, or demand of any court or any governmental authority. C. The performance of the work and the transactions contemplated under this Agreement will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement, partnership agreement, corporate charter, bylaws, or other agreement or Instrument to which Contractor is a party or by which it or any of its assets may be bound or adversely affected. I I i KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT-Page 13 of 26 j i i i it D. Contractor is not insolvent (as such term Is defined in the Bankruptcy Code of 1978, 11 U.S.C. Section 101, et seq., as amended) and will not be rendered insolvent by execution of this Agreement or the consummation of the transactions contemplated In this Agreement. Contractor has no counterclaims, offsets, or defenses with respect to this Agreement. XI. INSURANCE i The Contractor will procure and maintain for the duration of this Agreement and all amendments insurance of the types and in the amounts required by Exhibit B attached and incorporated by this reference. XII. ASSURANCES Contractor, its officers, agents, and employees shall comply with all laws applicable to Contractor's management of the Events Center hereunder. Without limiting the foregoing, with respect to the ADA, Contractor will comply with Title III of the ADA and the provision of such auxiliary aids or alternate services as may be required by the ADA. Nothing in this Article XII or elsewhere in this Agreement shall, however, require Contractor to undertake any of the foregoing compliance activity, nor shall Contractor have any liability under this Agreement therefor, if such activity requires any Capital Improvements or Capital Equipment purchases, unless the City provides funds for such Capital Improvements and Capital Equipment purchases pursuant to the provisions hereof. Furthermore, Contractor shall have the right to require any licensee, lessee, tenant, promoter, or user of any portion of the Events Center to comply, and to be financially responsible for compliance, with Title III of the ADA in connection with any activities of such licensee, lessee, tenant, promoter, or user at the Events Center, XIII. ORDER OF PRECEDENCE Each of the Exhibits listed below is by this reference incorporated Into this Agreement. In the event of an inconsistency in this Agreement, the inconsistency shall be resolved by giving precedence in the following order: A. Agreed amendments to this Agreement B. This Agreement, including Exhibit B - Insurance Requirements C. Exhibit C - Contractor's Response to Request for Proposal, dated November 30, 2007 D. Exhibit D - City of Kent Request for Proposals, first published on October 29, 2007 i E. Any other provision, term, or material incorporated by reference Into this Agreement XIV. GENERAL TERMS AND CONDITIONS i A. Definitions. As used throughout this Agreement, the following terms shall have the meaning set forth below: I KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 14 of 26 1. "City" shall mean the City of Kent, any division, section, office, unit or other j entity of the City, or any of the officers or other officials lawfully representing that City. 2. "Contractor" shall mean that firm, provider, organization, individual or other entity performing service(s) under this Agreement, and shall include all employees of the Contractor. 3. "Fiscal Year" shall mean a period beginning January 1 and ending December 31, i 4. "Net Operating Loss/Profit" means Operating Revenues less Operating Expenses. 5. "Operating Expenses" shall mean any and all expenses and expenditures of whatever kind or nature incurred, directly or indirectly, by Contractor in promoting, operating, maintaining, and managing the Events Center, including, but not limited to: employee compensation and related expenses, employee benefits and related costs (e.g., relocation and other related expenses pursuant to Contractor's relocation policy (a copy of which will be provided upon request)), supplies, material and parts costs, independent contractors, advertising, marketing and public relations costs and commissions, janitorial and cleaning expenses, data processing costs, dues, subscriptions and membership costs, the costs of procuring, administering and maintaining the insurance referred to herein, amounts expended to procure and maintain permits and licenses, charges, taxes (excluding admissions taxes), excises, penalties and fees, professional fees, printing and stationery costs, event expenses, postage and freight costs, bank services charges, equipment rental costs, computer equipment leases and line charges, repairs and maintenance costs (e.g., elevators and HVAC), security expenses, utility and telephone charges, travel and entertainment expenses in accordance with Contractor's policies, the cost of employee uniforms, safety and medical expenses, exterminator and waste disposal costs, costs relating to the maintenance of signage inventory and systems, the cost of annual Independent audits of the Events Center, the cost of compliance with laws and regulations, costs incurred under agreements, commitments, licenses and contracts executed in Contractor's name as permitted herein, any obligation or liability under or in respect of any contract, agreement or other instrument executed by Contractor in its name as authorized herein provided that Contractor has not breached such contract, agreement or other instrument and the fixed management fees payable to Contractor hereunder, all as determined in accordance with generally accepted accounting principles and recognized on a full accrual basis; provided that Operating Expenses shall not include expenses or expenditures in connection with Capital Improvements and Capital Equipment purchases, the Incentive fee payable hereunder and any expenses relating to Contractor personnel based in Contractor's corporate headquarters in West Conshohocken, Pennsylvania or Its regional field locations (other than the reasonable costs of travel by such corporate or regional personnel in connection with Contractor's management of the Events Center, which costs shall be Operating Expenses), 6. "Operating Revenues" shall mean any and all revenues of every kind or nature derived from owning, operating, managing, or promoting the Events i KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 15 of 26 4 li Center, including, but not limited to: license, lease, and concession fees and rentals, revenues from merchandise sales, advertising and sponsorship sales and renewals (Including without limitation revenues from the sale of naming rights), event sponsorship revenues, equipment rentals, utility revenues, box office revenues, ticket surcharges (if any), ticket service fees, parking revenues, food service and concession revenues (however, if such revenues are collected in the first instance by and retained by the concessionaire, the amount of such revenues owed by the concessionaire to the Events Center shall be included as Operating Revenues), commissions or other revenues from decoration and set-up, security and other subcontractors (however, if such revenues are collected In the first instance by and retained by such subcontractors, the amount of such revenues owed by such contractors to the Events Center shall be included as Operating Revenues), miscellaneous operating revenues, revenues generated from separate agreements with Contractor Affiliates pertaining to the Events Center, and interest revenues, all as determined in accordance with generally accepted accounting principles and recognized on a full accrual basis. For the sake of clarity, the parties acknowledge that revenues from the sale of tickets for events at the Events Center are not Operating Revenues, but are Instead revenues of the promoter and/or performer of each such event. To the extent that Contractor collects such ticket sale revenue on behalf of such promoter and/or performer, such ticket sale revenue shall be the source of funds from which Contractor collects the rental charges and other event reimbursements due by such promoter and/or performer for use of the Events Center, which such charges and reimbursements are Operating Revenues hereunder. 7. "Subcontractor" shall mean any entity In the employment of the Contractor, who is performing all or part of those services under this Agreement under a separate contract with the Contractor. The terms "Subcontractor" and "Subcontractors" means Subcontractor(s) in any tier. B. Access to Data. The Contractor shall provide the City, upon the City's request, access to data generated under this Agreement. This includes access to all Information that supports the findings, conclusions, and recommendations of the Contractor's reports, including computer models and methodology for those models. C. Amendments. This Agreement may be amended only by mutual agreement of the parties. Amendments shall not be binding unless they are In writing and signed by personnel authorized to bind each of the parties. i D. Assignment. Contractor shall not assign or transfer any interest in this Agreement without the prior written consent of the City, which consent may be withheld or granted on conditions in the City's sole and absolute discretion. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives Its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. E. Collateral Assignment. Not withstanding the foregoing, Contractor shall be entitled to assign its rights to receive its fees under the Agreement to its lender(s) as collateral security for Contractor's obligations under any credit facilities provided to it by such lender(s), provided that such collateral assignment shall not in any event cover or affect Contractor's rights to manage, promote or operate the Events Center, Additionally, KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 16 of 26 i i l Contractor generally reserves the right to assign it rights to an affiliate of Contractor in connection with a restructuring of its business with written approval of the City, which approval will not be unreasonably withheld. F. Attorneys' Fees. Except as provided in Article XIV, Section M below, In the event of litigation or other action brought to enforce any of the provisions of this Agreement, each party is responsible to pay all its own attorney fees and costs in bringing that dispute, claim, or litigation, including all appeals. G. Confidentiality/Safeauardina of Information. The Contractor shall not use or disclose any information concerning the City, or information which may be classified as confidential, for any purpose not directly connected with the administration of this Agreement, except with prior written consent of the City, or as may be required by law. The parties hereto agree that they shall keep secret and confidential any and all proprietary information (which shall include all documents which Contractor marks as confidential or proprietary), and neither party shall divulge any such information, in whole or in part, to any third party, except as required by law, without the prior written consent of the other party. The parties shall provide notice to the other party of any known or suspected violations of this Section. H. Conflict of Interest, Notwithstanding any determination by the Executive Ethics Board or other tribunal, the City may, in Its sole discretion, by written notice to the Contractor terminate this Agreement if it Is found after due notice and examination by the City that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any similar statute Involving the Contractor in the procurement of, or services under this Agreement. i In the event this Agreement is terminated as provided above, the City shall be entitled to pursue the same remedies against the Contractor as It could pursue in the event of a breach of this Agreement by the Contractor, The rights and remedies of the City provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the City makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this Agreement. I. CCo vriaht Provisions. Unless otherwise provided, all Materials produced under j this Agreement shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by the City. The City shall be considered the author of those Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, Contractor hereby irrevocably assigns all right, title, and interest in Materials, including all intellectual property rights, to the City effective from the moment of creation of those Materials. As used in this Section titled, "COPYRIGHT PROVISIONS," "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent, register, and the ability to transfer these rights. For Materials that are delivered under the Agreement, but that incorporate pre- existing materials not produced under the Agreement, Contractor hereby grants to the City a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) In those Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 17 of 26 i publicly display. The Contractor warrants and represents that Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to the City. i The Contractor shall exert all reasonable effort to advise the City, at the time of delivery of Materials furnished under this Agreement, of all known or potential copyright infringement issues contained In the Materials and of any portion of those Materials that was not produced in the performance of this Agreement. The City shall receive prompt written notice of each notice or claim of copyright infringement received by the Contractor with respect to any data delivered under this Agreement. The City shall have the right to modify or remove any restrictive markings placed upon the data by the Contractor. J. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the Contractor for the purpose of securing business. The City shall have the right, in the event of breach of this clause by the Contractor, to annul this Agreement without liability or, in its discretion, to deduct or recover by other means from the contract price or consideration the full amount of such commission, percentage, brokerage or contingent fee. K. Disputes. If the parties are unable to settle any dispute, difference, or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall only be by filing suit exclusively under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. City and Contractor agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this Agreement. i L. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any action brought hereunder shall be in the Superior Court for King County. W Indemnification, 1. Contractor shall defend, indemnify, and hold the City, its officers, officials, agents, volunteers, and employees harmless from and against any and all claims, damages, and expenses, including all legal costs and attorneys fees (collectively, "Losses") arising from or connected with the Contractor's adjudicated willful misconduct or negligent performance of this Agreement; provided, however, Contractor shall not be responsible for any Losses directly attributable to the following: (a) any breach or default by the party seeking indemnification, (b) Losses that are covered by commercial insurance (i.e., fire insurance) covering (1) the Events Center and its premises for physical damage or other loss and (2) business interruption and extra expenses, or (c) the services of architects, engineers and agents (other than Contractor) retained by the City in connection with the Events Center KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT-Page 18 of 26 2. City shall indemnify, defend, and hold harmless Contractor, its partners, officers, agents, and employees from and against any and all Losses arising from nr connected with the City's adjudicated willful misconduct or negligent performance of this Agreement; provided, however, City shall not be responsible for any Losses directly attributable to the following: (a) any breach or default by the party seeking indemnification, or (b) Losses that are covered by commercial insurance (i.e., fire Insurance) covering (1) the Events Center and its premises for physical damage or other loss and (2) business interruption and extra expenses. 3. Third party defense costs when neither party has an indemnification claim shall bean Operating Expense. 4. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCVV/ SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. 5. The provisions uf this Article XIV/ Section M/ "Indemnification," shall survive the expiration nr termination of this Agreement, N. Independent Capacity of the Contractor. The parties intend that an independent contractor relationship will be created by this Agreement. The Contractor and its enop|nyoon or agents performing under this Agreement are not employees or agents of the City. The Contractor will not hold itself out as or claim to be an officer or employee of the City by reason of this Agreement, nor will the Contractor make any c|a|no of right, privilege, or benefit that would accrue to a City employee under law. Conduct and control of the work will be solely with the Contractor. O. Industrial Insurance Coverage, The Contractor will at all times comply with all applicable workers' compensation title 51 RCVV provisions, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable. The City will not be held responsible In any way for claims filed by the Contractor or its employees for services performed under the terms of this Agreement. Prior to performing work under this Agreement, the Contractor shall provide or purchase industrial Insurance coverage for the Contractor's employees, as may be required of an "employer" as defined in Title 51 RCW, and shall maintain full compliance with Title 51 RCW during the course of this Agreement. If the Contractor fails to provide industrial insurance coverage or falls to pay premiums or penalties on behalf of its employees as may be required by law, the City may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by the City under this Agreement, and transmit the deducted amount to the Department of Labor and Industries, Division of Insurance Services. In addition, failure to maintain and pay for this insurance constitutes a material breach under this Agreement, and the City may immediately or prospectively to a date certain terminate this Agreement without further cause and without further recourse by the Contractor. This provision does not waive any nfL&I'o rights to collect from the Contractor. xsNT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT Page 19v[z6 I I I ( P. Compliance with Laws Licensing Accreditation, And Registration. The Contractor shall comply with all applicable local, state, and federal laws, rules, and regulations, including without limitation licensing, accreditation, and registration requirements/standards, necessary for the performance of this Agreement. The Contractor must be licensed to do business in the State of Washington and the City of Kent. Q. Limitation Of Authority. Any alteration, amendment, modification, or waiver of any clause or condition of this Agreement can only be effective or binding if made in writing and signed by both parties. Further, only the Contract Administrator, or designee, by writing (delegation to be made prior to action) shall have the express, Implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Agreement. 1. Non-Compliance with Non-Discrimination Laws. In the event of the Contractor's noncompliance or refusal to comply with any nondiscrimination law, regulation, or policy, this Agreement may be rescinded, canceled, or terminated in whole or in part. The Contractor shall, however, be given a reasonable time (which time the City shall determine in its sole discretion) in which to cure this noncompliance. 2. Non-Discrimination. During the performance of this Agreement, the Contractor shall comply with all federal and state nondiscrimination laws, regulations, and policies. R. Notices - Generally. Any and all notices or other communications required or permitted by this Agreement or by law to be delivered to, served on, or given to either party to this Agreement shall be in writing and shall be deemed properly delivered, given, or served when personally delivered to such party, or In lieu of personal service, mailed by United States mail, express, certified, or registered, postage prepaid to the contact person and addresses set forth in this Agreement. Any written notice hereunder shall become effective three (3) calendar days after the date of mailing, or If mailed via overnight delivery services, twenty-four (24) hours after delivery to the overnight delivery service. Either party may change its address for the purpose of this Section by giving ten (10) calendar days' advance written notice of that change to the other party in the manner provided herein. S. Notice of Claims and Lawsuits. In the event a claim is filed or lawsuit is brought against Contractor or its employees for actions arising out of its operation and maintenance of the Events Center, Contractor shall notify and provide the City with a copy of such claim or lawsuit within five (5) business days of its receipt by Contractor. T. Privacy. To the extent allowed by law, personal Information collected, used, or acquired in connection with this Agreement shall be used solely for the purposes of this Agreement. Contractor and its Subcontractors agree not to release, divulge, publish, transfer, sell, or otherwise make known to unauthorized persons personal information without the express written consent of the City or as provided by law. Contractor agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access of personal information. Contractor acknowledges the City is a public agency subject to the state Public Records Act, chapter 42.56 RCW, and may be required to disclose records within the City's possession or control that relate to the Contractor, its business, or the operation and maintenance of the Events Center upon the City's receipt of a proper request for such records. KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 20 of 26 The City reserves the right to monitor, audit, or investigate the use of personal information collected, used, or acquired by the Contractor through this Agreement. The monitoring, auditing, or Investigating may Include but is not limited to salting by the City. Contractor shall certify return or destruction of all personal information upon expiration of this Agreement. "Salting" is the act of placing a record containing unique but false information in a database that can be used later to identify Inappropriate disclosure of data contained in the database. Any breach of this provision may result in termination of the Agreement and the demand for return of all personal information. For purposes of this provision, personal information includes, but is not limited to, Information identifiable to an individual that relates to a natural person's health, finances, education, business, use or receipt of governmental services, or other activities, names, addresses, telephone numbers, social security numbers, driver license numbers, financial profiles, credit card numbers, financial Identifiers, and other identifying numbers. U. Publicity. The Contractor agrees to submit to the City all advertising and publicity matters relating to this Agreement which, in the City's judgment, City's name can be implied or is specifically mentioned. The Contractor agrees not to publish or use such advertising and publicity matters without the prior written consent of the City. I V. Records Maintenance. The Contractor shall maintain complete financial records relating to this Agreement and the services rendered, Including all books, records, documents, electronic database, magnetic media, receipts, invoices, and shall maintain all other evidence relating to this Agreement and performance of the services described herein, including but not limited to, accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement. Contractor shall retain these records for a period of six years following the date of final payment. At no additional cost, these records shall be subject at all reasonable times to inspection, review, or audit by the City, the Office of the State Auditor, and federal and state officials so authorized by law, rule, regulation, or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. W. Registration With Department Of Revenue. The Contractor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Agreement. X. Right Of Inspection. The Contractor shall provide right of access to the City, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times at any of its business locations, In order to monitor and evaluate performance, compliance, and/or quality assurance under this Agreement. Y. Site Security. While on City premises, Contractor, its agents, employees, or Subcontractors shall conform in all respects with physical, fire, or other security regulations. Z. Subcontracting. Neither the Contractor nor any Subcontractor shall enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the City. KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 21 of 26 I i I AA. Taxes. All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the Contractor or Its staff, and all filings therefor, shall be the sole responsibility of the Contractor. BB. Waiver. Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Agreement unless stated to be such in writing and signed by both parties. XV. TERMINATION A. Termination For Default. Either party may terminate this Agreement upon a default by the other party hereunder. A party shall be in default hereunder if (1) such party falls to pay any sum payable hereunder within thirty (30) days after same is due and payable, or (H) such party fails in any material respect to perform or comply with any of the other terms, covenants, agreements, or conditions hereof and such failure continues for more than thirty (30) days after written notice thereof from the other party. In the event that a default (other than a default in the payment of money) is not reasonably susceptible to being cured within the thirty (30) day period, the defaulting party shall not be considered in default if it shall within three (3) days have commenced with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence the curing of such default. In the event of a default, the City reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by the City to terminate the Agreement. B, Damages. In the event of termination, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Agreement and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g. cost of the competitive bidding, mailing, advertising and staff time. The rights and remedies of the City provided In this Agreement are not exclusive and are In addition to any other rights and remedies provided by law. C. Termination Procedures. Upon termination of this Agreement, the City, in addition to any other rights provided In this Agreement, may require the Contractor to deliver to the City any property specifically produced or acquired for the performance of the part of this Agreement that was terminated. The provisions of the "Treatment of Assets" clause shall apply In such property transfer. The City shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by the City, and the amount agreed upon by the parties for (1) completed work and services for which no separate price is stated, (ii) partially completed work and services, (Ili) other property or services that are accepted by the City, and (iv) the protection and preservation of property, unless the termination is for default, in which case the City shall determine the extent of the liability of the City. Failure to agree to the City's determination shall be a dispute within the meaning of the "Disputes" clause of this Agreement. The City may withhold from any amounts due the Contractor such sum as the City determines to be necessary to protect the City against potential loss or liability. KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 22 of 26 i I The rights and remedies of the City provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. After receipt of a notice of termination, and except as otherwise directed by the City's Contract Administrator, without any further action on the part of Contractor or the City, the City shall, or shall cause another management company retained by it to, accept the assignment of Contractor's rights, and assume and perform all of Contractor's obligations, arising after the date of expiration or termination of this Agreement, under any licenses, occupancy agreements, rental agreements, booking commitments, advertising agreements, concession agreements, and any other contracts relating to the Events Center which have been executed by Contractor hereunder, except (a) to the extent that any such license, agreement, commitment or contract was executed by Contractor in violation of any of the restrictions applicable to Contractor's right to execute such licenses, agreements, commitments or contracts contained In this Agreement and (b) for any such license, agreement, commitment or contract to which the consent of the other party thereto Is required for such assignment and assumption unless such consent is obtained (in the case of any such consent, Contractor will use commercially reasonable efforts to obtain such consent and the City will cooperate in any reasonable manner with Contractor to obtain such consent). Without limiting the generality of the foregoing, the Contractor shall: 1. Stop work under the Agreement on the date, and to the extent specified, in the notice; I 2. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Agreement that is not terminated and except for those materials and services absolutely necessary to continue the contract work up to the termination date; 3. Assign to the City or a successor management company hired by the City, in the manner, at the times, and to the extent directed by the City's Contract Administrator, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the City has the right, at its sole discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. 4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the City to the extent City may require, which approval or ratification shall be final for all the purposes of this clause; 5. Transfer title to the City and deliver in the manner, at the times, and to the extent directed by the City any property which, if the Agreement had been completed, would have been required to be furnished to the City; i 6. Complete performance of such part of the work as shall not have been terminated by the City; and 7. Take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to this Agreement which is in the possession of the Contractor and in which the City has or may acquire an interest. KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 23 of 26 TREATMENT XYI T NT OF ASSETS I A. Treatment OF Assets. Title to all property furnished by the City shall remain with the City. Title to all property furnished by the Contractor, the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this Agreement, shall pass to and vest in the City upon delivery of such property. Title to other property, the cost of which is reimbursable to the Contractor under this Agreement, shall pass to and vest in the City upon (1) Issuance for use of such property in the performance of this Agreement, or (ii) commencement of use of such property In the performance of this Agreement, or (III) reimbursement of the cost thereof by the City In whole or in part, whichever first occurs. 1. Any property of the City furnished to the Contractor shall, unless otherwise provided herein or approved by the City, be used only for the performance of this Agreement. 2. The Contractor shall be responsible for any loss or damage to personal property of the City which results from the willful misuse or negligence of the Contractor or which results from the failure on the part of the Contractor to maintain and administer that property in accordance with sound management practices, normal wear and tear excepted. 3. If any City personal property is lost, destroyed or damaged through the negligence of Contractor, the Contractor shall immediately notify the City and shall immediately replace that property from its operating funds and, if damaged, take all reasonable steps to protect the property from further damage. 4. The Contractor shall surrender to the City all property of the City prior to settlement upon completion, termination or cancellation of this Agreement. 5. All reference to the Contractor under this clause shall also include Contractor's employees, agents or Subcontractors. XVII DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub- contract, the Contractor, its sub-contractors, or any person acting on behalf of the Contractor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. i Contractor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XVIII. SEVERABILITY The provisions of this Agreement are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT-Page 24 of 26 i i XIX. ENTIRE AGREEMENT i This Agreement, including its referenced exhibits, represent all the terms and conditions agreed to between the parties and shall supersede all prior verbal statements of any officer or representative of the City. No other understandings or representations, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties. Nothing contained In this Agreement shall be deemed to give any third party any claim or right of action against the City or the Contractor that does not otherwise exist without regard to this Agreement. XX. CONFORMANCE If any provision of this Agreement violates any statute or rule of law of the State of Washington, it is considered modified to conform to that statute or rule of law. XXI. FORCE MAJEURE No party will be liable or responsible to the other party for any delay, damage, loss, failure, or Inability to perform caused by "Force Majeure" if notice is provided to the other party within ten (10) days of date on which such party gains actual knowledge of the event of "Force Majeure" that such party is unable to perform. The term "Force Majeure" as used in this Agreement means the following: an act of God, strike, war, public rioting, lightning, fire, storm, flood, explosions, epidemics, landslides, lightening storms, earthquakes, floods, storms, washouts, civil disturbances, explosions, freezing of equipment, terrorist acts, and any other cause which is not reasonably within the control of the party whose performance is to be excused and which by the exercise of due diligence could not be reasonably prevented or overcome (it being acknowledged that under no circumstances shall a failure to pay amounts due and payable hereunder be excusable due to a Force Majeure). XXII. APPROVAL This Agreement shall be subject to the written approval of the Kent City Council, the City's authorized representative, and its City Attorney, and shall not be binding until so approved. [Signatures on Following Page} i I i �I it KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT- Page 25 of 26 THIS AGREEMENT, consisting of26 pages and Exhibits,A thrvvghQ' is executed by the persons signing below who warrant that they have the authority tn execute the Agreement. SM8 City ofKent H. Westley �-S-uzette Cooke avor Title Date T' Dite Ben Wolters, Economic Dev. Director D(ate Approved astoForm: Tolin Brubaker, City Attorney 4ate KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL i i EXHIBIT A—LICENSE AGREEMENT Entered into between the City and the Team j ii I I I I i i i li �I FIRST AMENDMENT TO THE LICENSE AGREEMENT BY AND BETWEEN THE CITY OF KENT AND THUNDERBIRD HOCKEY ENTERPRISES, LLC RECITALS A. On March 15, 2011, the city of Kent sent a Letter of Intent ("LOI"), to the Seattle Thunderbirds supporting an amendment to the Lease Agreement between the City and the Seattle Thunderbirds that would revise the sale of suites and club seats at the ShoWare Center. The LOI contemplated the following basic changes with regard to the seasonal sale of suites and club seats: 1. The Seattle Thunderbirds ("Team") would be the sole contractor for the sale of suite licenses for hockey games only and SMG, as the City's agent, would sell suites on an individual basis for all non-hockey events. 2. This Amendment would allow suite pricing at approximately $16,200 for a ten person suite, $19,440 for a twelve person suite, $22,680 for a fourteen person suite, and $25,920 for a sixteen person suite for all hockey games. 3. The Team would receive a 15% commission on all "full-season" hockey game-only suite sales. After accounting for any commission due, the Team would receive 60 percent and the City would receive 40% of the net proceeds of the sale of suites for hockey games. The Team would also advertise non-hockey events to its full database of customers for the purpose of selling suites to non-hockey events. The Team would also be required to make other reasonable efforts to sell suites to its customers for non-hockey events. If the Team sells a suite for a non-hockey event, the Team would receive a 15% commission. After accounting for the Team's commission, if any, the City would retain 100 percent of the net proceeds from the sale of suites for non-hockey events. 4. The Team would be allowed to sell, on a single game basis, tickets to any suite which is not under contract for a Hockey Event at a price to be determined by the Team. The revenue from those sales would be included as both General Admission Revenue and as Net Ticket Proceeds. First Amendment to City of Kent and Thunderbird Lease Agreement Page 1 of 6 i 5. All of the "performance clauses" represented in the Exhibits at the end of the current License Agreement would be mutually adjusted to reflect the revised pricing structure of certain seats. 6. Club Seats would be reduced to $975.00 per seat on a Season Ticket basis. The City would receive the first $75,00 on each ticket sold on a Season Ticket basis, and the remaining $900 would be split with Thirty Percent (30% or $270) to the City, and. Seventy Percent (70% or $630) to the Team. B. This First Amendment (Amendment) to the License Agreement by and between the City of Kent and Thunderbird Hockey Enterprises, LLC (License Agreement), amends the original License Agreement executed on August 7, 2007. All other provisions of the original Agreement not inconsistent with this Amendment shall remain in full force and effect. For valuable consideration and by mutual consent of the parties, the parties amend the License Agreement as follows: AMENDMENT 1. ADD the following definition to ARTICLE I, AGREEMENT DEFINITIONS: 1.22.1 "General Admission Revenue" means all revenue generated from the sale of all tickets to Hockey Events that are not season ticket Suite License sales. 2. DELETE Section 4.1 of the Agreement, entitled "Term; Performance Standard," and REPLACE with the following: 4.1 Term; Performance Standards (a) The term of this Agreement shall be binding and effective as of the Effective Date and shall continue in full force and effect for a period of thirty (30) years from the Occupancy Date. (b) The City or Team may terminate this Agreement effective as of the end of the Operating Year during which' notice of termination is given to the other Party if (i) for any three consecutive Operating Years, the "General Admission Revenue," for Regular Season Games at the Arena equals less than each year's amount shown on Exhibit D in the column labeled "General Admission Revenue Target." (c) If for any two consecutive Operating years the General Admission Revenue for Regular Season Games at the Arena equals less than each year's amount shown on Exhibit D in the column labeled "General Admission Revenue Target," the City may, at its sole discretion, request that the WHL require the Team to produce a comprehensive business plan covering both business and hockey operations. If the WHL so requires such a plan, then upon receipt of the Teams business plan, the WHL and the City will jointly evaluate the plan and make recommendations regarding proposed actions by the Team to meet the performance standards. If the Team agrees to the recommendations of the WHL/City, the Team will be granted two Operating Years, commencing in the Operating Year following the date of such recommendations, to achieve the performance standard set forth above, and the City may not terminate the Agreement at the end of the third First Amendment to City of Kent and Thunderbird Lease Agreement Page 2 of 6 I low-attendance General Admission Revenue Operating Year as described in subsection (b), immediately above. However, if the General Admission Revenue for League Games at the Arena during those next two consecutive Operating Years (i.e., the third and fourth Operating Years) has low attendance that does not meet the General Admission Revenue Target; the City may then terminate this Agreement effective upon the last date of the fourth Operating Year with low attendance. If the Team does not provide a detailed business plan or does not substantially follow the actions recommended by the WHL/City, the provisions of subsection (b), above, shall then become effective and the then-current Operating Year shall serve as the final year of the evaluation period (which period will comprise a total of three Operating Years—the two consecutive Operating Years referenced at the beginning of this subsection plus the Operating Year referenced in this j sentence). If the City does not request the WHL to require the Team to produce a comprehensive business plan, then the provisions of subsection (b), above, shall remain in effect as an alternative available to the City. (d) The Team will use its best efforts to obtain assurance by the WHL that if at any time during the term of this Agreement, the WHL determines that the Team is no longer a commercially viable operating member of the League and is unable to continue to operate, and as a result the Team forfeits or otherwise loses its franchise rights to the WHL, the WHL will offer the City the first option to purchase the franchise at fair market value or to find a buyer acceptable to the City and the WHL. (e) If the City terminates its license agreement with the Team without first availing itself of the procedure set forth above in Section 4.1.(c), the WHL will be under no obligation to maintain a WHL?franchise in the Center. 3. DELETE Section 6.6 of the Agreement, entitled "Suites," in its entirety and REPLACE with the following: (a) The term, "Suite License" applies only to the sale of full-season hockey-only packages for one or more Suites. The term, "Individual Suite Sale" applies to all other Suite sales, whether for non-hockey events or individual hockey events. (b) On or before September 30 of each calendar year, the City and the Team will collaboratively develop the prices for Suite Licenses to be sold for the Operating Year that begins in the following calendar year. For the 2011-2012 Operating Year, tentatively agreed Suite License pricing is approximately as follows: $16,200 for a ten-person suite, $19,440 for a twelve-person suite; $22,680 for a fourteen-person suite; and, $25,920 for a sixteen-person suite. The prices listed above do not include Playoff Games, or other special Hockey Events that are not Team Regular Season League Games. Suite License Holders shall be required to buy tickets for Playoff Games as a part of their original Suite License, and any amounts paid for Playoff Games under a Suite License shall be divided between the Team and the City as described below. Any amounts paid for Playoff Games or other Hockey Events that are not Team Regular Season League Games that are not for Suite Licenses (i.e. individual game tickets) shall not be subject to the revenue splits described below, and shall instead be listed as General Admission Revenue. Except as provided below, the Team shall be responsible for the sale of all Suite Licenses, The Team shall serve as the exclusive contractor to be responsible for the sale of Suite Licenses for Hockey Events, and shall receive a commission of fifteen percent (15%) of the revenues from the sale of Suite Licenses, plus, as described below, an amount equal to sixty percent (60%) of those revenues after the sales commission. The City shall retain the remaining forty (40%) of Suite License revenues after the sales commission. I i First Amendment to City of Kent and Thunderbird Lease Agreement Page 3 of 6 I (c) Except as provided below, the City or the City's selected agent may market or sell all Individual Suite Sales for non-hockey events. The Team, however, will advertise non-hockey events to its full database of customers and make other reasonable efforts to sell individual suites for non-hockey events. If the Team completes an Individual Suite Sale for a non-hockey event, the Team will receive a 15% commission; otherwise the City will retain all Individual Suite Sale proceeds. For the purposes of this Section 6.6, any sale of a Suite to a non-hockey event to any customer in the Team's database shall be considered a sale made by the Team, and the Team shall be entitled to any commission due as if the Team had made the sale directly. Any subsequent sales of a Suite to a non- hockey event to any customer that was originally in the Team's database, but has moved into the City's database as a result of a prior sale shall still be considered a customer of the Team's, and the Team shall still be entitled to any and all commission due. Notwithstanding the above, events promoted by Feld Entertainment (limited to the following events: Disney on Ice, Disney Live, and the Ringling Brothers Circus), shall not be entitled to any commission for a sale to a customer in the Team's database. (d) Suite Licenses shall permit their holders to view all Hockey Events without additional charge and to use the lounge, VIP entrance, Suite level restrooms and Premium Reserve Parking allocated to the Suites. Suite Licenses shall not permit their holders to attend non-hockey events, or events that are not open to the general public, and/or events for which admission is not charged. However, holders of Suite Licenses for Hockey Events shall be provided with the privilege of buying the suite for Non-Hockey Events at the price that suite would be offered to the general public, and those Suite License holders will have the opportunity to purchase the suite for those Non-Hockey Events in advance of tickets going on sale to the general public, so long as the advanced sale can be, reasonably accomplished given the nature and scheduling of the event, (e) For any Hockey Event where a Suite is not subject to a Suite License or an Individual Suite Sale, the Team may offer tickets for Box Seats in that Suite to the general public on a per-seat basis at a price to be established by the Team. The proceeds from the sale of such Box Tickets shall be included as both Net Ticket Proceeds and General Admission Revenue and not under this Section. (f) The City shall reserve a Suite for its use at any and all times, and at no charge to the City. The City may make the Suite available to governmental, nonprofit, and school persons or entities, and may determine whether or not to charge for that use. The City shall, by providing notice to the Team on or before August 1 of each year, have the right to make its Suite available for sale for an entire Season; in that event, the Team shall have the option of selling that Suite for that Season to a single person or entity, or to sell Box Seats in that Suite on a per-seat basis, and all receipts for the seasonal sale of that Suite or those Box Seats shall be shared with the Team as General Admission Revenue and shall also be included as Net Ticket Proceeds. (g) The Team shall have the right to use a Suite for both Hockey Events and Non-Hockey Events, at no charge to the team, excluding, however, events that are not open to the general public or events for which admission is not charged. The team may, in its sole discretion, sell tickets to its Suite for any Hockey Event as individual game tickets. The sale of such tickets shall be treated as if the sale occurred under Paragraph 6.6(e). i First Amendment to City of Kent and Thunderbird Lease Agreement Page 4 of 6 i 4. DELETE Section 6.7 of the Agreement entitled, "Club Seats" in its entirety and REPLACE with the following: (a) The Team shall have the right to sell Club Seats for Hockey Events. The price per each Hockey Event Season Ticket Club Seat for the 2011-2012 season will be $975.00, unless the Team and the City agree otherwise. A purchaser of a Club Seat will be a season ticket holder for Hockey Events, and that purchaser will have the privilege of using the Suite level lounge, VIP entrance, Suite level restrooms, Premium Reserved Parking, and such other privileges upon which the Team and the City agree. (b) The City shall have the right to determine the price of and sell (or to contract for the price determination and sale of) Club Seats for Non-Hockey events and the City shall retain or control the distribution of all revenues with respect thereto. The City shall also have the right to make Club Seats available for Center uses that do not constitute either Hockey Events or Non-Hockey Events (e.g. governmental or community meetings or events at which admission is hot charged). However, holders of Club Seats for Hockey Events shall be provided with the privilege of buying seats for Non-Hockey Events at the price of those seats to the general public, and those Club Seat holders will have the opportunity to purchase those seats for such Non-Hockey Events in advance of tickets going on sale to the general public, so long as such advanced sale can be reasonably accomplished given the nature and scheduling of the event. Nevertheless, this does not provide Club Seat holders with an opportunity to purchase tickets in Club Seats at events that are not open to the general public, or to attend events for which admission is not charged. (c) All revenues realized from the sale of Hockey Event Season Ticket Club Seats shall be allocated between City and Team as follows: the first seventy-five dollars ($75.00) of revenue from the sale of a Club Seat Season tickets shall be paid to the City, and the balance of revenue from the sale of Club Seats shall be allocated thirty percent (30%) to the City and seventy percent (70%) to the Team. (d) If the Team does not sell a Club Seat on a Season Ticket or License basis for a Hockey Event, the Team may offer tickets for Club Seats to the general public on a per- seat basis at a price to be determined by the Team. The proceeds from the sale of Club Seats sold on a season ticket or license basis and all individual Club Seat ticket sales shall be included in the General Admission Revenue Target and as General Admission Revenue. The proceeds of such an individual club seat sale shall also be included as Net Ticket Proceeds. (e) The Team shall bear the costs of sales of Club Seats and shall not be entitled to a commission on any Club Seats sold. S. DELETE Exhibit C to the License Agreement. 6. DELETE Exhibit D to the License Agreement and REPLACE with the new Exhibit D attached to this Amendment. 7. DELETE Exhibit E to the License Agreement. All acts consistent with the authority of the Agreement, previous Amendments (if any), and this Amendment, prior to the effective date of this Amendment, are First Amendment to City of Kent and Thunderbird Lease Agreement Page 5 of 6 hereby ratified and affirmed, and the terms of the Agreement, previous Amendments (if any), and this Amendment shall be deemed to have applied. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. i IN WITNESS, by executing this Amendment, the parties below accept all requirements of this Amendment, which will take effect on the last date entered below. THUNDERBIRD HOCKEY ENTERPRISES, CITY OF KENT: LLC: I By — By1 . Cr _ signature) (signature)s / Print a2 Print Na e: �u�S �G�t Grllf Its 1 Its i P U 4� (till ) ��h (title) DATE: DATE: 3 > — I 2L• APPROVED AS TO FORM: (applicable if Mayor's signature required) Ke i Law Department P!\Civil\Files\Open Files\1560-Showare\Thunderblyds-First Amendment-Hnal.do« I First Amendment to City of Kent and Thunderbird Lease Agreement - Page 6 of 6 i EXHIBIT C Deleted by First Amendment to License Agreement Exhibit 6 feveiiues- fFOFH the Regular Sea3en Games of the Team ffanq Piet Tieket PFeeeeds—, 44-eet rneFit paid to the-Gk-y-. Geneessien TieltetiGeneegsiensiGlub Seats Revenue Pro Forma- and Glub Seats i Gub Via+ 4et�al m v;a= o� Yeap "TcE-ypnolc 1 n'c 'rJL,atS r�cvcnuc m-vcnvc ,862 20G%q- 27n Cni1 '��-G�v�pTo��VC 215,009 ti C� �pO"�COJ' ,6-22V�`'� 'n S 777,��A,r.'7r 'Tl'�j S'TJ 1&,-GGo IITV, C 276-,535 77� 21 7AOTTT4C7 27 /, 4&3,-4§5 2in� 882,658 20133/14 �-tn�0o ^fi,� 864,46-5 GJ— y �7z�_t-6-83 53 224f8$8 885,138 �83 � 294-, 94- 484;84ra, ' 'moo 94833;1 291 8 98 nvi n ir� �2f1�1} 423 12G ^2�^��Ozz pvpw�(G 9&GCB 3;-'� 32 794:3 4447744 234,-69G i ,,n� 292i /'2 329 993 4&Sj73 �3_6VV i /lli 'L^�Vt�Cx�^ca^ TLTJT.J ���y t�C / �Z� '�^?� O�� 467,1.9J �'?'LTJ"V�0' it!1'],1"OJ�TLZ 2�9(�2�3��/2( 4 34�54 44/7}8� §655 238;788 -,4964�,GI67 2925/26 ?64—,2 y5 C Cl{I42 -96 2"JO TVII itiZ'-3V C�St 2n�,8 - &Z76S-7 ,459 244-,84DG 1 1 CTTJ4�T6 7G2-W" '�)f�l'y]T��IGy 2t-�32-p2�i �CA�„ 1-,6�jO/7C �OQV i/iZ iTtT1T A']-Y'L'C� O t 5 C Z1..4,$.18 i t G�;•�?jpp �2t�t��✓^�2/33 ST•� ��} ���� GiiCC5497G9,8 m 34i3T �5�4� 82�y6� 62�pp G/�6 254,300 i O3-7 if1C j 2",.n'J� '7TfJ8�II 6�9 2035136 456;35-Z 643,9364,-7-�)o ^^-�7� pp�-��� 6 g OtIQ 't C(S �^i n� T7T�'OTT S7�»V'a ZV37/38 ^ 4,-9-3✓ 676,5547 ')GZTTIVv' i tit 7�G'cT106 i i i Exhibit l3 Minimum Regular Seat Revenues Under the terms of Section 4.1 (c)of this Agreement,the following are the standards for general admission paid attendance revenue in each operating year of the Agreement, v ra a General General General Admissim Admission Admission tag d ce Revenue year Ticket Price Target Target 2008/09 $ 13.50 114,156 $ 1,541,106 2009/10 13.50 114,156 1,541,106 2010/11 13.50 114,156 1,541,106 2011/12 13,50 124,200 1,676,700 2012/13 13.77 124,200 1,710,234 2013/14 14.05 124,200 1,744,439 2014/15 14.33 124,200 1,779,327 2015/16 14.61 124,200 1,814,914 2016/17 14.91 124,200 1,851,212 2017/18 15.20 124,200 1,888,237 2018/19 15,51 124,200 1,926,001 2019/20 15.82 124,200 1,964,521 2020/21 16.13 124,200 2,003,812 2021/22 16,46 124,200 2,043,888 2022/23 16,79 124,200 2,084,766 2023/24 17.12 124,200 2,126,461 2024/25 17.46 124,200 2,168,990 20Z5/Z6 17.81 124,200 2,212,370 2026/27 18A7 124,200 2,256,617 2027/28 19.53 124,200 2,301,750 2028/29 18.90 124,200 2,347,785 2029130 19.28 124,200 2,394,740 2030131 19,67 124,200 2,442,635 2031/32 20.06 124,200 2,491,488 2032/3$ 20.46 124,200 2,541,318 2033/34 20.87 124,200 2,592,144 2034/35 21.29 124,200 2,643,987 2035/36 21,71 124,200 2,696,867 2036/37 22.15 124,200 2,750,804 2037/38 22.59 124,200 2,805,820 i i i ill LICENSE AGREEMENT By and between CITY OF KENT and THUNDERBIRD HOCKEY ENTERPRISES, LLC I i TABLE OF CONTENTS � =-=o� ARTICLE AGREEMENT DEFINITIONS...............................................................................2 ARTICLE 2 REPRESENTATIONS AND WARRANTIES..............,.-....—..~.~...-6 11 Representations and Warranties Of Team............ ................................... ..............h 2.7 Representations and Warranties ofCity.................................. .............................../ ARTICLE 3 CONSTRUCTION <}F CENTER.... ........ ................... ..................... ....................8 3.1 Obligation to COo8bT|o1... .......................................................................... ............« 3.2 Center Description.................. ............................. ..................... ............................U 3.3 Program Development........................................................................ .....,,~_,,.y ng �� ]�4 �o���U}� ...-°..~.._...~...~..~~..~.,...,,,..,,~__,,,,^._.__ 3.5 Budget }8 ,���,,_�,.,,,,,^��,,,,,,,,�,,,�,�^,_�,��,�,,�,�,��,, 3.6 Schematic Design........................................................................... ......... ...... .... l 3.7 Selection of GC/CM ...........~~............................................................................... l 3.8 Design Completion ....~....,~...~~~........—~......~~~-~—..]2 3.9 Project Cost Calculation... . ........................................................ ......................l3 3 11 �� '.^..����....`..�.��.�.~.~..�.�~.�~....^...^�..... 3]1 Project Completion........ ............................... ............... ...................................l5 � ARTICLE TERM AND LICENSE ............................................................ ...........................15 4] Term; Performance Sluoduzd...................................................... ............. ............ 5 l7 4.2 EfTeo1�'xT)ute.....^.....—~.^.~^..~.......—~~..~~--~._.~~..~. 4.3 License 17 .....~.—....~~.~~~_--._--...~.~.~~...—.....—_~.~. ARTICLE 5 LICENSE FEES.~........^..~.^..--.^.........—............]7 5] License Fees.............................—~..~--~..,.—.~..........~........l7 � �7 5.2 License]R00sfor�T0oken}�/eIdS~....—..~...—~~~..~—.~.—~-~....^. 5.3 Reimbursement 0f Costs...... .....................................................— .......... ............lX l� 5.4 Facility Fee.~~~. ................................................................................. ]� 5.5 Box (}��oV—.~.....—.~..~~^~..,,,__,,,-___,,,,,_,,~~,,~~,~^- ARTICLE CENTER REVENUES.............................................................. 6] Concessions.......................~~^~^^^^~^—^~^~—~^^—`~--^~~^~~^^^~... 9 l4 6.2 /\UYtTUS1nK..........—.~^^..........~.—~.~ � 6] Scoreboard Advertising ..—~.......--.......~...—.—.~.—.~..~~. �� h�� Center .......^..~...~^....,^......—~~~—^~..—.^.— 6.5 Cco1ez Narriing Rights................... .................................................... ........ .........22 �� 6.6 Su�eo.....—...—~.....--.^.—..~...~.....—~..,...^.~~.'~~... 6.7 Club Seats � —......~....,—.~^—.....--~.—....~—...~..—...... 6.8 Premium Reserved Parking.... .............................................................. ~~~.~ ...26 ARTICLE 7 TEAM FACILITIES................................... ...... .......... ................ ...............27 7.1 Use and Occupancy of Team Facilities .... ......................................... ............ .....27 T2 Construction of Team Facilities and Improvements..............................................27 7.3 Janitorial Services in Team Facilities; No Additional License Fees .....................27 ARTICLE 8 USE OF CENTER BY TEAM-GENERAL........................................................27 8.1 Scheduling-Regular Season Gaines ............................................ ......................27 8.2 Scheduling-Playoff Games.................................. ............... ...............................29 8.3 Scheduling-Hockey Events.......................................................................... ......29 8.4 Training Camp............................................................................ ..........................29 8.5 Hockey School............................................. .........................................................10 8.6 Practice Times.................................................................................. ........ .........30 ARTICLE 9 USE OF CENTER BY TEAM-GAME DAY.....................................................31 9.1 Use of Game Day Facilities...................................................... ............................31 ARTICLE 10 CITY'S RIGHTS AND OBLIGATIONS.............................................. ...............32 10.1 Maintenance and Provision of Facilities....................................................... .......32 10.2 Team's Remedies............... .............................. ........... ......... ............... ..............32 10.3 Exclusive Rights to Hockey Events.......................................................... ............33 10.4 Loading Zone and Buses........................................................................................33 10.5 Center Personnel....................... .......................................................... .................34 10.6 Maintenance of Team's Equipment............................................................... .......34 10.7 Dasher Board System.... ................................................................................ .......34 10.8 Inspection, Repair and Improvement of the Team Facilities and the Center......-34 10.9 Broadcast Advertising Time......................................................--............. ..........35 ARTICLE I I 7EAM'S RIGHTS AND OBLIGATIONS............................................................36 11.1 Ticketing........... ................. .............................................. ...................................36 11.2 Novelties,Etc........-.......................................................................... ........... ........36 11.3 Under lee Displays.................................................................................................37 11.4 Appointment of Center Manager and Concessionaire...........................................37 11.5 Team Parking.......................................................................................... ..............37 11.6 Preferred Parking...................................................................................................37 11.7 Media Rights..........................................................................................................38 11.8 Telephone...... .................................................................................... ............. .....38 11.9 Advertising.....................-.....................................................................................38 11.10 Team Personnel......................................... .......................--......... ...... ................38 11.11 Lawful Use........................................................................................... ...............-38 11.12 No Adverse Actions...............................................................................................39 11.13 Team Name................ ............................ ..............................................................39 11.14 No Nuisance...... ............................................................................................. ......40 11.15 Assignment and Transfer.................. ....................................................................40 11,16 Alterations to Team Facilities........................ ....... ...............................................40 11.17 Obligation to Play at Center............................ ......................................................41 5083 W2.2 l[lS Obligations to Make Payments 8S Provided in Agreement ......~-.........'_^/4l � /\��.[l(`i,}� \2 ��(}.[{[AJ� <�(}�JE}V/�lVl'3 .............'...-........^..�............~.........''~^.. 17] Audit Rights...- ...............~ .......................................... ............... .................42 12.2 Books and Records ....................... ............................................. ..........................42 12.3 Confidentiality �� ^^~^~^^~~-~^~^^~^^-~^^~~^~^~~^-^~^~~^^~~~~~~^~. 12.4 Conduct of Business ...... ......................................................................................43 12.5 Damage and Destruction...................................................... ..................... ...........4] 12.6 Force Muiturt. .................................................................,_`.~~._^.,�:,,,�/�3 � �4 ]�>.7 Not Pod�uers .~°-...~~.......~~.....--..~...~...~.~...~-~^^. 12.8 Interest and Other Charges nn Overdue Amounts.................................................44 � /\��TI(�T�E ]] DISP[[TES~.-....--~.^~~..^....~.~.~..^-...,~,,,,-~,__,,,, 13.1 Submission 0F Claims (o ...-..~,^~..~~..-..~-..~....~....44 13.2 Executive Conference.......... ............ .............. ...........~.. ...................................f1 13.3 Mediation..... ...................- .................................................................................45 �� }].4 �Uf��zutoU....-.~.~......~.~-~..~~.^.~-....~^~...-....-~.~^. 133.5 Final Dispute RoSOlut0I.................................................................... .. ............45 � /�]�Tl[!T,T� }4 ����{TR/���(�l�Rl�k)U1l{LJ\�t�Vl�8....--...-.......~.-...-.~^..~,.. 14.1 Touoz Required Liability Insurance........................ ~. ................ ....... ................45 14.2 General Requirementsfor 1,eum'e Insurance .............. ...... .................... .............46 14 48 �\ ~-~--^^~^~~~-~~~~~~~'~^~~-^^^^~~~~~~^^^^~~~^~~~ 14.4 Adjustments of Claims.............................................. ..........................................-48 14.5 Remedies 0u Failure to Insure........... .......................:........... ....... ..... ............48 14.6 Citv'u Insurance.............. ~.......................................................................... ........48 14.7 Mutual Release and Waiver............................. ...................... .......`~~.~~..^^.A9 ARTICLE }5 MISCELLANEOUS PROVISIONS............................................................... .....Aq 15] Notices ..~....^^..-,,~,,,_,,~,~,,,,,,_,,,,,^,,,~,,,,_~'_~,/+y 15.2 Time ofEssence 50 ......-~......-...-.....~-_~~.,.^.~~,,_~, 15.3 Remedies Cumulative..................................................................................... ......50 15.4 Invalidity wf Particular Provisions; S ............................. -....~.....j0 15.5 Governing Law and Venue...... ...................................................................... ......50 15.6 Police Power Reserved..........................................................................................5l 15.7 Schedules........................................ ................................ .................................. ,5} 15.8 Headings 5] .....~~~^^-~~~~^-~~^^~^^~^~^-^~~^^-~-^~'^^^~^~^ �j 15.9 Ru�re8coo....~....._....,..~~...-..~-.~..--.~--,........ 15.10 Certain Rules 0f Interpretation.................... ................ .........................................51 15.11 Construction 51 ..-.--....~..-^-~..--.~~~^~.~....-~~--.~~...� �� l5]2 EId��ne ...~~'~,~,,_^~~~,_,,~,,__,,,,,,,,,~~~,,~^,,. 15.13 �� �.^��.^�.��........~....�,....�^..~.^..�~�,....��. 15.14 Successors and Assigns..-....-.-.....~...~.-~..^~-.~..~..~..~~52 15.15 Ponhib�iOoouP�YutuActivity ................................ ....... ........... ~-5} -iii mm/^m.2 | i I EXHIBITS Exhibit A WHL Arena Standards Exhibit B Center Advertising Pro Fonzra Exhibit C Ticket/Concessions/Club Seats Revenue Pro Forma Exhibit D General Admission Targets Exhibit E Events Center Suite Sales Pro Forma i I I I I -iv- 5083140 2 i I LICENTSE.AGREEMENT — This Agreement is entered into effective as of the Effective Date by and between the City of Kent ("City"), a code city and municipal corporation of the State of Washington and THUNDERBIRD HOCKEY ENTERPRISES, LLC ("Team"), a for-profit cornpany incorporated i under the laws of the State of Washington. The City and the Team is each referred to below as a "Party," and collectively they are referred to below as "Parties." I RECITALS: A. The City is the owner of the land located in the City of Kent, Washington on James Street within the City, between Sa' Ave. South and the Union Pacific Railroad right-of- way, and intends to construct a multi-use special events center featuring, among other activities, professional ice hockey (the "Center") on that land,as further described herein; B. The Team is the owner of the Western Hockey League (the "League") team, the Seattle Thunderbirds, with an ongoing franchise from the League that commenced in 1977 (as the "Seattle Breakers"). The Team desires to occupy and use the Center in connection with the franchise in the manner provided for in this Agreement; C. Pursuant to a Letter of Commitment dated April, 2006, an Arena Design and Development Agreement—Kent Event Center dated October 20, 2006, and a Term Sheet for the Proposed License Agreement Between the City of Kent and Thunderbird Hockey Enterprises, LLC dated March 6, 2007, the Parties have actively begun cooperating on the design and development of the Center. The City and the Team wish to enter into this License Agreement (this "Agreement'), which will supersede all of the previous agreements and set forth the terms and conditions under which the Center will be developed and the Team will have use of the Center as a licensee. D. The Parties recognize and acknowledge that a constructive relationship between the City and the Team is critical to the development and operation of a successful public events facility. While it is contemplated that the City will be providing most of the funding for construction of the Arena, the City will work closely with the Team and ensure the Team's involvement in all key elements of the Arena's development. The City, in particular, recognizes that the Parties'mutual success is key to project success and, to that end, will use its best efforts to cooperatively construct a contractual relationship designed to achieve success both for the Team and for the City. The intent of the City and the Team is that the design, construction and operation process shall be a cooperative, mutual endeavor in which the City and the Team work together constructively in all major phases of development and operation of the Arena. The Team will be the principal licensee and user of the Arena and, as such, the City recognizes that the Team has a substantial and continuing interest in the design, development, construction, financing and operation of the Arena. In consideration of the mutual promises and covenants herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties agree as follows: i 5083w02.2 -1 i i ARTICLE 1 AGREEMENT DEFINITIONS In this Agreement, including the recitals and schedules hereto, the following words have the following meanings: 1.1 "Agreement"meads this License Agreement, as it may be amended from time to i time. I 1.2 "Arena" means the Arena located in the Center and having the programmatic specifications set forth in Section 3.2. 1.3 `Box Seats"means all fixed viewing seats in Suites. 1.4 `Box Office"has the meaning set forth in Section 5.5. 1.5 "Center" means the multipurpose special events center including the Arena, featuring, among other activities, professional ice hockey, to be constructed by City, which shall have, among other things, the specifications set forth in Section 3.2 and the surrounding area, including the Parking Lot. 1.6 "Center Advertising" means all advertising in or around the Center, other than Hockey Event Advertising and Center Naming Rights. 1.7 "Center Advertising Pro Forma" means the Center Advertising pro forma mutually agreed upon by the Parties and as set forth in Exhibit B. 1.8 "Center Naming Rights" means the rights to designate and control the name of the Center,the Arena, or any part thereof. 1.9 "Center Manager" means a City employee or third party manager appointed by the City to manage the Center, the Arena or any part thereof, as described in Section 11.4. 1.10 "City" means the City of Kent, a code city and municipal corporation of the State of Washington,its successors or assigns, including without limitation any public facilities district created by the City of Kent. 1.11 "Club Seats"means those special fixed viewing seats in the Arena specified from time to time as club seats, together with specific rights and privileges attached to the right to occupy such seats as described in Section 6.7. 1.12 "Club Seat Tickets" means Club Seat tickets to regular season and preseason League Games. 1.13 "Community Ice Sheet" means the Kent Valley Ice Center or other publicly- owned or privately-owned skating facility within the City and jointly designated by the Parties as a Community Ice Sheet. 2 $0831402.2 1.14 "Complimentary Tickets" means tickets, or other rights of admission, issued free of charge, 1.15 "Concessionaire" means the person or persons to whom the City grants Concessions rights for the Center under Section 11.4. 1.16 "Concessions" means all food and beverage (whether alcoholic or non-alcoholic) sold by the Concessionaire at Hockey Events, including food and beverage sold through concession services or catering services. i 1.17 "Effective Date"has the meaning set forth in Section 4.2. i I 1.18 "Events Center Suite Sales Pro Forma" means the Events Center Suite Sales Pro Forma mutually agreed upon by the Parties and as set forth in Exhibit E. 1.19 "Exhibition Game"means any game played by the Team at the Center that is not a Regular Season Game or a Playoff Game. 1.20 "Facility Fee"has the meaning set forth in Section 5.4. 1.21 "Game Day Facilities" means the following areas of the Center that are available for use by the Team in connection with each Hockey Event: Section 5.5; (a) the box office or ticket office in the Center, subject to the provisions of (b) the Arena; (e) the Parking Lot; (d) the public address system, video board system, and music and sound system in the Center; (e) the Visiting Team's locker room and game night officials room; I (0 the press box as defined in Section 3.2(e), (g) the media control center as defined in Section 3.2(f), (h) the first aid room as further described in Section 3.2(g), (i) all public spaces, permanent seating, lobby areas and common areas in the Center, and I i (j} such other parts of the Center reasonably necessary for the proper playing, j viewing, or hosting of hockey games. I i 1.22 "GC/CM" means the general contractor/construction manager selected by the City pursuant to Chapter 39.10 RCW. I -3- 50831402.2 i 1.23 "Hockey Events" means League Games, other hockey games, and hockey skill competitions and exhibitions that occur at the Center. 1.24 "Hockey Event Advertising,"has the meaning set forth in Section 6.2. L25 "Hockey School"has the meaning set forth in Section 8.5. I 1.26 "League" means the Western Hockey League (WHL) as now or hereafter constituted or any successor or replacement league. 1.27 "League Games" means any League hockey games played by the Team, or by other League teams or Canadian Hockey League teams, in the Center, and includes all Regular Season Games,Exhibition Games, and Playoff Games. 1.28 "League Schedule" means the annual listing officially promulgated by the League in advance of each Season, which sets forth the games to be played during the Season by the League teams as the competition among such teams for the League championship for that Season, and the dates and places upon which and the locations where all such games are scheduled to be played. 1.29 "License Fees"means all amounts payable by the Team under Article 5. 1.30 "MACC"means the maximum allowable construction cost for which the GC/CM commits to construct the Center, as further described in Section 3.3(b). 1.31 "Net Concession Sales" means all gross revenue derived by the Concessionaire from Concessions at any Hockey Event, less state and local sales and use taxes and less any commission or other fee retained by the Concessionaire (which shall include Concessionaire's costs and expenses). 1.32 "Net Ticket, Proceeds" means the gross revenue from Hockey Events derived from: the sale of tickets or other rights of admission (including tickets sold for Box Seats and Club Seats not otherwise leased or licensed), less commissions or charges paid to unaffiliated third party ticket brokers for selling such tickets and less ticket, admission, sales or similar excise taxes or facility fees (other than the Facility Fee) levied on the sale of such tickets by the City or any city, state or federal taxing authority and paid by the Team. Net Ticket Proceeds does not include the Facility Fee, which is paid to and earned solely by the City. 1.33 "Non-Hockey Event" means an event occurring at the Center for which tickets are sold or admission is charged, other than Hockey Events and games associated with Training Camp and Hockey School. 1.34 "obligor"has the meaning set forth in Section 12.1. I 1.35 "Occupancy Date" means the date that the Center is available to permit the Team to play League Games. $0631502.2 -4- i 1.36 "Operating year" means the 12-month period commencing on .Tune 1 in each year and endung on the following May 31. 1.37 ")Parking Lot" means the new City-constructed parking lot or other facility located in or adjacent to the Center. 1.38 "Party"means the City or the Team, collectively,the "Parties." 1.39 "Playoff Game" means any playoff game that is scheduled by the League or by the Canadian Hockey League (or its successor or replacement) as part of the post-regular season play for that Season. 1.40 "Premium Reserved Parking" means an area made available during Hockey Events exclusively to holders of Suite Licenses, Club Seat licenses, and packaged tickets, as part of the package of premium benefits provided to such holders. 1.41 "Project"means the process of design and development of the Center. 1.42 `Project Manager"has the meaning set forth in Section 3.10(a). 1.43 `Recipient"has the meaning set forth in Section 12.1. 1.44 "Reduced Facility Fee"has the meaning set forth in Section 5.4. 1.45 "Reference Facilities" means the following event centers in substantially the size, capacity, design and construction parameters as each facility exists as of the date of this Agreement: Broomfield Event Center in Broomfield, Colorado, Chevrolet Centre in Youngstown, Ohio, and the Arena and hockey-related portions of the Everett Events Center in Everett, Washington(excluding Everett's community ice sheet). 1.46 "Regular Season Games" means any League Game that is part of the League Schedule. I 1.47 "Regular Season"means the period from September 5 of any year to April 30 of the following year. 1.48 "Regular Seats" means those fixed viewing seats in the Center from which events in the Center are to be viewed and that are not Club Seats or Box Seats. 1.49 "Returned Tickets"has the meaning set forth in Section 5.4(c). 1.50 "RCW" means Revised Code of Washington. 1.51 "Scheduling Meeting" means the meeting of the League at which the schedule for an upcoming Season is determined and which is generally held in July of each year or earlier, and which is expected to be held in June of each year if all teams within the League have lease or license arrangements that enable the Scheduling Meeting to occur in June. 50631402.2 _�- i i 1.52 "Season" means, for each year during the Term, the period from the first day of Training Camp in August until one day after the last League Game in which the Team is — involved, for each League season during the Term; provided however, that if the Team hosts the championship for the Canadian Hockey League (or its successor or replacement), the Season shall end on the day following the last Playoff Game. 1.53 "Suite Licenses" are contracts permitting the holders to use one or more Suites, as described in Section 6.6. 1.54 "Suites" means Box Seat suites located in the Arena whether completed at the time of the initial construction or thereafter added to the Arena, and excludes the City's Suite, any Suite allocated to the entity purchasing Naming Rights, and the Suite allocated to the Team. 1.55 "Team" means THUNDERBIRD HOCKEY ENTERPRISES, LLC, a for-profit company incorporated under the laws of the State of Washington, and its successors and assigns. 1.56 "Team Facilities"means those areas of the Center described in Section 3,2(d). 1.57 "Team Store"means the facility described in Section 3.2(d)(ii), 1.58 "Term"means the term of this Agreement as provided in Section 4.1. 1.59 "Training Camp" means the Team's main training camp described in Section 8.4. 1.60 "Visiting Team"means any ice hockey team visiting for the purpose of playing the Team in a League Game. 1.61 "WHL"means the League, 1.62 "WHL Arena Standards" means the WHL Arena Facilities Standards that exist at the time this Agreement is executed and which are further described in the attached Exhibit A. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1 Representations and Warranties of Team. The Team represents and warrants to the City, as of the date of this Agreement, as follows: (a) The Team is a validly existing limited liability company duly organized under the laws of the state of Washington, with full corporate power and authority to own and operate the Seattle Thunderbirds and to carry on its business as it is presently conducted. (b) The Team has full power and authority to enter into and perform its obligations under this Agreement, and this Agreement has been duly authorized by appropriate action of the Team's governing board. 50831402,2 -6- (e) No consent, approval or authorization of, or designation, declaration or filing with any third party is required on the part of the Team in connection with the execution and delivery of this Agreement or the performance of the Team's obligations hereunder. (d) All consents, approvals and authorizations of the constituent owners of the Team have been obtained, and the person or persons executing this Agreement on behalf of the Team is fully authorized and empowered to do so. i (e) There are no judicial or administrative actions, proceedings or investigations pending, or to the best of the Team's knowledge threatened, which question the validity of this Agreement or any material action taken or to be taken in connection herewith. (f) There is no litigation pending, or to the best of the Team's knowledge threatened, against the Team that would materially affect this Agreement or the Team's obligations hereunder. (g) The execution of this Agreement by the Team and the performance of the terms hereof will not violate or constitute a breach of any material contract, agreement or undertaking to which the Team is a party or is bound; (h) The Team has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing an inability to pay debts as they cone due; or(vi) made an offer of settlement, extension or composition to creditors generally. (i) The Team is not insolvent or unable to pay its debts as they mature, and the consummation of the transactions set forth herein will not make the Team insolvent or make the Team unable to pay it debts as they mature. 6) The Team has an existing and effective contract or franchise agreement with the Western Hockey League that enables the Team to compete in that league, subject to the terms of that contract or franchise agreement. 2.2 Representations and Warranties of City. The City represents and warrants to the Team as of the date of this Agreement as follows: (a) The City is a code city duly organized, validly existing and in good standing under the laws of the State of Washington. (b) The City has full power and authority to enter into and to perform its obligations under this Agreement and to consummate the transactions described herein, and the execution, delivery and performance of this Agreement by the City has been duly authorized by the City Council of the City. i 3083 M2.2 -�_ I' I {c) The City is the owner of the property upon which the Arena is contemplated to be built and is otherwise authorized to develop said property, subject to — applicable regulatory requirements. (d) Apart from environmental and permitting requirements, no consent, approval or authorization of, or designation, declaration or filing with any other governmental agency is required on the part of the City in connection with the execution and delivery of this Agreement or the performance of the City's obligations hereunder. (e) There are no judicial or administrative actions, proceedings or j investigations pending, or to the best of the City's knowledge threatened, which question the validity of this Agreement or any material action taken or to be taken in connection herewith. (f) There is no litigation pending, or to the best of the City's knowledge threatened, against the Team that would materially affect this Agreement or the City's obligations hereunder. (g) The execution of this Agreement by the City and the performance of the terms hereof will not violate or constitute a breach of any material contract, agreement or undertaking to which the City is a party or is bound; ARTICLE 3 CONSTRUCTION OF CENTER 3.1 Obligation to Construct. The City shall construct the Center and shall construct the Center in accordance, in all material respects, with the description set forth in Section 3.2, and thereafter agreed to between the City and the Team,the consent of which shall not be unreasonably withheld. The City agrees that the Arena shall meet the WHL Arena Standards. The Parties recognize that the Arena design and development program are subject to change for consistency with legal requirements and budgetary constraints. 3.2 Center Description. Consistent with this Section 3.2, the City agrees that the Center will have, among other things, the following specifications: (a) The Center shall include the Arena, including the Team Facilities under Section 3.2(d) and the Game Day Facilities, and Parking Lot; (b) The Arena shall contain fixed viewing seating for at least 6,000 people and no more than 7,000 people including not less than 20 Suites, up to 500 Club Seats with the ability to convert an additional 300 seats into Club Seats if and when the City and the Team agree that there is an adequate market for those additional Club Seats. The Suites and the Club Seats shall together be supported by a lounge, a VIP entrance, Suite level restrooms and designated parking for both Hockey Events and Non-Hockey Events (such parking being further described in Sections 11.5 and 11.6); _8- 50931402.2 i (c) The Arena shall be designed and constructed in a manner to provide sight lines from the seating area as provided for in the architectural drawings and construction specifications developed for the Project; (d) The City shall cause to be constructed in the Center the following facilities (collectively referred to as the"Team Facilities")in accordance with this Agreement: (i) Office space of not less than 3,500 square feet, (ii) A Team Store, i.e., a novelty sales area of not less than 1,300 square feet located on the concourse of the Arena and accessible from the outside of the Arena, (iii) The Team's locker room of not less than 3,000 square feet, (iv) The Team's training/work-out facility of not less than 1,500 square feet(to which may be added the first aid room described below), (v) A Team first aid room, accessible by the Team and Visiting Teams; (vi) One Suite, designated as the "Team's Suite," having all of the rights,privileges and amenities accorded to holders of Suite Licenses, and (vii) The Team's storage area of not less than 1,000 square feet. (e) A press box; (0 A media control center for operating the scoreboard, sound and lighting; (g) A first aid room for the public; (h) The size of the ice surface in the Arena shall be the standard size used in National Hockey League arenas; and (i) The Arena shall have cable trays capable of carrying communications wire and cable of the types agreed upon by the City and the Team, either as part of the initial facility, or as future additions when agreed upon. 3.3 Program Development. (a) The City acknowledges the Team's interest in having the Arena open for play as early as possible after the commencement of the Western Hockey League season in 2008. Accordingly, the Parties agree that they will exercise their best efforts to achieve completion sufficient for move-in and play on or about December 11, 2008. Both Parties recognize, however, that notwithstanding their best efforts, the City's ability to develop, secure financing for, and construct a fully operational Arena by that date depends upon actions of the Team, the County, the City and other governmental and nongovernmental entities that are beyond control I I -9- 50831402.2 I i i i of the City. Except as described in Section 3.3(b), the City shall not be liable to the Team for failure to open the Arena by the dates proposed in this section. (b) In contracting with the GC/CM selected for construction of the Arena, the documentation setting forth the maximum allowable construction cost ("MACC") with the GC/CM shall include the preliminary date of the Center's substantial completion (which shall mean that state of completion sufficient to allow the Center to be open and for League Games to be played on the terms and conditions set forth in this Agreement). No later than July 1, 2008, based upon the GC/CM's submission of an updated MACC as required by its contract with the City, the City shall identify the final date for the Center's substantial completion. If the actual date of substantial completion is later than the final date determined by the preceding sentence, the City, as liquidated damages, shall reimburse the Team for costs and expenses arising from such delay, at a mutually agreed amount of$25,000 per League Game that is impacted by such delay, up to one League Game per week of delay (regardless of the number of League Games actually played by the Team in that week), and up to a maximum of$100,000 total liquidated damages. Notwithstanding the foregoing, the City's obligation to pay the Team liquidated damages as described in the previous sentence is contingent on the City,obtaining a provision in the MACC documentation or other agreement with the GC/CM under which the GC/CM will pay the City an equivalent amount of liquidated damages, under equivalent terms, so that the City will have a source of funds with which to pay the Team liquidated damages. The City shall use its best reasonable efforts to obtain such a liquidated damages clause in the MACC documentation or another agreement with the GC/CM. The Parties acknowledge that, in order to ensure maximum opportunity for play to begin in the Arena for the 2008 Western Hockey League Season,it may be necessary to phase construction of the Arena such that construction of certain elements will be deferred. No such phased construction will be undertaken unless the City first provides the Team a reasonable opportunity to review and comment on the phased construction plans and schedule. 3.4 Seheduling. The parties will exercise their best efforts to open the Arena during the Western Hockey League 2008-09 Season. 3.5 Budget. (a) The Arena design will be undertaken in phases and is an evolutionary process, throughout which the Parties will collaborate. The Parties understand and expect that this collaboration will produce iterative changes in the Arena design, which necessarily will be reflected in the budget as it also evolves consistent with the evolution of the design. The Team's concurrence, where applicable, at any stage that the City should proceed to the next phase of design and/or to construction and to develop or refine its budget does not preclude or prejudice continuing consultation, and potential cost allocation, among the Parties in light of any changes in the design and budget which may result. (b) The Parties understand and agree that the evolution of the Arena design also is subject to parallel evolution of the budget as provided herein and that the design and budget are directly related and mutually dependent. The City will not approve a design and -10- 5a831902.2 initiate or proceed with construction of the Arena inconsistent with the budget, if it becomes apparent that funds available for the budget will be insufficient to proceed with a previously- approved designs, the City, subject to the Team's concurrence, will make reasonable efforts to identify design modifications which result in a balanced budget. The Parties also agree that the budget will provide contingency funding for potential cost-overruns. (c) Following the Design Completion phase and the adoption of a budget, changes in design requested by the Team that result in an increase in the budget shall be accompanied by the Team's recommendations for off-setting design changes, use of contingency funds, and/or a commitment of supplemental funds sufficient to balance the budget in form and substance reasonably acceptable to the City. The Parties will collaboratively work to accommodate the Team's proposal. However, any such changes are subject to the City's review and approval and to the negotiation of appropriate change orders acceptable to the City with the GC/CM and Architect, if required. The City, in its reasonable discretion, may approve or reject a proposed change; the use of contingency funds; and/or the accompanying proposed off-setting design change and also may, in consultation with the Team, develop and approve an alternative off-setting design change which it deems preferable to the off-setting change proposed by the Team. (d) In the event the City at any time identifies that the development costs for the Arena exceed budgetary limitations (after taking into account any off-setting design changes) and unless the City approves the use of contingency funding therefor, the City may reject the Proposal unless a source of supplemental funding acceptable to the City is identified and secured to pay for the change. Contingency funding shall not be available for changes in Project scope or other changes requiring major redesign resulting in a significant increase in the budget, as determined by the City in its reasonable discretion. (e) The Parties agree that resources available for Arena construction are limited to revenues generated from Arena-related funding sources and Arena-derived revenues. Preparation of the budget will be a cooperative exercise between the City and the Team. Design and construction of the Arena are subject to consistency with the budget, as approved by the City, subject to the Team's concurrence. The budget will be reviewed and revised over time; each time the City formally approves a budget, it will do so subject to the Team's concurrence, except and as more specifically provided herein. 3.6 Schematic Design. � In the schematic desig n phase, the City has caused to be prepared design documents consistent with the WHL Arena Standards, including any value engineering and any adjustments in the program, schedule or budget. These documents established the general design parameters for the Arena, from which construction documents are being prepared. 3.7 Selection of GC/CM. The City, with the participation of the Team, has utilized its standard Request for Proposal (RFQ) process, consistent with Chapter 39.10 RCW, to identify and select a 50831402.2 -11- i i construction firm possessing the skills, experience, and resources necessary to serve as the General Contractor/Construction Manager(GC/CM)to construct the Arena. 3.8 Resign Completion. (a) In the Design Completion phase of the Project, the City shall cause to be prepared construction documents based on the Schematic Design documents and any further adjustments in the scope or quality of the Project or in the budget. As described in Subsection 3.8(b) below, the City will use its best efforts to advise the Team of developments in and potential material decisions concerning the design. Subject to timely review by the Team, and subject to the Team's concurrence under Subsection 3.8(c) below, the construction documents shall be completed consistent with Exhibit A hereto and the schedule prepared by the GC/CM and approved by the City for timely completion of the Project. (b) At every stage of design, the City will seek the active participation of the Team and will give the Team the continuing opportunity to provide advice, identify Team preferences, and identify for the City, the Architect and other City agents and consultants how the design for the Arena, the Project schedule, and construction methodologies may affect the Team's operations. The Team's continuing involvement and consultation in the planning, design, construction and use of the Arena are intended to ensure that the plans, design and construction of,the Arena will be satisfactory to the Team and the City. Consistent advice and timely participation by the Team and the City are therefore required at all stages. (c) It shall be a goal of the Arena design process to create a "fan-friendly" environment that facilitates the enjoyment of events by spectators. The City shall not issue final approval of design of the following areas/components of the Arena without fast obtaining concurrence of that design approval from the Team before the City's chief administrative officer or his designee issues the approval or change order: spectator sight lines, press box, game night production facilities/control room, Team offices, home team dressing room, Team training room, Team storage room, Club Seats, luxury suites, advertising facilities,and Team novelty sales area. The Team shall respond promptly to the City requests for comments on and/or approval of these design elements by the Team. The City shall have final approval of design for all other aspects of the Arena. In the event that the City and the Team do not promptly agree to a resolution of any issue concerning the design elements subject to the Team's approval, either Party may cause the following special design dispute resolution process to be implemented: a Party may request an executive conference under Section 13.2, except that such a conference shall occur within three days, including the exchange of written claims and responses, with supporting information. If the executive conference does not result in a resolution, either Party may request immediate arbitration by a special standby arbitrator who shall be Charles M. Hartung or any other person mutually selected by the Parties. The standby arbitrator shall proceed with arbitration within three days, using an expedited format under Section 13.4. The standby arbitrator shall have the authority to determine the resolution of the special design dispute, except that if the arbitrator's recommendation will result in an increase of Project costs, the arbitrator shall recommend a reallocation of expenditures from another Project component to enable the arbitrator's recommended resolution to be put into effect. The arbitrator may additionally recommend an increase in Project costs, but the City shall not be obligated to implement any such Project cost increases. If, after the standby arbitrator's determination and the City's decision on 12 50831402.] i implementation, either Party may commence an action for money damages under Section 13.5, but the Superior Court shall have no authority to order equitable relief. 3.9 Project Cost Calculation. (a) The Project's Guaranteed Construction Cost (including the MACC, the GC/CM's fee,the cost of special conditions, and sales tax), together with required and additional project contingencies, shall be consistent with the budget. i (b) Guaranteed Construction Cost and Cost Savings Procedures: The City and the Team shall review potential cost savings measures identified by the GC/CM,the Architect, or other Project participant during Project development, specifically including subcontractor bid packages and value engineering efforts. The Team may also propose ideas for,developing savings or may submit value engineering proposals to the City which shall be referred to the GC/CM and the Architect for review. (c) Cost Overrun Contingency: In addition to statutory contingency requirements, the budget shall contain a general contingency in an amount to be determined by the City through the budget development and approval procedures provided herein. (d) In the event that at or prior to completion of this phase, the City determines that the Arena or its development program is not acceptable, the City shall give written notice thereof to the Team prior to the initiation of the next phase of the Project as delineated herein, and the Parties will meet within 24 hours to resolve the disagreement. If unable to resolve the disagreement, the Parties will utilize the Executive Conference resolution process established in Section 13.2. This will be the complete dispute resolution process at the Project Cost Calculation phase, and if unable to resolve any disagreement by the conclusion of the Executive Conference, this Agreement shall terminate. If a Party does not give notice terminating this Agreement before initiation of the next phase, this contingency shall be deemed to have been waived and this Agreement shall remain in full force and effect. 3.10 Construction. it (a) Project Oversight: The City will manage construction of the Arena in close consultation with the Team. The Team shall be entitled, at its option and its sole expense, to have a representative on site at any reasonable time during construction, subject to health and safety regulations and the overall control of the City's project manager ("Project Manager"). The Team's representative shall be kept informed of all major pending matters by the Project Manager or designee and have reasonable access to relevant information. (b) General Conditions: The City will obtain all permits required for construction of the Arena and will construct the Arena consistent with the approved architectural drawings, construction specifications and other construction documents and an approved budget. The City shall ensure that the GC/CM contract documents require all construction to be perfonned in a good and workmanlike manner in full compliance with all applicable legal requirements using materials in accordance with the construction documents. 50831402.2 _1 I i (c) Change Orders: The Parties acknowledge that events may occur during the course of construction that will cause the GC/CM, the Architect,the City or the Team to seek changes in the approved Construction Documents and/or Guaranteed Construction Cost. The process set forth below will be observed in evaluating and resolving orders; provided, however, that any major change order proposal shall require the Team's concurrence. A "major change order proposal" means any change order that (i) exceeds $50,000 in value and substantially and materially affects the design and operations of any portion of the Arena directly affecting hockey play or game presentation, or (ii)is greater or less than $50,000 in value but which substantially and materially affects those Team Facilities defined in Sections 3.2(d)(i) through 3.2(d)(v). (i) Following review of each change order proposal, the Project Manager will formulate a recommendation for the City's and the Team's review and approval. (ii) Comments and approvals (as applicable) required by both the City and Team, and the time within which each is to respond, will vary with the size, importance and time-sensitive nature of proposals submitted. If the Parties cannot agree on a time for response, the default time shall be twenty-four (24) hours from the time the Project Manager submits its recommendation. (iii) Each Party will respond to change order proposals as expeditiously as possible. In the event the Team fails to provide to the Project Manager a response to a recommendation within such time frame, as measured from the date of submittal, the Team shall be deemed to have approved the recommendation. (iv) If the City and the Team, at any level, do not concur in the disposition of a change order proposal, the City's recommendation will be considered by the next level of the Parties' representatives until informal review has been exhausted. The City, in its sole discretion, will determine in good faith whether or not to implement the change order proposal in order to avoid delays in the Project Schedule, to avoid delay claims from the GC/CM, or to remain within the Project budget. If the City determines, in good faith, that the Project schedule allows time to resolve any continuing deadlock, further resolution will be subject to the nonbinding dispute resolution procedures provided herein. Notwithstanding the foregoing, if the change order dispute involves a change in design of one of the areas/components of the Arena subject to the Team's approval under Section 3.8(c), resolution of the dispute shall be subject to the standby arbitration process described in Section 3.8(c). (v) The City reserves its sole right to resolve, in its reasonable discretion without use of the consultation procedures provided herein, any change order proposal or other claim or condition without the Team's concurrence in emergencies which threaten life, health, or safety or potentially entail substantial damage to Arena property. The City shall use all reasonable efforts to notify the Team prior to malting such decision and if the decision would have an adverse affect on the Arena, the City will use all reasonable efforts to remediate such adverse affect. (d) Project Information: The City shall provide the Team with access to: (a) the statements of the MACC; the budget, and Project construction schedules or other similar documents; (b) the minutes of all progress meetings between the City and the GC/CM that are i 50831402.2 -14- i i prepared by the Project architect or GC/CM in accordance with its agreement with the City; (c) all certificates of payment issued by the Project architect regarding contractor requisitions for payment; and (d) all other reports and schedules relating to the progress of the construction which are customarily prepared and delivered to the City by the Architect, the City's construction manager, the GC/CM or the subcontractors. The City shall make such reports available to enable the Team to respond promptly and diligently to any request by the City for the Team's concurrence during this process. (e) Access: During construction, and subject to reasonable parameters established by the GC/CM, the Parties shall be entitled to access the Project and to review and make copies of any files maintained by Project participants, including, without limitation, permits and approvals, financial and operating statements, environmental audits, soils reports, inspection reports and studies, service contracts, operating agreements, bills, invoices, receipts, financial projections, marketing studies, and entitlement applications and to conduct such investigations, tests, surveys and other analyses as determined to be necessary, at the investigating Party's sole cost and expense. 3.11 Project Completion. After construction of the project has reached substantial completion, the City shall cause to be completed: (a)contractor's punch list items reasonably required to be completed; and (b) other work jointly identified and agreed upon by the City and the Team as necessary for the proper and efficient functioning of the Arena and its systems, which shall be completed either pursuant to the City construction contracts or through other arrangements by the City (collectively, the "Post-Closing Items"). The City shall cause the completion of the Post-Closing Items as soon as reasonably practicable following the commencement of the License, in accordance with a completion schedule to be developed by the City and the GC/CM with the concurrence of the Team. The City shall make reasonable best efforts, consistent with the budget, to obtain industry-standard warranties in connection with the construction of the Arena and the purchase of any fixtures or equipment to be installed therein, and shall assign to the Tearn, or make the Team a third party beneficiary of, all such warranties and any rights to obtain extended warranties. i ARTICLE 4 TERM AND LICENSE 4.1 Term; Performance Standard. (a) The term of this Agreement shall be binding and effective as of the Effective Date and shall continue in full force and effect for a period of thirty (30) years from the Occupancy Date. (b) The City or Team may terminate this Agreement effective as of the end of the Operating Year during which notice of termination is given to the other Party if(i)for any three consecutive Operative Years, the Net Ticket Proceeds from Regular Seats for Regular Season Games at the Arena equals less than each year's amount shown on Exhibit in the j column labeled "General Admission Revenue Target," or (ii) for any three consecutive 15- 50831402.2 i Operating Years, the average number of paid attendees in Club Seats (regardless of actual price paid) at Regular Season Games equals less than 300. (NOTE: The amounts in the General Admission Revenue Target column in Exhibit rD i,muld be 5285 z 13.50 x 36, escalated b �.5% or other agreed-upon-factor)Y� � per year.] � (c) If for any two consecutive years the Net Ticket Proceeds from Regular Seats for Regular Season Games at the Arena equals less than each year's amount shown on Exhibit D in the column labeled "General. Admission Revenue Target," or (ii) for any two consecutive years, the average number of paid attendees in Club Seats at Regular Season Gaines equals less than 300,the City may at its sole discretion request that the WHL require the Team to produce a comprehensive business plan covering both business and hockey operations. If the WHL so requires such a plan, then upon receipt of the Team's business plan, the WHL and the City will jointly evaluate the plan and make recommendations regarding proposed actions by the Team to meet the performance standards. If the Team agrees to the recommendations of the WHL/City, the Team will be granted two Operating Years, commencing in the Operating Year following the date of such recommendations, to achieve the performance standard set forth above, and the City may not terminate the Agreement at the end of the third low-attendance Operating Year as described in subsection (b), immediately above. However, if the paid attendance (as defined above) for League Games at the Arena during those next two consecutive Operating Years (i.e., the third and fourth Operating Years with low attendance not meeting each both the Regular Seat and Club Seat tests), the City may then terminate this Agreement effective upon the last date of the fourth Operating Year with low attendance. If the Team does not provide a detailed business plan or does not substantially follow the actions recommended by the WHL/City, the provisions of subsection(b), above shall then become effective and the then- current Operating Year shall serve as the final year of the evaluation period (which period will comprise a total of three Operating Years — the two consecutive Operating Years referenced at the beginning of this subsection plus the Operating Year referenced in this sentence). (d) If during any Operating Year the paid attendance for Regular Seats at Regular Season Games at the Arena equals or exceeds ninety percent (90%) of the total number of Regular Seats in the Arena, the amount by which attendance exceeds 90% may be credited at the Team's discretion to the total paid attendance in either the previous or succeeding Operating Year, or credited in part to both such Operating Years, for purposes of meeting attendance thresholds set forth in Sections 4.I(b) or(c). (e) The Team will use its best efforts to obtain assurance by the WHL that if at any time during the term of this Agreement, the WHL determines that the Team is no longer a commercially viable operating member of the League and is unable to continue to operate,and as a result the Team forfeits or otherwise loses its franchise rights to the WHL, the WHL will offer the City the first option to purchase the franchise at fair market value or to find a buyer j acceptable to the City and the WHL. (f) If the cumulative "Total Revenue" received by the City in succeeding Operating Years from Net Ticket Proceeds, Club Seat Licenses and Net Concession Sales, as shown on Exhibit C ("Ticket/Concessions/Club Seat Revenue Pro Forma), minus cumulative actual revenue received by the City in each succeeding Operating Year from Net Ticket I -16- 50831402.2 I i i Proceeds, Club Seat Licenses and Net Concession Sales (and which can be inserted in the column "Actual Revenue" on Exhibit C), equals a total cumulative negative balance exceeding $1,000,000 at any time over the life of this 30-year term, the City may request that the WHL require the Team to develop a comprehensive business plan covering both business and hockey operations. If the WHL joins the City in requiring such a plan, upon receipt of the Team's business plan, the WHL and the City will jointly evaluate the plan and make recommendations regarding proposed actions by the Team to reduce the total cumulative negative balance. The Team agrees that it will follow the jointly-developed recommendations of the City and WHL. A failure to meet the revenue performance expectations of this subsection 4.l(f) shall not, by itself, entitle the City to terminate this Agreement, I I (g) if the City terminates its license agreement with the Team without first availing itself of the procedure set forth above in Section 4.1(c), the WILL will be under no obligation to maintain a WHL franchise in the Center. 4.2 Effective Date. The Effective Date of this Agreement shall be the later of the date at which both the Team and the City has executed this Agreement. 4.3 License. Subject to the terms and conditions of this Agreement, the City grants a license to the Team for the Term to: (a) have the use and occupation for the Term of the Team Facilities as provided for in this Agreement; (b) have use of the Game Day Facilities for each Hockey Event as provided in this Agreement;and (e) have use of portions of the Game Day Facilities for Training Camp, Hockey School,and for practices as provided for in this Agreement. The Team acknowledges that it shall not own or have any real property interest in the Center. I ARTICLE 5 LICENSE FEES 5.1 License Fees. The License Fees payable by the Team shall be the aggregate of the payments and amounts required to be paid by the Team to the City pursuant to this Article 5. 5.2 License Fees for Hockey Events. (a) During the Term, the Team shall pay to the City the sum of Ten Percent (10%) of the Net Ticket Proceeds within fifteen (15) days of the end of any month in which Net Ticket Proceeds are received by the Team. All payments shall be accompanied by a detailed -1'7- $0837902.2 i accounting of the Net Ticket: Proceeds from all sources, in a form and manner reasonably I acceptable to both the Team and the City. (b) The Team shall have the right to donate, give or otherwise distribute Complimentary Tickets to any Hockey Events for promotional, charitable, marketing or other similar purposes. No License Fees shall be payable by the Team to the City with respect to Complimentary Tickets, and no Facility Fee or other charge by the City or the Facility shall be imposed on Complimentary Tickets. 5.3 Reimbursement of Costs. Except as expressly provided in this Agreement, including without limitation the payments described in Section 11.18, the Team shall not be obligated to pay or reimburse the City for any expenses incurred by the City in performing the City's obligations and duties under this Agreement. Correspondingly, the City shall not be obligated to pay or reimburse the Team for any expenses incurred by the Team in performing the Team's obligations and duties under this Agreement. 5.4 Facility Fee. (a) Except as otherwise provided in this Section 5.4, the City may impose a Facility Fee of up to (but not exceeding) one dollar ($1.00) for each ticket (including Club Seat tickets sold as individual game tickets) sold for League Games, which shall be in addition to the Team's established ticket prices and applicable taxes. All proceeds from the Facility Fee shall belong to the City and are not part of the Net Ticket Proceeds, and the Facility Fee shall be collected by the Team and paid to the City along with the amounts described in Section 5.2(a). (b) Notwithstanding the foregoing, the Facility Fee shall be up to (but not exceeding) $0.50 (the "Reduced Facility Fee") per game for each ticket sold for the following: 1) season tickets and ticket packages that include at least 14 Regular Season Games; 2)tickets sold as group sales of twenty (20) tickets or more to League Games; and 3) Playoff Game ticket packages that include all potential home Playoff Games for a playoff series. (The tickets referred to in items (1), (2) and (3) are collectively referred to as the "Packaged Tickets"). The Team shall be responsible for the imposition, collection and payment to the City of all Reduced Facility Fees on Packaged Tickets. (c) The Team shall not be required to pay to the City the Facility Fee for any tickets (the "Returned Tickets") which are either refunded by the Team or for home Playoff Games which are not played. At the time the Net Ticket Proceeds for a month are paid by the Team to the City, the Team shall pay the Reduced Facility Fees to the City for all Packaged Tickets (other than Returned Tickets) for League Games played during such month. (d) Notwithstanding the foregoing, the City may not charge a Facility Fee on Box Seat or Club Seat tickets sold on a license basis, or on Complimentary Tickets. 1S 50831402.2 i 5.5 Box Office. I The Team,at its sole cost and expense, will sell tickets to League Games at the Team Store and through such ticket services as it deems appropriate. Beginning at 8 a.m. on days on which League Games are played, the City shall make at least four (4) windows at the City's box office facilities at the Center (the `Box Office") available to the Team for the Team's use, to be staffed at the Team's sole cost and expense. Beginning two hours before game time on days on which League Games are played, the City shall make all six (6) windows of the Box Office available to the team for the Team's use, to be staffed at the Team's sole cost and expense. To the extent the City reasonably determines that it does not interfere with the City's need for the Box Office for other events at the Center, the City will make one or more windows available to the Team so that the Team may sell tickets to Hockey Events that involve the sale of tickets in such large volumes that it is impracticable for the Team to sell those tickets at the Team Store (e.g., WHL playoff games and Hockey Events involving teams in the National Hockey League, ARTICLE 6 CENTER REVENUES 6.1 Concessions. (a) For each League Game during the Term, the Team shall be entitled to receive on a monthly basis, a sum equal to fifty percent(50%) of the Net Concession Sales. (b) Any payments required to be paid to the Team pursuant to this Section shall be paid by the fifteenth (15`h) day of the month following the month in which such Net Concession Sales proceeds are paid to the City. (c) The City shall require each Concessionaire to pay to the City the Net Concession Sales before the fifteenth (15u) day of the month following the month in which concession revenues were earned. The City shall provide, or shall cause the Concessionaire to provide, the Team with a detailed accounting of the Net Concession Sales for League Games on a monthly basis in a form and manner acceptable to both the Team and the City. The City shall cause the Concessionaire,to keep on the Center premises for at least two years following the end of an Operating Year all cash register tapes, sales slips and deposit slips, statements, information or supporting documentation relating to the sale of Concessions and the calculation of the Net Concession Sales occurring during such Operating Year. (d) The process for selecting any Concessionaire will be in accordance with Section 11.4. �I 6.2 Hockey-Event/In-Arena Advertising. (a) The Team shall also have the exclusive right at Hockey Events to sell and retain all advertising revenues from the following(collectively, "Hockey-Event Advertising"): (i) dasher boards; (ii) any ice surfacing machines (e.g., Zambonis); -19- $08314n.2 under ice displays; (iv) press box; (v) players' benches; (vi) public address system advertising; (vii) temporary signage, such as temporary banners and portable and removable boards and displays located outside and within the Arena and its seating area, which the Team shall remove after each Hockey Event; i (viii) the front or reverse of any tickets for Hockey Events if those tickets are sold by the Team; (b) Hockey-Event Advertising on the dasher boards and under the ice surface shall be installed and removed by the City, but only upon two (2) weeks of notice by the Team, and then at the City's sole cost and expense. However, the Team shall reimburse the City for costs arising from (i) any Team requests for installation and removal of dasher boards exceeding ten (10) requests in any Operating Year, and (ii) any Team requests for changes of under-ice advertising or signage exceeding five (5) requests in any Operating year. The Parties acknowledge and agree that a "Team request" for dasher board installation and removal, or for changes of under-ice advertising or signage, (i) may comprise several individual changes in such boards, advertising, or signage, and (ii) shall not include any changes, installations or removals of dasher boards or under-ice advertising or signage arising from Non-Hockey Events, which shall be performed at the City's sole cost and expense. The Team shall be responsible for installing and removing all other Hockey-Event Advertising, at the Team's sole cost and expense. All Ilockey-Event Advertising shall be temporary and subject to removal after each Hockey Event if a Non-Hockey Event or another scheduled use of the Center will occur prior to the next Hockey Event. (c) For purposes of this Agreement "in-arena advertising" as described in the attached Exhibit A,paragraph E is the same as "Hockey Event Advertising." 6.3 Scoreboard Advertising. (a) The Team shall have the exclusive right to sell, and to retain 100% of the revenue from the sale of, advertising on the video or digital portion of the Center's main scoreboard (including on any video or digital screens on such main scoreboard), and other video screens installed in the Center that receive the same audio and/or video feed as the main scoreboard, and to control the content on all such video or digital portions of the main scoreboard during all Hockey Events. I (b) Any and all fixed-signage (i.e., non-video and non-digital) advertising on the Center's main scoreboard shall be subject to the terms and conditions of Section 6.4 as Center Advertising (e.g., with the Tearn serving as the initial contractor for negotiating an arrangement with a scoreboard provider, and revenues from the scoreboard contract included in 50831402.2 -20- i i "Actual Revenue" on Exhibit B), except that the City shall be entitled to retain 100% of the revenues from the sale of such fixed-signage main scoreboard advertising. (e) If the Center's main scoreboard contains electronic variable advertising of any kind, the Team shall be entitled, at no cost, to advertise upcoming Hockey Events for up to five (5) minutes on the main scoreboard at every Non-Hockey Event at which the main scoreboard is in use. (d) If additional video, digital or electronic advertising media is added to the Center, that media may be operated during Hockey Events only upon mutual agreement of the Parties. 6.4 Center Advertising. (a) The Team and the City shall jointly agree on (i) the placement for all advertising locations in the Center, and (ii)the prices for Center Advertising. Except as provided below, the Team shall be responsible for the sale of all Center Advertising. The Team shall serve as the initial contractor to be responsible for the sale of Center Advertising, and shall receive a commission of fifteen percent (15%) of the revenues from the sale of Center Advertising, plus an amount equal to twenty-five percent (25%) of those revenues after the sales commission. The City shall retain the remaining seventy-five percent (750/n) of Center Advertising revenues after the sales commission. (b) Within 30 days after the end of each Operating Year commencing with the first full Operating Year, the Team and the City shall calculate the actual revenue received by the City in the previous Operating Year from Center Advertising revenue. So long as the Team is the contractor responsible for the sale of Center Advertising, annual revenue allocations shall be subject to the following incentive and cancellation provisions: (i) The actual revenue received by the City in each Operating Year from Center Advertising revenue shall be inserted in the column "Actual Revenue" on Exhibit B (or on another substantially similar record maintained by the City and the Team). The City's Actual Revenue amount over or under the amount shown for that Operating Year under the column "Advertising Revenue" shall constitute the "Net Difference" between the City's actual revenue and the agreed projected City revenue. (d) For each $5.00 increment of the Net Difference over the "Advertising Revenue," the City shall immediately remit to the Team (or the Team may retain) $1.00 of the Net Difference (i.e. $1.00 of the $5.00). (For example, if the City's Actual Revenue from Center Advertising in 2008/09 were $275,000, the Net Difference would be $20,000, and the Team would receive (or retain) $4,000 of that amount.) (iii) For each $5.00 increment of the Net Difference under the "Advertising Revenue," the Team shall immediately remit to the City $1.00 of the Net Difference (i.e. $1.00 of the $5.00). (For example, if the City's Actual Revenue in 2008/09 were $235,000, the Net Difference would be ($20,000), and the Team would pay the City $4,000.) -21- 50831402.2 i (iv) If in any series of Operating Years in which the Tearn has responsibility for the sale of Center Advertising, the net difference between the City's Advertising Revenue and its Actual Revenue accumulates a negative balance of at least $250,000, the City may at its sole option and as its sole remedy assume responsibility for the sale of Center Advertising. (For example, if the City's Actual Revenue from Center Advertising were $155,000 in each year starting in the 2008/09 Operating Year, the cumulative negative balance by the end of the 2010/11 Operating Year would be $319,284, an amount greater than $250,000.) Notwithstanding any of the foregoing,the City and the Team shall conduct a walkthrough inspection of advertising points no later than 90 days prior to the estimated building opening date within the Arena and Center. If within fifteen (15) days after such walkthrough inspection, the Team determines that the Arena is designed with insufficient advertising points to achieve the City Advertising Revenue, in its sole discretion the Team may permanently opt out of, and the City or its contractors will assume, the Team's rights and responsibilities for the sale of Center Advertising. (c) If the City assumes responsibility for the sale of Center Advertising, the City's process for selecting any Center Advertising sales contractor for such sales will provide the Team with the opportunity to participate in the review of and to comment on the acceptability of the selection of the contractor and the terms of the City's contract with that entity. If the Team so participates, the process shall provide the Team with the opportunity to collaboratively work with the City to narrow the pool of proposals to a maximum of three finalists. From the final proposals, the City shall, after consultation with the Team, make the decision as to the selected proposal. Further, if the City assumes responsibility for the sale of Center Advertising, the Team shall continue to receive twenty-five percent(25%) of the revenue from the sale of that advertising after sales commissions. (d) Fixed-signage advertising on any scoreboard shall not be considered part of Center Advertising or Hockey Event Advertising, and may be sold by the City as part of one or more packages to help pay for scoreboard fixtures and equipment; provided that, after such fixtures and equipment are paid for, revenue from fixed-signage advertising on any scoreboard shall be considered part of Center Advertising revenue. i 6.5 Center Naming Rights. (a) During a period of 90 days from the Effective Date, the City shall be the lead Party in working actively to identify a person or entity to purchase Center Naming Rights (a "Naming Sponsor"). During that 90-day period, the Team shall cooperate with the City's efforts and shall not act to adversely influence any person or entity with respect to a potential Center Naming Rights agreement being developed by the City. If neither a letter of intent nor a definitive Center Naming Rights agreement has been executed by the end of the 90-day period, the Team shall be the lead Party responsible for identifying a Naming Sponsor, and the City shall similarly cooperate with the Team's efforts. If neither a letter of intent nor a Center Naming Rights agreement has been executed by August 1, 2008, the Parties shall work cooperatively to identify a third party to seek a Naming Sponsor. The City shall have the final choice of such a third party, but the arrangement with that entity must provide that any Center Naming Rights _22_ 50831402.2 i I agreement shall not adversely affect any of the Team's rights under other sections of this Agreement. Any Center Naming Rights agreement shall be subject to City approval based on the — City's financingneeds in connection with the Project budget and pro forma. (b} The Parties contemplate that the Center Naming Rights agreement may j include a large, "up front" payment or some other payment structure that would not result in equal annual payments over the term of the agreement. For the purpose of determining "annual revenue" in subsections (c) and(d)below, the Parties will calculate annual revenue by taking the total amount to be paid during the term of the Center Naming Rights agreement (including any up front payment) and divide that total by the number of years in the term of that agreement. If the payment structure of the Center Naming Rights agreement does not provide for equal annual payments, the Parties will allocate that revenue on the basis of the annual revenue calculation described in theprevious sentence so that each Party receives the same revenue over the term of the agreement as if the revenues had been allocated in equal annual installments. (e) If the City is the Party primarily responsible for identifying a Naming Sponsor, and if the Naming Sponsor acquires Center Naming Rights but does not acquire, under its Center Naming Rights agreement, either a right to a material amount of Hockey Event Advertising or Center Advertising, or category exclusivity with respect to Hockey Event Advertising or Center Advertising,then the City shall receive all annual revenue from the sale of those Center Naming Rights. If, under that Center Naming Rights agreement, the Naming Sponsor acquires either a right to a material amount of Hockey Event Advertising or Center Advertising or category exclusivity with respect to Hockey Event Advertising or Center Advertising, then annual revenues from that sale of Center Naming Rights shall be divided between the City and the Team as follows: (i) a commission of fifteen percent(15"1%),calculated on each amount paid by the Naming Sponsor, will be paid to the City; (ii) of the net amount remaining afterthat commission is paid, the next $300,000 will be paid to/retained by the City; and (iii) of the amount of revenue available after (i) and (ii), fifty percent (50°%) will be paid to the Team and fifty percent (50%) will be paid to the City. As used in this subsection (c), a "material amount of Hockey Event Advertising or Center Advertising" means any advertising within those two categories other than identifying markings outside the Arena, on the exterior surface and roof of the Arena, on the scoreboard clock in the Arena, and on commemorative plaques within the Arena so long as those plaques do not interfere with Hockey Event Advertising or Center Advertising. (d) If the Team is the Party primarily responsible for identifying a Naming Sponsor, then annual revenues from that sale of Center naming Rights shall be divided between the City and the Team as follows: (i) a commission of fifteen percent (15%), calculated on each amount paid by the Naming Sponsor, will be paid to the Team; (ii) of the net amount remaining after that commission is paid, the next $300,000 will be paid to the City; and (iii) of the amount of revenue available after (i) and (ii), fifty percent (50%) will be paid to the Team and fifty percent (50%) will be paid to the City. 6.6 Suites. (a) Subject to subsection 6.6(b) and (c), below, all revenue realized from the sale of Suite Licenses shall be allocated between the City and the Team as follows: -23- 509314a2.Y i (i) Seventy percent(70%)to the City; and (ii) Thirty percent (30%)to the Team. (b) On or before September 30 of each calendar year, the City and the Team will collaboratively develop the prices for Suite Licenses to be sold for the Operating Year that begins in the following calendar year. Except as provided below, the Team shall be responsible for the sale of all Suite Licenses. The Team shall serve as the initial contractor to be responsible for the sale of Suite Licenses, and shall receive a commission of fifteen percent (15%) of the revenues from the sale of Suite Licenses, plus, as described below, an amount equal to thirty percent (30%) of those revenues after the sales commission. The City shall retain the remaining seventy (70%) of Center Advertising revenues after the sales commission. (c) Within 30 days after the end of each Operating Year commencing with the first full Operating Year, the Team and the City shall calculate the actual revenue received by the City in the previous Operating Year from revenue from the sale of Suite Licenses. So long as the Team is the contractor responsible for the sale of Suite Licenses, annual revenue allocations shall be subject to the following incentive and cancellation provisions: (i) The actual revenue received by the City in each Operating Year from revenue from the sale of Suite Licenses shall be inserted in the column "Actual Revenue" on Exhibit E (or on another substantially similar record maintained by the City and the Team). The City's Actual Revenue amount over or under the amount shown for that Operating Year under the column "Suite Revenue" shall constitute the "Net Difference" between the City's actual revenue and the agreed projected City revenue. (ii) For each $5.00 increment of the Net Difference over the "Suite Revenue," the City shall immediately remit to the Team (or the Team may retain) $1.00 of the Net Difference (i.e. $1.00 of the $5.00). (For example, if the City's Actual Revenue from the sale of Suite Licenses in 2008/09 were $412,000, the Net Difference would be $20,000, and the Team would receive(or retain) $4,000 of that amount.) (iii) For each $5.00 increment of the Net Difference under the "Suite Revenue," the Team shall immediately remit to the City $1.00 of the Net Difference (i.e. $1.00 of the $5.00). (For example, if the City's Actual Revenue in 2008/09 were $372,000, the Net Difference would be($20,000), and the Team would pay the City $4,000.) j i (iv) If in any series of Operating Years in which the Team has responsibility for the sale of Suite Licenses, the net difference between the City's Suite Revenue and the City's Actual Revenue accumulates a negative balance of at least$300,000,the City may at its sole option and as its sole remedy assume responsibility for the sale of Center Advertising. (For example, if the City's Actual Revenue from the sale of Suite Licenses were $250,000 in each year starting in the 2008/09 Operating Year, the cumulative negative balance by the end of the 2010/11 Operating Year would be$426,000, an amount greater than $300,000.) Notwithstanding any of the foregoing, if during any Operating Year the Team determines that the Center Manager is, in the Team's view, failing to provide Non-Hockey Events of sufficient quality to make the purchase of Suite Licenses attractive to current and prospective _24- 50831402.2 i I Suite Holders, the Team may deliver a notice to the City that the Team objects to the Center Manager's performance in that regard. Following such notice, if the Team determines that during the next Operating Year the Center Manager's performance with respect to booking quality Nan-Hockey Events has not improved, the Team may in its sole discretion opt out of the Team's responsibilities for(and commissions from) the sale of Suite Licenses. (d) If the City assumes responsibility for the sale of Suite Licenses,the City's process for selecting any Suite License sales contractor for such sales will provide the Team with the opportunity to participate in the review of and to comment on the acceptability of the selection of the contractor and the terms of the City's contract with that entity. If the Team so participates, the process shall provide the Team with the opportunity to collaboratively work with the City to narrow the pool of proposals to a maximum of three finalists. From the final proposals, the City shall, after consultation with the Team, make the decision as to the selected proposal. Further, if the City assumes responsibility for the sale of Suite Licenses, then with respect to each Suite License sold, the City shall pay the Team an amount equal to the top posted general admission ticket price times the number of seats in such Suite times the number of League Games held in the Arena. (e) Suite Licenses shall permit their holders to view all League Games without additional charge, to attend any Non-Hockey Event (limited to only one performance per event), and to use the lounge, VIP entrance, Suite level restrooms and Premium Reserve Parking allocated to the Suites. Suite Licenses shall not permit their holders to attend events that are not open to the general public, and/or events for which admission is not charged. (f) For any Hockey Event, where a Suite is not subject to a Suite License the Team may offer tickets for Box Seats in that Suite to the general public on a per-seat basis at a price to be established by the Team, but that price shall not be less than One Hundred Fifty Percent (150%)of the price per Regular Season Game at which Box Seats are offered or a price mutually agreed upon by the City and the Team. The proceeds from the sale of such Box Tickets shall be included in Net Ticket Proceeds and not under this Section. (g) The City shall reserve a Suite for its use at any and all times, and at no charge to the City. The City may make the Suite available to governmental, nonprofit, and school persons or entities, and may determine whether or not to charge for that use. The City shall, by providing notice to the Team on or before August 1 of each year, have the right to make its Suite available for sale for an entire Season; in that event, the Team shall have the option of selling that Suite for that Season to a single person or entity, or to sell Box Seats in that Suite on a per-seat basis, and all receipts for the seasonal sale of that Suite or those Box Seats shall be shared with the Team as Net Ticket Proceeds. (h) The City agrees that its contract with the Center Manager shall include a provision requiring the Center Manager to cooperate with the Team and to take reasonable actions to provide Suite License customers with the same quality of services at Non-Hockey Events that they typically receive when attending Hockey Events. -25- 506J1402.2 6.7 Club Seats. (a) The Team shall have the right to sell Club Seats for Hockey Events. A purchaser of a Club Seat will be a season ticket holder for Hockey Events, and that purchaser will have the privilege of using the Suite level lounge, VIP entrance, Suite level restroonis, Premium Reserved Parking, and such other privileges upon which the Team and the City agree. (b) The City shall have the right to determine the price of and sell (or to contract for the price determination and sale of) Club Seats for Non-Hockey Events, and the City shall retain or control the distribution of all revenues with respect thereto. The City shall also have the right to make Club Seats available for Center uses that do not constitute either Hockey Events or Non-Hockey Events (e.g. governmental or community meetings or events at which admission is not charged). However, holders of Club Seats for Hockey Events shall be provided with the privilege of buying seats for Non-Hockey events at the price of those seats to the general public,and those Club Seat holders will have the opportunity to purchase those seats for such Non-Hockey Events in advance of tickets going on sale to the general public, so long as such advanced sale can be reasonably accomplished given the nature and scheduling of the event. However, this does not provide Club Seat holders with an opportunity to purchase tickets in Club Seats at events that are not open to the general public, or to attend events for which admission is not charged. (c) All revenues realized from the sale of Club Seat tickets and licenses therefor shall be allocated between City and Team as follows: the first one hundred dollars ($100) of revenue from the sale of a Club Seat Season ticket shall be paid to the City, and the balance of revenue from the sale of Club Seats shall be allocated thirty percent(30%)to the City and seventy percent(70%) to the Team. (d) The Team shall bear the costs of sales of Club Seats and shall not be entitled to a commission on any Club Seats sold. 6.8 Premium Reserved Parking. (a) The City agrees to designate an area in the Parking Lot, subject to the Team's approval of the location of such area within the Parking Lot, for Premium Reserved Parking. (b) Premium Reserved Parking shall be allocated as follows: (i) Up to four (4)parking stalls per Suite; and (ii) One(1)parking stall per two Club Seats. Operating procedures for the Parking Lot shall provide that parking stalls identified for Club Seats that are vacant 15 minutes after the commencement of a game, may be used by any member of the public. -26- 508J1402.2 I I ARTICLE 7 TEAM FACILITIES i 7.1 Use and Occupancy of Team Facilities. The City shall provide the Team with exclusive use and occupancy of the Team Facilities during the Term. The Team shall have access to the Team Facilities through a secure entrance 24 hours per day, seven days per week. However, except for the Team's use of the Team Suite, such access shall not entitle the Team, its staff or its players the right to attend events other than Hockey Events. Subject to such reasonable regulations as may be agreed to by the City and the Team, the Team shall be entitled to use the common areas of the Center to allow the Team to access the Team Facilities on a 24 hour per day basis. 7.2 Construction of Team Facilities and Improvements. The detailed design of the Team Facilities, including the size of various components of the Team Facilities, will be developed in accordance with WHL Arena Standards through the process described in Section 3.8. The City shall construct the Team Facilities in accordance with, and shall supply the Team with the improvements specified in, the provisions of the Construction Specifications. The City agrees that the level of finish in the Team Facilities shall be of at least the same level of finish as the Reference Facilities. The City may in its discretion (and shall not unreasonably refuse to) add or expand upon those improvements in a manner requested by the Team, but any such additions or expansions shall be at the Team's sole cost and expense. 7.3 Janitorial Services in Team Facilities; No Additional License Fees. After the City has completed its obligations set forth in Section 7.2 and the Team has moved into the Team Facilities, the Team shall be responsible for the costs of improvements, day-to-day maintenance and janitorial services with respect to the Team Facilities. The Team shall also be responsible for costs of repairing any Center facilities damaged on account of the willful acts or negligence of Team members or other direct participants in Hockey Events. As used herein, "direct participants" means staff, players and coaches of the Team or a Visiting Team. The Team may provide such improvements, day-to-day maintenance,janitorial services and repairs itself, subject to applicable law, or the Team may request that the City provide such activities and services at the Team's sole expense. The City agrees that, except as otherwise provided for in this Agreement, no License Fees or other amounts, other than those specified in this Section 7.3 or in Article 5, shall be payable by the Team to the City for the occupancy and use of the Team Facilities. ARTICLE 8 USE OF CENTER BY TEAM—GENERAL I 8.1 Scheduling—Regular Season Games. (a) The number of Regular Season Games will be determined by the League for each Season The exact number of Regular Season Games for each Season will be finalized as soon as possible following the date of the Scheduling Meeting. -27- 50831402.2 Q III (b) Subject Section 8.1(d): (i) except as provided for in Section 8.1(b)(ii) and (iii) and in Section 9.1(a),prior to the Scheduling Meeting and the finalization of the scheduling of Regular Season Games,the City shall not allow any Non-Hockey Events to be booked in the Center on any Friday, Saturday or Sunday night or on any three (3) or more consecutive week days during the Regular Season; (ii) prior to the Scheduling Meeting, the City shall be entitled to book Non-Hockey Events in the Center (a) on one full weekend per month during the Regular Season, plus during the Regular Season one (1) additional full weekend (in total for the Regular Season) and (b) on Thanksgiving Day, Christmas Day and the full weekend immediately preceding Christmas Day. The City shall immediately notify the Team of the dates on which a Non- Hockey Event has been booked or may be booked pursuant to this Section 8.1(b)(ii). Any weekend date without a definite booking by the City under this Section 8.1(b)(ii) shall be subject to being scheduled by the Team for a Hockey Event under Section 8.1(c). As used in this subsection, "definite booking" means an event which the City reasonably believes will in fact occur on the specified weekend date; and (iii) after the earlier of: (a) the date when the League's schedule is established, or (b)August 20, any dates not scheduled for a Hockey Event by the Team may be booked by the City for Non-Hockey Events as provided in this Agreement, and for governmental and public meetings and events at which admission is not charged, but subject to the use of the Game Day Facilities by the Team as provided for in this Agreement. (G The Team shall present the dates required for Exhibition Games and Regular Season Games to be played in the Center for the upcoming Season to the City not later than August 20 of each year. The dates selected by the Team will comprise the schedule for the use of the Center and the Game Day Facilities for the playing of Exhibition Games and Regular Season Games during the upcoming Season. The City acknowledges that Regular Season Games will be played in the Center on at least twenty (20) Saturday nights and twenty (20) Friday or Sunday nights during the Season, of which at least fifty percent (50%) of each of the Saturday night dates and fifty percent (50%) of the Friday and Sunday night dates will occur after December 25, unless the League schedules dates in a manner different than indicated in this subsection. (d) Notwithstanding the foregoing, if the Team becomes aware of any dates for which the Team will not require availability in the Center, the Team will advise the City of such dates as soon as practicable so that the City may schedule Non-Hockey Events on those dates. (e) For scheduling Non-Hockey Events and governmental and public meetings or other events at which admission is not charged, the City will ensure that all Non- Hockey Events or other public events that are booked or held in the Center will not unreasonably interfere with or impair the Team's use of the Arena, the Team Facilities or the Game Day Facilities for Hockey Events. 28 50831402.2 (f) The Team shall use its best reasonable efforts to cause the League to hold the Scheduling Meeting in or prior to June of each year, if changes in lease, license or ownership arrangements at venues used by League teams permit an earlier date for the annual Scheduling Meeting. 8.2 Scheduling—Playoff Games. The City shall ensure that the following dates are available to allow the Team to use the Center and the Game Day Facilities for Playoff Games: (a) during the period from March 15 to May 15 following the end of each Regular Season(the "Playoff Period"), the City shall ensure that the Center is available for use by the Team for Playoff Games on two (2) weekend nights (i.e., Friday-Saturday, Saturday- Sunday, or Friday-Sunday) each weekend during the Playoff Period, including at a minimum Saturday night on at least three (3)weekends each month of the Playoff Period; and (b) during the Playoff Period, the City shall ensure that the Center is available for use by the Team for Playoff Games a minimum of two (2) consecutive weekdays between Tuesday and Thursday(i.e.,Tuesday-Wednesday or Wednesday-Thursday) each week. (c) At the end of the second Regular Season following the Occupancy Date, the parties will re-examine the methodology of resolving dates for League Games. If the parties, acting reasonably, are unable to agree on any changes to the methodology, the processes included in this Agreement will remain unchanged. 8.3 Scheduling—Hockey Events. The Team's scheduling of any Hockey Events other than League Games is subject to Center availability at the time of scheduling and the prior approval of the City. The Team agrees that it will provide as much prior notice as possible of a proposed Hockey Event other than a League Game. 8.4 Training Camp. The Team may hold a Training Camp at the Center in each Operating Year during the Term and to use those portions of the Game Day Facilities as may be required in connection therewith together with two other locker rooms in the Center on the following terms and conditions: (a) Training Camp shall commence no earlier than August 15 of each year. (b) Training Camp shall be ten(10) hours per day from 8:00 a.m. to 6:00 p.m. j for a period not to exceed fourteen (14) days, which may include weekends. Notwithstanding the foregoing, upon prior approval of the City (or the City's Center Manager), which approval shall not be unreasonably withheld, the Team may, upon two weeks notice to the Center Manager, shift the Training Camp period to a different ten (10) hour block on any specific day, so long as the Center is not booked for another event that would conflict with the adjusted Training Camp time. The Team shall be responsible for any additional Center utility or staff -29- $083M02.2 costs resulting from the adjusted Training Camp time or any Training Camp time longer than _ ten(10) hours in a day (for example, increased staff costs resulting from evening scrimmages or 12-hour Training Camp days). (c) As a condition for the Team's use of the Center for a Training Camp in I any year, the Team must provide the City with the dates required for Training Camp no later than four (4) months prior to the required dates. After receipt of the dates required by the Team for the Training Camp, the City shall not, without the prior written consent of the Team, book any Non-Hockey Events, or governmental and public meetings or other events at which admission is not charged, in the Center during the dates required for the Training Camp, except for events that commence at or after 7:00 p.m. (a) Ice time will be provided by the City in the Arena for each day of Training Camp and the Exhibition Games. However, upon reasonable request, advance notice to the Team, and the availability of the Community Ice Sheet for the Team use at the relevant time, the Team will relocate to the Community Ice Sheet for Training Camp purposes. The City shall be responsible for the costs of any such relocation and rental of the Community Ice Sheet. (e) The City shall ensure that the ice surface will be installed and properly cleaned and flooded at such times as the Team may reasonably request. The Team agrees that within thirty (3 o) days after receipt of a written statement from the City of such incremental cost, the Team will reimburse the City for the actual cost of incremental utilities or energy costs directly resulting from the use of the Center for the Training Camp. The parties acknowledge that the incremental utility and energy costs payable by the Team will not include any such costs relating to the installation of ice in the Center and the costs of maintaining the ice surface. 8.5 Hockey School The Team may hold a Hockey School for up to two (2) consecutive weeks during the months of June,July or August in each Operating Year during the Term. Hockey School may be up to fourteen (14) hours each day, between 8 a.m. and 10 p.m., which may include weekends. As a condition for the Team's use of the Center for a Hockey School in any year, the Team must provide the City with the dates required for Hockey School no later than four (4) months prior to the required dates. The Team shall pay the City a flat annual amount of $4,000 (adjusted beginning ,in 2010 based on changes in the U.S. Implicit Price Deflator for Personal Consumption) for use of the Center for Hockey School in each Operating Year in which a Hockey School is held, and shall reimburse the City for the City's incremental additional costs of staffing the Center for the Hockey School. 8.6 Practice Times. (a) Subject to Section 8.6(e) and Section 8.1(d), the City shall make practice ice time available in the Center for the Team from the end of Training Camp until the end of the Season for two (2)hours each day during the Season from 3:00 p.m. to 5:00 p.m, for each non- League Game day on which the Team is not playing an away game. Practice ice times for the Team shall be in the Arena unless the City gives notice to the Team that a Non-Hockey Event or other City permitted event has been booked for a particular date (such notice to be given at least -30- sos»aon.s seven (7) days before the particular date), in which event the practice ice time for the Team and/or any Visiting Team will be on the Community Ice Sheet. (b) On days on which League Games are scheduled, the City shall provide j practice ice time in the Arena in accordance with Section 9.1. (c) Visiting Teams, or the Team on their behalf, may request practice ice time in the Center on non-League Game days from 10:00 a.m. to 11:30 a.m. It is acknowledged that such practice time may be made available in either the Arena or the Community Ice Sheet,and if the City does not provide such practice ice time in the Center,the City and the Team shall jointly arrange for alternate practice time at the Community Ice Sheet in accordance with Section 8.6(e). (d) The City shall ensure that the ice surface on which the Team or the Visiting Team will be practicing has been properly cleaned and flooded prior to such practice. (e) Practice ice times will be preliminarily established at the time of the completion of the League Schedule. The City and the Team will jointly meet with the Community Ice Sheet to negotiate the availability and rental rate for all necessary practice times. Costs of rental of the Community Ice Sheet for practice ice times shall be divided equally between the Team and the City. The Team shall provide the City with as much advance notice as possible of any requests for changes to practice ice time, it being understood that any changes may be subject to the availability of the Center. The City shall not cancel a preliminarily established practice ice time in favor of another booking unless the Community Ice Sheet is available for the use of the Team or a Visiting Team. ARTICLE 9 USE OF CENTER BY TEAM-GAME DAY 9.1 Use of Game Day Facilities. (a) During the Term, the Team shall have the exclusive right to use the Center and the Gaspe Day Facilities for all Hockey Events. The "exclusive right to use" means exclusive of users other than the City, which will continue to have access to and "use" of the Center to carry out its obligations under this Agreement. The City may also have the use of the lounge in the Center on game days to the extent such use does not interfere with the Team's use of the Center. The Team shall have access to the Garne Day Facilities commencing at 9:00 a.m. on the day of a Hockey Event until two (2)hours after the completion of the Hockey Event. i (b) Unless the Parties agree otherwise with respect to a specific Hockey Event, the Team will remove Team property from the Game Day Facilities within two (2) hours following the completion of each Hockey Event. Notwithstanding the foregoing, the City agrees that a Visiting Team may leave its Visiting Team property in the Visiting Team locker room until 12:00 Noon the immediately succeeding day, unless notified by the City or the Team that the Visiting Team locker room is unavailable during such time due to a Non-Hockey Event booking. -31- 5b831402.2 ARTICLE 10 CITY'S RIGHTS AND OBLIGATIONS 10.1 Maintenance and Provision of Facilities. I The City shall during the Term: (a) operate, maintain and repair the Center and the systems and equipment necessary for the proper operation of the Center and to ensure that the Center is operated as and remains a top quality, first-class minor league ice hockey facility, i.e., a facility generally similar in operation, maintenance and repair to the Reference Facilities. Except in emergencies,the City shall not carry out any maintenance or repairs in or to the Center which would interfere with the Team's use of the Center without the Team's prior consent, which consent shall not be unreasonably withheld; (b) be responsible for all day-to-day structural and mechanical repairs to the Center, including the Team Facilities; (c) maintain the Center, including the Team Facilities, in a neat, clean, safe and sanitary condition and in good state of repair(reasonable wear and tear excepted); and (d) supply and install the following Arena equipment: netting, goal lights, public address,music and sound system, scoreboards, two (2) Zambonis, and any and all other equipment mutually agreed to by the City and the Team that is necessary or desirable for hosting League Games. The City's obligations under this Section 10.1 include making life-cycle improvements to repair or replace worn-out facilities and fixtures, but do not include making major capital expansions or structural changes to the Center. 10.2 Team's Remedies. (a) In the event the Team reasonably determines that the City is failing in any material respect to ensure, pursuant to Section 10.1(a), that the Center remains a top quality, first-class minor league ice hockey facility generally similar in operation, maintenance and repair to the Reference Facilities, the Team shall have the right to deliver a default notice (the"Facility Default Notice") to the City setting forth the nature of such asserted facility default. Within twelve (12) months after receipt of such Facility Default Notice, the City shall either (i)cure such default or (if such cure cannot with due diligence be completed during such twelve (12) month period) commence such cure within such period and diligently prosecute such cure to completion, or(ii) if the City objects to the Team's assertion that a facility default exists, submit the matter to the dispute resolution procedure set forth in Article 13. If the arbitrator determines that the City has failed in any material respect to ensure that the Center remains a top quality, first-class minor league ice hockey facility pursuant to Section 10.1(a), the City shall cure such default within 180 days after the arbitrator's determination, or (if such cure cannot with due diligence be completed during such 180-day period)commence such cure within such period and diligently prosecute such cure to completion. If the City fails to cure a default as required by this -32- 50831402.2 i Section 10.2(a),the Team shall have the right to terminate this Agreement upon three (3)months written notice to the City. (b) In the event the City shall fail to perform in any material respect any repair or maintenance obligation of the City pursuant to Sections 10.1(b) through 10.1(d), the Team shall have the right to deliver a default notice (the"City Default Notice")to the City setting forth the nature of such asserted default. The City shall either (i) cure such default within twenty (20) days after its receipt of a City Default Notice or, if such cure cannot with due diligence be completed during such twenty (20) day period, the City shall commence such cure within such twenty (20) day period and diligently prosecute such cure to completion, or (ii) if the City objects to the Team's assertion that a default exists, submit the matter to the dispute resolution procedure set forth in Article 13. If the City shall fail to cure a default under this Section 10.2(b) j within the cure period provided herein, and the continuance of such default will result in a team emergency (as hereinafter defined), the Team shall have the right,but not the obligation, to cure such default. If the Team cures a default pursuant to this Section 10.2(b), the City shall pay to the Team the costs thereof within ten (10) days after receipt by the City of a statement as to the amounts of such costs (unless the existence of the asserted default has been submitted to dispute resolution under Article 13, in which event the City shall pay the Team if and when appropriate pursuant to the-outcome of the dispute resolution process). All work performed by either Party pursuant to this Section 10.2(b) shall be performed (i) in a manner consistent with that set forth as the standard for the City's performance of such work in this Agreement and otherwise in compliance with the provisions of this Agreement, (ii) to completion with reasonable diligence and at reasonable costs, (iii) only to the extent reasonably necessary to effect the cure of such default, (iv)using reasonable efforts to cause such work to be performed in a manner so as to minimize the interference with the City's and its other licensees' and invitees' use of the Center, and (v)wholly within the Team Facilities and without affecting any of the Center's mechanical, electrical, sanitary, HVAC or other systems. As used herein, "team emergency" shall mean (i) imminent danger to the health or safety of persons in, on or about the Center and/or the Team Facilities, and/or (ii) material interference with the Team's ability to conduct its business in the Center. 10.3 Exclusive Rights to Hockey Events. (a) The City acknowledges and agrees that Team shall have the exclusive right to present all Hockey Events in the Center. i (b) Subject to the scheduling provisions of Article 8, the Team shall have I control over all Hockey Event related uses of the Center, including all scheduled hockey practices. In this regard, the Team may implement and enforce rules or regulations pertaining to the use of the Center for Hockey Events. 10.4 Loading Zone and Buses. (a) The City shall provide a loading zone for access to the Center, the location of which will be agreed to between the City and the Team (each acting reasonably) upon completion of the plans for the Center. 33- 50831402.2 ` (b) The City shall designate and reserve a parking space for the Visiting Team bus in connection with League Gaines. 10.5 Center Personnel. (a) The City shall provide adequate personnel to operate the Center during Hockey Events in accordance with the terms of this Agreement, including Arena engineers, custodial and security personnel, personnel for ticket taking (subject to Section 5.5) and ushering, an audio/visual technician, equipment and lighting technicians, employees to resurface and maintain the ice and staff to manage and operate the Parking Lot (including the presence and participation of the personnel (including police/traffic personnel) as necessary to control traffic flow to and from the Center before and after a Hockey Event). The Team shall reimburse the City for one-half of the cost for ticket taking, security and ushers for Hockey Events. All other personnel described above will be provided at the sole cost and expense of the City. (h) The City shall provide personnel for a first aid facility for the general public at each Hookey Event. (e) The City shall provide persons,equipment and supplies for the purposes of installing under ice signage (including advertising, the Team logo and the League logo) by applying paint directly on the ice located below the skating surface; provided that the Team has provided the design and template for such signage and the required two (2) weeks notice in accordance with Section 6.2(b). (d) Game day personnel staffing levels, as described above, will be determined based on joint evaluation and discussion by the City and the Team. 10.6 Maintenance of Team's Equipment. The City shall not be responsible for providing or performing any maintenance,repair or servicing of any of the Team's equipment or personal property. The City shall not be responsible forjanitorial or service work on any of the Team Facilities unless compensated by the Team consistent with Section 7.3. 10.7 Dasher Board System.. Upon the Team's request at least two (2) weeks prior to the relevant date, the City shall install the hockey dasher board system and the clear plastic screen on the hockey dasher board system in the Arena prior to each practice and League Game. The City may remove and store the dasher board system and the clear plastic screen after completion of each use of the Arena by the Team unless the Arena will be used by the Team on a succeeding day without any intervening Non-Hockey Event or other governmental or public meeting or events at which admission is not charged. 10.8 Inspection,Repair and Improvement of the Team Facilities and the Center. (a) Upon receipt of at least twelve (12) hours' prior notice from the City, the Team shall provide the City access to the Team Facilities during normal business hours to I -34- 5083I402.2 I i i i inspect the same and make any repair, improvement alteration or addition thereto or to inspect, repair, improve, alter or add to any property owned by or under the control of the City deemed necessary by the City, provided that this right of access shall not impose on the City any obligation to make any repair, alteration or improvement except as specifically provided herein. (b) In inspecting, and in making repairs, alterations, additions and improvements to the Team Facilities or the Center,the City may erect barricades and scaffolding in and outside of the Center and may otherwise interfere with the conduct of the Team's business and operations as such action is reasonably required by the nature of the City's work and such interference shall not constitute a default under this Agreement; provided that, except in emergency situations, the prior consent of the Team has been obtained (which consent shall not be unreasonably withheld) and such repairs, alterations, additions and improvements will not create an unsafe condition for the Team, its employees, players, agents, representatives,guests or patrons. (c) The City shall have the right to use any and all means that the City reasonably considers necessary to obtain entry into the Team Facilities in an emergency situation without liability to the Team except for any failure to exercise due care for the Team's property. Any reasonable entry to the Team Facilities by the City in an emergency situation shall not be construed or be deemed under any circumstances to be a forcible or unlawful entry into or a detainer of the Team Facilities or a termination of the Team's license to occupy and use the Team Facilities, The City shall notify the Team or its representatives as soon as is practical about any entry into the Team Facilities in an emergency situation. The City shall advise of the time of entry, the nature of the emergency and the action taken by the City in respect to such emergency. 10.9 Broadcast Advertising Time. The Team agrees that it will grant, or cause the Team's radio or television broadcaster of, or the operator of the public address system at League Games to grant, to the City: (a) one minute of radio advertising during each Hockey Game broadcast by the Team on radio; (b) five minutes of public address time during each League Game to be used by the City for advertising purposes. The City acknowledges and agrees that the timing, content and placement of any advertising time granted herein is subject to the mutual reasonable consent of both the Team and the City. The City further agrees that the rights granted under this Section are not assignable or transferable by the City. I I I I -35- 50831402.2 i ARTICLE 11 TEAM'S RIGHTS AND OBLIGATIONS 11.1 Ticketing. (a) The Team shall have the right to use Box Office windows as set forth in Section 5.5. (b) Except as otherwise provided in this Agreement, the City shall not impose, charge or cause to be imposed or charged any service charges or handling fees of any kind or matter on any tickets or rights of admission to any Hockey Events, without the prior consent of the Team. Nothing in this subsection shall be deemed to prevent the City from imposing generally applicable excise taxes on the sale of tickets to taxable events within the City that affect the Team or ticketing of Hockey Events. (c) The Team shall be entitled to retain the Net Ticket Proceeds paid by a person attending a Hockey Event, subject to the License Fees required to be paid by the Team pursuant to Section 5.2. (d) The Team shall have the exclusive right to issue Complimentary Tickets to Hockey Events. (e) If the Team Store is not publicly visible from the front of the Arena, the City shall create and install, at the City's cost and expense, sufficient signage to direct patrons to the Team Store. 11.2 Novelties,Etc. (a) The Team shall have the exclusive right to sell all hockey related novelties, souvenirs, wares and programs at the Center for all Hockey Events held at the Center. (b) The Team may utilize temporary kiosks in the Center for all Hockey Events for the sale of hockey-related novelties, souvenirs, wares and programs or for other related promotional uses. The Team shall be entitled to locate those temporary kiosks as follows: two (2) on the concourse level and one (1) on the suite level. If additional space is available, the Team shall be permitted five (5) other kiosks in locations agreed upon by the parties, if the placement of the temporary kiosks does not, in the opinion of the City (acting reasonably), adversely impact Concession sales or advertising displays. The City will provide an adequate securable area for the storage of these kiosks. The Team shall be responsible,and at its own expense, for the temporary installation and the subsequent removal, storage and security of the kiosks. li (c) The Team shall have the exclusive right at all Hockey Events to host or assign Team raffles ("50150 draws"or otherwise) and to retain all proceeds therefrom. -36- 50831402.2 i 11.3 Under lee Displays. The Team shall be entitled, during all Hockey Events held within the Center, to display the Team's name and logo and the League's name under the Arena ice at any location. 11.4 Appointment of Center Manager and Concessionaire. (a) The City will consult, discuss and otherwise solicit the advice of the Team in the review and selection of the Center Manager, the Concessionaire and other key personnel involved in the operation of the Center, and in discussions concerning the menu products and pricing of the Concessionaire. (b) In the periodic selection of the Center Manager and the Concessionaire, the City will use a competitive process, except that the City reserves the right to use a Center Manager who is a City employee or another Center Manager who is a natural person. Under any selection scenario, the Team shall be permitted to participate in the selection process. If the Team so participates, the process shall provide the Team with the opportunity to collaboratively work with the City to narrow the pool of proposals to a maximum of three (3) finalists,with both the City and the Team each retaining the right to prevent a particular proposal from being included as a finalist. From the final proposals, the City shall, after consultation with the Team, make the decision as to the selected proposal. The City shall consult with the Team if it elects to terminate a contract with the Center Manager or Concessionaire prior to that contract's stated termination date. 11.5 Team Parking. (a) During the Term, the City shall provide to the Team, without additional charge,the exclusive right to the use of. (i) Twenty (20) parking stalls for the Team's employees at or near the Center, which stalls will be available 24 hours per day, 365 days per year; and (ii) Twenty (20) parking stalls for the Team's players under the same terms as Section 11.5(a)(i). In addition, if the City charges for parking at the Parking Lot at times when Hockey Events are played, the City shall provide thirty (30) parking stalls for the Team's game staff on each such day, at no charge to the Team or the game staff. I 11.6 Preferred Parking. During the Term,the City shall provide the Team with the exclusive right during Hockey Events to designate an area of the Parking Lot composed of 500 parking stalls, to be reserved for j the holders of Box Tickets, Club Tickets, or Packaged Tickets. -37- 50831402.2 i i 11.7 Media Rights. i The Team shall have exclusive media and broadcast rights for League Games, including radio and television coverage, all satellite and close circuit, cable or pay TV rights, Internet, all photographic and video rights or any similar rights by whatever means or process now existing or hereinafter developed in preserving, transmitting and/or reproducing for hearing and/or viewing Hockey Events. All copyrights and other rights in law for all of the above media rights shall remain sole property of the Team. The Team shall have the exclusive right to retain all proceeds received from or in respect of such media rights. I 11.8 Telephone. The Team shall, at its sole cost and expense, be responsible for all telephone and high- speed Internet access service charges and fees with respect to such services provided in and to the Team Facilities. The City shall, at its sole cost and expense,be responsible for supplying and installing wiring and cable for telephone and high-speed Internet access services in and to the Team Facilities. 11.9 Advertising. The content of any advertising sold in or for the Center by the Team shall be subject to the City's prior review and approval, which approval will not be unreasonably withheld or delayed. It is the intent of this Section that the City's approval right is to allow the City to ensure that such advertising is in keeping with community standards or decency and good taste. The Team acknowledges that the City may prohibit sexually oriented advertising or advertising relating to gambling, tobacco, other drugs or hard liquor (i.e., beverages with an alcoholic content of greater than 14%) if, in its discretion (acting reasonably), such advertising would be harmful or damaging to its public image or would cause significant community objections. The City shall also have the right to prohibit the advertising of products that would conflict with any written agreement between, among or by the City, the Concessionaire, or the entity responsible for the sale of advertising under Section 6.4. 11.10 Team Personnel. The Team shall employ, at its own expense, and have available at all Hockey Events: I (a) timekeepers, gatekeepers,on and off-ice officials; i (b) medical personnel for the Team and Visiting Team, as may be required in j accordance with League regulations. 11.11 Lawful Use. The Team agrees to comply with all applicable laws of the United States and the State of Washington and all of the ordinances of the City of Kent, Washington and the rules and regulations of the City for the use of the Center (including the placement of temporary kiosks contemplated by Section 11.2(b)), together with all rules and regulations of the Police and Fire -38- 508314012 i Departments of the City of Kent, Washington and the King County Department of Public Health. The Team further agrees that it will: (a) obtain all licenses, permits and directives necessary to conduct its business; i (b) comply with any determination made by the Chief or Fire Marshal of the Fire Department of the City of Kent regarding the number of persons that may be admitted to and safely and freely move about in the Center at a Hockey Event, and the Team agrees that it will not issue tickets or other rights of admission to a Hockey Event in an aggregate number which exceeds the number of persons determined by the Chief or Fire Marshal of the Fire Department of the City of Kent; I (c) immediately desist from and/or take reasonable measures to prevent or correct any violation of any law, regulation, rule, ordinance, license, permit or authorization of which it receives notice, except where such violation is due to the actions or inactions of the City or such obligation is an obligation of the City under this Agreement; and (d) pay before delinquency all taxes, levies and assessments arising from Hockey Events or its occupancy of the Team Facilities, including taxes payable by the Team arising out of the occupancy of, or activity and business conducted in or from the Team Facilities, taxes levied on the Team's property, equipment, improvements on or made to the Team Facilities and taxes levied on the Team's interest in this Agreement. 11.12 No Adverse Actions. The City agrees that it will not take, and will not cause any actions to be taken,excepting the use of any regulatory "police powers," that would have the effect of diminishing the Team's or its rights under this Agreement unless: (a) at least thirty (30) days prior to any such action being taken, it has provided the Team a written notice setting forth the nature of the action being taken; (b) the Team shall have a period of fifteen (15) days following receipt of the written notice to advise the City in writing whether the Team consents or objects to the action which is proposed to be taken and failure by the Team to provide such written advice shall be deemed to be an objection to the proposed action; and (c) the matter shall be referred to the dispute resolution process referred to in Article 13 and the City agrees that it will not allow the action in question to be taken until the matter has been resolved between the parties. 11.13 Team Name. The City acknowledges and agrees that the Team's name will be the sole property of the Team and that the City will not be entitled use the Team's name except in accordance with any license or use agreement which may be entered into between the Parties. However, in -39- 5083I402.2 advertising and promoting The Center, the City shall be entitled to use the Team's name in describing the Center as the home arena of the Team. 11.14 No Nuisance. The Team shall not, at any time during the Term, permit any excessive or objectionable noise, odor, dust, vibration, or other similar substance or condition to remain on or be emitted from the Center; shall not create any nuisance in or adjacent to the Center; and shall not do anything in the Center that will create a danger to life or limb, except such dangers as are the necessary result of hockey playing or practicing. The City expressly acknowledges that the Team may use lights,fire and pyrotechnics in the course of a Hockey Event and consents to such use provided that the Team is responsible to determine the number and extent of all required regulatory and safety permits and approvals and provided that the Team has obtained all prior written approvals from all applicable authorities, specifically including, without limitation, the City's Fire Department. 11.15 Assignment and Transfer. (a) The Team shall not assign or otherwise transfer to another person or entity any of its rights or responsibilities under this Agreement, or assign or transfer all or substantially all of the.Team's assets or effect a change in the controlling member of the Team, without the prior written approval of the City, which consent shall not be unreasonably withheld, conditioned, or delayed. The City acknowledges and agrees that the use of contractors or consultants by the Team to assist the Team in performing its responsibilities under this Agreement shall not be deemed an "assignment" or "transfer" of the Team's rights or responsibilities hereunder. (b) The City may assign all or a portion of its rights and obligations under this Agreement to apublic facilities district created by the City. The City may also assign rights and obligations to the Center Manager, but the City and its assignees shall continue to be responsible to the Team with respect to any obligations so assigned but not performed by the Center Manager consistent with this Agreement. 11.16 Alterations to Team Facilities. (a) The Team shall not construct any improvements, additions or alterations to the Team Facilities without the prior written approval of the City, which approval shall not be unreasonably withheld. The Team shall submit to the City for approval (not to be unreasonably withheld) schematic designs, design development drawings and final working drawings and specifications of such improvements, additions or alterations. All such improvements, additions or alterations shall be at the Team's sole expense. (b) The approval by the City of the Team's plans and specifications for improvements, alterations and additions to the Team Facilities or the Center, if obtained, shall only constitute the City's approval as the Arena owner; this approval shall not constitute an opinion or representation by the City as to any regulatory compliance with any law or ordinance or their adequacy for other than the City's own purposes, and such approval shall not create or form any regulatory approval or the basis of any liability on the part of the City or any of its -40- 50831402.2 i I I officers, employees, or agents for any injury or damage resulting from any inadequacy or error therein or any failure to comply with applicable laws or ordinances. (c) No improvement, alteration or addition shall be constructed, placed, or erected on the Team Facilities except in accordance with plans and specifications therefor and to which the City has given approval. Immediately following the Team's receipt of notice by the City of any material variation between the approved plans and specifications and any improvement,addition, or alteration in, on, or being made to the Team Facilities, the Team shall either desist from occupation, use, and operation of such supplementary improvement, addition, or alteration and remove it from the Team Facilities or ensure that it is made consistent with such approved plans and specifications. (d) The Team may request that the City carry out improvements, additions or alterations to the Team Facilities. If the City concurs in such improvements, additions or alterations, or any change to any other facility, utility or service provided by the City,the Team shall pay, as an additional charge, any and all reasonable costs incurred by the City in carrying out those improvements, additions or alterations or in making such change. (e) All improvements, additions and alterations to the Team Facilities or other elements of the Center shall become the property of the City and may not be removed by the Team, except for the Team's equipment, furniture and trade fixtures. Any damage caused by or resulting from removal of equipment, furniture and trade fixtures shall be repaired at the Team's expense. 11.17 Obligation to Play at Center. Throughout the Term, the Team agrees that the Team shall play all home League Games in the Arena; except that Team shall be entitled to play Exhibition Games in other facilities, but only to promote the Team and attendance at the Center. 11.18 Obligations to Make Payments as Provided in Agreement. (a) Throughout the Term,the Team shall make all payments to the City as set forth in this Agreement, including without limitation the payment of License Fees under Article 5, Facilities Fees under Section 5.4, the City's share of Net Center Advertising revenues under Section 6.4 (when and as applicable),the City's share of Naming Rights under Section 6.5, the City's share of Suite License sales wider Section 6.6, the City's share of Club Seat revenue under Section 6.7, reimbursements under Section 7.3, the cost of providing specified personnel at the Center during Hockey Events as described in Section 10.5, and the cost of alterations as described in Section 11.16. (b) Revenues from Concessions and the sale of Center Advertising, Naming Rights, and Suite Licenses shall as soon as practicable be deposited in special accounts maintained by one or more third-party custodians or trustees mutually selected by the Team and the City. A custodian or trustee may be the Team's bank or the City's bank, but such special accounts shall nevertheless be established on a custodial or trust basis, separate from the Team's and the City's accounts. A custodian or trustee shall account for and disburse those revenues to the Team and to the City respectively, based on the provisions of this Agreement and based on a I -41- 50631402.2 protocol or instructions agreed upon by the Tcam, the City and the custodian or trustee. The cost of custodial or trustee fees shall be divided equally between the City and the Team. ARTICLE 12 MUTUAL COVENANTS 12.1 Audit Rights. (a) The receipt by either Party (the "Recipient') from the other Party (the "Obligor") of any payment or detailed accounting statements pursuant to this Agreement shall not be deemed to be a waiver of any of its rights;provided that after two years following the end of the Operating Year in which the payment was made, all statements shall be deemed to be conclusive and the Recipient shall have no right to audit the books and records of the Obligor in respect of such statements. (b) A Recipient shall, from time to time and in normal business hours, be entitled to inspect and audit the books and records of the Obligor to verify the accuracy of the payments previously made by the Obligor. The Recipient shall be entitled to conduct the audit using its personnel or to engage a qualified chartered accountant or certified public accountant in good standing to conduct the audit. If the amount of any revenue of the Obligor on which a payment to the Recipient is based is found to be greater by at least three percent (3%) of the total of the amount shown on the statement or statements delivered to the Recipient, the costs of the audit shall be borne by the Obligor, otherwise the costs of the audit shall be bome by the Recipient. (c) If it is determined, as a result of an audit, that there was an underpayment in the payment required to be made by the Obligor, the Obligor shall immediately make such payment to the Recipient, unless the Obligor disputes the result of the audit, in which case the matter shall be submitted to dispute resolution in accordance with Article 13. (d) If it is determined, as a result of an audit,that there was an overpayment in the payment required to be made by the Obligor, the Recipient shall immediately refund the amount of the overpayment to the Obligor, unless the Recipient disputes the result of the audit, in which case the matter shall be submitted to dispute resolution in accordance with Article 13. 12.2 Books and Records. An Obligor shall maintain true, accurate, complete and auditable books and records of all revenue accrued by the Obligor upon which a payment to a Recipient is based and shall retain all such books and records for a period of thirty-six (36) months following the close of the Operating Year in which the payment was made. 12.3 Confidentiality. A Recipient covenants that the Recipient, its personnel, representatives, agents,lawyers and auditors will hold all books and records of the Obligor, and all information acquired therefrom, strictly confidential and will not disclose any of such books and records or -42- 50831402.2 i information to any third party for any purpose except as may be required by law. The Parties acknowledge that use of records by the City is subject to Chapter 42.56 RCW. j 12.4 Conduct of Business. Each of the Parties agrees that it will conduct its business affairs in good faith and in such a manner as to ensure that the other Party will at all times receive the fair and proper revenue attributable or payable to the other Party in accordance with the intentions of this Agreement. 12.5 Damage and Destruction. In the event of any damage or destruction to the Center the following provisions shall apply: (a) the City shall proceed to rebuild and repair the damage or destruction; (b) License Fees payable by the Team shall be reduced in proportion to the j impact such damage or destruction bad upon the sources of the Team revenue provided for in this Agreement until the damage or destruction has been repaired. However, unless the Center is in a condition so that the Team is able to fully and properly play League Games in the Arena, all License Fees shall abate until the Center has been repaired to the extent that the Arena can be used for League Games; (c) if the Parties cannot agree on the proportion of abatement, the matter will be determined in accordance with the dispute resolution procedure set forth in Article 13. (d) if, within one hundred and eighty(180) days of the damage or destruction, the City fails to commence repairs or restoration to the Center so that the Center can be used for League Games,the Team shall have the option to terminate this Agreement as of the date of such damage or destruction; (e) if, within one hundred and eighty(180) days of the damage or destruction, the City has not made complete repairs or restoration to the Center so that the Center can be used for League Garnes, the Team shall have the option to terminate this Agreement as of the date of such damage or destruction; and (0 unless and until this Agreement is terminated in accordance with Section 12.5(d) or Section 12.5(e) but subject to the provisions of this Section, this Agreement shall remain in full force and effect notwithstanding such damage and destruction. i 12.6 Force Nlajeure. Whenever a Party's performance of any obligation under this Agreement is prevented by an occurrence of an event beyond the reasonable control of a Party that cannot be prevented or remedied with the exercise of reasonable diligence, including an act of nature; war or war-like operation; civil commotion; riot; terrorist acts; labor dispute (including a strike, lock-out, or walk-out) involving employees other than employees of either Party; sabotage; initiative or governmental regulation or control; then performance of such affected obligation shall be I -43- 50831402.2 i I i suspended but only for so long as such occurrence remains beyond the reasonable control of such Party or cannot be prevented or remedied by such Party. This Section 12.6 shall not apply to payment obligations. In the event of a labor dispute,the Party directly involved in the same shall make a good faith effort to ensure, through available legal means, that such person's obligations under this Agreement during the period of such dispute are not prevented or unreasonably delayed, but nothing herein shall require such Party to waive or otherwise reduce its claims in such dispute. 12.7 Not Partners. The City and the Team are not partners or joint venture participants and the relationship between them is strictly that set out herein and not of partnership or joint venture in any way. 12.8 Interest and Other Charges on Overdue Amounts. Any amounts not paid by a party when due shall be subject to an administrative charge of $50 and shall bear interest at the rate of one percent (I%)per month (twelve percent(12%) per annum) from the due date until paid in full. Payments made after the due date shall first be applied to the administrative charge, then to interest and then to the principal sum due. Unpaid amounts shall not bear interest when and to the extent a delinquency is due to an incident of force majeure as defined in Section 12.6. ARTICLE 13 DISPUTES 13.1 Submission of Claims or Disputes. Any claim or dispute between the Parties relating to the requirements of this Agreement may be submitted in writing by a Party to the dispute resolution process as described below, except as otherwise provided with respect to the standby arbitrator process described in Section 3.8(c). Throughout the process, the City and the Team shall proceed in a timely manner and in good faith to resolve claims or disputes based on accurate and shared information and on a confidential basis. 13.2 Executive Conference. The Parties shall make a good faith effort to resolve any dispute or claim by negotiation between representatives with decision-making power. If resolution does not result within two (2) weeks after a Party's receipt of a written notice of dispute, the City and the Team shall then attempt to resolve the dispute through a direct conference of the City Administrator and the Team's Chief Executive Officer or President, or, if any of those persons are not promptly available, a designee of the City Administrator, Team Chief Executive or Team President, respectively. The procedures utilized for the conference shall include the exchange of written claims and responses, with supporting information, at least seven (7) calendar days prior to the conference; however, the Parties, by mutual agreement, may shorten or extend this time frame and may make arrangements regarding the exchange of documents. The positions expressed, responses, and submitted information shall not be admissible as evidence in any subsequent dispute resolution or legal proceeding. I -44- 50631402.2 i 13.3 Mediation. If the procedure set forth above does not result in resolution of the claim or dispute, then within ten (10) calendar days after the last conference meeting or final exchange of written positions, the City and the Team may mutually agree to initiate a nou-binding, structured mediation to be developed by the Parties with the assistance of individuals or organizations experienced in alternative dispute resolution ("ADR"). The Team and the City shall agree on a single qualified mediator. The ADR process will be a mediation process only and neither party is bound to any other ADR process, specifically including arbitration. The ADR process will be initiated within thirty (30) days of the request unless extended by an agreement of both Parties. The ADR procedures utilized for the mediation shall include the exchange of written claims and responses, with supporting information, at least five (5) days prior to the actual mediation. The positions expressed and the mediator's recommendations and/or findings shall not be admissible as evidence in any subsequent arbitration or legal proceeding. 13.4 Arbitration. In the event that the dispute remains unresolved, the City and the Team may mutually agree to submit the claim or dispute to arbitration before a single arbitrator agreed to by the Parties. Unless otherwise mutually agreed between the Parties, any such arbitration will be conducted utilizing an expedited format in which each side shall have a restricted period of time to present its case, so that the entire presentation of testimony and evidence by both sides may be concluded in one day. The arbitrator shall provide a decision on the matter within two (2) business days of the hearing,or such other time period agreed to by the Parties. 13.5 Final Dispute Resolution. Any continuing dispute that exists after undertaking any dispute resolution processes established above can be continued only by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court,King County, Washington. ARTICLE 14 INSURANCE.REQUIREMENTS 14.1 Team Required Liability Insurance. (a) The Team shall at all times during the terni of this Agreement, obtain and maintain continuously, at its own expense, a policy or policies of insurance as enumerated below: I (i) A policy of Commercial General Liability insurance, written on an insurance industry standard occurrence form (CG 0001 or equivalent), including all the usual coverages (or their equivalents) such as: (1) Center/Operations Liability; (2) Products/Completed Operations; -45- 50631402.2 (3) Personal/Advertising Injury Contractual Liability; (4) Independent Contractors Liability; (ii) Such poliey(ies) must provide the following minimum limits: $2,000,000 Property Damage $2,000,000 Bodily Injury j $2,000,000 General Aggregate $2,000,000 Per Occurrence/Event Aggregate $2,000,000 Products& Completed Operations Aggregate $1,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $5,000,000 Umbrella Coverage (b) Any deductible or self-insured retention must be disclosed and is subject to approval by the City. The cost of any claim payments falling within the deductible shall be the responsibility of the`,ream. (c) The Team shall obtain and maintain continuously a policy of Business Automobile liability, including coverage for owned, non-owned, leased or hired vehicles written on an insurance industry standard form(CA 0001) or equivalent. Such policy(ies) must provide a minimum limit of$1,000,000 Bodily Injury and Property Damage per accident. (d) The Team shall obtain and maintain continuously a policy of Worker's Compensation insuring the Team's liability for industrial injury to its employees in accordance with the provisions of Title 51 RCW; provided, that if the Team is qualified as a self-insurer in accordance with Chapter 51.14 RCW, the Team shall certify that qualification by a letter that is signed by a corporate officer of the Team and is delivered to the City setting forth the limits of any policy of self insurance covering its employees. Any such policy shall include Stop Gap or Employers Contingent Liability. (e) The insurance provided for in this Section shall meet all minimum requirements of those specified by the League, the Canadian Amateur Hockey Association, and the Amateur Hockey Association of the United States for hockey teams in the League. I (f) The coverage amounts indicated in Section 14.1(a) shall be increased by mutual agreement of the parties in writing within ninety (90) days after the fifth, tenth, fifteenth, twentieth, and twenty-fifth anniversary date of the Effective Date of this Agreement. Any disagreement regarding coverage increases shall be resolved by the dispute resolution provisions of Article 13. 14.2 General Requirements for Team's Insurance. i (a) The insurance coverage to be provided by the Team pursuant to this Agreement shall be endorsed to include the City, its officers, elected officials, employees, agents and volunteers as additional insureds; shall be primary as respects the City, and any other -46- 50831402.2 insurance maintained by the City shall be excess and not contributing insurance with the Team's insurance; and provide that such insurance shall not be reduced or canceled without 45 days prior written notice to the City. (b) All insurance policies required hereunder shall be subject to approval by the City (not to be unreasonably withheld) as to company, form and coverage. All policies shall be issued by a company rated A-; VII or higher in the A.M. Best's Key Rating Guide and licensed to do business in the State of Washington. A surplus line may be used only if suitable coverage is unavailable as indicated above; in that event such surplus coverage must be issued by a Washington surplus lines broker, and shall be primary to any other applicable insurance. I I (c) Any deductible or self-insured retention must be disclosed to, and shall be subject to approval by the City. The cost of any claim payments falling within the deductible shall be the responsibility of the Team or its contractor, as appropriate. (d) The following documents must be provided to the City as evidence of insurance coverage secured and maintained by the Team: (i) not less than ten (10) days prior to the Team's first use of any of the Center pursuant to this Agreement; (ii) within seven (7) calendar days prior to the expiration or renewal date of each such policy; (iii) within seven (7) days after the Team's receipt of a written request therefor, a copy of each of: (1) the policy's declaration pages, showing the insuring company, policy effective dates, limits of liability and the schedule of forms and endorsements specifying all endorsements listed on the policy including any company-specific or manuscript endorsements; (2) the endorsement naming the City, its officers, elected officials, employees, agents and volunteers as additional insureds, showing the policy number, and signed by an authorized representative of the insurance company (whether on ISO Form CG 2026 or an equivalent form); (3) an endorsement or policy provision stating that the coverages provided by such policy to the City or any named insured shall not be terminated reduced or otherwise materially changed without providing at least forty-five (45) days prior written notice to the City; and (4) the Commercial General Liability and Business Automobile liability insurance to be secured and maintained pursuant to Section 14.1, a copy of a "Separation of Insureds" or "Severability of Interests" clause indicating essentially that except with respect to the limits of insurance and any rights or duties specifically assigned to the first named insured, such insurance applies as if each named insured were the only named insured, and separately to each insured against whom claim is made or suit is brought. I -47- 50831502.2 ! (e) The evidence specified in Section 14.2(d) shall be delivered to the addresses set forth in Section 15.1 or to such other addressee(s) or address(es) as may be specified by notice provided to the Team. Until notified otherwise, the Team shall provide a copy of that evidence to Chris Hills, Risk Manager, City of Kent, 220 40' South, Kent, WA 980332. {f) The insurance provided by the Team shall meet all minimum requirements of those specified by the League. I 14.3 Subcontractors. ! The Team shall include all subcontractors as insureds under its policies or shall furnish separate evidence of insurance as stated above for each subcontractor. All coverages for subcontractors shall be subject to all the requirements stated herein and applicable to their profession. 14.4 Adjustments of Claims. The Team shall provide for the prompt and efficient handling of all claims for bodily injury, property damage or theft arising out of the activities of the Team under this Agreement. The Team shall ensure that all such claims, whether processed by the Team or the Team's insurer, either directly or by means of an agent, will be handled by a person with a permanent office in the Kent area. 14.5 Remedies on Failure to Insure. The City shall notify the Team whenever City has a reasonable belief that the Team has failed to secure or maintain insurance as required by this Agreement. Notwithstanding any other provision of this Agreement, after its receipt of any such notice, the Team shall not enter upon the Center until the Team has secured and is maintaining insurance as required by this Agreement. 14.6 City's Insurance. (a) The City shall take out and maintain during the Term the following insurance: ! i (i) building insurance on the Center; (ii) equipment, fixtures, improvements on other contents insurance on property that is situated in the Center grid owned by the City or which is installed by the City during the Term; (iii) boiler and machinery insurance covering boilers and pressure vessels owned by and under the control of the City; (iv) comprehensive general liability insurance covering the operations of the City in the Center; and -48- 508314M2 I. (v) such other insurance coverages as would reasonably be considered appropriate having regard to the size, age and location of the Center. The policies referred to above shall contain a waiver of subrogation rights by the City's insurers against the Team. When and if the City obtains comprehensive general liability coverage under subsection(iv) above through commercial insurance, if available at commercially reasonable rates, the liability policy shall name the Team as an additional insured with respect to liability arising out of the Center's operations. (b) Such insurance shall include such perils, for such amounts and with such deductibles as the City as a reasonable owner of a reasonably similar facility would deem advisable having regard to the size, age and location of the Center; provided always that the Center will be insured for its full replacement value. (e) All or a portion of the insurance provided for in this Section 14.6 may be provided by pool insurance, commercial insurance or self-insurance of the type customarily used by the City and Washington cities of similar size. 14.7 Mutual Release and Waiver. For and in consideration of the execution of this Agreement, the City and the Team each hereby releases and relieves the other, and waives its claim of recovery from the other for loss or damage to owned or rented property arising out of or incident to fire, lightning and the perils to the extent covered under any extended coverage insurance policy or endorsement approved for use in the State of Washington, whether such loss or damage is due to negligence of either party or any agent or employee of either or any other person, unless an insurance policy secured by either party hereto pursuant to this Agreement or otherwise would become void upon the making of such release and waiver. ARTICLE 15 MISCELLANEOUS PROVISIONS 15.1 Notices. Notices and other communications under or in relation to this Agreement shall be in writing and: (a) personally served upon the addressee, if an individual, or an officer or director of the addressee,if a corporation; or (b) delivered, transmitted by facsimile or sent by single registered mail, to the addressee as follows: for the City: City Clerk, City of Kent 220 0'Ave. South Kent, WA 98032 I -49- 50831402.2 Phone: (253) 856-5728 Fax: (253) 856-6725 With a copy to the Mayor, at the same address for Team: Mr. Russ Farwell Thunderbird Hockey Enterprises LLC 14326 124u'Avenue NE Kirkland, Washington 98034 Phone: (425) 497-0812 Fax.: (425)497-0812 Notices personally served, delivered or sent by facsimile transmission shall be deemed to have been given to the addressee on the business day following service, delivery or transmission. Mailed notices shall be deemed to have been given to the addressee on the third business day from the date of mailing, but if the mail service is interrupted during such period due to strike, lockout or other cause, the notice must be given again by personal service, delivery or facsimile. A party may,by notice to the other party, change its address or facsimile number. 15.2 Time of Essence. Time is of the essence in this Agreement. 15.3 Remedies Cumulative. Rights under this Agreement are cumulative; any failure to exercise on any occasion any right shall not operate to forfeit such right on another occasion. Each Party shall also have any other remedy given by the law. The use of one remedy shall not be taken to exclude or waive the right to use another. 15.4 Invalidity of Particular Provisions; Severability. Should any term, provision, condition or other portion of this Agreement or the application thereof be held to be inoperative, invalid or unenforceable the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. 15.5 Governing Law and Venue. This Agreement shall be construed under the Law(s) of the State of Washington. Venue and jurisdiction for any action brought hereunder shall be in King County, Washington. I I I I I 3a8��4o�.z -50- 15.6 Police Power Reserved. Nothing in this Agreement shall be deemed to impair the City's regulatory authority in the exercise of the police power granted by Article Xl, Section I l of the Washington State Constitution, Title 35 RCW or other applicable law. i 15.7 Sehedules. i Schedules and/or Exhibits attached to this Agreement form part of this Agreement. 15.8 Headings. The headings and the division of this Agreement into Articles and Sections are for convenience of reference only and shall not affect the interpretation of this Agreement. 15.9 References. Unless otherwise specified in this Agreement: (a) References to Articles, Sections and Schedules are to Articles, Sections and Schedules in this Agreement; (b) "Hereto", "herein", "hereby", "hereunder", "hereof' and similar expressions,without reference to a particular provision, refer to this Agreement. 15.10 Certain Rules of Interpretation. i Unless otherwise specified in this Agreement: (a) the singular includes the plural and vice versa; (b) gender references shall be read with such changes as may be required by the context; (c) "in writing"or"written"includes printing, typewriting, fax or telecopy; (d) "including" and "in particular" are used for illustration or emphasis only and not to limit the generality of any preceding words, whether or not non-limiting language (such as "without limitation", "but not limited to" and similar expressions) is used with reference thereto; and (e) reference to any statute, regulation, rule, policy or bylaw includes amendments, consolidations, re-enactments and replacements thereof I 15.11 Construction. This Agreement has been prepared through the joint efforts of the Parties and shall not be construed against a Party by`reason of having been prepared by such Party. i I i -51- 50831402.2 15.12 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and cancels and supersedes any prior agreements, undertakings, declarations and representations, written or oral, in respect of the subject matter of this Agreement, including without limitation the previous agreements listed in the third recital of this Agreement. 15.13 Currency. All monetary amounts set forth in this Agreement are in U.S. dollars. I 15.14 Successors and Assigns. Subject to Section 11.15,this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. 15.15 Prohibition on Private Activity Agreements. The City and the Team agree that any agreement mentioned herein will not be structured in any manner that the agreement would constitute"private activity" or would in any manner be a violation of, or contrary to any ruling, regulation or law issued by the United States Internal Revenue Service or in violation of any existing law or regulation. I -52- 50833402.2 IN WITNESS WHEREOF, the Parties bereto have caused this Agreement to he executed by having their authorized representatives affix their signatures in the spaces below: I CITY OF KENT: By: uzet Co ke, Ma}�or �tr t Date: Y/7f, 7 Approved as to Form: By: Tom Brubaker,City Attorney Date: e11`1 07 I I Team: THUNDERBIRD HOCKEY ENTERPRISES, LLC By `:2� Name: Its: ` Date: v - 7- 6 .Z i IIj I -53- 50831402.2 EXHIBIT A WESTERN HOCKEY LEAGUE ARENA FACILITY STANDARDS i i I I I EYJHBIT A WESTERN HOCKEY LEAGUE ARENA FACILITY STANDARDS III The Western Hockey League ("WHL") requires all Member Clubs to meet the following arena facility standards: A. For the term of the lease agreement,the arena must provide the WHL club the following space at the facility: I 1) Administrative office space in close proximity to the main entrance (minimum 3,500 sq. ft.); 2) Minimum twenty(20)permanent parking stalls in a prime parking location; 3) Home team dressing room(minimum 3,000 sq.ft.); 4) Off--ice training/fitness room(minimum 1,500 sq. ft.); 5) Storage space for hockey and administrative supplies(minimum 1,000 sq. ft.); B. For each WHL home game,the arena must make available the following space at the facility: 1) Prime parking space for visiting team bus; 2) Visiting team dressing room(minimum 1,000 sq.ft.); 3) Dressing room for on-ice officials(minimum 100 sq. ft.); 4) Meeting room for off-ice officials(minimum 100 sq. It.); I 5) A VIP hospitality/reception room(minimum 500 sq, ft.); 6) A media hospitality/reception room(minimum 200 sq. ft.); 7) Adequate staffing for all event functions, including security personnel, ushers and box office personnel; 8) Carpet/podium, as required, for on-ice ceremonies. C. The arena shall have a minimum seating capacity of 4,500. Seating capacity below the minimum standard may be approved by the League provided it is deem appropriate for the size of the market. D. Provide acertificate, outlining the maximum standing room capacity of the arena. I i A-1 50831402.2 E. The clubshall have the right to sell in-arena advertising and retain revenues derived from the sale of these rights. F. The club shall have the right to sell merchandise and retain revenues derived from the sale of these rights. G. The club shall be entitled to practice ice time in the arena as required during the hockey season at no cost to the club, expressly for the purpose of holding preseason training camp and regular practice sessions during the preseason,regular season and playoffs. H. Services and facilities available within the arena must include: 1) Computerized ticket sales service to ensure maximum ticket distributions; 2) Suitable radio and television broadcast facilities (including broadcast booths for television commentators)and interview areas; 3) Suitable Sound System for Music and PA Announcements; 4) Suitable Video Scoreboard for instant replay and promotions; 5) Media press box facilities capable of hosting a minimum twenty (20) media positions. Press box must have a minimum of two (2) phone lines for media use. Home teams are required to provide two(2)seats for members of the visiting team staff, upon request; 6) Acceptable television camera position and arena lighting for live television broadcasts (minimum 100 foot candle rating); 7) Acceptable power source for television broadcast facilities; 8) Area for promotional product displays and right to sample products within facility; 9) Acceptable hospitality areas/rooms for media results and hospitality for minimum 25 persons; 10) Acceptable hospitality areas/rooms for VIPs' and other accredited officials for minimum 25 persons; 11) Access to daily laundry,skate sharpening and equipment repair services; 12) Protective tarps, as required,over team and officials entrance areas; 13) Emergency medical response room and qualified medical personnel; 14) Access to public address system and electronic scoreboards. I. The arena playing surface, boards and player/penalty benches must conform to the League playing rules and regulations as may be amended from time to time at the discretion of the League. J. The playing ice surface must be a minimum 200 x 85 feet. A-2 50631402.1 I i EXHIBIT B CENTER ADVERTISING PRO FORMA I I I i I I j I I I Exhibit B Center Advertising Pro Forma The standard for revenue derived by the City from Hockey-Event Advertising and Center Advertising described in Sections 6.2 and 6.3 of this Agreement is enumerated below: Advertising Actual Net Adjusted Net Adjusted Year Revenue Revenue Difference Revenue Difference 2008/09 $255,000 $ $ $ $ 2009/10 261,375 2010/11 267,909 26-11/12 274,607 2012/13 281,472 2013/14 288,509 2014/15 295,722 2015/16 303,115 2016/17 310,693 2017/18 318,460 2018/19 326,422 2019/20 334,582 2020/21 342,947 2021/22 351,520 2022/23 360,308 2023/24 369,316 2024/25 378,549 2025/26 388,013 2026/27 397,713 2027/29 407,656 2028/29 417,847 2029/30 428,293 2030/31 439,001 2031/32 449,976 2032/33 461,225 2033/34 472,756 2034/35 484,575 2035/36 496,689 2036/37 509,106 2037/38 521,834 B-1 SOU1402.2 EXHIBIT C TICKET/CONCESSIONS/CLUB SEATS REVENUE PRO FORMA III�� i j I i i i i i i I I Exhibit C i i Ticket/Concessions/Club Seats Revenue Pro Forum Under the terms of Section 4.1(0 of'tlus Agreement, the following are the standards for the net revenues from the Regular Season Games of the Team from Net Ticket Proceeds, Net Concession Sales, and Club Seats in each Operating Year of the agreement paid to the City. Ticket Concession Club Total Actual Cumulative Year Revenue Revenue Seats Revenue Revenue Balance I 2008/09 $263,952 $359,910 $215,000 $838,862 2009/10 270,600 369,028 215,000 854,628 2010/11 277,247 378,145 215,000 870,392 2011/12 276,535 378,710 219,500 874,745 2012/13 279,703 383,455 219,500 882,658 2013/14 270,768 374,197 219,500 864,465 2014/15 277,683 383,453 224,000 885,138 2015/16 284,5W 393,149 224,000 901,748 2016/17 291,691 402,846 224,000 918,537 2017/18 298,962 412,983 228,800 940,745 2018/19 306,409 423,120 228,800 958,329 2019/20 314,034 433,698 228,800 976,532 2020/21 322,013 444,717 233,600 1,000,330 2621/22 329,993 455,736 233,600 1,019,329 2022/23 338,327 467,195 233,600 1,039,122 2023/24 346,661 478,655 238,700 1,064,016 2024/25 355,349 490,555 238,700 1,084,604 2025/26 364,215 502,896 238,700 1,105,811 2026/27 373,436 515,678 243,800 1,132,914 2027/28 382,657 528,459 243,800 1,154,916 2028/29 392,232 541,682 243,800 1,177,714 2029/30 401,984 555,345 248,900 1,206,229 2030/31 412,092 569,008 248,900 1,230,000 2031/32 422,376 583,112 248,900 1,254,388 2032/33 433,015 598,098 254,300 1,285,413 2033/34 443,832 612,643 254,300 1,310,775 2034/35 454,826 628,069 254,300 1,337,195 j 2035/36 466,352 643,936 259,700 1,369,988 2036/37 477,877 659,803 259,700 1,397,380 2037/38 489,935 676,551 259,700 1,426,186 j I i C_1 50831402.2 I EXHIBIT D GENERAL ADMISSION TARGETS i i i i i i Exhibit> Minimum Regular Seat Revenues Under the terms of Section 4.1(c) of this Agreement, the following are the standards for general admission paid attendance and revenue and attendance for Club Seats in each operating year of the Agreement. Average General General General General Admission Admission Club Seat Admission Admission Attendance Revenue Attendance Year Seating Ticket Price Target Target Target j i 2008/09 190,260 $13.50 114,156 $1,541,106 300 2009/10 190,260 13.84 114,156 1,579,919 300 2010111 190,260 14.18 114,156 1,618,732 300 2011/12 190,260 14.54 114,156 1,659,828 300 2012/13 190,260 14.90 114,156 1,700,924 300 2013/14 190,260 15.27 114,156 1,743,162 300 2014/15 190,260 15.66 114,156 1,787,683 300 2015/16 190,260 16.05 114,156 1,832,204 300 2016/17 190,260 16.45 114,156 1,877,866 300 2017/18 190,260 16.86 114,156 1,924,670 300 2018/19 190,260 17.28 114,156 1,972,616 300 2019/20 190,260 17.71 114,156 2,021,703 300 2020/21 190,260 18.16 114,156 2,073,073 300 2021/22 190,260 18.61 114,156 2,124,443 300 2022/23 190,260 19.08 114,156 2,178,096 300 2023/24 190,260 19.55 .114,156 2,231,750 300 2024/25 190,260 20.04 114,156 2,287,686 300 2025/26 190,260 20.54 114,156 2,344,764 300 2026127 190,260 21.06 114,156 2,404,125 300 2027/28 190,260 21.58 114,156 2,463,486 300 2028/29 190,260 22.12 114,156 2,525,131 300 2029/30 190,260 22.67 114,156 2,587,917 300 2030/31 190,260 23.24 114,156 2,652,985 300 2031/32 190,260 23.82 114,156 2,719,196 300 2032/33 190,260 24.42 114,156 2,787,690 300 2033/34 190,260 25.03 114,156 2,857,325 300 2034/35 190,260 25.65 114,156 2,928,101 300 2035/36 190,260 26.30 114,156 3,002,303 300 2036/37 190,260 26.95 114,156 3,076,504 300 2037/38 190,260 27.63 114,156 3,154,130 300 I I i D-1 508314012 EXHIBIT E EVENTS CENTER SUITE SALES PRO FORMA II i I i Exhibit E+ Events Center Suite Sales Fro Forma The standard for the net revenues paid to the City from the sale of Suite Licenses described in Section 6.6 of this Agreement are enumerated below: Suite Actual Net Adjusted Net Adjusted Year Revenue Revenue Difference Revenue Difference 2008/09 $392,000 $ $ $ $ 2009/10 392,000 2010/11 392,000 2011/12 401,800 2012/13 401,800 2013/14 401,800 2014/15 411,845 2015/16 411,845 2016/17 411,845 2017/18 422,141 2018/19 422,141 2019/20 422,141 2020/21 432,695 2021/22 432,695 2022/23 432,695 2023/24 433,512 2024/25 433,512 2025/26 433,512 2026/27 454,600 2027/28 454,600 2028/29 454,600 2029/30 465,965 2030/31 465,965 2031/32 465,965 2032/33 477,614 2033/34 477,614 2034/35 477,614 2035/36 489,554 2036/37 489,554 2037/39 489,554 I E-1 50831402.2 I 1 I I AND BOND REQUIREMENTS EXHIBIT B INSURANCE Q (to the Kent Events Center Operations and Management Agreement) Types and Amounts of Insurance Coverage. The Contractor agrees to obtain Insurance coverage in the types and amounts set forth below. A. TYPES 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal Injury and advertising injury, and liability assumed under an insured contract, The City shall be named as an Insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional Insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability/Errors & Omissions insurance appropriate to the Contractor's profession. 5. Umbrella or Excess Liability covering both the Automobile and Commercial General Liability Policies. B. AMOUNTS 1. Automobile Liability $1 000 000 minimum combined single limit for bodily Injury and property damage of$1,000,000 per accident. 2. Commercial General Liability written with limits no less than $1,000,000 each occurrence. 3. Professional Liability/Errors & Omissions Insurance written with limits no less than $1,000,000 each occurrence. 4. Umbrella or Excess Liability written with limits no less than $10,000,000 per occurrence in excess of the CGL policy cited above. 5. Other Insurance Provisions a. Endorsement. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability Insurance: i. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. I t i li. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mall, return receipt requested, has been given to the City. III. The City of Kent and the Kent Special Events Center Public Facilities District shall be named as additional insureds on all policies (except for Workers Compensation and Professional Liability) as respects work performed by or on behalf of the Contractor and a copy of the endorsement naming the City and the Special Events Center Public Facilities District as additional insureds shall be attached to the Certificate of Insurance. The Contractor's Commercial General Liability Insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the Insurer's liability. b. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII, c, Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. d. Subcontractors. All coverages for subcontractors shall be subject to all of the same Insurance requirements as stated herein for the Contractor provided that the General Liability limit will be $1,000,000 each occurrence and no Professional Liability or Performance Bond insurance will be required. C. TYPES AND AMOUNTS OF BONDS 1. Fidelity Bonds. Those employees of Contractor who have access to or are responsible for the funds generated under this Agreement shall be bonded by a fidelity bond in the amount of $1,000,000. The Contractor shall be responsible for any losses attributable to its' employees that are not covered by insurance and/or fidelity bonds. 2. Performance Bonds. Contractor shall supply to the City, in a form acceptable to the City, a Performance Bond in the amount of Five Hundred Thousand Dollars ($500,000) to protect against loss due to the inability or refusal of Contractor to perform under this Agreement. Contractor shall provide evidence to the City of its having obtained such bond prior to the effective date of the Operations and Management Agreement, and thereafter no later than thirty (30) days prior to the beginning of each new operating year. i CERTIFICATE CIF LIABILITY INSU 0710i12U14 NCE DATEt2014 Y) i THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. if SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSHUSAINC. NAME:_--- I FA 1717 Arch Street tA!O.l+sa€sU' .... tNC,No) _.. Philadelphia,PA 19103 EMAIL Attn:PHILADELPHIA.CERTS@MARSH.COM ADDRESS: INSURERS AFFORDING COVERAGE NAIC# J227354102Stand-i415 INSURER A:Federal Insurance Company 120281 INSURED INSURERS.Great Northem Insurance Compan y 120303 SMG 300 CONSHOHOCKEN STATE ROAD INSURERC Berkshire Hathaway Homestale Insurance Company 2004-0 SUITE 450 AND 700 INSURER D; Redwood Fire B Casualty Co 111673 W.CONSHOHOCKEN,PA 19428 an Lexington Insurance Company 19437 INSURERE: 9 p y INSURER F: COVERAGES CERTIFICATE NUMBER: CLEM3569368-23 REVISION NUMBER:4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS? POLICY EFF POLICY EXI, R TYPE OF INSURANCE INSR UBR POLICYNUMBER IMMIDDNYYYL tMMODNY") LIMITS A GENERAL LIABILITY 79544602 07/01/2014 07101/2015 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERrAyL�LIABIUTV PREMISES LE@_gavn�nce $ 100,000 CLAIMS-MADE a OCCUR MED EXP(Any one person) $ EXCLUDED PERSONAL&ADV INJURY $ 1,000,000 GENERALAGGREGATE $ 1,000000 GENL AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGO If 1,000,000 X I POLICY PRO- LOC $ B AUTOMOBILE LIABILITY 7954-46-01(AOS) 0710112014 07/0112015 COMBINED SINGLE LIMIT 100II'm eacpidenl � _ _ X MY AUTO BODILY INJURY(Per person) $ ALLOWNED - SCHEDULED _ AUTOS AUTOS BODILY INJURY(Per accident) $ HIREDAUTOS NON-0WNED COMPICOLL DED.$1000 PROPERTY DAMAGE $ _.... AUTOS Per accdentl_____ $ E X UMBRELLA LIAR X I OCCUR 023816606 07/01/2014 07101/2015 EACH OCCURRENCE $ 10,000,000 EXCESS LIAR 1-1 CLAIMS-MADE AGGREGATE $ 10000,000 DED I I RETENTION$ $ C WORKERS COMPENSATION ILWO01339{AOS) 07/01/2014 07/01/2015 X TD STATU- DTH- AND EMPLOYERS'LIABILITY D ANY PRDPRIETORIPARTNER/EXECUTIVE YIN 4400064791"141(CA) 07I0112014 07i01(2015 E.L.EACH ACCIDENT $ 1,000,000OFFICEWMEMBER EXCLUDED? NIA (Mamiator,r In NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000 If Yes,describe under 1,000,Q00 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(Aftach ACORD 101,Additional Remarks Schedule,if more space Is required) THE CITY OF KENT AND THE KEN I SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT ARE INCLUDED AS ADDITIONAL INSUREDS AS REQUIRED BY WRITTEN CONTRACT. i CERTIFICATE HOLDER CANCELLATION CITY OF KENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2204TH AVENUE SOUTH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN KENT,WA 98032 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD � -. DATE iMMiOBIYYYYy AC<)I " CERTIFICATE OF LIABILITY INSURANCE wroBx14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES.NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER.THE COVERAGE AFFORDED BYTHE,POLICIES j BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate border is-an ADDITIONAL INSURED,.the policyties)must be.endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: ME; _ — -- 1717 HUS trOat HONE Lthmc R17 Arch Btreat n,E.tl:—. (AID Noti _ I PHILADELPHIA,PA 1 910 3-279 7 EMAIL AM:PHILADELPHIA.CERTS@MARSH.COM AnortEss INSURER(S)AFFORDING COVERAGE NAIC,u J22735-PROF-PROF.14-15 . INSURER A,National Union Fire Insurance Co.of PIB55yr9h,Pa 19445 INSURED SMGHOLDINGS,INC. INSURER B: 300 CONSHOHOCKEN STATE ROADINSURER c: SUITE 450 AND 700 INSURER D: W.CQNSHOHCCKEN,PA 19428 INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: CLE0034054M31 REVISION NUMBER:5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW.HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CQNTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, .EXCLUSIONS AND CONDITIONS OF SUCH.POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ NBR . TYPE OF INSURANCE ARRI.S R pOUGY NUMBER MWOUDo CIEFF. Maloof E%P LIMITS LTR GENERAL LIABILITY EACH OCCURRENCE If G REN ED _ COMMERCIAL GENERAL LIABILITY REMISES iEu ash a cel $ -.. -_ CLAIMS-MADE ❑OCCUR MEO E%P(AnY wa petsixl) $ PERSONAL&ADO INJURY I GENERALAGGREGA7E GEMLAGGRTELIMRAPPLIES PER. PRODUCTS.-COMPIOPAGG $ EGA POLICY PRO- LOC $ TITCOMBINED SINGLE LIMIT AUTOMOBILE LIABILITY BODILY JNJURY(Per person) $ -ANY AUTO - -- ALL OWNED SCHEDULED BODILY INJURY(Parao idero S. AUTOS NON OWNED PROPERTY DAMAGE S HIREPAUTOS AUTOS Rerattideni S UMBRELLA LIAR OCCUR EACH OCCURRENCE:____,.-. EXCESS UAB CLAIMS-MADE AGGREGATE __ S GEN RETENTION£ $ Wrt:S ,TATU- OTH- WORKER$COMPENSATION _ER. _. AND EMPLOYERS•LIABILITY ANY PROPRIETORWARTNERtEXECUTIVE YIN EL EACH ACCIDENT - _$ OFFIOERNEMBER EXCLUDED? NIA (Mandatory in NH) FL.DISEASE-EA EMPLOYES UVyyes tlescribe under EL.DISEASE:-POLICY LIMIT $ DESCRIPTION OF OPERATIONS-belnN A 01-30abi s9 07101/2014 0710112015 LIMIT' 2,000,000 PROFESSIONAL LIABILITY DEDUCTIBLE 150,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 10i,Additional Romarks Schedule,If more space is required) i ( I CERTIFICATE HOLDER CANCELLATION. SMG SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 300 CONSHOHOCKEN STATE RD,STE 450 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN W CONSHOHOCKEN,PA 1942"B01 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inu, Manashi Mukherjee Jkvruo i+ .v'SA-'..�tt^i'•TI"., O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 26(2010106) The ACORD name and logo are registered marks of ACORD OHUE3E3 Liability Insurance Endorsement Policy Period JULY 1,2014 TO JULY 1,2015 Effective gate JULY 1,2014 Policy Number 7954-46-02 insured SMG (SEE NAMED INSURED ENDORSEMENT) Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST'21,2014 This Endorsement applies to the following forms: GENERAL LLAXILITY LIQUOR LlABRXlY Under Who is An Insured,the following provision is added, Who Is An Insured A olditfortal Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy, However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that(lid not occur,in whole or in pat,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured wider this provision: • that is more specifically identified wider any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto), with respect to any assumption of liability(of anotherperson or organization)by them in a contract Or agreement.This limitation does not apply to the liability for damages,loss:cost or expense for injury or damage,to which this insurance applies,that the,person or organization would have in the absence of such contract or agreement. Liability Insurance Adelfflonalfrisured-Scheduled Person Or Organization confinued Form 60-02-2367(Rev.5-07) Endorsement pagg! I III Liability Endorsement (continued) Tinder Condilions,:the following provision is added to the condition Titled Otber insurance.Conditions j i Other Insurance— If you are obligated,pursuant,to a contractor agreement,to provide the person or organization j Primary, Noncontributory sboWn'in the Schedule with primary insurance Stich as is afforded by this policy,then in such cu. Insurance—Scheduled this insurance is primary and we will not seek cotudbudhnfrom insurance ar e'rtableto such peiron Person Or Organization orozganiaation. Schedule TBF CXrY OF KENT AND THE XE.NT SPECIAL EVENTS CENTER"TIC FAC)LITfES DISTRICT. SUCH INSURANCE AS IS AFFORDED BY THE POLICY IS PRIMARY AND ANY OTHER INSURANCE SMALL BE EXCESS AND NOT CONTRIBUTE TO THE INSURANCE AFFORDED BY TILLS ENDORSEMENT. All other terms and conditions remain unchanged. AvUtorized Roprosentative � Lill i III Liability lnsuranda Addiiionat Insured-Scheduled Parson Or Organization last page Form 60-02-2367(Rev.5-07) E.gdersament page 2 RFQUES Y FOR PROPOSAL, DATED D Nt7@dD-WER 30, 2007 (to the Kent Events Center Operations and Management Agreement) I I i I I i s.. i i i Ass �r A TWA z�1iVW r,* Y i - $ F x��x ';� ,.y Y � 4stt t � ',�t n�.�} + •LtYf x� � ���"`*r i z � k� l'ta ''� l 4 t{�kA��+sA„ � � ` "�.� .~• .� x.nG =:'!' 'z�#rg `�"' r 3�c s �y ,,. r � '� y -,{'' �"x €< xrv[i'. �`' a 7 rz 1g; n {{ °lA"' .;f•�.'zy ,.<v Mx q $ % �•..1 �': �tfl""* - rixa �'f' Tom' w� i -�`.+�" ( #'� `§2,� � t��y �x}4�`tc 3 u�^ `�. �� - v ( xx� tw { '' +�.. x t'^•r r-� 1�y��.a ���ibrLjt j. ftixsA3 fi,t rC { �� t"'.Azw�v� �S.e .,+-' � rl✓ � ����� '$ xr irr z a rt!"r'iY 6}�v»�:�'tiF 't� i +'� i{'�y^�} � �n I "rF rW rF^'&F��y,y,,,,rrrc y �,y*_�•• 9 F�.,.� #'SA '*. 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'1rT�,,+a - t t y ^ �'` ,^. • �. "�. � "�'4 �#4. eh� ti�S'S,y.,,3t ` 4 �r {t, £�`x �,`�'�"�,Rk stA t`x t # § s I'Jar,p, Y �r k,£ £ h S b" { *J � f.. '.. �•-`'�,�,m�k#*kt #}"'£...,:{ � r£"'kn "ryrt.., ; oa u y P .7 rr ;F**�'4 ,� a ' t , 4z fi ,�I. `' ,r ;�`a & o-. .�'a'_ m +.� #r",':_4...£n� a .,. .�*. :^x r.,..,b�... ,......• :,,.,.5`M; ray, &'I$< i,".'".' -. _;.'::.�, t#kct �?a./.k ...�.. .. d�, ,,... ,.? ,w,as. .';.. rk� November 30, 2007 Ben Wolters _ Economic Development Director W01-1d vide Entertainment and 1.,ugventian Venue Management 220 4th Avenue.S. Kent, WA 98032 Dear Mr. Wolters: SMG is pleased to present its Management Summary containing our philosophy, experience and vision for the sales, marketing, and operational management services for the Kent Events Center. We are excited about the plans for the Center and its potential impact on the City of Kent and the surrounding community. We are fully committed to the task at hand: to maximize the use of the arena;to optimize events and activities of a diverse nature that serve the community;to realize the Center's full potential; to position ourselves as a true "partner" with the City and the arena's major tenant,The Seattle Thunderbirds; and to seamlessly integrate our management style and philosophy to position the new Kent Events Center as a "showplace" for the region. SMG views its relationship with the City of Kent not as a traditional "service provider," but as a partner committed to common goals. You Are Buying a Franchise ® SMG will bring to the Kent Events Center the full range of its proven and tested systems and management tools, which have been continuously refined and developed since our inception in 1977. For thirty years, SMG has defined the business of providing professional management to public assembly facilities with a commitment to appearance, proper maintenance and the highest levels of customer service. Regional Synergy/Venue Leverage: Cooperation, Not C"oyripetition ® The Kent Events Center positions itself perfectly with the other regional venues we manage on behalf of our clients. While we manage many buildings on the west coast, we are not conflicted by any other arena in the greater-Seattle region. In fact, we are uniquely positioned to maximize the potential of the Center- we will make the Kent Events Center our sole focus. On a regional level, our network of arenas will provide operational resources, event booking, and marketing and promotion support to the Kent Events Center. Pre-opening Expertise SMG's staff has more than 200 years of senior management experience in developing new arenas. 11 Since 1992, 29 new arenas have been developed - or are currently in development - by SMG. Our pre-opening specialists will work together with the City to create the finest and most functional facility at the fairest cost. i Financial Success A key component of SMG's industry leadership and success is the continued ability to meet and exceed financial budget projections for our venues. Working directly with the City,SMG will ensure financial accountability, timely and professional reporting and secure financial systems. I I 0 zooz Request for Proposal - Building Operator for the Kent Events Center — 'i x ' u I LIM Event Booking Q SMG is the only professional management company with a separate regional and corporate Sports and Entertainment Division, designed to solicit and book events for our client's venues. Our record of success with programming and events is due to the relationships, brand and leverage we have in the entertainment industry - unmatched by any other firm. The Kent Events Center will be our cornerstone in the region and will benefit from the competitive advantages SMG provides. We have met with and spoken to the region's top event promoters and producers regarding the Kent Events Center and we are ready to hit the ground running. - Customer Service SMG's proprietary K'nekt Customer Service and Mystery TM Shopping programs are unparalleled in maximizing the quality of customer service. Our commitment to training i kt assures that customer service remains the highest `r>z� Aseo° Approach priority. to Customer Service. SMG has proven its ability to work seamlessly with =¢ � the cities we work with and to function as part of the community. We invite you to check our references in this area. Our partnership philosophy prides itself on the direct, proactive and effective communication skills ' necessary to be successful. I Destination Marketing and Saies Support � SMG will support and enhance the efforts of the City, the Kent Chamber of Commerce and Seattle Southside to attract and market meetings, conferences, trade shows, sport tournaments, and special events/festivals for the venue and the community. We have already met with officials frorn the Chamber, Seattle Southside and Kent Station and we are anxious to partner with them for the betterment of the community. SMG has a track record of success in attracting world-class events, partnering with other clients in similar markets/venues - NCAA athletic tournaments, youth soccer tournaments, world-class skating championships, USTA Davis Cup Tennis, to name a few. Through SMG's Convention and Exhibition Marketing Division, we will provide Kent's destination marketing agencies with access to resources and opportunities unmatched by any other firm. This includes lead generation, telemarketing and sales programs, promotional exposure opportunities and existing client relationships. Other Services Gan Greatly Benefit the Kent Events Center • Our advertising, sponsorship and naming rights w . sales experience is available to the City at no g � A additional fee to help maximize revenues. When s` partnering with SMG, there are no hidden expenses The j 6 Soles Network or ala carte items to buy. The depth and breadth of . our resources are there for the City and the Center to utilize to fulfill all the goals and objectives to ensure a profitable, vibrant building.You'll find that in no other management company...at any price. • While we understand the process for selection of a food and beverage service provider will be handled separately, the City will benefit from the expertise and resources of SMG's Savor_Catering by SMG. Savor provides concession and catering services for more than 60 venues worldwide with r e p,,,,,�_,r f,r Prnnncal - Rijilrlinn Onprator for the Kent Events Center — 2 F- Es-5 a focus on enhancing the patron experience while producing the highest profit levels. Whether the City decides to operate in-house or through a third-party operation,SMG will provide the City expert counsel, guidance and advice. SNAG i5 Green Historically, SMG has taken the lead in developing environmentally friendly and sustainable building operational procedures. We believe that it is an absolutely necessity that we continue to build on that success and create an industry standard best practices in this area. The benefits are obvious; improved environment for guests and employees to work in, reduced operating costs, improved marketability and, of course, reduced negative impact on our community's ecology. To assist us in the development of these best practices, SMG has retained the services of a nationally renowned consultant, Earth Pledge. — ® Our proposal includes examples of what SMG- As the first "green" convention center managed buildings are doing to improve upon and world's largest "green" building, environmental issues. From the SMG-managed the SMG-managed David L. Lawrence David L. Lawrence Convention Center in Convention Center capitalized on its Pittsburgh which is certified with a Gold LEER environmentally smart structure by rating by the U.S. Green Building round@, utilizing natural daylight and natural to the initiatives of Boardwalk Hall in Atlantic ventilation to light and heat the building, City, NJ, the Moscone Convention Center in San and incorporating a water reclamation Francisco, CA, and the Jacksonville Municipal system which reduces potable water- use Stadium in Jacksonville, FL; we are committed to improving the environment. Marketing and Branding SMG is proficient in marketing its new arenas to two target audiences: the entertainmentlevent industry and the ticket buyers. SMG will bring proven plans to launch the Kent Events Center, brand it, and introduce it in a grand way to both the community and the industry to drive attendance and increase its profile. SMG's know-how and network will be put to work for the City of. Kent. The SMG Co-rnmitment to Kent SMG will provide full support from SMG's regional and Philadelphia-based corporate team of professionals. SMG will assure the City that there will be no hidden fees from associated services. SMG will deliver quality events to the Kent Events Center and the community. The Kent Events Center will remain an important part of the SMG family of facilities. Conclusion It would be an honor and privilege to manage the Kent Events Center. We are very excited bout this opportunity and believe we have all the right tools to put to work for you. We invite careful review of our response. Thank you for your consideration. it Sincerely I Wes Westley President &CEO .UD 2007 Request for Proposal - Building Operator for the Kent Events Center — 3 i AdUti a l Information Martin Thorson MP, Food and Beverage 215-592-6616 ° mthorson@smgworld.com SMG 701 Market Street Bob McClintock 4th Floor SVP, Convention Centers Philadelphia, PA 19106 215-592-6670 215-592-4100 bobmcclintock@smgworld.com 215-592-6699 (f) bcavalieri@smgworld.com Gregg Caren SVP, Business Development 2' 215-592-6644 Wes Westley gcaren@smgworld.com President& Chief Executive Officer 215-592-6604 Hank Abate wwestley@smgworld.com SVP, Arenas 215-592-6605 John F. Burns habate@smgworld.com SVP & Chief Financial Officer 215-592-6681 All senior staff can be contacted at the following address: jburns@smgworld.com 701 Markt Street e 4th Floor ® Philadelphia, PA 19106 Maureen Ginty 3> SVP, Human Resources & Bid Services SMG is a general partnership and has been in business 215-592-6665 since 1977. mginty@smgworld.com Mike Evans SMG`s federal tax ID number is 2 3-2511 871 SVP, Sports and Entertainment SMG's Washington Uniform Business Identification (UBI) 215-592-6640 number is 602382605 mevans@smgworld.com Bob Cavalieri MG's corporate offices are located at 701 Market Street, SVP., Sales and Development 4th Floor, Philadelphia, PA 19106 215-592-6628 We are the current managers of the Lynnwood bcavalieri@smgworld.com Convention Center located at 3711 196th Street SW, Lynnwood, WA 98036 EXHISI A Q_:E€`i ZFZCkl.1'ZOP�S ¢t{�$b ASSURANCES I/we make the following certifications and assurances as a required element of the proposal to,which it is attached, understanding that the truthfulness of the facts affirmed here and the continuing compliance with these requirements are conditions precedent to the award or continuation of the related contract(s): 1. IJwe declare that all answers and statements made in the proposal are true and correct. I 2. The prices and/or cost data have been determined independently, without consultation, communication, or agreement with others for the purpose of restricting competition. However, I/we may freely join with other persons or organizations for the purpose of presenting a single proposal. 3. The attached proposal is a firm offer for a period of 90 days following receipt, and it may be accepted by the City without further negotiation (except where obviously required by lack of certainty in key terms) at any time within the 90-day period. 4. In preparing this proposal, I/we have not been assisted by any current or former employee of the City whose duties relate (or did relate) to this proposal or prospective contract, and who was assisting in other than his or her official, public capacity. (Any exceptions to these assurances are described in full detail on a separate page and attached to this document.) 5. I/we understand that the City will not reimburse me/us for any costs incurred in the preparation of this proposal. All proposals become the property of the City, and I/we claim no proprietary right to the ideas, writings, items, or samples, unless so stated in this proposal. 6. Unless otherwise required by law, the prices and/or cost data which have been submitted have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by him/her prior to opening, directly or Indirectly to any other Proposer or to any competitor. 7. I/we agree that submission of the attached proposal constitutes acceptance of the solicitation contents and the attached sample contract and general terms and conditions. If there are any exceptions to these terms, I/we have described those exceptions in detail on a page attached to this document. 8. No attempt has been made or will be made by the Proposer to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition. Signature of Proposer Senior Vice President&Chief Financial officer 11/30/2007 Title Date o—;M-6->�ff,2007 bequest for Proposal - Building Operator for the Kent Events Center — 5 i i I ItENT EVENTS CENTER REQUEST FOR PROPOSAL(ss s>) FOR NEW FACILITY MANAGEMENT SERVICES EaeeptionslCommenfs to Ndana�ement Services Agreement The following sections of the Kent Events Center Sales,Marketing, and Operational Management Services Agreement("Agreement")provided in connection with the RFP are identified for further discussion. (all Section references refer to Sections in the Agreement): 1. Under Section XII(B),Termination For Convenience it states that the City shall have the option to terminate the Agreement without cause upon 10 days notice. This kind of clause reduces the Agreement to a rolling 10 day contract and SMG suggests that this is inconsistent with the long tern commitments of the management personnel at the Facility and the long term nature of the event booking cycle. The term of the Agreement is already relatively short at lust under 2'/z years. SMG suggests that the Agreement be terminable only upon cause,where cause is an uncured breach of the Agreement after written notice and adequate time to cure with continued diligence toward such cure. SMG suggests the third paragraph under Section V be deleted since it is generally more appropriate for short term subcontractor agreement and inconsistent with the longer term nature of management agreements and the services provided thereunder. 2. Regarding Section XI(M),Indemnification, SMG would provide indemnification for all claims, damages,losses and expenses(including reasonable attorneys'fees and costs)arising from any material default or breach by SMG of its obligations in the Agreement which breach or default is unrelated to a breach or default by the City. Additionally, the City would indemnify SMG(i) for any material default or breach on its part under the Agreement and(ii)in connection with the buildings non-compliance with certain federal laws such as the Americans with Disabilities Act and the Comprehensive Environmental Response, Compensation and Liability Act,and other conditions/events outside the control or sphere of SMG(such as structural defects relating to the facility). If desired, over and above insurance,the parties can mutually indemnify each other for gross negligencelnegligeuce or some other description of misconduct where the standard is that of an Facility owner and an Facility manager. 3. Regarding Section Xl(N),Independent Contractor Relationship with the type of control that owners such as owners like the City generally have and desire, it may be very difficult for the parties to create an independent contractor relationship that will be recognized legally. It is SMG's suggestion,that the parties are better off recognizing the agency relationship and addressing it in the Agreement. Nevertheless, in the event that SMG will be characterized as an independent contractor and not have the authority to bind the City contractually, all contracts entered into by SMG in confomnty with the restrictions and limitations in the Agreement should be assigned by SMG and assumed in whole by the City(or a successor management firm,if applicable)as of the last day of the term of the Agreement,with SMG having no further obligation or liability with respect to such contract thereafter other than accounting for and paying over to its assignee or successor any monies received pursuant to such contract. The parties should fiuther document in writing such assignment and assumption as of such date, if requested by either party. The City should hold SMG barmless for the City's performance under such contract after the assumption by it of such contract. The City would have the opportunity to review and approve all contracts that would extend over the term of the Agreement. Of course,this provision is required because after termination or expiration,SMG can no longer perform under such contracts. Doc.#388839 R#715299 v.2 �nr tha 1<�Pntl Fvprits Center — t$ . A4 . i�-�.��',-.'�£_• '�;t ,—t'L� ��� .� sue'+. �,.�;��v�-�`� f `a A. New Section re:Force Majeure. SMG typically includes a Force Majeure clause that would focus on situations outside of a"party's control." For instance,the term"Force Majeure"as used in the Agreement might be defined as the following:an act of God, strike,war,public rioting,terrorist acts, lightning,fire,storm,flood,explosions,inability to obtain materials, supplies,epidemics,landslides, lightening storms,earthquakes,floods, storms,washouts, civil disturbances,explosions,and any other cause of the kinds enumerated above which is not reasonably within the control of the party whose performance is to be excused and which by the exercise of due diligence could not be reasonably prevented or overcome (it being acknowledged that under no circumstances shall a failure to pay amounts due and payable hereunder be excusable due to a Force Majeure). i 5. New Section or Provision re:Proprietary ghtslConfidential Information SMG would like to note that it has certain proprietary software and trade secrets that,with the permission of the City,it would utilize in connection with its performance under the Agreement and that SMG would retain all rights to such software and any other like proprietary asset developed prior to,or independent of,it performance under the Agreement.The confidentiality provisions of Section XI(G)should, subject to FOIA and other applicable disclosure laws,be mutual. 6. New Section or Provision re:Funding Obligations, SMG would like to include the following provision: "Notwithstanding any provision herein to the contrary and except for SMG's express agreement to make payments hereunder,including its indemnification undertakings,SMG shall have no obligation to fund any cost,expense or liability with respect to the operation,management or promotion of the Facility." 7. New Section or Provision re:Non-Solicitation/Hiring of SMG Employees, Since one of SMG's greatest assets is its employees,SMG would like to include the following provision: "During the period commencing on the date hereof and ending one(1)year after the termination of this Agreement,except with SMG's prior written consent,the City will not, for any reason, solicit for employment,or hire,any of the senior management personnel employed by SMG at the Facility, including,without limitation,the general manager,director-level employees and department heads. In addition to any other remedies which SMG may have,specific performance in the form of injunctive relief shall be available for the enforcement of this provision." 8. Regarding Section XI(D),Contract Assignment,SMG would like to be able to assign SMG's rights to receive its fees under the Agreement to its lenders) as collateral security for SMG's obligations under any credit facilities provided to it by such lender(s),provided that such collateral assignment shall not in any event cover SMG's rights to manage,promote or operate the Facility. Additionally,SMG generally reserves the right to assign it rights to an affiliate of SMG in connection with a restructuring of its business. Doc.#388839 B#715298 v2 02007 Request for Proposal - Building Operator for the Kent Events Center — 7 vex zl- � T# :.± +� � f a?. n A � ,•�� Y�a'rrnv m'#`t� ra '4 d r 2p1`•'x'sx,t� ys-`"r td�aux�'* s_�a{��`x:'.#S i €" s +� x 5�����a, �#ra.+�` '�� �, ,ark', �'��`a .s•'r� '� ar.`"�i...",� 3 {,r r� `� r r,�'�a`:k: a,`w x u" {d s�€'�'� �d.�+�}.�.v'; � '' > .�� �" k 3 '�"" YY+^^rr.��.+- i♦)+;x,s'����Es 4 1 y yuS z ay. z r- §#�"p k �^x..r•r�+fi'}io-�.�F t� k'��a'F,s�.`" §t r'y`m, .N,.1��'# 'a �a � a� {'x s F t a}w r`� c S' r�Ft�{,e " Y '4�tF yi'f 3� '� Y t i�s�F�y' `��'.•�y,�'�€ �Y��n iu N€'°s"'k '� �r 1z�' ,e.' $}f, E -4 r i y� �a *"'rt }�i* r=,. 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We have the personnel, expertise, resources and financial stability to help the Kent Events Center realize its full potential j as a viable asset to the community. We offer on the following pages our pre-opening, marketing and management approach. You will see through narrative along with strong graphic representation, that SMG's experience is unmatched and unchallenged within the industry. In offering our approach to this element of the RFP, it is understood that we have thoroughly reviewed the RFP and fully understand the proposed scope of work as well as the requirements and restrictions established in the License Agreement. We are prepared to go forward in the best interest of the Kent Events Center; its tenant, The Seattle Thunderbirds; and the City of Kent. I I J f �ti t K x� � "' t t #5�'t�kr�`^R s�s'T`x{r x$tom• ty per , 1£.a�xa0.wX9' �^�ry i'4 i Request for Proposal - Building Operator- for the Kent Events Center — 8 a! IM = sJ p K, yi T}hc t j tom` y i ` .e�001 U r R 'SxrCry i� w t y� { p� r t�}zE'N�m� ttCC�t {�t yy �`31i Y Mw oil t tic` ti v MAI —M. 3 sk. (- k t��� -4�� ��a�ay :� .�,J'a�r�'��x�,� �=..•xt�wi'�x�'.y t ��. Cn �>s , � x7 th ity r k" t �. �` it Nk 'a„t,,.Fy. c a `a �'u7a t 3" m,,.,i= •;x a r ,'.�'�t'� *� 4'r tt `��# v� { .�,o HIM SN��. k „ �,., -m- t� }..� as 4 1at•"k' .y x, r .xsY R S- w i'"5 t ti, i tl t 4'r� y�xg„ {�E,� � L "t,:� a �'� F *"; -i '�, � n� } � �L%" ,fit-•rF. k F y;� '. it { sn { r t� � t.. `r eV � �.+ n��! rt i 4� i a E tv Ar �C 5'S' '� •x 'et ° E £,. �, �„ a40". May A MET ME ay -ir 11 � '� ^` '• `�" F � • � }�` `,� k n� �.A^t,G fa v�`7ik �"g�.� � %9 , a 4c fI HC1 � sting k"''.� *n i.TS1 CA LF r� . I ," �� [r".Iowa t�'Y7r �Ir ��y t,�-j f �i�t� s� 'tk�•. , 5, �* %l r vx E�"_''•�rP}r""i2�u r I fm t RAJ � s e F� w r• ,?'y �h .X '��g.^"E�3 �! �`tt* I �-d�n x � xs� t x� Js�� m1 �a � t r � C.'1 k rF..Sv :.4$b-,. ;>i= ., *'x" fic. `�.'sa'.�.,n a+ g. 3'.-�.~t.?, a•'i,.,t.Fr„ j.•' tee } ..., �A k-ca .,Openyllilq Consulting, Marketing and Booking Services SI - A Pre-Openingt evelopment Specialist MIG SMG's experience with expansions and new construction is unsurpassed in the facilities industry. We are the only company with a dedicated corporate support staff of planning and pre-opening specialists with substantial experience. SMG has been involved in the construction and expansion of projects encompassing more than 6,254,000 square feet of space. In these projects, SMG was fortunate to be involved early in the process, assisting in all of the planning and opening phases. In the past 15 years, SMG has been involved in the construction or expansion of 29 arenas, including the following: j n John Paul Jones Arena (Charlottesville, Virginia) - Save Mart Center(Fresno, CA) Bank of Kentucky Center (Highland Heights, KY) a BOK Center (Tulsa, OK) ® University Center Arena (Ft. Lauderdale, FL) - American Bank Center (Corpus Christi, TX) i Design, Planning and Programming Serviceso Func- ional Design Review SMG works directly with the City and its project architects, consultants, contractors, and other vendors to achieve an aesthetically pleasing and operationally efficient facility. We identify concerns and issues regarding the facility's program regarding its design and construction. During this critical development phase, we can ensure that the City maximizes its response to facility users and general needs from a functional/operational standpoint. Specifically, SMG performs the following tasks, as appropriate, given the timing/status of any 1 project. Prior to construction, we: s Provide a Design Review Conduct a Space Planning Review Systems, Materials andSpare Review Once construction has commenced, SMG conducts and implements a review for: Utilities o Signage Telecommunications - Kitchen and Concessions o Keying Systems - HVAC Interior Finish - Advertising and Signage Design - Security System/CCTV A. Dcasigl-1 Developrflerit Phase Design Development Flan Review/C:onalrrnation � SMG reviews the design development drawings with the design 'tean to confirm that all issues raised during the schematic design phase have been resolved or incorporated in the drawings. Additionally we identify all potential revenue producing design considerations and all potential design considerations that will provide long-term operational expense efficiencies. Space Mocat ion Review SMG conducts a space planning review of the plans for operational areas. Emphasis is given to: square foot subdivision; access/egress paths for front and back of structure for patrons, employees, equipment and vehicles; storage availability; ceiling heights; etc. Gross area allocations for all building areas will be reviewed including but not limited to administration, box office, receiving, maintenance, security, press and other departments. 02007 Request for Proposal - Building Operator for the Kent Events Center 4 F— r 16 �''. � 3 'echnical Sys ern Design Participation R SMG participates in the design of the technical systems including sound systems, scoreboards, telecommunications, security systems, etc. Value Engineering Participation SMG participates in value engineering sessions and will advise and provide comments on value engineering suggestions. B. Construction Document Phase/Construction Construction Document Plan Review/Confirmation SMG works with the design team to review the construction documents to confirm that all issues have been resolved and that the final design meets the program requirements and represents an operationally sound facility. Construction Document Technical Specification Review SMG reviews all construction documentation to confirm that all systems, equipment, fixtures, etc. are suitable for the long-term operation of the venue. Value Engineering Participation SMG continues to participate in value engineering sessions to ensure that value engineering suggestions do not compromise the facility. Technical System Bid Analysis/Value Engineering SMG participates in the analysis of technical building systems bids and will provide comments on vendors, equipment, and value engineering (deductive alternate) suggestions proposed. Shop Drawing/Subrnittal Review SMG reviews shop drawings and submittals where appropriate to identify operational concerns and conflicts. Technical System Installation, Coordination and Testing SMG assists in coordinating the installation and testing of technical building systems and has representatives present in order to better understand the systems being installed. Technical System Acceptance and Training A SMG assists in the acceptance of technical building systems and has representatives present for i training. On-Site Walk Through/Usability Reviews r Once.the facility is substantially complete, SMG performs numerous walk-throughs and inspects the 1 facility for deficiencies in construction and design, as well as any damage that may have occurred to be incorporated in the punch list. SMG works to monitor completion of these items and to ensure 1 that the new facility will be accepted in top condition. AAA Compliance Review r e SMG assists in reviewing the facility's conformance with the ADA guidelines and assists in developing a plan to remedy deficiencies, if any. i l (SMG-)02007 Request for Proposal - Building Operator for the Kent Events Center — 19 ...� k ,. � 14�3p( "' u-�.x� F"t`�1.s t � �`" to �•., '��"`� '� i t N ll Keying flan Development and Finalization SMG reviews the hardware schedules and assists in the development of a keying plan for the contractor to follow, emphasizing developing long-term focus of promoting building security/safety needs. Interior Finish Review SMG reviews the interior finish schedule and provides suggestions. Emphasis is placed on ensuring long-term care and upkeep in a cost-conscious manner by recommending the purchase of maintenance equipment and initial procurement of durable, easily maintainable materials. Graphics/Signage Review SMG reviews the graphics and signage package to ensure it meets the needs of the anticipated event schedule and related vehicle/patron traffic patterns. SMG also assists the graphic designers in the selection of interior graphics, communication needs and locational plans. Seating Manifests ® SMG works with ticketing company and seating vendor to develop and finalize the seating manifest for all event configurations. Furnflure, FiXtures f.Irp I rIt Services SMG is the only facility management company to.have a separate division devoted to the procurement of non-food, non-affixed (loose)furniture,fixtures and equipment(FF&E) for its facilities. SMG's FF&E division has been responsible for budgets totaling more than $50 million. Specifically, SMG performs the following FF&E tasks as appropriate, given the timing/status of the project: A. Programming Phase: Develop a Preliminary Inventory SMG reviews and evaluates the proposed arena inventory, develops a comprehensive itemized inventory of non-food FF&E and includes those operating items necessary to conduct ongoing j operations. Develop a Preliminary Budget SMG develops a budget for each inventoried item. This budget is based on local cost information and SIViG's knowledge of the industry. Present Budget and Inventory SMG submits the FF&E inventory and budget to the client and revises and finalizes the document based on the client's comments, if any. Develop F'F'&E Timeline u SMG develops a specific FF&E work schedule based on the client's needs and the unique process I (i.e., bidding procedures) associated with the project. B. SpecifiUition Phase. Prepare Sul:)rnittals for Approval A SMG prepares submittals for each FF&E item including aphysical/technical description and a cut- sheet of the product(s) proposed. i S�l@G o 2007 Request for Proposal - Building Operator for the Kent Events Center — 7 .. ZMzi � �1 _ =. t Develop Specifications based on Approved Submittals SMG prepares technical specifications for all FF&E based upon the client's approval of the submittals. Prepare Bidder's Lists 0 SMG assists the client in the development of lists of qualified/responsible bidders for each FF&E , item. Develop Bidding Documents Assist the client in the development of bidding documents to satisfy all public/private bidding requirements. Develop the Bidding Process ® SMG assists the client in developing a process that satisfies the public/private bidding requirements, and conforms to the project's needs and schedule. Develop a WBE/MBE and Diversity Program SMG works with the client to maximize minority and diversity participation. C. Procurernent Phase: Advertise Bid Packages ® SMG will, if required, advertise the bid packages in a phased approach. Receive and Analyze Bid Packages/Recommend Successful Bidders 4 SMG receives and analyzes all bids submitted and provides the client with an analysis of the bids and a recommendation for award based on the process agreed to (i.e., lowest conforming bid, etc.). Issue Purchase Orders/Finalize Agreements a SMG will, if required, issue purchase orders to the successful bidders and will coordinate the signing and acceptance of all related documentation and forms. 1 D. Delivery/Installation Coordinatioh ads Stapervision Develop Tentative Delivery Schedule a SMG coordinates the vendor's lead times with the construction (and event) schedule to prepare a tentative delivery, storage and installation schedule. Develop a Deceiving, Installation and Storage Plan o SMG prepares a plan to receive and install/store all FF&E based on the availability of loading docks, labor, spaces, etc. This plan is reviewed periodically with the General Contractor to respond to any on-site issues. Finalize Delivery Dates 0 SMG coordinates all firm delivery dates in writ;ng with the vendors. If necessary, SMG contracts on behalf of the client, the on-site labor and supervisors required to receive, uncrate, inspect, handle, inventory, store and install the FF&E. i Schedule Training for on-site Operations SMG coordinates and schedules training with the on-site staff for all FF&E requiring training. J C-W__t>>uzooz Request for Proposal - Building Operator for the Kent Events Center - 13 kd 1 r K fill r is - ug-, d�,w"�z C ,� '. sx,�' MEAN s Payment Administration SMG administers the payment of vendors using an agreed to system (i.e., check requests to the City) based on the satisfactory delivery/installation of procured FF&E. Oversee the Replacement or Repair of Damaged Items SIVIG develops a process to document damaged items will administers the process to ensure that any damaged goods or missing parts are replaced or repaired. Review Warranties and Service Agreements SMG reviews warranties and service agreements with the on-site staff assuring all documentation is in order. i 1 ) 1 ) J 1 <��zom Request for Proposal - Building Operator for the Kent Events Center — .,x4.�. M.cu'u%sk I i°1ark-e ing/SaIes Our local staff, together with our regional and corporate support, is responsible for developing and carrying out the facility's marketing plan including booking, advertising, media relations, community and customer relations, promotions and event sponsorships. Led by our local manager and SMG's Sports and Entertainment Division,the marketing staff will establish working relationships with tenants, promoters, agents, event planners, and local, civic and charitable organizations through a variety of means. They also will devise and implement strategies for group sales and advertising, always with an eye toward increasing facility revenue and attendance. Ticket Saes We Know Now to Sell Tickets and Drive Attendance SMG appreciates the importance of the Kent Events Center.Therefore, the successful marketing and advertising campaign of this facility must include a multifaceted plan. SMG will work with the facility and local and national event planners and promoters to develop a variety of concepts. SMG's marketing plan for any type of event whether it may be a concert, a sporting event, public show, or a circus is designed to accomplish one major goal -to increase attendance or ticket sales for each and every event that takes place in your venue. Below are some of the ways in which we accomplish this major goal. ® Feature upcoming events on the facility's website with a direct link to purchase tickets ® Include future event announcements in ticket/payroll envelopes ® Create event ad packages to be run continuously until the event takes place ® Promote pre-sale of tickets to the community, season ticket holders, etc. Distribute flyers/posters through facility sponsors ® Place event announcements in kiosks throughout the city Include event announcements and editorial coverage in the programs and flyers Promote an event through tenant team community relations or "fan zones" which generally have direct links to schools and youth sporting organization throughout the state Coordinate promotions with local restaurants in the facility's district to create special themes or functions for the night of the event a Display event and ticket information on billboards at busy intersections or in businesses throughout } the city i Complete ad package including commercial,spots, concert clips, and announcements Use all arena ushers, ticket takers, concession stand workers, and supervisors to promote concerts with promotional pins, flyers and poster pass-outs " Include event activity in all phone hold music Provide e-mail and text marketing opportunities 1 i i I �" PpmtPst fnr Prnno.sal- Buildina Ooerator for the Kent Events Center — 15 3 SMG was the first in the industry to be nationally recognized for its innovative approach to event booking.The large number of venues under f SMG's management ensures involvement in the booking process longs x before these opportunities are available to non-affiliated buildings. t r s r Because events are the lifeblood of a facility, SMG seeks to maximize the me x- number of events brought to our facilities. SMG is uniquely positioned to ; be an effective advocate for your facility and purchase $20M annually for talent promoted by SMG at SMG arenas. r s SMG's comprehensive booking process and entertainment industry j influence will be brought to bear for your facility operation. Our ability to secure new and distinctive events through our combination of resources c' F # and partnerships will be a key element for the future success of the Kent e Events Center. � -* � ��tt ~ � ' *� One-third of the 10,000 annual events at our facilities were the direct " result of influence by either our corporate office or the power vested in our general managers by the SMG network. Event Development, Entertainment Industry a Contacts as a SMG develops a wide variety of entertainment attractions and special events to fill available dates within a facility's schedule of activities. SMG pck t enjoys excellent relationships within the industry among booking agents, artist management, major performing arts agencies, local, regional and t t*a n j performing yasxh4 national promoters, international familyshows and major erformin arts agencies. , Entertainment Industry Contacts � SMG's Sports & Entertainment Division maintains a daily dialogue with the entertainment industry that fosters relationships with such product . providers as listed on the following page f 1 s 4' f llzt 4-{'+l_ A � `' '� -) i&A _n� �52�$4t �,�x�.�i�^' ^"Y•` r.� h r c's'' t lt�� z €s" r. :., 0 2007 Request for Proposal - Building Operator for the Kent Events Center — 16 `"AVI(Vs poets arid. Entertainment Event Promoters Relationships: Local We have existing relationships in the region and have already met with many key local event promoters and producers regarding the Kent Events Center. Ideas regarding the types of events and shows that will work well in the market have been discussed and we look forward to working with the various promoters we have reached out to. Regional and National No other company maintains the same depth and breadth of industry entertainment relationships with event promoters, artists and managers as SMG. In addition to being a major promoter of talent(SMG purchases more than $20M of entertainment for our venues annually), SMG also has special contractual relationships with major promoters including: • I Live Nation ® AEG • VEE Enterprises (Sesame Street Live) ® Feld Enterprises (Ringling Bros. Barnum & Bailey Circus/Disney on Ice/Disney Live) a The Wiggles USA(The Wiggles) • Professional Bull Riders o AMP Live Events (Monster Trucks) - s • Mike/Kidd Entertainment Group " s , • Harlem Globetrotters a r� • WWE ® Lipizzaner StallionsX .- r xa `( • Creation Concerts • BRE Presents ® National Artist Corp s , a Elite Entertainment _� ® BMG r o Jam Productions and Jam Theatricals t o s-" f ' r - A VEE Corporation Production Outback Concerts• Rose Presents I i x .4'�fyc 4 k z�a • Varnell Enterprises © Police Productions 14 ANA i}} J I a r9 1 Ramiper -fnr Prnnnsai - Ruildino Ooerator for the Kent Events Center — 1 . AVs k � A v� "'�.- i ar. �if if F The Sales Network ti,.du id [ Ga's�n ai lights, dver y'sinif a#-lcj` 5ponsors11#P Impressions SMG has always recognized the need of its clients for experience and expertise in the area of sales of advertising, sponsorship and promotional opportunities, product rights, service rights and naming rights. To address this need, SMG has put together ateam of industry experts who, working with the City of Kent and the Seattle Thunderbirds, can provide the sales knowledge and experience to create opportunities, identify potential advertisers and sponsors, develop marketing strategies and materials, and, if requested, help close sales, all within the framework of the needs of the City. These services are provided to you at NO ADDITIONAL COST OR COMMISSION EXPENSE as part of SMG's basic management services. The impressions Vision The individuals who make up our sales network bring a single purpose to this area of Facility management —to maximize revenues while recognizing the needs and sensitivities of our clients and the tenants of those facilities. Our network brings a level of experience and skill not often available on a single building basis. ) The Impressions Tears } To address our client facilities' needs in this area;we have brought together the best and the brightest from SMG on a regional basis- Gary Holle in the Northeast, Dolly Vogt in the Mid-Atlantic, Nan Coyle in the South and Southeast, Xavier Villalon in the Southwest, Marc Burnett in the Midwest, and Sam Williams in the West—who work with our clients as well as the local staffs in each facility to maximize returns from the sale of advertising and sponsorships.Together,these individuals constitute a strong and vital network,working closely with each facility in their region, sharing ideas and leads, and helping to close sales. Whether it is a straightforward signage sale, a fundraising opportunity or the naming of a meeting space, o the sponsorship r of an event or series of events, the Impressions sales network is there for our clients. } Naming Rights In the increasingly important area of space naming rights, SMG brings an unmatched record of success. If requested, we will provide to you the strategies and methodologies we have utilized in amassing an unmatched record of success, and participate in the sales process iF necessary and desired. A representative list of naming rights deals for which we were directly responsible includes: Ford Center, Oklahoma City, OK e Cox Business Services Arena, Oklahoma City, OK Wm } � " X, W Times Union Center, Albany, NY - 1st Mariner Arena, Baltimore, MD DCU Center, Worcester, MA ® CenturyTel Center, Bossier City, LA � $ ,a= •"� ,---' s�> „ .gym :r Big Sandy Superstore Arena, Huntington, WV tr 4 -, - M American Bank Center, Corpus Christi, TX Verizon Wireless Arena, Manchester, NH a Rabobank Arena, Bakersfield, CA . t © Dow Event Center, Saginaw, MI Ford Park Arena, Beaumont, TX zom Request for Proposal - Building Operator for the Kent Events Center - 7 k Venue Adveri:ising e' r Specializing in the creation design of venue advertising for SMG-managed facilities, SMG has the unique ability to plan for additional revenue opportunities for its clients. Innovative signage development includes rotational signage, interactive I<iosks, centrally programmed live action signage, video displays, creative fixed � signage opportunities and high profile, high c ' impressions signage opportunities. Marquees, careboards tt Videobc}at•ds and Electronic Signacge SMG also helps clients design, select and purchaser marquees, scoreboards and electronic signage. SMG " continuously works with signage and scoreboard manufacturers and sign companies to deliver its a customers the best products at the best prices. a = t Possessing a unique knowledge of the latest technologies, including the new LED and Plasma f � videoboard technologies and the newest of interactiverr Yt' 'u'x media technologies, SMG can ensure that our facility `' i d 9 Y Y Cj obtains a product suitable for your needs without overbuying, and a product that will continue to perform r s � y, 5�4 x `. �- throughout the years. - Marketing and Public R(alatirans We believe that any marketing and public relations efforts for the Kent Events Center need to be coordinated with the City and any messages must portray the standards of the City.Additionally, we focus on the following methods when working for our client: Working in conjunction with City media officials, develop a public relations message that is agreeable and consistent with the City Our General Manager should be available to the media to answer any questions only after conferring with the City officials With City approval, develop a community advisory board to maximize neighborhood relations G At the City's direction, the General Manager and department heads should be active participants in community or civic cornmittees/functions With the use of SMG's crisis communication manual, coordinate with City officials a media response protocol during crisis SIVIG's Advertising and Public Relations �)trategies are Desiclned to: Maximize the profile of your facility Develop new revenue streams Deliver a consistent and positive message about your facility to the community Correct any potential negative perceptions Maximize industry and consumer confidence eln-_AA-ir 2nn7 Reauest for Proposal - Buildinq Operator for the Kent Events Center - 19 1 ME r f r' N0a �f Promote versatility of the facility and determine target markets Ulaximizing Public and Industry Awareness SNAG believes in the importance of taking advantage of every opportunity to stress the uniqueness of the facility's location as a f selling point to bring new opportunities to the region. This goal can _ t: be best accomplished by establishing a strong rapport with local _ E media to help facilitate a proactive media relations strategy to "Sell G .. the Venue." Some examples of how to begin establishing a positive any x relationship with the local media are as follows: ® Identify key players in the local media and issue them pressr credentials to your facility. G Plan a media night at one of the facility's events and invite the local media to a special reception to allow them to + . experience first hand what the facility has to offer the of t { community. a Contact local radio, television stations and newspapers x: regarding changes and or improvements taking place at the facility i.e., ground-breaking; hard hat tours; ribbon cutting ceremonies, grand opening ceremonies, etc. 0 Create media opportunities with arena personnel to discuss event objectives, economic impact, etc. a Organize a media relations event recap to publicize the success of the previous event and hype upcoming events. '4u• �+`}�, VAR ax..,dM1�£'zt� hut' `"2 , 7 exY £ wuF� "I'll, ,n' yryyY j... yq-fit. ME r � �'. s`7 ' ` . , kg tL � '}� "" � a x s r� �} "".r ' � ' cF,.�`-, _P ���+ -sY„- `ses^F.^w�e" �_✓ _,�' `), f a ( 4x % yak `ram ' 5 ss $ •u �n r '�iE;{ r. (D 2007 Request for Proposal - Building Operator for the Kent Events Center - eft ��yr �. " 'a -nple Grand Opening Marketing MaTerhaft, On the following pages are a few examples of Grand Opening marketing pieces i we have used for SMG-managed buildings, namely the SaveMart center in Fresno, California (this page,) and the John Paul Jones Arena (following page.) The materials included feature newspaper advertising, mailers, promotional materials, as well as a variety of other notions which helped a to make these buildings' grand openings spectacular and memorable events, cementing the facilities' place in their respective communities. A�! '�� SAVEMART SAVE 5 CENTER CENT E R n,», ! I )r in 4.E r».at cdf,»r' „r&»r rL sa nr r,a,nr. rota n-ufy br a Porn,fpr rL j d s n J.v»,n!ratr,p ..�— I/,,m,lrfirnre fGafnr¢ fed rrz rpr.wmGrr --' _..a .�'LcvCF`r£34vi�,riraFk� f=�47a �..'45E�4��#ti'w-T=T�c rxA .poru n.rd mrrrummon rnmylxr,u Im+ rug n rcafuy Y�� trand Openitt to frichide Bas) etha9R at aftrrg n=urr�=ar nr<n n»arLnrnPl»rr,n„a,r rdr ».+von, rb,sm,Mitt C,,err nr F r m Sn,n nrft br de Extrawarcyan7a, Upen Hause, OpevaRM V m iW n r us RN... ;. . I..aW 4.h.6 A L '+f4YEp lY ](`j$��{y,� digv•}'eqf•�e mrtl�ll� vn�r v �..n rl .krN AGiln h dSAVEMART 2TJ J�SJL➢ [ON' ' 1� �,, _ ut ..� .ra.;�` :x-^�.:,m:3�-' - Save Mart Center n,•m.W M,�,=.m..� Groundbmaltin §Ceremnn P r e r IT i,odvy M�x.'Uol Hoops time! 1,30 pm F •.� ^"�`^' ^" r w ewnu„ar awe u.r+.. - Src n+e o m. rrc lmor:on can.ucea w4a.s R'T 6m.-ayuC.Mh�F,Hn�.e k IRJr•h xi P •i..( m plcuC MVP rrl l 2001 ems. m�.,M...I...�.,.+a�5•... m ,� awi t,A. e. R�spunx lmc»9 ,%A 5003 F ,59'reA715 � ^t�^ed•-'••y~'^�1`x�K h � Fina L'p1+:F�rsufi000.cdu G. -vl f on.i59.'+rN elia IM kl.nwnlle.EF<uaonr'Tc Lfd ' r 5 C Ga 1 NT d. 4 'c _ a.,•r v^ r w.,••.,,ar.a„ ! n nwa .1.�.. ,rr e•h..,.. .i a � ^r ru ��z �`� 'a`•r � ,:��,. ,f r " '�=-4�? ram"'',—;� ,�,k� ''*' �: <2 �s A •&s+sa "3," o'" ,- y ! 1(JE' S. r y S # x r. - , -z �� '+_ ^�; ti; � • z 4 t j'R*l7f S�Re� � � � �x 3« � � a� �(� �Y`"7S��'` A+' �t. �` arb l�yyrri+l ' n }5t 'rr• 3 r r ``Y � � Ate" �t i � ( +vr ` , p, [( 'sr r{ae v as tk`. .'' (MRMfg" 'L V. if}i�. > � Y 9rs `� 6Fe�Fp F �� � fif� 4F LN � �t#1''t-:F''!"1 ��•'•' 1� ��'YLrvryH` ,�' ,, Ren/rest fnr Proposal - Building Operator for the Kent Events Center — 21 �{ fi Lr � fiX :' _ a x mz J zc� 3 fi r,aa ti� f �t Fa ➢ ���r � rex� 4 r 3`V E�q z'�1 a�_k 'r'v Y"w, ? ' 'x a 'rat FSrcM' rir jr d� You or cordially Invited I mYi—S$ '`.' S-`.�Tr x nu J0F3NX'AULJ6NESARENA .� . J 1 J—rt+ 'IM r � s To<. - p v '9 � UNR'ERSIAf. IRGb HA / PREJIEVI TOrIk VY"'r�>},FSKck'�' 3'`�^-v 5 uF 'a1 aHNPAULJaNE J S11RFNA nr�o wnr.HEora d�xk a t Yxtk a# hf �.� �"ry'°z'd ep I 02007 Request for Proposal - Building Operator for the Kent Events Center — ? ' Management Philosophy AW. 's Management Philosophy SMG's Management Philosophy is summarized in our "Management Credo" which was created to establish the guiding principles under which all SMG facilities are operated. Our goal is to manage facilities with the highest concern for the public purpose and community rnission.of the project while maintaining accountable standards of operational and fiscal responsibility. To that end we strive to: j Continually enhance and upgrade the operation and appearance of the facility a Use allocated resources as efficiently as possible Extend the life span of materials and equipment n Maximize utilization within a diversified schedule of events Provide the highest levels of customer service within an atmosphere of technical and professional excellence. t � $ at, � ten' ; " � 'F�3`•'+� "}�'�2rt s� 1 ,f""�.�'-y:� �{�}' sr fY�+ I `, a 3 r a f "` �` '1"i-` s'4'' �4 ..nri �• z "Y$aa i ' �c 147 ,g'*M41 1 e sz Ems+`q-^£," �-n, c � •g (SMOCDzao7 Request for Proposal - Building Operator for the Kent. Events Center — 23 We have provided on the previous pages our experience with the construction and opening of a new arena. Understanding and managing the pre-construction/construction phases of the building is only a piece of the overall project. It takes a dedicated manager with proven systems and policies to assure that once the "ribbon" is cut and the,first event held, the arena realizes its full potential and remains a vital asset to the community for many years. SMG is the management firm that cities, states, and municipalities trust with their vital assets more than any other private manager.We have the infrastructure and track record to protect the investment the City of Kent has made in developing and building the Kent Events Center. On the following pages you will learn more about what sets SMG apart from our competitors;the services we offer,the successes we've achieved at buildings similar to the Kent Events Center, and the testimonies from our clients and partners in achieving, maintaining and building upon those successes. Firm Background SMG - Industry Leader, Management Expert SMG is the world leader in the management and operation of entertainment and convention facilities including sports arenas, stadiums, convention centers, exhibition halls, performing arts centers and amphitheaters. Beginning in 1977 with its first account, the Louisiana Superdome, SMG has continually defined a management philosophy and style that has led to its industry-leading position, with 210 facilities throughout the United States, Canada, Mexico, Puerto Rico, England, Northern Ireland, Norway and Germany. Our success has been built on many local and national relationships and partnerships, both municipal and private, event producers, suppliers, architects, developers, sports teams and industry associations. 1 SMG's industry experience provides the financial stability and leadership qualities needed to support an international network of entertainment facilities. ) In the past year, SMG managed facilities grossed in excess of$1 billion and hosted nearly 10,000 events, attracting more than 45 million patrons. During the past 4 years SMG has achieved its largest growth through client satisfaction with contract renewals and new client additions. Our network of facilities, coupled with qualified management personnel, allows our company to set industry standards for quality, commitment, best practices and leadership. yU 0,1011 RK '#'t ,tit r���a�3 �s•��"-�'�G. ��'R r .����-r � �✓, r ����'� .�*-�� � �k�'''. �8 w xx * .yq �'<' £ spa" "<ar'^"} J ) Iv �a - � r �a4 a t ks�x '�`r,� "f�� '�� , �r 9��V �,�$zg.'e^` -'� r� r r .ti•���� 02007 Request for Proposal - Building Operator for the Kent Events Centel- — 24 DO- AremasR Kent Events Center SkIIG Manages Similar-Sized Arenas VEICIUC: CITY SENFING Five Flags Center Arena Dubuque, IA 5,200 Hershey Centre Mississauga, Canada 5,500 Canton Memorial Civic Center Canton, OH 5,500 I Four Seasons Arena Great Falls, MT 6,100 Cabarrus Arena Concord, NC 6,006 John A. Carlson Center Fairbanks, AK 6,500 Ford Park Arena Beaumont, TX 6,500 Paul E. Tsongas Arena Lowell, MA 8,500 Kingston Area Sports Arena Kingston, Canada 7,000 Eastern Kentucky Expo Center Pikeville, KY 7,000 Reliant Arena Houston,TX 7,000 Sovereign Center Reading, PA 7,200 Hampton Univ. Convocation Center Hampton, VA 7,200 Montana Expo Park Great Falls, MT 7,200 Diddle Arena Bowling Green, KY 7,500 Mid America Arena Council Bluffs, IA 7,500 Pershing Auditorium Lincoln, NE 7,500 Dow Events Center Saginaw, MI 7,600 Sioux Falls Arena Sioux Falls, SD 8,000 Colorado State Fair Events Center Pueblo, CO 8,225 Wachovia Arena at Casey Plaza Wilkes-Barre/Scranton, PA 8,500 George M. Sullivan Sports Arena Anchorage, AK 8,935 j J 22 raf/'onar, 5o syrnilar size to th(%.' Center yh g` � Fi'Fh�-=� s ur- �e r *,� * •i �.ems {� i .� �,r " �, � .-r. 5;y. t� �tr b $.�. l ��L} ,�y� g..y�(y� �' -:rEsM �?'`�'a � 4 i�'i�1 j* � "� * �". 9r' �• ,�'rr' 1 n � 2a C i," 02om Request for Proposal - Building Operator for the Kent Events Center — SMG places significant emphasis on developing a professional staff and operating approach. We stress duality in both service and maintenance functions to maximize efficiency and customer satisfaction with our product, while developing new revenue streams and minimizing operating costs. Our operating plans have four main goals: i To enhance the operation and appearance of the facility To use resources as efficiently as possible To extend the lifespan of the materials and equipment i A To provide the highest levels of customer service Our on-site management team will be involved in all aspects of the facility's events including planning and coordination of services and technical requirements. This will include, but not necessarily be limited to: ® Coordination and oversight of subcontractors and show labor Event set up and teardown Utility service delivery and collection Temporary event staffing 0 Security and crowd management a Event settlement Safety and emergency responsiveness Ours is a hands-on management approach. We will maintain a "Manager-on-Duty" program which will assign a senior manager to be on the floor at all times during set-up,tear-down, and whenever the public is in the building.Their responsibility will be to serve as the primary client contact, and observe all aspects of.facility operations and staff activity during their shift. Services Provided by SNIG Through our headquarters and key field personnel, SMG Services i SMG supports its facilities with a variety of services and m Accounting knowledge base. The on-site General Manager, utilizing * Capital Expenditure Planning all of the systems, procedures, resources and support - Budget Preparation described in this proposal,will administer the facility - Cash Management and supervise the on-site staff in its performance of the n Crisis Management functions listed to the right as determined by the City. Customized Client Reporting o Customer Service Training 1 As each client's needs are distinct, it is the responsibility „ Purchasing of the on-site manager to establish with the client regular PF=&E Technical Services means of reporting to and establishing an effective liaison F Internal Audit with the Client and its various departments and staff. The Labor Relations goal is to develop workable, seamless communications IVlaintenance Programs enabling the timely and accurate flow of information 11 ianagement Information Services between SMG and the Client, effective decision making, o Marketing Services - and smooth operation of the facility. - Transition Planning Peripheral Real Estate Assistance The staff would be employees of SMG responsible to Risk IManagement a local General Manager who will, in turn, report to a Regional Vice President. -- - Dzoo, Request for Proposal - Building Operator for the Kent Events Center — 26 ':$:x§..-'an — n_� .a '3a'tt ,,..�. -... ..%4.,-J✓..+}..az �s....�cn�`�'1� SIVIG-managed venues house more than 70 professional and collegiate tenants, of which 27 are professional and minor league hockey tenants. SMG has a tremendous amount of experience with multi-team arenas. SMG understands the importance of meeting the variety of team scheduling, 'team space needs, premium seat issues, ticketing, conversions and the guest services.needs of the teams using the facility. Major and Minor League Tenants SMG manages many sport venues around the country, which include NFIL (Colurnbus Blue Jackets), NBA (New Orleans Hornets), MLB (Oakland A`s) and NFL(Jacksonville Jaguars) teams, to name a few. Our sport tenant relations are critical to the operational and financial components of our municipal clients and the vitality of the community. i, § '��-; ' �mx*� ,' SRO- RUM "' •§� s a,k"e!"�* " rti g x S kk.*' xk } s t},'��}�y{t w �-�y'' t t�� �..'"��.r°a�..�ra �fixYx fiE `•t s��T ux" 'k � +" � ��s% to -s r-x 4+�' �- �s b y3 WW � {•"'•.rt� � M1�t��,."'1.,�}�3'f'1� r-.. a -15k � .,{�P` €rov-Ax�� ����,4-�N,k,£'' 1r{�q�'�' Ley,y ,�{,�' ¢: A 'u x 4�w+�€� �4J} +` �,.�y�'t� tt d'r� +* �' t �} � txJ}�N,''k.W �`S�5��k���'.}� ��5• }" yy, �` ,y,,,t•':: �(rx#�sx,�, ,r"''�.k� fir{# x}§.£r,'}- v�"-�,''�` �a'� ma� xig�r'�'',ya,<f�a� Y r"$t"r "�r� rX'R x#;�#R�+ S t�� S s v 2'* ,.x,�, ,5... �,-. *€P.} fa '� #) a�' .� :=Y?s = xs p's .F=h ,t'x3 /2 ayk{ cY�.z3 j"�`t.:£. � r `''r x 5�„'z,.- r> t#^' nr*" ' lE9 +�cay,,,; -7'0$„ ,5 ,d.'`S T,'x, r„` `W' i { Kin { Xhw _ ''j" t}S�. g '+{ "r'�d `Yw''4~�'rv "`.``_ 0. '� r ss"c'sAFI- R. t t ,� i Renuest for Pr000sal- Buildino Operator for the Kent Events Center -- 27 4 t Team lame Facility Name Albany Conquest Times Union Center I. .. Bakersfield Blitz Rabobank Arena Bossier-Shreveport BattleWings CenturyTel Center Central Valley Coyotes Selland Arena r Corpus Christi Sharks American Bank Center .—m. Laredo Lobos Laredo Entertainment Center _. Manchester Wolves Verizon Wireless Arena ' Oklahoma City Yard Dawgz Ford Center _ Peoria Pirates Peoria Civic Center Tulsa Talons Tulsa Convention Center Arena Wilkes-Barre/Scranton Pioneers Wachovia Arena at Casey Plaza AFL Albany Firebirds Times Union Center Columbus Destroyers Nationwide Arena Florida Bobcats Office Depot Center Georgia Force The Arena at Gwinnett Center Grand Rapids Rampage Van Andel Arena BS f v d Mobile Wizards Mobile Civic Center � t' `_ New Orleans Voodoo New Orleans Arena A5 M, NY Dragons Nassau Veterans Memorial Coliseum j Oklahoma City Wranglers Ford Center AH L Albany River Rats Times Union Arena # Grand Rapids Griffins Van Andel Arena �. " IF Lowell Devils Paul E. Tsongas Arena ? Manchester Monarchs Verizon Wireless Arena x Peoria Rivermen Peoria Civic Center Providence Bruins Dunkin Donuts Center # 0 Rochester Americans Blue Cross Arena at the War Memorial San Antonio Rampage AT&T Center I Wilkes-Barre/Scranton Penguins Wachovia Arena at Casey Plaza Worcester Sharks DCU Center Arena AIFA Baltimore Mariners 1st Mariner Arena Canton Legends Canton Memorial Civic Center Carolina Speed Cabarrus Arena & Events Center Florence Phantoms Florence Civic Center Huntington Heroes Big Sandy Superstore Arena 92007 (bequest for Proposal - Building Operator for the Kent Events Center — 28 10 Reading Express Sovereign Center Richmond Bandits Richmond Coliseum C I-11_ Bossier-Schrevesport Mudbugs CenturyTel Center Corpus Christi Rayz American Bank Center Laredo Bucks Laredo Entertainment Center Oklahoma City Blazers Ford Center Tulsa Oilers Tulsa Convention Center ECf-1 L Alaska Aces George M. Sullivan Sports Arena i Bakersfield Condors Rabobank Arena Fresno Falcons Save Mart Center o� � � Gwinnett Gladiators The Arena at Gwinnett Center W a Long Beach Ice Dogs Long Beach Arena Pensacola Ice Pilots Pensacola Civic Center F Reading Royals Sovereign Center Cbass Na South Carolina Stingrays North Charleston Coliseum Texas Wildcatters Ford Park Arena MISL Baltimore Blast lst Mariner Arena MLB Oakland Athletics McAfee Coliseum Arizona Diamondbacks Chase Field _ E� MAJOR EEAOOE OASED01 NBA Golden State Warriors Oracle Arena New Orleans/Oklahoma Hornets New Orleans Arena/Ford Center NBDL Sioux Falls Skyforce Sioux Falls Arena :a " Bakersfield Jam Rabobank Arena NCAA Bradley University Peoria Civic Center i California State University Rabobank Arena Cleveland State University Wolstein Convocation Center at CSU I Fresno State University Save (Mart Center Iowa State University Hilton Coliseum Jacksonville University Jacksonville Veterans Memorial Coliseum Providence College Dunkin Donuts Center Siena College Times Union Center Ro r, ct �nr Prnnnaal - RJiilrlinn Operator for the Kent Events Center — 29 j �i", K �#S _ r� Is $ 7 ; ;� trtr�- ` Iw� t�C j r {'�; Texas A&M Corpus Christi American Bank Arena Tulane University New Orleans Arena Tulane University Louisiana Superdome University of Alaska-Anchorage George M. Sullivan Sports Arena � . University of Alaska-Fairbanks John A. Carlson Center A University of Evansville Roberts Stadium R t w Univ. of Massachusetts-Lowell Paul E. Tsongas Arena University of Pittsburgh Petersen Events Center University of Virginia John Paul Jones Arena Virginia Commonwealth University Richmond Coliseum Virginia Union University Richmond Coliseum NFL kEnitly.� x Chicago bears Soldier Field L « � . H Reliant Stadium Houston Texans i t y Jacksonville Jaguars Jacksonville Municipal Stadium f :i N Louisiana Superdome New Orleans Saints A Oakland Raiders McAfee Coliseum ~' i NHL Columbus Blue Jackets Nationwide ArenaW. Florida Panthers 6ankAtlantic Center NY Islanders Nassau Veterans Memorial Coliseum RA , f y F � a Pittsburgh Penguins Mellon Arena } NIFL _. Beau nont Drillers Ford Park Arena Ivy LL Rochester Knighthawks Blue Cross Arena at the War Memorial 01-11 1- Mississauga St. Michael's Majors Hershey Centre I Saginaw Spirit The Arena at the Dow Events Center Kingston Frontenacs Kingston Regional Sports & Entertainment Center Southern League Jacksonville Suns Baseball Grounds of Jacksonville S P'r-11. Richmond Renegades Richmond Coliseum i �alr- Evansville Bluecats Roberts Stadium Sioux Falls Storm Sioux Falls Arena t 02007 Request for Proposal - Building Operator for the Kent Events Center — 30 i MIR CSIAL Dubuque Thunderbirds Five Flags Center Arena (3'S 1- L Ohio Junior Blue Jackets Nationwide Arena � "We Omaha Lancers Mid-America Center Sioux Falls Stampede Sioux Falls Arena I WIFL Osceola Ghostriders Silver Spurs Arena I i I ; i i I ,III �s�r, a02007 Request for Proposal - Building Operator for the Kent Events Center — 3 P�10 F. Tsongas Arena Lc)well, IViA R 6,500 seats for hockey 7,800 seats for concerts C. Function rooms for corporate meetings, receptions, etc. Opened and dedicated on January 27, 1998, the arena proudly bears the name of the late Senator Paul E. I Tsongas, a Lowell native. The arena is home to the Lowell Devils (formerly Lock Monsters),the American Hockey League affiliate of the New Jersey Devils and the NCAA Division I UMass-Lowell River Hawks hockey team. In addition to exciting hockey action,the arena hosts concerts, family shows, sporting events,tradeshows and i conferences. The Tsongas Arena is the only full-service, multi-purpose, mid-sized venue serving the region. Also featuring a beautifully landscaped outdoor area,function rooms overlooking the Merrimack River and a spacious lobby, the arena is perfect for all types of events -whether they be business meetings or major shows. Significant Achievements: Significantly improved the financial bottom line compared to the previous management firm. SMG brought evens: services in-house, reducing event operating expenses by more than $87,000. 9 Increased parking revenues by more than $131,000 from previous levels. m Negotiated a new ticketing service agreement with Ticketmaster, resulting in additional ticket commissions of more than $60,000 a year. 0 Under SMG management, event days have increased significantly from previous management firm. Raised the profile of the Tsongas Arena locally, regionally and nationally. a Implemented SMG's proprietary Smart Maintenance software program for all Tsongas Arena building systems. Completed concession stands, kitchen and commissary projects for $270,000 less than estimated. Improved the arena's sound system. © Tsongas Arena has hosted many top name performers, such as: i - Barry Manilow - Bob Dylan * The Moody Blues - Green Day �� f r The Wiggles R , t x+� - Hilary Duff7R ,1 - Jessica Simpsony - Destiny's Child Clay Aiken � �02007 Request for Proposal - Building Operator for the Kent Events Ce nter — 32 ��+ Dubuque, 1 J� '�R t The Five Flags Center in Dubuque, .g IA consists of Five Flags Arena and the historic Five Flags Theater. a C- Five Flags Arena — Built in.1979 r'JIVIIt t 4 a # and has recently undergone i a =s " r x TZ 140 a $3 million renovation whichzI"N' Includes new HVAC systems, dehumidifier, expanded food and beverage capabilities and updated appearance. It is the home of the Dubuque Thunderbirds of the Minnesota Junior Hockey League. The arena has a maximurn capacity. _ of 5,000 but can be cut down to } hold shows of 1,700 and a variety of capacities in between. Five Flags Theater— Built in 1910 and is listed on the National Register of Historic Places. It was designed by the famous architects C.W. and George Rapp. It is the home of the Dubuque Symphony Orchestra. Also recently renovated, the theater has a maximum capacity of 711. Booking Information Following is the list of national acts booked at the Five Flags Center for the FY 2002-2004 (prior to SMG management) 36 months— 10 national acts: Trace Atkins/Blake Shelton - Joe Diffie Anne Murray Harlem Globetrotters - Willie Nelson Carrot Top Diamond Rio - Sevenclust @ REO Speedwagon Sesame Street Live National acts booked at the Five Flags Center since SMG management began on July 1, 2004: • Montgomery Gentry - B.B. King John Anderson • Trace Atkins - Friends of Bob & Tom Dierks Bentley i n Little Texas Peking Acrobats Alice Cooper b Ron White - Leo Kottke Daniel O'Donnell • Larry the Cable Guy m Caedmon`s Call Gallagher • Jo Dee Messina e WWE RAW John Michael Talbot Sugarland - Defending the Caveman Diana Upton-Hill Kenny Rogers - Iowa Square Dance Convention Harlem Globetrotters - Lion, Witch and the Wardrobe <- Lord of the Dance , NCAA Wrestling Disney On Ice - Ann Murray - Care Bears Live - Vagina Monologues H Sesame Street Live Ricky Skaggs 2n07 RPrvjPrt for Prnnosil - Rtjilrlinn nnPrator for the Kent Events Center — 33 '9 ri h i IN "The goal of the City When we As for financial performance il selected SMG was to increase figures under private manage- � 1 �? the (number) of touring shows ment, the city won't be able to aou coming to ors facility and,sec- get a handle on how well SMG ondly,to slow the growth ofthe is doing until the end of the t> taxsupportfor the building.I'm fiscal year,Spence said. seeing signs that those goals are "We will know the numbers . rg It ,) t being met,"Spence said. for the current fiscal year, and Every year, the Dubuque I the projections for the next C� City Council budgets to subsi- one,June 30,"he said. dize Five Flags, according to Historically, it also is diffl- �'j Dawn Lang; city budget di- 'cult to draw any conclusions t . rector, on how the operation is funr.- The more revenue generated tinning,he said. combined with costs savings, Some events that had been the lower the subsidy,according traditionally located at the Five . to Lang. Flags are now going to the Rod Bakke, a member or the Grand River Center at the Port city-owned facility city's Five Flags Civic Center of Dubuque. Commission for 20 years,won- •,comparing five to 10 years is busy after a dered howprivate management would be difficult because x. would work in the facility after some of our events were trans- change to priva�- ,e the city decided to go that route ferredthere;' lie said, with SMG in July2004. The Five Flags' mission has management "It didn't take me long to see shifted only from a business aspect,but s sin ce s to that of a com- By ROB S$fl)Plf� M that this was a good move,not ce and entertainment T H staff writer it has also opened up so many center, according to Spence. avenues and opportunities for Conventions and large meet- Business has been brisk at the new programming,"he said."It ings have been taking place at Dubuque Five Flags Center, Every weekend was busy front was the right move,and SMG is The ti it boon his long-term per- late October to the end of De- therighthrmtogowith." I cmber, according to Charlie He,also likes what he sees in spective,Bakke said things are Gardner, Five Flags general Gardner. going well under the new rnan- manager,The First quarter ofthe "I was impressed with his en- agement company. new year also is looking posi- thusiasrn and organization;' "1 would say,overall,this has tive. Bakke said. to be one of the best periods "We have events in the For Gardner's part, under- that the centerhas experienced. building every weekend standing the market is critical The variety of events,the public through the — to knowing what kind of shows meetings, hockey. It seems to end of March," ,' n"'. will draw a crowd in Dubuque. have been a good.balance," he Gardner said. fay s,"` r, ^Dubuque has a certain said. "Right now,I'm r =ts riche of what people will go working on 'o. So far, we've gotten lucky April and May." After 18 an having exactly what they months under ant to see,,, Gardner said. private man- o,t, ,T,-1 Now that I know that, I can agement firm ''ram' fit, onhnue to bring that kind of SMG and Martin,Gardner ntertainment." ' sporting a part of the work of at- $3.2-million '_ 1 --„�"t'' tracting top acts is getting oo makeover un- -t " " the radar of their promoters, veiled in Oc- which,Gardner said,is a srnaIl tober, officials �`1.5 and tightly knit group of get the sense r';. eo le. the city-owned , „'- p Atpte w ndance at December's facility is r Kenny Rogers Christmas show heading in the � t ightd ec on. .. , grabbed the notice of its pro- ' Gil Spence, 0B5gstsce moter who already is asking manager of Du_ to put a hold on certain dates mana mans Leisure Services,admin- at the Five Flags, Gardner buqueisters the contract with SMG said. and Gardner,who runs the civic The word will get around, center for the private company. Gardner said. Events Center — 34 02007 Request for Proposal - Building Operator for the Kent n 2 " -M Sz ��] MEN ta =JS.t�3 f3 � he F.>giJtli! Event Center 5 500 t for hockey � sea arena y 7,800 seat arena for Boxing/ � Wrestling 2,200 seat theaterqBQ 10,000 sq. ft. exhibition space 4 su t9$-�i When SMG Was selected to operate the facility formally known as the Saginaw Civic Center, the facility was suffering from a yearly operating deficit of Y approximately $850,000.The facility was scheduled for closure until the City of Saginaw relinquished control of the Center to Saginaw County at which time SMG was hired to manage the facility. The citizens of Saginaw County chose to renovate the facility, which was made possible by the passing of a ten-year millage on May 8, 2001. The millage raised $14.3 million dollars to purchase necessary furniture, fixtures and equipment(FF&E) as well as renovate the facility. SMG provided consulting on the renovation and has secured approximately $4 million dollars of FF&E items on behalf of the County. SMG manages the day-to-day operation of the facility, including food and beverage operations, as well as the management aF an adjacent 1,200 space parking structure. The facility recently underwent phase two of its renovation. The renovation of Wendler Arena included a new performance stage, scoreboard, sound system, signage, concession stands, lighting, seat restoration, increased electrical service and much more. The 2,200 seat Heritage Theater received an entirely new decor which included carpet, seat restoration, concession stands, and directional signage during the summer of 2003. In addition, a 15,000 sq. ft. atrium is being constructed to provide a new box office, improve the entrances to each facility and generate a bold new look. Despite the construction, the facility has already become a focal point in the community. SMG has secured a primary tenant, the Saginaw Spirit of the Ontario Hockey league; hosted sold-out performances of Jerry Seinfeld, Prince, Toby Keith, Kid Rock and Grease. A grand reopening ceremony held at Heritage Theater w. hosted by Bill Cosby to commemorate the completed renovation. aM Achievements i SMG reduced the budgeted operating deficit by more than $183,000 in the first 12 months despite the facility being closed for renovation for 3.5 months of that year. r Secured an OHL Hockey franchise. The Saginaw Spirit was fourth in the league for average attendance; attendance in the inaugural year was 104,102. 1 SMG secured: the return of the WWE after a five-year absence from the facility; a week long run of i Disney on Ice after a two-year absence from the facility; a run of Bear In The Big Blue House which in turn, secured an annual booking of Bear In The Big Blue House and a booking of a sister production, Dragon Tales. SMG developed all new operating procedures for all levels of operation including: box office procedures, financial procedures, booking procedures, maintenance procedures and all human resource procedures. SMG developed a Non-Profit fundraising program in which the local organizations operate concession stands during events and receive a commission in return. The program helps to involve the community in the operation of the facility and assist local charities. r one PAniip�t fir Prnnncat - Rrrilrlinn ODPrator for the Kent Everts Center — 35 7,-��—1 r�A g � �' F a•£� 4, y 4 1ytP' £s -'} .. ;; r _ 7,200 seat arena for hockey, " 4,000+ seats for boxinglWWE 20,000 t scl. ft. of exhibition space Labatt's Blue Zone Pub This state-of-the-art facility has become everything the citizens of Reading could hope for, and more. From Reading Royals hockey to ice shows,from Kenny Rogers to Willie Nelson, from HBO boxing to pro wrestling, from Bill Cosby to the sold-out opening night performance of Stevie Nicks.The beautiful and much anticipated Sovereign Center opened in the summer of 2001 to a sold-out concert and went on to host 25 additional sold-out events in the inaugural year. The Center serves as home ice to the ECHL's Reading Royals.With almost 130 events hosted annually, the I venue attracts more than 400,000 patrons each year from markets throughout the northeast. i SMG provided consulting, design, and pre-opening management services 3 years prior to the grand opening of $46 million arena project. Significant Achievements: a With the assistance of SMG's Sports and Entertainment Division, the Center was able to secure the Don King/HBO Bernard Hopkins vs. Carl Daniels Championship Fight. This event was the largest fight to be hosted in Pennsylvania and was broadcast in more than 60 countries. O SMG Food and Beverage was instrumental in the opening of the new Labatt's Blue Zone Pub which has added a new revenue stream for the facility and utilizes an area formerly used for storage. a The Sovereign Center is committed to community and fund raising events and have hosted: -The Donyell Marshall Foundation Concert'. -The Caron Foundation Dinner -The Berks Women, in Crisis Fundraising Reception The Junior League Beach Ball (most attended event in the history of the Reading Junior League) Under SMG management the Center was given a Prime Site Award by Facilities and Events Magazine. f 'n SMG's staff generated annual advertising and t sponsorship revenues z ri in excess of$3.1 million which included naming it rights, seat licenses rs ; .) suite Sales, and, -, advertising. �d.. ',a �Y The entire project �rYl i 3x n � � �i exceeded the first yearME 3 net operating income - � p �"• mom, �y s o ` e �-1 t� � � g���yi .a a s budget by more than RI it s tee; 1 OO,000. au I t 6 02007 Request for Proposal - Building Operator for the Kent Events Center — 36 9 Acl Secamse Of SMG The case studies in the previous section offer only a glimpse of the positive impact SMG management x has on the buildings we manage and theT. communities we serve. We can document successes throughout our network of facilities and continually t =x work to improve upon the services we offer to s �x achieve the greatest outcome possible for our clients 3 as rioted in the following: sJ Pensacola CIVIC Center By producing peak power, the Pensacola Civic Center qualified for the real time t x s g r purchase of electricity, saving 50 000k r � " „z annually. EMU „ SMG restructured Operations Department r �„ resulting in a savings of $36,000 annually. z W gg,7'f. i p z w S a 9 r Dow Event Center Saginaw full SMG managed $14M renovations. REzF SMG secured $2.5M naming rightsTyx ,T t agreement. # 7 Albuquerque Convention.CenterINE SMG created a lobby providing free wireless asy� p t '�$xtr�x ��,..3 �=c€�c'F�r kS •F�+k� 4 „�„�,� internet service with the installation of fiber optic cabling. SMG managed $6M of capital improvements IUM V,;RV wn i 7 A, INtk rtt rt :t since October 2004. v '' During the first 10 months of operation, Ot the Center hosted 300 events with 290,000 attendees. � x { c sa Carolina € first Center, Greenville, SC Creatively and cost-effectively reorganized fi � x !.I{ t § operations functions, resulting in an 1 estimated annual savings of$75,000. i d Supervised major capital improvement ,� k s `�• :; � ,.�-a ��,� r., r programs to reduce building utility expenses b $65 000. n Managed in-house exhibitor electrical P services resulting in $120,000 improved financial results annually. {� ra2007 Request for Proposal - Building Operator for the Kent Events Center ��— P � I '., ,,. . I `„tyrostSC)PSI1ip SUCCeS7e5 1r` ols rein Center/Cleveland State University S � e" SMG increased annual advertising and sponsorship revenues , c by 323% since assuming management in 1999. CG'iiia.11yiel, Bossier City, L: � SMG managed naming rights and marketing agreement �� � totaling $5M. sovereign Center, Reading, RA f' SMG's staff generated annual advertising and sponsorship revenues in excess of$3.1M, including naming rights and advertising. 'Times Union Center/l'epsi Arena, Albany, NY g grights a SMG managed namin and marketing agreement totaling $8M. Ford Center, Oifiahorna City , A SMG generated annual advertising and sponsorship revenues in excess of$1.71A for 1 t naming rights, advertising, etc. yM ) !"m � � ,„y*-ii-�T•f&i"� v��.trS"� ]C£4 � `�41�5 Y� �C.� 5��ify k•�$ Z r'tt-r a N' 'Q t ✓ z t e 'Na s yrrsrt �S "s"� F Q I t i t o:V 2007 Request for Proposal - Building Operator for the Kent Events Center — 38 ii s .3j� M y,.i '# `.• ' `may 7p{ "` Fla '}:t'k � ?R M1S„44t. 1,4 Nyi =r � `'�`ek"ol`�n.-C s "�%JFa' � r ����ft' The Pi-iekdt Series Of Training Progrartris llvoduces a World-Class r. In the world of hospitality and entertainment, your product, "the event," is perishable. The quality of the service...the demeanor of T,ry the staff...the general enthusiasm for providing the best experience µv� - all share the same fragility. We have one opportunity to get it right. gpoA SMG is committed to making memorable experiences for our clients &I and guests. We demonstrate this commitment by 'empowering and training our staff. We've developed the k'nek:program to inspire the way we provide service. k'nekt programs begin with the first interaction,the sales call, and continue to event delivery. Making the k'nektion It begins with the first sales call. Hosting, attending, promoting an event at any facility is more than just a casual occurrence. People are booking an event for business reasons or to commemorate special events. Th- salesperson needs to "k'nekt" with the client, sharing their enthusiasm for the event and their commitment making it right. SMG sales associates all attend the k'nekt Sales Training Program. The k`nekt Sales Training Prsagrarm The Consummate Soles Professional In this program, SMG employees learn the techniques and behaviors of effective sales professionals. One portion of the program is devoted to business etiquette, another to industry trends, and yet another to building PR for your product and, of course,the techniques and tools of sales. The k'nekt Sales Training program is presented at the College of Charleston in conjunction with their School of Hospitality and 'Fourism. It is a proprietary program that features outside experts and industry-recognized professors. Additionally, like our k'nekt Customer Service program, it includes not only the learning component, but also a measurement component. Mystery shopping is conducted and assessed. Feedback is provided to management to assist them in the coaching of their sales representatives. The k'nekt Ct.istot'tnc-�r Service j""I o rare: t SMG firmly believes that one of the single greatest keys to long-term Z �1_1_n ne f N i business success is quality customer service. Our employees are the r t 4 vr� i � y voice and the personality of our buildings. Our employees deal with fv i G �. .r;�' customers daily and come to signify all that the company stands for. A260°Appm.1, i � � toC tomer Service. We strive to maximize the quality of customer service offered at each 4 } a j facility we operate. SMG customizes far your facility our interactive customer service program entitled, 'Vnekt: a 360' Approach To Customer Service." w �� � I This program strives to educate employees in all departments and at all levels. We train our staff to identify who their customers are and how best to provide quality customer service. Since so many facilities are competing for events, it is especially important that every employee deliver exceptional service in the form of responsiveness, helpfulness, sincere interest, assurance and empathy. The k'nekt program is unique in that it marries the concepts of training and measurement. Employees are trained in the latest methods of customer service and empowered to provide for our customers the best possible experience. We then monitor our customer service delivery, measuring against the highest industry standards and providing feedback and results to our facilities. This continuous system of training, monitoring and providing 'feedback is the most certain way to validate excellent customer service. CSM s D1-007 Request for Proposal- Building Operator for the Kent Events Center — 9' "The k'nekt SIOG Customer Service Training was the best training i have been to in ten years with .SMG Management. George, the speaker, was clear and straight to the point and he gave various "real life" examples involving attendees and how to approach, assist and resolve a matter with a win-win customer service situation. George gave me an insight of what an attendee is expecting from BCCC employees and how we should be thinking out of the box." For example, in terms of helping a handicap/disable person with a work dog, treat them like one person; also to be more knowledgeable of our building and surroundings, and in giving directions be very specific. To finish up, acknowledge and thank the attendees for visiting the facility. I feel I am,better prepared now to deal with customer service situations than before the training and for a three-hour class, George was very thorough. Thankyou." Guy Culverhouse Engineering Supervisor Broward County Convention Center 'Tile Wnelct Employee Recognition Prograrri The name and spelling of our training program was conceived and chosen for a very specific reason. We want all our employees to connect with our customers...with the nature of the event they are organizing or attending...and with the importance it has for these individuals. We expect and train our employees to say REF OM TM4-� things like: "Enjoy the meeting. f "Have a wonderful time at the reception:' "Your considering us for your (meeting/wedding/trade show, etc.) — li s that's terrific. I'll work with you to make it the best ever." We educate them to see the activity through the eyes of the planner, x$ promoter or attendee. This focus on empathetic AM �� 3 *d hospitality and graciousness helps to separate . � the SiviG employees and experience. We see 7a this in the response to our mystery shops and customer surveys. And when it is done well, we Y- N5 celebrate the efforts of our employees through �UN, R the k'nekt Recognition program. � . In this program, when we realize really strong results for our mystery shopper VE MM-Zna program in customer service we celebrate. A glass trophy is av arded to the whole �, department and accepted by thaim e manager. The members of the management team -� ERA r each receive a spot award of an American Express Gift Certificate. A luncheon or 1 other gathering is held to celebrate with the entire department where thank-you cards and k'nekt pins are distributed to all. 1 C'r!E?�Ct i iE? J R.4 f)YTIt?C I!, Ki€ is PrtbE;cairn When an event is booked at the Facility, the meeting planner, Shaw producer, wedding i plannerlbride, retiree—whoever— is our VIF'. We want all of our SMG employees to \ recognize these people on sight, so once we ink our contract, we give the k'nekt VIP pin to our customer. This is an easy visual way to help our employees give our customers the deference and hospitality we expect. s ozom Request for Proposal - Building Operator for the Kent Events Center — /10 i `'f 'T—�rc "sti `^tv � ` 'x� h`•' " a k' a SMG is proud to employ the industry's best and brightest. Our pool Of Industry experts - t provides us with the human resources �u needed 'to 'fulfill the expectations of the VaYIOUs cities, states, building types, etc. � that we serve. We Will bring the same level of expertise in crafting the Dent Events Center staff. We will work with the City to recommend and identify the staff levels needF'.d t0 rtln the new Center as the premierfaality in the region. At a minimum, these are the requirements of Borne of our top day-to-day representatives: ene�af Ana ei� {aali icaiions and Responsibilities The General Manager is responsible for implementing the policies of the facility. In this role, (s)he will make strategic policy and program recommendations for client approval. The General Manager is responsible for the overall leadership and management of the facility's staff and as such, provides direction to his or her immediate subordinates on substantive matters which affect the facility's operations and ability to meet its objectives. ® Provides enthusiastic and aggressive leadership for the facility and assumes responsibility for the overall administration of the facility ® Oversees the daily operation of the facility, including marketing, event management operations, finance and any contracted services © Ensures that high service standards are met in all aspects of facility operations ® Establishes and maintains standards of excellence for all senior personnel and shares responsibility with functional heads for ensuring the effective selection, performance assessment and deployment of related staff throughout this group Responsible for the recruitment, selection, training, promotion, evaluation and where necessary, termination of departmental managers. Provides direction to departmental managers to help ensr, strategic goals are met. Meets with departmental managers and solicits their participation in the decision making and annual planning and budgeting processes r Encourages open communication at all levels in the organization i n Negotiates all major facility leases and services contracts Develops an organizational climate which encourages staff innovation and creativity Acts as liaison between SMG and appropriate officials or designees I Established direct and regular communication with the city, and organizes regular meetings with appropriate staff i Maintains positive relations with governmental and major private sector and non-governmental organizations Stays informed and sensitive to the social, political, economic, technological and government environments in which we operate, and is pro-active in anticipating changes affecting the facility Act as liaison between facility and primary users and local marketing agencies, i.e., the Convention and Visitors Bureau Reports to SMG corporate offices ® Implements policies and procedures of SMG and the City _ 0zoo7 Request for Proposal - Building Operator for the Kent Events Center — 41 ii _ 3TZ L6ie(_,,Var of Operations Acts as the primary catalyst for the development of additional sources of facility revenue Ensures competitive prices are achieved and the proper bidding procedure is completed for all Facility work j a Oversees all third party vendors and food service operations for performance and contract compliance Becomes involved with the development and implementation of capital expenditure projects which will enhance optimum return to the facility Oversees minor construction projects for the facility or tenants Directs implementation of all SMG policies and procedures Establishes standards and oversees quality assurance in all areas of facility and plant maintenance Director of Salos and Marketing Oversees development and execution of venue Marketing Plan Establishes a working relationship with the CVB and other appropriate area destination marketing agencies Works with in-house staff and subcontractors to maximize on-site advertising, branded products approach, sponsorship and naming rights solicitation a Represents facility at major sales events and trade shows e Participates in site visits with prospective clients 1 ) } 1 I 1 J i i I i 02007 Request for Proposal - Building Operator for the Kent Events Center — 42 > m t a ,`x't' q .,•_i ��� � fi �1 � % � � €fn ° Y , and Sooking Proposition SMG's business philosophy and operating history is evident in our successful management of 200 venues World-wide. Our accomplishments include: providing professional management services for our clients, tenants and patrons and being an important asset and resource for the community. As the industry leader, we continue to define, refine and innovate customer service applications, which enhance the users experience when entering and performing at our client facilities. Additionally, we continue to establish industry relationships that attract managers, agents, artists and promoters to our venues, while providing them with a unique and comfortable experience. The opportunity for SMG to development new business is fully dependent upon our ability to service existing clients. It is our success with those clients coupled with their recommendations and accolades that has allowed SMG's business to grow each and every year since 1977. No other company has the experience and regional and corporate resources to supply, implement and manage the Kent Events Center while providing great expertise to protect the City's crucial investments. Furthermore, SMG's proprietary booking system, SMGBooking.com, and preferred financial systems provic' our clients with a unique competitive advantage versus other providers. Preferred booking rrnanagerrncgrit software systerrns - SNIGBookinqxorn SIVIGBooking.com is a proprietary Web-based system that gives entertainment promoters an "unprecedented level of access" to real-time booking availability for all arenas managed by SMG. # - KNEE 5 We talked to our major clients such as ° s CAA,William Morris, tour mana ers and family show producers and designed this proprietary booking system with them in smn�� cep Proride a�tmr®etiw reymedmg bnaki°g and rout' mind. This system positions SMG in the a m rvn=*e r f forefront of the industry by allowing us to NaEmy� u � c•„� ° �a� �u respond and provide booking information, `.r'"` se„euo��urs ma a�e,�ror an stae-a��sdw Wang;. ' i which is a valuable commodity in our v e m >n.�s Svivemmprwe mJatlmubips cwhrxsimE wcscvu"He � business, to the entertainment community even faster than before. roa2� Plraa:in�rxmemim eny ro�mu w su3gavmu. r °` SMiGBooking.com is a great opportunity � � s to levesg e our position as a market leader and use the latest technology to provide , to our clients. added benefits and services The information provided through this new system will be in the hands of decision- makers faster to ensure even more concerts and events at our venues. J �I : CW ,Y2007 Request for Proposal - Building Operator for the Kent Events Center - k Orr 7 ryll 'l 1 Y'01duct Schedule I I yg N C 0 W N n cn U o w ry m U m N E N > C O 0 m E O E u O n c E 7 m l G } P_ G U F- Lei } N N �l iu ua. f b d?�tr} }�� £ L x•� t �� rDzom Regtes' for Proposal - Building Operator for the Kent Events Center — i +5M1 � h h 1fX. k: 4- MM S JJ 4 Y� h lz Air dxt}4 11, m o 3 at I` (6 jk d _ t� ' f R, MAX 12 RK per` IY = � � a E E. a m _ F R 4 ¢ y T U p N n In o z rr } In s, 83 as Z' 6 U f] o J g o O 0 .i Wjn/fit kS, 0W� QW N'JNIA dflvA "l O ' c N 00 �Y 6 vi ti lu O O LL O '5 o €F° a 2 X r z �av?c°C t P, ,-Ii tact, fnr Prnnc)A - Buildina OIJerator for the Kent Events Center — 45 - p{ i S i s v. < iS I i I r, f' �m g <K �C - 3 1 a A In t At �E _ _L LU 'Eq e 9 6 E d s - - = fatg B a o 8 o s E = s o o6 E r R E E a ' q� zt rsao ae $ s � � Bo 88 � g � > zE no 9' o - F s = Ern a a 2 u i a oE v cr a ril oFo w Rs�� F 6 O $� 4 Z U VO ��-Hpp CY gg $ 6 @ 9 d 9 22ff Q�e I I t i 6 02007 Request for Proposal - Building Operator for the Kent Events Center - 46 q y ` .. All, 1� 1 .F }At'+ �� f'£�>N. h afiyS} t� i } Y Y A 4 XgE Fa ' rl Y � } all' N h RA m�+ w 4 RN 1 p4t-' LY 'Y Y t ry5 5 f £ r R n ilx #,a in IN.t ,�' z-''x:`a'. Y- l'. -rRy '.t {- y,� r .,1 a$.,.. y P� � x' m III z y O I n e O ORe —' o v z a o J N N w n ❑ 3,uy?..� n 9 E c C s12 m m M,. 9 0 n � w hh va z w 1= �cn r ,nm Reauest for Proposal- Buildinq Operator for the Kent Events Center — 47 'O �`z-1 OLJ�a I r r NA Y Icx 07 T t )yi, 3 � iO Iy s �DAM�. a5 Mv� M."z Um xri 4 p WN IK' 5 i �atil m a F c o a C E w 4 m s It n f R ROD 02007 Request for Proposal - Building operator.For the Kent Events Center — 48 X f( yz x -mIJr (3 � '.; 1 Titr Ju I .5 Y ate,- iYa - 5 � } ay J r' L yRR as � tea` � s CIS x f 3r Ta��r a 1 } tt U n U E '� frvSi U 2 6 iA C 'c e C C 3 a l 0 E a A ,,n 7n.n7 Renuest for Proposal - Building Operator for the Kent Events Center — 49 r r a r I I _ i Yr �" • ��y �.m 4 1 � j � F � ti,.: 4 t _ � gyP� 5 tis E Td YY 5 5 0 7IM a 3 i 3e � h J j i D0 2007 Request for Proposal - Building Operator for the Kent Events Center — 50 �gmq 'FryJ 74 1` '' 7far �r zs s,s,yy V'� Y Arty Y 1 t y PIJsr3 �t FINITE A al'Itt obw ; I 1 lit My h I fll 4 t y S Y t tiiY yY' WWI, }s� I p3 VON P 2 O 1 xBss' wj d � rma I N,vg Nam n 0 V O LY �Or C i Z Ll E INN aY = 6 ~ zci ry P vy a � a � v, Iil rtt4' "t' tsA' -t Al U p z � rM ul HE - �Cp r0zoo7 Request for Proposal - Building Operator for the Kent Events Center - a't tfi- '+. , rN"lI4tzaG" m' g:!y-rts, - `_ t �, r# � . s t<vF x { 't - rd i x ° . �rvTL'`# gio Y t sa sa sw y s �ttr sh x#{c ,}, { 4x ' ` by 3 f vim uvfi IN , { w rl,N-` t WIN- � "�K'�� r .� �St r t'�. a< '�fi,-�''t F r I'}.,rx� k A Now t °> "a-+';v�ss .` `a;`t-,Y ,Yi i *-� ,ay,~sdd-lN k,�'NiddHuh r r - r a t tl k 'n i' ''' '+„ .;rr�gc«aX .2 Hill a p z.' 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Mie-,li ayei1'ient Team StE"uCture/fEi eri€a0 Cim'€rols 1 i t� m 1 E ILIotl i � C { ` D C a C Ur U 1 C n i K 1 s m O � t7ip 1 1 m� 1 1 tl N! 1 C etl m i as I � I 1 1 I N E C tl N N (j12 o-`�'•k �` qv�:� C7 a j O If; �z 1 I tl .a c 0 0 () 1 10 1 I Cl III S � rp ! �W L I R U r L 1 1 Y i�l 3 3i l J L' h TUuy '� C9Y �'x 9 t l 't ;�U lxn °Rp ks� k ter,R4_1 y T� 13 Ifl*� O ir45G �1❑n 4� �jj�(Y v3t1_ Q EA. M, ' ct try i a rt�c^�f tM'�1 ) d n,ro fix" 1 FaMOR U c f.N ik.r ° wwty xry u3Emr1 may 13, F t y CA iu t'i�j 2fi _ t tM60, �^"`-:r m N m (r_' x, k o t.K �xr i YC } I I fCu ph l [x Eh'4 .� A"c,try (Yl� tl 5 lc`'apl; � I the Kent events Center .53 s�70 2007 Request for Proposal - Building Operator for -- g F *V01 . £'#b'1 'c5ry cax r _ I i SIviG is uniquely qualified to offer a diverse and experienced staff specializing in all aspects of our business. Frorn our Senior Corporate Management to our pre-opening team, to our national sales team, to our local staff, you will find no other management company with the depth and breadth of hurnan resources enjoyed by SMG. On the next several pages we highlight our Corporate, pre-opening, and national sales teams. We have also provided several resumes of potential GM candidates for the Kent Events Center. 7 hese resumes showcase some of the talent SMG possess and can make available to the City for the Kent Events Center. To respect the privacy of these candidates, all identifying information as been removed. We appreciate the city's understanding. Of course we will work with the City to select the best GIB for the new Center, All staff members shown here will be available to work on the project. j r i t I r i J I i I 1 1 1 f" s ' ^ x h` P ts 'fi` e}'�..r t". -s'sr£`-Y.. r}' r 'Yr -E'�.y ytit✓- '�'S Is a�yjtt! >".�-` .."y--r kx ",r-., ,n m' a xf r r d=33.' 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"NA go sn r - y Two Q £ sr# x S''v ui� s fi r1 b L a c i' t x r r Hfillz 1 k 0 , a e01 t t j rr i�` mr _yhS 5 0 61 Srr r �' Sr x § , p d ji rC`. ✓ Y �! h' ' �, n i v �n § a �E i" t �yk b t zy�f N -fiy { �" 5 W 3r j J � �} N 3 1 a #� t-.0 x y:.y k'ya X 'N r } r• d k 'R 1` ti t x t a £ a ry 1 VMS r { «r r 4z o'rx Y..z qq ,r,.fi ,a, j .. . .m twigz`� § t k 33 v p� zz„ c"^ As tat Of :"Pn W PA' rt€ x - t r F1„xt< r i v? t 'ryT U r e% 1 n , Nott 'tt's - ,q^ rPsS m".,n r' V r >< 't. x,# �3 $ � n`yTx�" �F � &" T�sS` '•x p�#� xr�2.c a`.r� x r, ,. �u. �� r c "T raa s�:+r( k 1. S 1F ut #13'a7LlY ";ter''a}lik31 do ryti r Of ,if i c SOf rt! h Tr fi�-nx r., -:*,�� s's S ,e`�"t, r„s`^.. v 1.. Yfi' "irxii t t TFd+y3 r!a V ���}t 's nf. 2 *-te 5 yj n J<�, j t 13'c `'h,�� 3�na§^ ` s#t, � ?•„h�w�st e-3' �S.t�;�.$y s 3�Y' '�ws��s3r"x 9-� '�� � p�" r`uv+,-�i-�tt x.{"Y{I r SII a Say."h kr t v �5� t� S.. ' '�� a .3 k.� d•rc prr5 �: r ^n� " '�1. � r F'J�m" '-r�{� x c � h"a ';� to � x" � '��T '! aDI T ret� t i*wz #,✓ )) .v�" 2-V T'i 3wA ^ - ' 'k.a 1 5 ; 3 3 t nr ~ts n, t.?Y{ t Y1d ��) }nn'} 1 Le �`i y>-t�'�„ � r N } •.e r ,� �.r t��r s < r r `sex. 1 ..r �I a k 1 i W`k"aa .r�..,},. re A rl s rr as, , 1i r .",tr -q , 1i 4 t y^ �Il i - I—MA s M&A MIAM a"r 7 x _ 5g, w x { ! i " rj 9 4 p E r .t"sNt R' t ' ✓S�-TL.;x s rs F (v'> N t� n ' 4 S C K s >, t L & 1 twt s - St + j i[t s--�jdr 3fA rx MrT}s .h,,*l rx<. Ill-AM + �!s NO "AN t t. i , �� F i `fin , ,���m 3`�,�� ✓e�.� � tax -. d i ) t i PROFESSIONAL PROF kLF Marketing and Operations Executive with in-depth experience in conceit tour management,venue management, promotion and marketing,contract negotiations,artist development and sponsorship development. A leader in creating operational and marketing support to successfully implement company vision. Skilled at organizing complex projects, defining priorities and delegating tasks.Adept at utilizing available resources to r'cach goats and objectives on time and ou budget. Strong interpersonal skills and ability to manage,motivate and inspire staff members. PROFESSIONAL E7 PERWNI E j Mid-sized Arena Present Midwest, USA Lead all operational functions of this 6,500 seat indoor arena,opened in 2005,including marketing,finance,box office, facility maintenance,administration,food and beverage and related areas. i ° Managed 15 full time and 175 part time staff. Managed annual budget of$2 million -. Supervised the cost accounting required for all events. i m Instituted disaster emergency training Program for all staff in conjunction with local Police and Fire departments. Managed and improved relations with tenant hockey franchise,playing 32 home games averaging 3,000 in attendance. ° Managed and improved relations with the tenant AF2 Arena Football franchise,playing 8 home games averaging 2,500 in attendance per event. " Through long-term industry relationships,was able to attract new promoters and touring entities to bring various t ° new events to the arena such as rock,country and Christian events generating an additional 3 sold-cart shows. Met before city mayor and city council to report on building financials and projections resulting in improved communication and city relations. " Remained in constant contact Nadth city council members and city administration officials resulting in improved communication sod city relations. ° Negotiated and managed facility upgrades,including landscaping sponsorship and trade,box office I front lobby sponsorship and trade,ITYAC maintenance contract,etc. Aggressively unproved and broadened promotion of the arena throughout the region,by means of radio,print, internet and eararketing. r I } I Mahiv National Concert Promoter 1999 to 2006 i Regionak Director of Marketing/MlAwest 2005 to 2006 Promoted to Regional Director of Marketing in major Midwest USA city to integrate the marketing departments of concert and club divisions. Synergized the marketing activities of the two entities.Built brand awareness,increased j market share and negotiated media rates to maximize market coverage for concert promoter. i Director of Mark,etinpTaeifac Northwest 1999 to 2,005 Northrmst, USA } Responsibilities included: Created accurate and effective budget plans for 200+events annually totaling$1.75 million and garnering more than 3.5 million in promotional value. } o Restructured the marketing department from the ground up including hiring,developing,training,motivating and managing a complete marketing staff. Developed,implemented departmental policies and procedures to ensure maximum effectiveness of marketing y operations. I n.-:1_1:_ cL_ V___ G,... ! }3 2k,to �s tug ;f±. Followed through and implemented fulfillment of all sponsorship contract— � Led staff of S.Maintained positive and supportive team environment through clear communication including effective conflict resolution,paioritiring,delegating. Operational manager of company promoted events at venur;s ranging from 3,000 seat theatres to the 20,000 seat, company-owned Ampluiheatre.Key contact for the 150+house staff at the Amphi heater in order to easarre successfid smooth running events. Developed and maintained strong relationships with all merlin outlets,artist representatives,agents,managers, ' productions staff,publicists,tour promoters and tour vendors Responsible for collaborating daily crith the in-hoarse production staff and upper level management. Represented concert promoter at live events,negotiating final box office settlements with building representatives, third parry vendors and artists. Consalting Company, 149g to 1999 ,Southeast, USA Vice President.of Marketing Publicly traded bro nret,computer consulting and re-seller company with four wholly owned subsidiary companies. ° Generated all press releases tracked company progress and announced company partnerships. Composed company investment swearer reports for influential Wall Street publications. ° Developed and implemented marketing and advertising campaigns;increased individual customer base by over 200%and augmented its lucrative corporate customer base by 50% ! Fntertainrnent Company - _1998 Midwest, USA ! Director of Marketing; "tiVorld Tour for a major R&B recording artist" Artist Management 1996 to 1997 i Southeast, USA Director of Tour IVtarketinglArtist Manager ! Responsibilities included managing artists'careers and serving as second-in command to company president.Budget responsibility for all marketing and coordination of all tours promoted by the company.Developing and successfully implementing several operational systems that bad a direct impact on company productivity and profitability. I INDEPENDENT CONTSULTANT 1995 to :1996 > Northeast USA _ Responsibilities relating to the Retirement of an historic northeastern USA arena Responsibilities relating to the Opening of a new state-of-the-art arena t I Blanagernenf Company 1990 to 1995 Nm7heas4 USA Director of Touring OperatiouslMarketing 1 Managed the 150 million World Tour for a major rock band, which played 220 dates,lasted 20 months and inchided two South American tours,two Furop aln fours,and one tour each in.Japan,Mexico, Central America,Puerto Rico and the United States.Responsibilities included Implementing all aspects of tour operations including close collaboration and communication with tour i management to maximize the effectiveness of touring operations. " Interviewing and hiring of stage designers tour production managers and tour accountants. - Negotiating and tracking opening act,remote recording studio(-mobile facilities),special engineer(video, -! sound), live recording vemte,radio and TV agreements. Maintaining daily interface with primary agent to eonshuct tour routiag and select promoter,market and venue. Maximizing profits by reviewing deals in each market while maintaining fatcpity of artists'image and responsibility to fans. Approving and coordinating advertising campaigns with promoters to maximize dollars and ensure effective use of media outlets. ' ,Implementing all iadio promotions. � ,02om Request for Proposal - Building Operator for the Kent Events Center — 59 i Y.O _ Managing on-sale dates,promotions,contests and build-ups; and increasing and redistnbuting marketing efforts where necessary. Building and maintaining strong relationships with all Geffen Records personnel.to maximize organizational I effectiveness. Monitoringprogzess,amending wberc necessary and enforcing terms and conditions of live engagement cmrtracts. Negotiating building and labor expenses for various special venue performances. j TAL NT AGU+NCY 1977 to 1990 Northeast, USA Talent Agent j i Tour Coordination, Contract Negotiation,Artist Development: Booked domestic and international tours for major artists such as Bon Jovi,the Clash,Journey,.Keith Richards,Talking Heads,B 52's the Ramones,Tom Petty,Van Hslen,the Who,U2,Yes. Talent Agency 1976 to 1977 Western,USA Talent Agent EDUCATION Business Administration Degree I i I 1 1 t i I i i i I I i 17 _ a y � Candidate 2 vepi .:si driven Businerg Leadni' "33h6ii ~:€bati RG.Ar� 6',x€:.';4:S9 r;&e,S�3 G:74Y&tl➢ t�ND years sios- e in the holds crf piablic Asseinbly Veriuta Ll air if,: rrirc r'etr L:vFc'ra"c iviarc agssr�a�ast, a;arn 0. i'r=conotiont Safe's Vian<agement., vrmue" it€ar arAiien,'A and t tRsfi ae:^ss Development with extensive experience in sporting, concert, family show, coi porate, festival, trade-show, meeting and non-profit organization environments. Especially skilled at launching new business units and redirecting under-performing organizations. Proven ability to capitalize on key opportunities-- strategizing plans and implementing strategies that maximize revenues and client satisfaction. j 1 Leadership skills that create a supportive and positive culture of collaboration > Politically astute, driven for win-win solutions > Futuristic strategist and hands on implementer A Proven and consistent record of successful management of revenue and expenses Skilled negotiator with strong attention to detail and quality with consistent follow-through A Strong project management expertise PROFSSMONag L HYGNI 11H`I S Facility Design, Dev lcip"nent rarad Fier i annul and Event ivlanagnMen'i: 199,`1 1- 1995 Served is team leader for design and development of a major USA arena representing the City (owners). Devised operational procedures and the operations budget for the development, opening and operation of this facility. Assumed major responsibility for producing and monitoring an annual budget of more than fourteen million dollars. The facility opened on time and on budget. After 11. years of operation, the facility has met all fiscal obligations and has generated a net profit of more than one million dollars per annun. i 1.99zA - 1994 As a consultant for the design and development of an 80,000 seat Stadium and worked for the government of Malaysia. 991 - 1!)911. Played a primary role in developing and supervising a major outdoor, summer concert series (25,000 capacity) in a high school stadium, which had never been used for this purpose before. The conversion of this facility, and the successful protection of a new, tmo million dollar sports surface, were major accomplishments. Mm ENT 1 `i.f39/3 I q'C;e�ti;5at Responsible for all aspects of management of Arena, a major NBA-oriented, multi-purpose arena. The facility hosted five major sports franchises, the NBA final:., the NCAA finals, and a wide variety of spectator events totaling 1,800 performances. Managed and created the concept of the"Core Team" —the working drive of the building i Extensive, front-line operations, management exposure in a wide variety of sports, multi-use and performing art venues. r�ln(M 2007 Reauest for Proposal - Building Operator for the Kent Events Center — 61 1 Both private and government owned enterprise,. Direct supervisory responsible for 35 team leaders 1 and indirectsupErvlsion of 700 employees. Responsible for recruitment, paining, individual and te.arn- based evaluations, and directing cross-functional tearns. NEGOTTATIONS Led Ri P processes and contractual negotiations for private sector and governmental organizations including: Premises use and occupancy agreement with NBA franchise a> Exclusive concessions and catering agreements with two major food service providers 7� Various sports league contracts > Courtside Club use and occupancy agreement >> Exclusive merchandising rights 1> Exclusive ticketing agreements with major ticketing company > Peer group Security contracts with security providers > Stadium Contract with city school district A Stadium Concert Series with major promoter A Stadium Concerns with entertainment company Numerous labor negotiations with (IATSE), (SEIU), (Teamsters) (PSIE), (IBEW) A Numerous, one-time promoter contracts for a wide variety of spectator entertainment events I93U - Present Primary responsibility for contract negotiations, pre-production planning, on-site implementation and post production settlements of public spectator and private event in the entertainment field including: A Major festivals with up to 350,000 attendees A Major sports franchises > Family shows T Rock concerts A Performing arts organizations ?- Tradeshows and conferences Cofporate events : 1 9 i I i J) I � ",-- ' aV-) '9 Senior Executive Symposium, Cornell University NUITIerous training courses and accreditations in the fields of Event Management, Facility (Management, Crowd Management., Disaster Response, Emergency Management, Industrial Safety and Alcohol Management I 1fdts30 GCE, Cambridge"A" levels: English, Economics and Geography 1.973 GCE, Cambridge"O"levels: English, Mathematics, History, Geography, Biology, British Constitution and Economics Languages include: verbal written and reading fluency in English and Hindi, verbal and reading fluency in French, German, Spanish, Greek, Punjabi and Swahili IkAAM Member since 1994 Z AI-AM Board of Directors 2002-2004 Ret'ereruc:es are rava'I€a bl(-- cfrel r°eLIM—St ) i ; ; �I J ) I ; 1 J I C�flEtS3o2007 Request for Proposal - Building Operator for the Kent Events Center 63 i 1 I Highly skilled industry profossionaI with more than fourteen years of arena management experience ranging from conversions to bookings, guest services to union negotiations, annual budget preparation, etc. highly-energetic, self-motivaic;d, and loyal. i 1 I Professional Experience December 1999—Present Vice President of Operations JAssistald General Manager Western, USA Arena 1 Dudes include; ® Oversee day-to-day operations of the Center. This includes front-of-house, back- of- house, capital improvement projects, facility maintenance, etc. ® Book, advance, and settle concerts and other special events. Perform contract negotiations including those relating to: service, labor, and corporate marketing. Achieverneixts. a During the Winter Olympic Games and the Paralympic Winter Games, served as the Venue Owner Representative for the city's Organizing Committee. This .role was operational in nature, with a strong emphasis on asset protection on behalf of the venue owner. Planned and executed an Olympic party suite construction project. The project carve in under budget at a total cost of$800 thousand dollars. Net revenue generated as a result of the project: 51.2 million dollars. .Tune 1997—December 1.999 Director of Operations Dufies inelcsded. Planned and supervised all facility conversions. Responsible for total facility maintenance. Advanced production for all building events. Administered phone switch. a Negotiated and oversaw all labor contracts. Responsible for authoring and implementing the employee handbook, as well as the facility safety and evacuation procedures. a Maintained a positive working erivironment between the operations department and various facility tenants including: hockey club, indoor soccer chub, and indoor football club. y Aeldeveu enise Acted as a consultant to the General Contractor during the final year of constmetion. Purchased and tool,,delivery of all Centel:FF&E within the 3 month period prior to } opening. i EdueatIon. BS in Counuuumication 1 I rr Ytl III Y �f 5 �, f� Y tdi "n 1 i f � dS ihl� t a14 i—�� \AVe have included our pre-opening information in Section 3.2 of this response. 1 Sates/M.arketin I In addition to the information we have included in Section 3.2 of this response, we offer the following: Pre-Opening, Marketing and Bcwking Pre-Opening Public Relations, Marketing Goals and Objectives j l he following is a breakdown of the marketing program to promote the new Kent Events Center during construction and through the first year of operation. Each program element or strategy is based on clear objectives with a detailed action plan and the criteria for measurement to follow. To ensure success, the SMG facility staff will put a collaborative effort forth: Establish the facility name on a local, regional and national level. Obtain a strong roster of national and regional entertainment events. r Create a multi level promotional and media campaign. Activate the arts, educational, and business communities to provide maximum involvement. m Identify and establish messages to each of our target audiences within the City of Kent and throughout the greater region including: -Cultural Community - Education Community -Government Officials - Business Community and Potential Advertisers i - Promoters and 'Talent Agents - Media - Potential Consumers Align the facility with strategic partners - established organizations that will provide instant recognition and brand enhancement while amplifying the message through their constituents. Marketing Campaign Strategies Branding Commit to a brand identity for the new facility and integrate the brand through all marketing, advertising, public relations, and community initiatives. -) Build the brand prior to opening through strategic alliances with existing organizations that offer events and activities for target audiences. On the following pages you will find many component ideas for our proposed branding program. A successful branding initiative requires a total immersion. The selected look should be reflected in all the materials developed for the Kent Events Center. I J i C 471 on7007 Recruest for Proposal - Building Operator for the Kent Events Center — ba Puk�(ic �'elaticns i Generate free media exposure in local, stare and regional dailies, weeklies, industry, cultural newsletters, conventionlmeeting and travel trade publications, as well as radio and television. Develop a "Speaker Circuit" program utilizing various members of the staff to present at Rotary Clubs; various regional Chamber of Commerce; Neighborhood Committees; Cultural Associations, ' etc. "Sneak Peak" reception; "Inner Circle" membership gathering; potential client familiarization tour (EAMs); etc. Access SIVIG's comprehensive list and relationships with local and regional publications and electronic outlets to ensure maximum publicity. Advertising Utilize SMG's national, regional and local advertising contracts to provide extensive savings on paid advertising. Provide for image advertising during pre-opening and first six months period on a national, regional and local level. Position the facility with talent agents, promoters, and touring events as a "must play" venue. Direct Mail, E-mail and Telemarketing Utilize direct mail, e-mail and telemarketing as a cost effective method tool to reach both potential clients and attendees. SMG has developed an extensive e-mail database for individual consumers interested in attending j live-entertainment events. Develop various initiatives with strategic partners to access their constituents. Examples include; Venue Gourmet - a program with area restaurants to promote dinner and a show. Venue Concierge - a hotels promotion which offers prime seats for overnight guests. Venue Get-Away - creating package tours with hotels and motor-coach groups to enhance overnight visits to the City. Develop a monthly newsletter after the facility opens. Backstage Pass to Kent Events Center as the building approaches the grand opening and into the first year of operation to keep constituents informed of upcoming events and achievements. Publish Season Brochure with line up of first year events. Brochure will be geared to the regular Inner j Circle Members, Group Sales clients, and the individual consumer. Cr)Ilatera) Development of a contemporary, flexible logo design !or the facility. I } Integrate a message that communicates the future success of facility as an entertainment, cultural & community destination through all collateral pieces. Pieces to include brochures, newsletters, visual aids, stationery, business cards, and stock ad mats. Develop and distribute Technical Information and Specifications Users Guide to national and ' regional promoters and agents. i Website Develop a website that will become a primary location for the greater region to access information about:the facility. _1 Design a user-friendly interface that is cohesive, comprehensive and easy to navigate. Develop links to other organizations to build our brand on their already established brand. Ensure that website is included in all major search engines (Yahoo, Google, Altavista, MSN, etc.) t c g w u � jqqj �+` any e ¢ra This sample ad demonstrates the possibilities for driving name recognition and community awareness for the Kent Events Center. 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F;kkiE• tcost d"fdlHu t 9@u}iiak j ,� ` s'ry rt ct�x *•: S ,xi s .F " f {t k r { &Y Y f i F } 3R J * t✓ Ca ,S' ,}i i;h t fE r ,: s 1 OT kr}3sv °.J/ Abe '1M n o-xfl `i yr -2kkatiy -San ions xr td ,th fC u f ^�pp t V J ( 4 k t g k .t 1l_Y.�i�n`Cf"'. �qy f fr r X} t'�YW s, s t f 44V r"k- x r a rt< s D}4'k'!'}4 �,pig -f L f .„ F tk<. „} f F 1 1 fi; s ,v r SJL Also z si 4 x xrc, 43 ap '� *f C�.o cg},i'.,}. 3M�t t..k" &4 f i ... n,,,a ,, Fnr }ii" (CNint Fvan,"< CpnlPr ._ fi�i E � N€hrk rimy Plan Goals and Action Plan Shown below are goals and action plans that would be.-used as guidelines for development of a successful Marketing i Plan for the Kent Events Center. s t4t off # z z CV,)al: ?4 r atrt I To maximize usage of the Kent r tra aua, �-r Events Center. � � Action Plan: * % Vs�'' Increase bookings and use- f ' days of all event types (public N and private) at the Kent Events Center while diversifying programming to reflect the dynamic nature of the Kent community. Identify under-served segments of the market and create programming opportunities. 1 Coal: Keep industry professionals informed about open dates at the Kent Events Center. ,fiction Flan: Publish and distribute via e-mail bi-weekly venue availability calendar to promoters, agents and managers. More than 100 agents, promoters, managers and other industry personnel will receive updated listings of venue availabilities. This simple process will result in dozens of additional bookings and literally keeps the venue on industry executive's desks and in their thoughts. In addition to these electronic updates via e-mail and fax, our responsible bookings efforts will continue not to rely exclusively on prornotedpresenter relationships alone, but also at the artist management and agency levels such that the Kent Events Center is thought of 'first for area plays without reliance on promoter decision making. C:loal: - Maintain a high level of positive public awareness of the Kent Events Center. Action Plan: r� Develop stung relationships with media partners throuc}h the distribution of press releases, event calendars, newsletters, website and the Kent Event Centet's Hotline. � I Distribute the Arena's annual Season Brochure to patrons and arts supporters in the market. C;c�al: Diversify bookings and programming S E-,Gr.lon Dian: Ensure that programming represent,the diversity of the community while maintaining artistic integrity of the Kent Events Center, which should not be compromised for the sole purpose of increasing occupancy. }0zoo7 Request for Proposal - Building Operator for the Kent Events Center — 69 { 1¢ y "gnu}, � a l 5 Secure advertising in entertainment industry publications to drive bookings to the Kent Events Center, Acdon Plan: Develop advertising insertion schedule for Variety, Pollstar and Billboard magazines. C:;r)aI I 11 Develop professional relationships with new presenters, creating opportunities with regional promoters while maintaining current relationships with longtime presenters. Action Plan: - Attend industry related conventions and tradeshows such as Arcs Presenters (APAP), iE3A and Concert Industry Consortium. Participate in SMG sponsored TAM Trip' to Los Angeles, New York City, and Nashville to meet with booking agents. ® Host industry related events and business meetings at the Kent Events Center. Further develop the "technical information" page on the Kent Events Center's website, providing current and potential presenters with the Kent Event Center's full building specifications. Goal: Use resources available through SMG Entertainment to co-produce and develop new events and attractions'within the entertainment industry for the Kent Events Center. Action Flan: a Maintain ongoing contact with SMG Entertainment executives. ® Cultivate SMG/Regional promoter partnerships. i As a further assurance of continued support in providing content for our entertainment and arts facilities, SMG has established a national booking partnership with many promoters including AEG, Live Nation and Jam Productions. Participate in monthly Kent Events Center conference call. Goal: u Develop new audiences. i + Aci:ion Plan: I Create an "Audience Development Task Force" to meet with representatives from major arts organizations in the community and local/regional presenters to share resources and identify potential arts patrons. i i .'$' of ?D � I r.'1 l a l. '. 1 Nast a Croup Sales Summit. Action Han: Meet with group sales representatives from major arts organizations to share resources and identify potential groups. �. Goal: r Target younger audience to build long term support at the Kent Events Center. t1.t_' ion Plan: Contact local high schools with event information. Create student discount offers. Utilize non-traditional advertising such as outdoor and electronic media. Create internet contests for free tickets. Develop a Kent Events Center scholarship program. Goal: a Maximize exposure of the venue and its events by integrating marketing efforts with those of the presenters. Action Flan: i Assist presenters by maintaining an updated database of essential print, radio, television and electronic media. Buy media on behalf or the Kent Events Center presenters through pre-paid advertising to allow presenters to take advantage of competitive pricing available to the Kent Events Center. Provide market expertise to presenters at the venue to ensure a successful event. a i II } > I i , 0_oor Request for Proposal - Building Operator for the Kent Events Center - 71 Jhiry Operations j # hY �.11) ration'' Philosophy $� � x �� s,c 1 �'n+`' ' �`' is✓��'`�'�t°� i 41, -IMiG places significant emphasis on developing - r t_<t at and maintaining a �professional staff and . P operating approach. Our operating plans have the following mall} goals: uVva oration, appearance r Ta enhance the o > � P pP [ r h p and reputation of the facility " ' ' r + J J Y k { 3 r x s' S To use its resources efficiently while � a t adopting and maintaining tight cost p WI control procedures y ,,. To extend the life span of the €naterials and equipment + rMV I P `r`a s provide g To rovide the highest levels of custome. i� &a R �.;r `,-.^ s:>_ sr"az?,f service To achieve the desired financial results of the client Our on-site management tearn will be involved r �ku st x r}x y in all aspects of the facility's events including � g r x r € planning and coordination of services aridt ¢x technical requirements. This will include, but notg rf° r' w t necessarily be limited to: s. •+5 4°air s' :k'F`s�"x` ar Coordination and oversight o ss4a or ° 5+ a lU ry �subcontractors and show labor 4 „+ Event set up and teardownt r its x! r cs Utility service delivery and collection Temporary event staffing ='En �t r '" 2 s +L Security and crowd management k e Event settlement Safety and emergency responsiveness Ours is a hands-on management approach. We will maintain a "Manager-on-Duty" program that will assign a senior manager to be on the floor at all times during the set-up, teardown, and whenever the public is in the building. His/her responsibility will be.to serve as the primary client contact, and observe all aspects of facility operations and staff activity during their shift. + i I } I + 72 i Operations 'z.,, x3k .� $ s� n ,i.*z & 2 �}*, `¢ h ti / t Services ,kz"-,` `` �. (-7 -'Sc1..tilt)}1S/ 1�E'f'!4 = ra4 « r ¢ } p The Operations Department is responsible Fsg. 8a=S N' .i' 'n-xm s ti for establishinnn standards in the areas of ex r {k ,zr tr facility and plant maintenance Specific r services include site maintenance, Utility fa,x services, housekeeping, FF&E coordination, §N4 ' equipment maintenance telecommunication � � I services, parking, HW,C,exterior landscaping u r z ts �� ti; T r yz�i coordination with the client; OSHA compliance gaff , r r"v k •' �,rtau € z r� 3 t i and review, labor relations, and emergency plan adi ninistration.The Operations Department also OVEISeP_S all third party i. a contracts and WIII also be InVOIU@d In any ongoing capital expenditure projects for the facility and/or its tenants• Our on-site Event Services Department is involved in all aspects of the facility's events including planning, coordination and technical requirements. With the General Manager, the staff develops service rate schedules, energy management, oversees event set-up and tear down, staffing, security, crowd management and event settlement. Our event staff is also responsible for coordinating activities with outside contractors. Our Event Services Managers offer experience and a high level of professionalism and utilize an event services system based on attention to detail, a thorough knowledge of the customer's needs and the ability to anticipate and satisfy the needs of the customer in an accurate and timely manner. SMG professionals understand the various needs of all manner of tenants and utilize SMG tools and the experience oFtheir peers in other cities to successfully meet their needs. Above all, our team carries out their responsibilities with honesty and integrity. J SI` IG Operations Development Depart.inent Our Operations Development Department conducts periodic operational audits reviewing every aspect of facility operations. We review the facilities and make recommendations on policies and procedures, operating standards and guidelines. Our Operations Development Department also assists in the preparation of Hve- year capital programs at each facility. We wort:with the local staff and owner to ensure proper planning 'for all capital purchases. Keeping pro er fplanning in mind, StAG's Operations Development Department has instituted a "national pricing" program in which we purchase items based on our capital budget projections. This allows us to plan effectively and purchase items with leverage through an increased buying power. I The prograrn includes the following: Software that provides documented scheduled maintenance procedures, detailed reports that update equipment and maintenance status, uniformed reporting and tracking, and operational support by SMG corporate and our partner Standardized level of maintenance and engineering training programs Single source responsibility for all facilities Complete inventory and asset list rl Assurance that all third-party vendors meet SMG's stringent requirements for service i CW—r,-)©zoov Request for Proposal - Building Operator for the Kent Events Center -- 73 I IL 0. n raj Z-1 v erg gy �g �± ry3p I 4R . �a � o SMG began its food and beverage operations in 1983 at the Moscone Center in San Francisco. Quality food and beverage combined with impeccable service became the credo for all Savor.... Catering by SMG locations. Savor.... Catering by SMG versatility is evident in elaborate catering events or public venue events, In every one of our locations, from arenas and stadiums, to convention centers and theaters, Savor.... Catering by SMG is a proven recipe. Food and Beverage IDiv'isicrn ,_ A Powerful Resource Savor... Catering by SMG ensures that only the finest quality food and service is provided within its managed r'acilities. As a prernier food service operator, Savor... Catering by SMG: Is innovative in its appioach, incorporating the ambiance and flavor of each unique destination a Establishes policies which enhance the food service operation, and ultimately the customer's experience at a facility Provides quality dining options for all visitors, guests and staff Caters to the visitor with professional, warm, hospitable service r Constantly reviews, analyzes and updates menus, presentations, and competitor prices I Establishes and maintains control overall aspects of the food service operation j r Savor... Catering by SMG has food and beverage service at 00 locations worldwide. j ST ,,+�,s 14, s "s F ,r ¢ t g '. ,�„�r sou t r b twl 'ts yPr .`, .c yr sz u S z sty - fi 4 � 4 - a r• e �R�t" =Xs. � ..k't'f #y �- r`r `�' l� -_�, ,r ��n s�r v(, ;'`"� Y� vti � � s 4�, tYx " � 'v p� � _'� dil• to-;ri i i,�t; p � r)tJ( r Catering Il` y SlIVIG j � c�:s'c�ral. ���rac�c� and ��oveI'a( e CH(-')nt: rionas/Thce ate rs -A seats Ford Center(Oklahoma City, OK) 20,000 Puerto Rico Convention Center 152,000 j Manchester Evening News Arena (UK) 19,500 World Trade Center(Mexico) 135,000 Cox Business Services Arena 15,000 Knoxville Convention Center '120,000 Iowa State Center 14,866 Rhode Island Convention Center 100,000 i 1st Mariner Arena (Baltimore, MD) 14,096 Savannah Int'I Trade and Conv. Center 100,000 Long teach Sports Arena 14,000 Moscone West 99,000 VVolstein Center(Cleveland, OH) 14,000 Shreveport Convention Center 95,000 Richmond Coliseum 13,553 Ontario Convention Center 90,000 Konig-Pilsener Arena (Germany) 12,655 El Paso Convention Center 80,000 Roberts Stadium (Evansville, IN) 12,500 Meadowlands Exposition Center 61,000 Century7el Center (Bossier City, LA) 12,400 Osceola Heritage Park 49,000 Van Andel Arena (Grand Rapids, MI) 12,100 William Egan Civic and Conv. Center 45,000 Baton Rouge River Center 11,800 Convention Center 38,000 Big Sandy Superstore Arena 11,000 Lynnwood Convention Center 17,000 Metroradio Arena (UK) 11,000 "!"heaters 4P seats Laredo Arena 10,000 Ford Park 13,000 Florence City/County Arena '10,000 Bill Graham Civic Auditorium 7,000 Pensacola Civic Center 9,200 Alaska Center for the Performing Arts 4,800 Sovereign Center Arena 9,000 Long Beach Terrace Theater 3,000 r Sullivan Arena 8,935 2,000 Oslo Spektrum (Norway) 8,500 Preston Guild Hall (UI<) Saenger Theater 1,800 } Sioux Falls Arena 8,000 The Riverfront, Newport (UK) 490 The Dow Event Center 7,600 Pershing Auditorium .7,500 Qiher Montana Expo Park 7,200 Aquarium of the Pacific Carlson Center 6,500 Championship Off Road Racing i Hershey Centre 5,500 Emergency Relief Service Five Flags Center 5,200 Honda Grand Prix of 5t. Petersburg Houston Astros Spring Training Cyr rtt e�Et'i;It7rt w c.,nters 9:-1 i'L. Jepson Ccnte/Telfair Museum of Art Moscone Center 742,000 Rye Airfield Carolina First Center 368,000 Toyota Grand Prix of Long Beach Long Beach Convention Cent( 225,000 Hawaii Convention Center 200,000 I (jWr?[>©2oo7 Request for Proposal - Building Operator for the Kent Events Center -- 75 Savac... Catering by SMG Service approach to catering, cornbines impeccable service with finest quality food and beverage to create unparalleled catered events. Our attention to detail and customized menu design is a proven recipe for catered events from 10 to 10,000. Our success in catering is in our ingredients_ ° Creative themes Customer service training m ,x �I , ° (\Menu customization Meeting customer budgets ° Certified Executive Chefs "Fine Dining" approach to catering tk f � ' �f� � � j I Cla .E3E"lnq "(:YeL:iai`its SMG's Food and Beverage Services ensures that the .' 'I", foodr,:��' sr 4�;�"Ik k 41 ab food experience is a memorable component of the d # a s $r r entire event. �, x a r4xt � i 6 Presentation and flexibility ° Surpass CII(:ntS expectations III "kk " Maximize revenue 4r ". '.a5 'r` c .v.i.r.,i ° Highest quality products Cutting edge concepts ' � SMG catered events are "everywhere." Some of our r Clients include: ° Democratic National Convention ` i e P20pleSOftxi ,�£ w,A x41 r:- 1;Nr t c J' I, t s Microsoftx� "r'" 3,X a " ° Super Bowl Commissioners Party R" +aok},* t„n„ National Governors Conference bx"�,+ "i ' * ' - ✓" x{ h i `d r r*' ai ,tom + Toyota Grand Prixz + ° Gr7vily Game J t ' kFU' tl �t�fr'� ' {�. + ( nt ` iu fff t C+f �i %'cM1 � t 4) �' + s e�x,+} tot -,7A 2 -Rtp 3. ,} fv ,`r ?X 4 rf � 4 ti rizFiS'xS 'n i F. Ii �.- �8 ' IM r s t o I p:ood ;aCi ] }ralelteY'age Operational u`'r -a iices The following provides an overview of the quality service approach associated with SMG's in-house food and beverage management: Maximizing Points of Sale € f x {{y Quality Dining Op'rl Of15 Enhancing Product Quality and !appearance 6�et trt r � t' � ,� Policies and Procedures z Branded Product Recognition - ram � € o Benchmarking I � s'a Food -I}endResearchlU Ma drnize Net Operating Profit } Gorcessivn �r Our approach to concession sales is simple: Offer great quality � � ,�� y �� Zx ':St 'I+:'Y-+ytC ,v14 7 Rr ry 'y' ' and great service, all the time. eY .+. s F"'SK r�N-, Attention to Detail d s t ° Freshness and Variety y tt to-!,t fi Local and Regional Food Products ' 1 ro Uniforms and Flane tags for Employees :x �x�,� + •,r a c t t`. ,x Y t0a } n Decor, Props and Backdrops Mobile Cart Proc rangy t Customized Menu Product i $ 7>_ `t 1 sStY r¢ >rs, ly rvt .{ 4 t J- s J ` e `"•T S,, ep x kk t J ',�� e V. L7 ..t<u>t 4lr . Y f } ( a, r x * i � 11. z' NT o ;" x t it. .( r 't � � `t +-,&Ay� rt t Y t. e 1� { r �r itr il` y YI'' apkp S rAll L r i'T4 3t w '#P,rt y 1 �. e > L f. t x`• xr zd � �'�,L;* Y��" t ;i€�«.dv )s �s� z; 'k rr'r } f ' 1� rrZn Y r { =r L x Yiw.a w. t a,,y? r _L b eppY r t� ;.s iN, y � I t s r r } S t 4 Y r r .___-... � ( ozoo7 Requesi for Proposal - Building Operator for the Kenr Events Center 77 f r,WQ � 1 We thoroughly investigate all opportunities for local, regional and national branded products. Out- relationships and brand familiarity encourage sales and drive per capita spending. Starbucks Coffee sm s ^ Dippin Dots ° COCA-Cola Carvel Ice Cream r< peps( JS- a a Dominors Pizza c:; Boardwalk Fries f afE') Ip teciaNsts. 5„ rg x r ro � R {^ $ua {er"t1 '' '&.# { Y �u i ' I ft f # ye.e3r {�y.- t '+tr s 4yk.�,, �`,rim.Esr s Our approach t6 concession Sa12S IS SinlplE ; ` t 6''M t Offer great quality and great service, all the time. pt ?t rvrlF f" ;mttu 3xx�jrd.w `I*,an, Wit J x.ptr r32'i}i tiF mix#- .Ee f Attention t0 Detail a Freshness and Variety a Local and Regional hood Products r xN � 2 t z- ¢,s"y 'e J T i rc' Sf XA`3t x£3" ,�.'. } �.. gq•„*ri' Uniforms and [dame tags for Employees _ 4 � ® D2cor, Props and Backdrops I • Mobile Cart Program e� ; Customized Menu Products (—.c-'a rt/K6ctsk S eJC<iallCr I We thoroughly investigate all opportunities for maximizing revenue and providing pailOnS With quick high quality'IOOd tE''Iris. * t'Alf, /-� t f `i * JR kJ L r r}g p xr?r' s st f 114, x n 5 s F a,k r c } sit r e r xl ras r° qx - I 5 A s f x xr r t#ai� € } ;r,v r fif t am a n,. k 29 v Ii { x tr n a tr�� xx cur x f x z4 ¢ i A 7 sjtf J sxi ux" F rf �, "ls z,t a rt ��� c # i t 3G�is l to a-x 6,1,6_y i t+ 1f A{^a t`¢rttr fJ11 12 Nil w MMI Do ?Y�,k. 8 F" i y 1 �` H� ,ga •z3w .z3R�*.ffi �'s-.ra �.�3n .F'„u.-.�a ""Orr('(-)SsionArid Food Mecanage1"d`€E'n Savor... Catering by SMG provides concession service in more than 60 locations throughout the United States, Canada and Europe. Our approach to each operation is focused around quality and impeccable service with a customized plan for each unique operation. lbrie:iri � j SMG conducts pricing surveys in the community in which we operate. Numerous factors are considered in our pricing strategy. Surrounding venues, local and regional products and griality of product are same of the areas considered as we design our menu and pricing. Prof HUI_cass An in-house operation provides the flexibility to provide food and beverage and determine the level of profit that is acceptable. Savor... Catering by SMG realizes that a food and beverage operation is an important source of income. We rnaxirnize our profitability while rernaining cognizant of the customer perception and overall event experience. � Operating prcacedures Each SMG food and beverage operation is supported by customer service training, food safety training and alcohol awareness procedures. Our attention to detail and dedication of the on-site F&B Director results in a successful operation. Delivery Methods SMG provides all of our locations with technology and Point of Sale tools That result in expedient customer service. Our concession training procedures create fresh product delivered to the customer. This approach has generated consistent increase in patron-spending and an enhanced event experience. Q.uafity,and Varie('y rr From the simplistic hot dog, popcorn ,and beer-to charcuteries and Chardonnay, SMG concession operations provide something for every patron. Each location involves tastes from the community and around the world. We understand the food experience and each location is dedicated to deliver that experience. j i � r G 3 xV X4 e �7xc G,e A �t i ,r�= ct ✓ 5 x Nr d alb.-{ _ 3 k� f G yA tk t 1 5 sy Y r r,! r a r ". �>�zooi Request far Pi a1 Building Operator for the Kent E ent Center — !r? i va(§ iw l�� z.1y�t jL ) 3, ,'f£,J4 9�✓ �t a� $�r�A �.t'� "i�^7 Fr'""��1�^�R � 9r � F i } II The success of any food and beverage operation is the people that execute on a daily basis and achieve the vision of the facility. Savor.... Catering by SMG has an existing operation that will be the anchor for all of our hurnan resource training, hiring and staffing needs of the facility. All Savor.... Catering by SMG locations open"are With the SUpporeof our cor orate trainin o rarrrs uFF P gP g IM r in customer service and qualitytx assurance. The more than 60 food and beverage locations managed ht 'xx , -� € h�a� � s ' ,h v} e w' s k +i�' by SMG create a supportstructcircr sir ,fit £*r°s 10 allow an event of any Si72 t0 62sif£'"_'' fIaWIeSSI executed. �tt_?*x Our training programs include Ns` . rh..- , *, Banquet service training s M, d , - t Culinary training f } s X g a xa c r � ,�w Customer service training I�rh'��-r,�t k� F yd(( ^+ +� �..k � .r ao-k r �a 3 4 ,� s a vY ay�a 1 SkSt =t F +t F r �a � �,"��? t Food safety training r ® Alcohol awareness training i Concessions r Concession workers will be 'trained to greet and welcome every guest with a smile and best wishes r to enjoy the event they are attending. This simple effort will reflect a positive experience `ror our guests. By training and developing our staff and recognizing job performance, our employees will exhibit job excellence through their,job pride and that satisfaction will flow to our guests. C atefiI, t���tt� Bancluc-As To establish ongoing forums with wait-staff which will build a good relationship with the food and beverage staff. This will enable us to enhance our service and guest relations. i C By training and developing our staff and recognizing job perh-mnance, our employees will reflect job i excellence through their job pride and satisfaction which will benefit our guests. Our training manual r will benefit our wait-staff in proper dining room rri.icluette and overall custom r service. l 0 Con srsntsupervision and evaluation of our wait:-staff will bring forth a new and exciting atmosphere to our facility. SMG will continuously strive to properly prepare our waif for all event; in an effort to raise tine r profile of the facility and its staff as the finest in the area. The constant supervision of a professional Food and [3ever r to Director for our staff will reflect upon our everyday presentation of buffet setups, fable settings and Hie final detailing that has been i overlooked in the past. ass I � Post-Event Follow-Up Plan At the end of each Brent, Savor... Catering by 5MG will .send out a Food and Service Post Event Evaluation to the client; This valuable too/ allows us the opportunity to constantly review and re- evaluate our levels of service and quality to ensure ongoing customer satisfaction and repeat business. j in addition, with the client's permission, we can combine the evaluations into a bound format that can be used to further promote the facility as a prerniere destination for any social event. - 1 SMG Food&Beveraga i Your Facility nutne t.;P 4�„v ,i,� fe ra tll3v Post Event hvaflaotinn xr is k5' � „-�'r pit -rt° t�'j Y{ l� 1�f� nrank y��u Sssr allowing LL'tn as<.c[whh your ev%=nt You:Uµuit ur rn tvalrraiYin i rR 5 r /-�i"rj},"F."ttt• � i r :.ort or to rrur ronstarR etinrts to pro»de worldokcs anrvs.e fo oury ' Va,er Y ulI .[ si rhouf our food&bsve ,eservicx.0,,4,4 IrprV•l s 1 - 11, 4 #P P1aa�.P111M.11. ( 11 f ynnrtrta 5-6celiant 2-Go J 3-ft�•eraAe A-your dr l t O �/ � I fr " tXjj Y�LkU • Xrspr�.l (. III 1 IPI Pl P Your uvenl ) . —j ��']��,+"� � nr � 0 D r u -,,, �yJ vrt yd for cI, 0 -1 t 1,0` I_— LJ El FA ID *i33'7y,� J� +l OunlltY ul(nas d. Cf U LJ T n Dire lYuta„rrcx n u 0 n j I J Y"tJ .�` flnnnlr.. IAPP t.<d Pr[tev�raoe0 rluri. L} _,� I� F fi 4 �' • *h3. -�e 4r aIIfS'tAir 1 ralf I j E Ij 0 I 1 I_.l 0 171 ` • r ffRvA I'.tl �.� Addn:o I or Le I a i [in cr Irc t v s i Az r1, ti -- � Is .� 1 p 02007 Request for Proposal - Building Operator for the Kent Events Center — �1 g� a kr� r' i'L i()[ � air} I� �l flk14 67h h7 ", C " IG s Food) ,'� 1�� � r � r r' ��_ r�� Savor... Catering by SMG's Food and Beverage Division ensures that only the finest quality food and service is provided vvithin its managed facilities. This is accomplished by placing an emphasis on freshness, quality, and customer service. In addition, Savor... Catering by SMG pays particular attention to detail in the presentation of its service, making sure that its menu selections and decor reflect i_he surrounding region.Savor... Catering by SMG's Food and Beverage operational plan incorporates the following key support services: j Stanraards and Merchandising I Research menu items Adapt menus to local products/cuisine i ' Creative merchandising if ( { p p ggUi 1'4i �tay - training Prowarris e Serve Safe HACCP implementation I p3t '7r `£ TIPS alcohol program rG e Fe }c sz xra ID and Wrist banding r{ r},k3r $ , OSHA safety training _ 3t , ry p 'r - b d r i :z rf Fiscal Control and �YCi=Couni:abilit�l aV [ � 3',rrEa 3, xrt• �� ''.y„ �;" . k � fr.,s` t ca IJ 4,51•XAa 1 �d. t ✓' r xr € B Inventory systems - if Event summary i Vault to r*" >jg. H" �mi ' �•€ 'ti s v x s g �'at ,��4, �"` �z} � : �� �"' a L k !/ 3✓sa s fk "m � ' ` 1 ° Product cost analysis I � Monthly financial reports F sr�Cr ,.�. ,g•n x rra �r x r*. Real time credit card processing s Capital equipment inventory + s � '''`s .�,,,}rT� 1 �• a�,{sj t�' r .' r e t .' Cash reconciliation Vk a ? - 3a h t..a zak �'J` f 5xp rtai' i_r �°r xC r'sx Systerri [Develop'trienC �• State-of-the-art food service methods Automated food service systems .£r Analysis of operations p y p ;i je°i$\�g 11ekAlI)C" GAM-ali`JGt_?YBftnG Netwoikof Internal information " �ilGl 4; a" Van AntralAreii 14 Purchasing and DktribUtiOn 13 Qualify local suppliers ° U Purchasing specifications Market data and projections i w VOlume incentive purchasing t Meittorir'ic Local food bank donations pp Disaster relief assistance Community involvement '.�. Intern sponsorship �•- _ --__—_ I z i Aif - t � Savor... Catering by SMG's commitment to responsible alcohol service goes above standard TIPS orl'G4M training. We identify each event and implement necessary controls to protect the facility and reduce liability or potential harm to patrons. � I 2 alcoholic drinks per customer per transaction. Proof identification of 21 years of age for each transaction. t No service to visibly intoxicated persons. Discontinuance of service at pre-determined times set by facility management. Manager/Supervisor staff on-site for any alcohol event. Promoter/Show Manager briefed on SMG alcohol policies. Proper signage informing patron of reports when applicable/warnings of consuming alcohol. Ye IIow t All procedures included in Green and the following additional procedures. 1 Alcohol Awareness Supervisor per 8 locations serving alcohol. Alcohol Awareness SlupervisnF (AAS)— responsible for identifying intoxicated patrons, server violations, underage drinking. Security of facility trained and instructed on how to notify Alcohol Awareness Supervisor if violations or incidents occur. ® Proper documentation and discipline of any server of alcohol violating policy and procedures. Alcohol shut-off times pre-determined and adjusted as necessary by management throughout event. " Routine "test" of serving procedures by a Mystery Shopper-this should be arranged at:various i events throughout the year but is not mandatory for all yellow events Red All procedures in Green and Yellow with the following additions/modifications. 1 Alcohol Awareness Supervisor per 5 locations serving alcohol. Wristbanding for all patrons drinking alcohol. Wristbands may be issued at separate stations, however, ID should be re-checked at point of sale each time a sale occurs. Security of ar-ility increased perfacili'ty event management criteria. t^ All visibly intoxicated persons refused service and all AAS . notified of specific "cut-off" people to i prevent further service. Highest level of disciplinary action if server violates "drink per transaction" limit during Red event. Internal "mystery shoppers" monitoring patrons and servers to document that program is being properly implemented. AtId8�6eCal Options r3t ico " u° Avvaretwss « Beer Gardens- create alcohol service areas that are partitioned and have a separate entrance with ID checking and wristbanding. A patron must consume alcohol in the service area and cannot take the alcohol out of the area. 1 drink per patron per transaction. Ejection of any visibly intoxicated person from the facility-this action .should be coordinated with facility management and security to avoid further complications, " Beer and Wine service only- no spirits. e Earlier times for shutoff of alcohol service. Ilf®-)©2ao7 Recquesi For Proposal - Building Operator for the Kent Events C en'te 13�:, ( t //t .p ..3� 1q - 1x3a #Is `C Y t ii; d�i� 81ts �' ` �,'s ti.C,id+t a �461 F t -x i No Alcohol service. i Increase of local police presence. Alcohol Awareness refresher course completion for all servers (must have attended in the past year) prior to working the Red event. Gt,&edoHncxs -ror Serlfir8q Alcohol r 4¢ �xC✓r x s>y$6�frx f �rF } t :. ,..t fx s *5„r'J 4';, .r," 7rl'5 IX f To comply with responsible alcohol management principles when serving adult beverages, Savor... Catering by SMG developed a "Guidelines for Serving Alcohol" manual. This detailed dOCUmeni,atlon provides a comprehensive overview for properly serving alcoholic beverages. This document will be available to the facility management, bartenders, wait-staff and all those who are responsible for serving alcohol. We believe that proper education of our staff regarding the use of alcohol is essential for our business. Some of the topics included in our manual are: Service Permit/Application Training Standards m Service Duration i Patron Services i Service Requirements a Safe Transportation G Checking IDs i m Risl< Management i w Community Support: and Feedback Signage/Messages i ' I 1 II i _I i r�fG �,.�[iuf xr•:7 i"rf f Gr .yi I All Savor Catering by SMG Food and [leverage accounts maintain the highest standard of food safety. A biannual audit is conducted at all of our locations and a monthly follow-up is conducted by the on-site Food and Beverage Director. The following areas are thoroughly investigated in all Savor... Catering by SMG Food and Beverage audits. Personnel Aaadt tY tat, n . Frozen Storage , Employee Health toonsntErYAtnatr F Chemical StorageI men: .— . DA,e: — - Hand washing Th.rood6fty Ala is so�do grsrolfol d u ,--,Y six monibe by bt f2 ➢ n l IA n y G I N.. ➢ - d S m D i r ih r m rob < en otd�e Uni[M n STe. m - R.Utensil Storage n2pm Tleb It rtT-r I tl I d iha to f dy Ir-I s l _ _- SM6 Fotl rd Bevs ogeF JSafaly P.an.e rd ossish ih.slat mahidr nQasafe and anilary envimnmenL +C �• Gloves a yz D Food Preparation CNYl2DiJI tCNTAL 5(AtJDAFEb 'P.9Ef NOT f.9R COMMEfITs { ry a. SUP S a Wast5etl in # Uniforms sERvsAFE r qur agent, u ® cOoh(nn h. S rpsrPii.bcunen0No mb"ted SFRVEirei . tYear utter r SF.RVE_9AFE. �y; Personal Hygiene r c Ilnoem ' f foodh d 0 0 Cooling n D Food d. U.oirpi y s 1.1ossied in ss%tl '-' roles d r p ll:Gore,and safe work pos iic a dpma+tlures is 4..a a Display/Serving of food prey ntW- h ni)odes h'. S a t EMPLbYr£ D Receiving a. Llpon His,empbyees tecdve )'a 'rodhe hesM exam in a..cordanca _,' m Leftovers "" ' "p' y f F Fmpl y urveillanre romts on '� i D Storage bsodb dWisodl p&t tJ Ahai tY s i H Ice Hh4D`Jfr SHINC x _ __ - f; t� Cmpby tf hh. ds froquenlly ,y cD1Ah5eMS f © Dry Storage and follrav p•operpmcadmas � _ ' b Nand ra I ➢ v i rypmi ty 35 "A is F(ryU( ment ayripp t O h V duvet r sop 'i p handdy{gtl to 'rrlssflbs a� w Nallbm h Jibi �) Refrigerated Storage . ? Food Contact Services m pci t.lUf ready m-caf h ds w fcno�Y at 2gnbn no(vMer *, Ware Washing 99k Q x b. Nifosd ssrvers rirsr 9lotr_s. e. Wo<Sers vssh hands before put➢ng ( ox gloves d D>pasabla b, mod(or one psryose only 5 D'sposti ql u:n r+hen I e crrsppiny ih+r �. eg r uelroFEms - r B .goy 'ry'isdp 'ems I end. .at.PP ssrsrc=1 all ilmes. 1 h Nof ✓Iryo,r,b.t n 'r nrs, llh Ih x plbn of a watchand a pin n bend. ( c. Halrrueirnints must be vnxn by all ( f000d�roduction and food service PFP.90NALIIYrik I — a FaUng dr Ir. I'd utr➢t barco sd€ In Ar_dgnaled arms only. trey. b W trd ,1h,h J mutba d- and brnd, d .A revered I nlh tut R at 1-p aLl=yinv�s t C�AJW)02007 Request for Proposal - Building Operator for the Kent Events Center — 8 i ,r ] iii, 1 ., ._, $\�`i«ata's'hr � irJCtC:€s r t Hrr. Cr^Fji :ff��f f P ?: 6 i' 9 Cie :' aar, k,:l; (`Iir,,'r.,,I1 ' 'f"t,E lii`;fIT fat,e `:rr SiVIG understands that the facilities we are entrusted with have assets that need to be preserved and maintained properly in a cost-effective manner. Given this responsibility, SMG has developed F = � a proprietary software program, SMG Smart f I//pk �� ' 3 Maintenance, which is implemented at all � �" � � ,f SMG-managed venues. This program is specific and unique to the industry and r't< her , `r ; .. allows our venue staffs to completely organize and automate their preventive maintenance program. This in-depth database of product information, operational procedures and standards, as well as troubleshooting tools ensure all SMG-managed facilities-' "back-of-house" operations receive proper attention. Through the implementation of the proprietary Smart Maintenance program,the operation of facility equipment and plant systems will be maintained at the highest standards. The kt r f u 5 i guidelines address: Furniture, Flxtl.ires and Equipment � �� `"y r"` :... xr I- K SI Life Safety Systems Building Features and Structural Systems Disp osal v, " r e� , ' ' r , v HVACIRefrigeration Systems -XI xt a General Maintenance } " Mechanical, Electrical and Plumbing UT * Fire Protection Systems € `. t Other areas to be included which may be under warranty or r subcontract: a Roof Inspections Elevators and Escalators Exterior Cleaning ExiL/Entrance Door, i .. i " Fire Sprinkler Expansion Joints x� Exterior Irrigation Each department(electrical, plumbing, HVAC, etc.) will be responsible for providing a summary of all preventative maintenance tasks completed within a monthly cycle.T hese surnrnaries will include both completed and non-completed tasks or work orders to formulate the "Ouart.erly Maintenance Report." Copies of the report will be distributed to the General Manager, Director of Operations, Chief Engineer, and the appropriate representatives of the State as determined by the contract adnriinistratoi. i I (5MC Srna Maintenance Main Wage) 7 �r O , . 2 r4 _ F-rom [his page,er we store critical - r p ylr7�.�� prl'(ormation for the operationlupkeer� If .. . 3�., �. -.�{rr, 7 r Of the fa Cl ll ty's Capital assets. { t 4 t� rAt s `:,, -T L``ffl (Sample of work order) s Y: 1,�work com letcd wor screen allows k u r is create 'the m d e ra ogr s.s and regrew - 4 1 k by staff roember. It also :r lists project cost and inaEefrats used so as to provide inventory triggers, - M 1 t 1 � : � r— � f f t J• r�M y (Sample of Informational Worksheet) _ 3 Ire This Screen allows the user to lnpu�t t ) s t all crlt lc3l e(�'l)fpment information for' quick reference. It also provides a visuale. Jc 2 repr niatlon of the capital asset` as well -j ' rt�z Lt es t { Y§ l lI �i a} �*�' 4 � � Yr as a digital link to blueprints and specs.- � L J £�:` 4 v X"^ . wit r f. p _ h5fu - TY i"}C�2007 Rertuest for Proposal - Buildin.q Operator for the Kent Events Center - 87 ' �` , :tJ�iiiA 'f' �.���(xt?f'�"� t�"�a�✓� �F�'1'i�'�� ��> All SIUIG facilities are maintained in a sanitary and attractive condition. To this end, all staffing levels will be continuously reviewed and all necessary supplies and equipment:will be provided on-site. The custodial staff will receive direction and supervision in the performance of its tasks at all times. There will be an active in-service training program to increase effectiveness and to introduce new products and methods. In addition to routine cleaning procedures, more extensive and thorough cleaning of buildings and equipment shall be scheduled for vacation periods, particularly during the summer. Maintaining a clean and orderly event driven building is not the sole responsibility of the custodian. All staff members need to be thoughtful and cooperative, not only in their own actions, but also in the assistance of developing standards and job habits with the patron in mind. Proper custodial practices are designed to ensure the best use of time, materials, equipment, and personnel. The procedures contained in our operations manuals are based upon past experiences with other carefully planned successful custodial programs. When put into practice, these procedures ensure maximum benefits in terms of appearance, economy, efficiency, cleanliness, safety and good health. HOLIsESkeepi4` g and t .i.€si:ridial SC.'s"viceS SMG's staff pays close attention to the details in developing and providing a comprehensive housekeeping and custodial services program. Year-round maintenance will include, but will not be limited to: Lobbies and Restrooms Exhibit Halls and Pre-function Areas Entrances Stairwells, Service Corridors, and Storage Rooms Exterior Spaces and Landscaping j £ F� Y, n ' :: OR 4, d y,-I'� t £ t I 6K �5fi '.F v.v .P'1.Y�4 R� .#'{+�.. n� .. •.Gi'.���',.w 3F$ t?ya i ivtsr 4rr�s ,°, i'�"e, �� `q A ,6) iG'ryw� .) rbsr-„J� �'?9F .a 4 I i @f )'�P 9C'f�Ei IFr 0€ 1f ' ,*� , ter`t �. rtt S IC aPPorrsproprietarys stems and rt �r� `r f _> £p , y1szfRt has exclusive relationships with softwr,re " ; 'r "PA providers who design technology = ' s specifically'ier SMG use. Proprietary SMG ` sxGsamaag revs 1r and rnnraK wfon hnnrew'lmg 1'.n gnad'ming systems Include: , ue w,ti< inC mionwpim"p M °ro ' S904 p°V F a0 1JNrs S`AG'v vast nt»al xcmur. n drxp ha�ccbpmv'bc u SMGBooking.corn—software wp mRud*s vsuazs SM6 m.oK +/p c kone'd ssnc dcd. �h Servx nenmvece iv,t6 uuasc lo'ail \G mamced fecffitict used by all General Managers to v er.,an Stnve to improve slatavwps with mosano p,>c, ivs u)0 scr};;rs control booking and scheduling, mdcva)op aw pms.mas wib KUc ororAY and ns� sto pit,rnc 6a '=S mutrip)c rmrkecs � The system is also designed as n. yawm�o�. an Informational tool, and allows rlp ooauct me with aay ttmmirnn or suggrs6nns. '+,'. i promoters and agents to look atasv venue availability for 100-t SMG x s ' venues. u Smart Main tC'.nance—prOpl'Ieta ry C r. ", s}* ".u�S'{ Ft Wr t r '•r r ^i'a r "x ,; �If J _t p tY e ry l ,MG designed software which allows our operations and maintenance managers :u - professional scheduling of maintenance, upgrades and repairs on arenaNP equipment. 1s ` lJcr W ) lVlanagernen'L ativ] or Assei p Jla n a erri ent itfl'- a re ,vy �5> (¢x�� �i� N� 4fa' P kY tl ';n +`a �t� ti'fl ik ,t � k Vital to SMG manage.rnent is the ability to care For and maintain your vital public entertainment facility asset. SMG has produced its own software for asset management which identifies crucial tirneframes and maintenance procedures to protect those operating systeYls. 1 j I 1 ) I l (TgM y`y©z007 Request for Proposal - Building Operator for the Kepi Events Center 89 I t r s ( I nr. 1 I�' jijt lr jsa{- '� irk , " " v,.; g' '3 ?^># 7391rA�r'? U `h 15'r; "i aa1 adt uN� 9 �� i`,"l4�lt i i In this day and age, our customers have the expectation that a public venue can offer the highest level of Safety and security. SMG has established a proven 7 nick record unmatched in the industry. In 2005 alone SMG managed facilities hosted 10,000 < events and attracted more than SO million patrons suers f �' r rx n 200 stadiums, conventions centers, arenas, z+fist k and performing arts centers. Security was of P J t'J vital importance In each and every one of these 10,000 events. SMG has extensive experience ; ' ' r ° in the largest and highest profile events such 4 as the 2002 Winter Olympics, 3 of the past A ��r _ Super Bowls, iVCAA Final Fours, and the 2002 t '{ ax�ar+ � rx srrs r„s ..="�a-fs t+" $r s"`�..F'u1'`. �4 4 ;<t �¢ 3 s $ t x Commonwealth Games. This unparalleled track ( fi ? #fit r �r *t t4 1 ; y record allows SING to apply the "best-in-class" standards and practices in the management orr the facilities It Is involved In. SMG constantly evaluates what steps the building's management is taking to ensure the safety of visitors, employees and the building itself. We. conduct threat assessments of physical structures and operational systems and procedures as is done at all SMG-managed facilities. This comprehensive survey identifies all potential weaknesses (structural or operational), and offers a step-by-step pIan to address these areas and assesses the financial cost implications of measures that are being recommended. } i In summary, SMG has developed a track record of successfully hosting customers at events in unequalled numbers, of unparalleled size and visibility, and has taken a proactive leadership role in developing best standards and practices for the venues it is involved in. This experience and expertise vvill be invaluable in maintaining a safe and secure facility for the community. Fire. trraci Life `.safety M anagoinerri SMG has implernenied a Fire and Life Safety Management Plan that includes the following: Floor plan approval procedures List of prohibited materials, processes and equipment- Guide for materials requiring flame-retardant treatment Policy regarding use of combustible materials i Policy regarding obstruction of exits, emergency equipment, etc. > Storage of(:rates and cartons 1 OSHA Programs 7 List of prohibited equipment and operations during set-up or tear-down List of materials, processes or equipment requiring special permits 1 Process by which promoter or exhibitor may receive special approval for equipment or process SMG has also developed a Crisis Communication Procedure Manual. Designed with executive level management staff in mind, it provides guidelines for effective communication with 'ihe media and public in crisis situations. Each manual is tailored to the needs and processes of the building. ! y (( tt ygyy and (� /' �krfAtiining a 1d e.ervi Q..(- 1 i ' fS a g to fl s; r'rr rYIQ.,fir.�� %i�'!� (?,t �`� 6✓Z_ry�r'I$ c;3 SI\alG's approach to the production of events is based on the knowledge that the Center's staff is the crucial link to a successful event.The professionalism and "can do" attitude of SMG personnel are the hallmark of our business and a key marketing advantage for the Kent Events Center in efforts to bring events to the community, I The SMG Management Credo speaks to our philosophy of excellence in service to our customers. Our Event ity te based is attention to detail, a st thorough knowlean accucrate and timely manner. SMG professionals onlals understand n<d the Services Managers offer experience and a high level of professionalism and utili7 an event services system e oF the nd and satisfy the needs or the customer in Y I � various needs of meeting planners and utilize SMG tools and the experience of their peers in other citiesto successfully meet their needs. r In order that we may offer the show rnanager, exhibitor, and attendee the "best-in-class" experience that they require, SMG implements a Total Services System. Designed to set standards of service for all SIAG-managed convention centers, the fetal Services System incorporates: o Event management systems o Event planning On the spot management: e Event management Network of information Event operations Web based access m Concierge services " Technological services���Event anaagc'V'i' eri SV5 Each SMG facility designs the event management systems based on the available database of information j available within the network of SMG facilities worldwide and tailors it to the needs of the facility and the events hosted there. SMG believes that the entire staff is part of the delivery of a duality experience to both the show manager and the attendee. All management personnel are included in a Ivitanager on Duty program that enables there to be a senior manager on site and available to ensure that the highest level of quality service is being provided and to address issues immediately as they arise. I No one in our industry has as much access to the depth of event information as SMG. Our network of I event management professionals routinely share information on the successful production of events in their j J respective facilities with their counterparts in other SMG managed facilities, this transference of information is invaluable in accelerating the learning curve for the facility staff on the unique nature and requirements of each event. } ------ ---- — )9)2007 Request for Proposal - Building Operator for the Kent Events Center - 91 SMG also has the unparalleled ability to bring oul:side resources to bear to assist with the successful production of an event: For high profile or high impact events,SMG will send a team of top professionals to support the site staff for that event. SMG will also regularly send staff from a facility to view an event at an STAG far ility prior to their hosting the event at their own Center loday's show manager expects to be able to access necessary infommation on the web without having to wait for hard copies to arrive in the mail. We can implement this strategy at the Kent Events Center with the ability � to access critical facility information such as floorplans, order forms and the event planning guide on the Center's web site. k I ft�ttt"iCtolR1(t�it.:at St?9'tfGc<-?50 SIVA seeks to set the standard for provisioning for data transmission in the industry.The key components that we strive to achieve in each facility are: Wireless internet access available in public_ spaces Seamless network integration for exhibitors Uninterrupted cellular service Event Planning Senior staff, including operations, finance and event management personnel, participate in the following strategic activities for each event. These key aspects of planning and preparation will ensure that the facility and staff are prepared for every event. a Pre-conference meetings with all departments, client representatives, subcontractors, appropriate city departments ® Weekly internal planning meetings with department heads 0 Budget preparation, provided in a tirnely manner to be pre-approved prior to the event Timelines and flow charts prepared and updated on a regular basis in order to provide for the most effective and cost efficient deployment of equipment, manpower, and accessibility of exhibit and meeting space. Event [Maringelo-m-t Meetings, tiradeshow , consumer shows,conferences and conventions are complex logistical challenges. , SMG believes in servicing and managing events from the client's per by developing an event 1 "ownership" orientation. Our professional event managers---- drawing on their experience in a variety of sectors in the industry.— work with show managers and the event organizer to determine the requirements s needed to ensure the success of all events and the maximum utilization of the facility. These needs are then communicated to all departments, subcontractors and applicable local agencies. Senior Event Managers will coordinate the complicated communications process which will facilitate the flow of on-site activities for: i Show Management a Facility Service Subcontractors a Facility Operating Departments Authority Services Exhibit or Service Contractors 1 a Exhibitors and Attendees s tti krItt � 5. Lo i era-tions Tradition aditionally, there are two distinctive types of"setup:" conference/banquet setup and 'tradeshow/exhibit hall setup. ; r t)V1- rence and Banquet Rc)cirr9 Setup Conference and banquet room setup is the responsibility of our full-time staff, led by the Director of operations, Operations Manager and supervisory team. l he hourly staff in this department typically performs housekeeping services and the setup and breakdown of tables, chairs and staging. Policies regarding what is "included" in the rental of a space versus what would incur an additional expense are identified in advance for the client in the Rental Rate Schedule for the Center. i ('r<adeshow/Exhibit Hall Setup An approved "General Services Contractor" (GSC, "contractor" or"decorator") is typically responsible for tradeshow/exhibit hall setup. These outside firms are hired by the facility's primary client, the Show Manager. SMG currently enforces an approval process for those firms working at the Center, ensuring that they are in good business standing, carry proper insurance, and work within facility guidelines, inclusive of not causing labor unrest. Convention services include a host of customary facility needs by trade show exhibitors. All of these are billable profit centers. SMG has been providing many of these services successfullyat the Center. The services included in this category are: Electrical Plumbing (water and natural gas, if available) Telecommunications Internet Service Provider(ISP) and Network Services C—Cyr[s.1C-rge SGl'vkt es SMG recognizes that,with so many out of town visitors to the facility, a key aspect to their experience is the ability to access information about the many features and services available to guests. Easy access to this information enhances the impact of the activity at the Center on the surrounding community and businesses. SMG believes that this information is best provided by a trained staff person vested in the satisfaction of the customer. This location would provide: P Concierge / information desk with information about shows, restaurants, attractions, and local events Transportation desk with information and schedules for shuttles, trains, planes, and taxis Meeting room concierge providing show management with instant access to facility services � I } i ; I i r r �(y J_Mtj'Ozoo? Request for Proposal - Building Operator for the Kent F_vents Center -- 93 s 1 q J. i . .r,N, I Y eP fAi�i ! t„ `�€2"- �3;j d s Ilieaeac..�f + r I Is tis� �i;tit �tr Aq�K' t�i t,.dt li t 61R t, `J%/S 2� kry''1�ph':, S ivI(i provides resources in the following areas to ensure timely and accurate financial reporting. SMG will provide support and commitrnentto: Internal Controls Risk Management and Insurance Data Processing Cash Management Audit Procedures Event Time and Attendance Tracking I SMG has an industry customized financial accounting and reporting system. This system will be tailored to meet the specific needs of the Client. It has the ability to meet our mutual reporting needs, as well as, provide information useful in making sound management decisions. SMG works on a preferred basis with nationally recognized vendors of payroll and time and attendance systems. These relationships exist due to both the high quality of the product provicled, as well as the preferential pricing SMG enjoys as a result of our size. i orporralEe, Support, SMG's Corporate Facility Accounting Team provides support and guidance in all areas of financial administration and will work closely with the facility's Finance Department in the development of A Yearly Budgets Purchasing Strategy Short-Term Investment Strategy Capital Improvement Planning Financial Statements s Rolling Forecast Projections Comparisons to Budget and Prior Results Cash Flow Management �y Contracts (tenants, subcontractors, etc.) Financial Systems/Internal Controls In addition to an annual audit by an independent accounting firm, SIVIG also maintains audit support in the form or dedicated staff whose onlyjob is to review the financial operations of our facilities in orderto find Opportunities for improvement. Internal audit reviews are conducted regularly and Often unannounced. The reviews will ensure adherence to SING and the client's standards regarding all facility personnel, operations and third-party contractors. The goal is to review and address all areas tangibly affecting your facility's financial performance and our responsibilities to the client. 1 SMG's knowledgL, resources and flexibility are available to the Kent Lvents C enter to meet your unique financial management and reporting needs- Our facility-based and corporarE finance staffs are dedicated to working with you on an ongoing basis to remain at the forefront of industry financial management practices and systems. r � 3 l� ' ,,i� jl � n ii J' p e.�� 1�4f3� 1 Fr�7f �� �• `r j,� 74 �' ON(] ;,r;.f"Y'ett€E'.s8"c�'!'61°E? Sys terns, r,;i1t5 �'1~i.��..Cxfilt{•cxr '-MG� accepts the highest level of fiduciary responsibility and accountability to the clic.n'rs we serve. Our ability to meet that standard is unique in the industry. r Our Corporate Finance Department provides r j supervision and support in all fiscal areas lE * dx Including Internal controls, risk management, t data processing, audit and cash management. r � t z ✓n A comprehensive accounting manual created by our financial professionals offers the staff at our facilities a complete set of procedures and policies to be followed. When a facility joins the Siv1G network, its monthly financial statement is formatted t0 comply with both the. client's requirements and our standards. This ensures that the revenues are collected for each event and enables us to Identify weak areas and evaluate the changes that must take place to improve performance_ A standard payroll system,is also implemented to snake sure that all labor related expenses for a particular event or project: are recorded appropriately. m Internal audit: reviews are conducted annually, often unannounced, and address all areas tangibly affecting the bottom line: box office, concessionaire operations, cash management, payroll, purchasing, etc. These audits examine the facility's operation for opportunities to improve. SMG's management team, with input from our client and key corporate administrators, prepare yearly statements of facility objectives, which are then incorporated into fiscal yearly plans encompassing issues such as cash flow management, short-term investment strategies, tax planning and payroll administration. Yearly budgets, including capital improvement: requests, are submitted to our governmental j partners for review, and approval. They contain a condensed income statement, an avant analysis, long with key facts, assumptions, and trend analysis on which and a management fee calculation, a the budget was based. SIAG's financial reporting system includes a monthly rolling forecast that projects the estimated revenues and expenditures for the year. This system identifies in advance any anticipated budget excess or shortfall. SMG also prepares annual and monthly cash-flow projections so that appropriate funding is obtained. Our Finance Department has established a standardized box office sales report to track sales forticketed events in the months and weeks before the events. These 'flash" reports provide a snapshot of each event and its success, along with a Monthly cash forecast which allows us � to monitor adherence to our policies and procedures for controlling cash to ensure maximization of investment earnings. i Information regarding cash management and banking procedures is contained in the Finance Department Procedures Manual. It is available upon request.A summary of SMG Financial Reports is found on the next I page. i Kent Events Center 5.`3 C-QM �:)zom Request for Prot)osal - Building Operator for the -- r /'tocta?untin _, s'tt:rris j` or"t'ddy j'tfe`Yancial .`:€;raj:C?€'`toril: foflirrtt 'Forocact_Annualized forecast Of the remaining revenues and expenses forthe current fiscal year compared to thca current year budget. Hnarncial l-tiglnliFhl s: A monthly and Y 1 D executive summary of the income statement for the facility highlighting events and activities significantly impacting the income statement. Compares current year numbers to budget and provides explanations of major variances. I p I llaR ance Sheet: Statement of financial position as of the current month end. t teraae u t o Cash Flovvs: Monthly and Y-D statement:of sources and uses of cash. i Agod Accouo'[s Receivable Hstirag: Summary of the accounts receivable broken down into aged categories with explanations of items in the'90 day categories. Facility Statement of lnc.orne: Summary income statement reflecting major event income categories and a breakdown of departmental expense totals. i i N/lonthly Event Income: Income broken down by event reflecting major revenue categories for each. Statement of Services Incorne: Schedule of revenues billed to clients and associated expenses to the facility measuring effectiveness of the event management staff in the billing of services. i Event Income statement: Accumulation of expenses and revenues for all events during the yeas Identifies individual expense and revenue categories that have significantly changed from budget or from the prior year. Provides information on profitability of all revenue centers within the events. YTD Event Sumrnary: Allows the operator,to see the total number of events within any specific category and I the total event income generated by 'those categories. t Dopartnnental Income Stato ment: Detailed listing of expenses by department. Allows the operator to i determine if individual department heads are staying within their budget constraints. i Indsac ci: E pease: Summary.- Category 1 includes all expenses related to in-house labor costs. Category 2 is materials and services which breaks out all other expense.,. This .allows tine operator to determine if overall goals for expenses are being met. i Annual Itepori.s: Includes the budget, financial statement, cash flow forecast, rnarketing/capital improvement/repairs and maintenance plans. The Budget. serves as the primary document for setting i financial management goals and objectives for the fiscal year. It also provides the city with a forecast of cash requirements for the facility.This document is put together with input from all departments with the objective of identifying all sources of revenues and expenses. i facility Annual Roport:. Provides the owners with an accounting Of the activities of the facility forthe prior year as well as a brief preview of the year to come. This report will typically include sections related to � meeting such goals as local management involvement with communit organizations. Annual reports typically � 9 g Y J P tYp . Y I include the annual reports listed in the paragraph above. 1 ( _ f fir iI C �i t 3 L ! J!i ri � .: y , tiro @'rk ,�.y�-�'.� ���Y.L... �r�c7 �ca4 t t�� � I AN S E`iOicrg iA(:�(,:'crical Distribution Given SIAG'S extensiventar experience,iagernent expeence, Including p�+ the de_livel"y Of Show arid exhibitor SeiVIC2S, we believe we, will be able to recommend the most advantageous AQ approach i'or the Kent Events Center relaLive to AN, ` N telecommunications, and electrical services. SWIG will review and analyze comparable marker and venue rate strategies and establish procedure;, rates and fees that will maximize revenues to the Kent 'vents Center and provide the highest level of service to exhibitors, show r fire r•„ managers and event producers, typically, SiVG will look a,fi '[o provide as many services as possible In-house but will review and consider subcontractors given equipment inventory needs, FF&E budgets and other factions. I { a7 Sr a; e r . a�Z C,SM 's Convention Center Operating Division will provide �`'t support and information to establish efficient delivery of t: these services to meet the needs of our clients. g. - �'�`'{`s7t ;yx,: r #i� rriyK. R ' 6 k i 5 M1 p{ x i t fi •���`"`'�s`�C�„#ptit>.x d x T y�sa .S £� kk wi 4' g t . h Y ' ) r � I I 5ozoo7 h'r quesi r`or Proposal - Building Operator for the Kent Events Center - p7 1 F i „rl` � c:.i ,l Ni¢I°r:rkirra 6? ntl I. t'�� Y71�•4te C'rr, f'i(N�l,� ShgG has and will continue to be on the cutting edge concerning energy management and green initiatives. Individuals in today`s environment equate green initiatives with solar power and wind energy. However, there is so much more to green initiatives than Its' alternative power sources. Green initiatives are energy conservations ` and rnanagernant practices, recycling programs and lighting retrofit vsr installations to name a few. 4 `6a ltih 'MG recently retained Earth Pledge consultant ro asses each facrluy for compliance:with our Green Facilities Management Initiative Program. The mission statement for Earth Pledge is: "Earth Pledge pron'ro-tes sustainable development by identifying and impEementing innovative technologies that balance human and natural systems. We deliver viable, replicabie models to government, industry and corrlmunities na'iionvvic e, S M G believes that the Kent Eve nrs Center can be among tha leaders in our industry preserving our natural I resources, conserving energy consumption and seeking alternative energy .sources for the Tutu re. £" )'r ZX �rjq Ir r P 1 _ t F _ M, r ` ��'9 s i 1 �vY� J7 c � t " f n)?!i)jl !IJ(3�aP1 4 44F tI � I A.,Y�Y S irx t I Y a a 5 1 k e f" a fFlt FE'a�i x �4s ems—'* ^Y' a it ply 4d dR ,uE ii .;.e.Ir-a f :� , ar Pzk it 'atL to ' la' rs r r 71+' "IQ `Ln,* . e- Z'' ara ct, LL ` y`& 1 1 Davi di . L.raltil6"ence ColiafEh$t'4ion CFt7it'C;'ci'" gg _g rs The David L. Lawrence Convention Center in Pittsburgh, PA, was the first Conventjon Center to earn a LEED Gold rating for an existing building and were featured m 1'radeshostv Week as a result. The DLCC is one of the nation's leading proponents or forward thinking environmental innovation and SMG has been there facilitating their efforts every step of the way. µµ � d Is A IT n er t + FT� r rrL+ S % i Fti 9 t d 'i 1 By Hull GENotsi UPE�IALFFOCUS[t's not easy buileihtg environmentallyan cnvtnmentally sound convention i�{ Ca i�fi"' � ��� �p �L$ II�II � center from the ground up Just askRafael unoly Architects or i IN } -Brayman Construction,designer and general contractor of Pitts- I Georgia World Congress Center are three existing facilities that have t burgh's David L.Lawrence Convention Center,the first to earn a I begun the process of obtaining their LEED certification I IS.ED gold ratingalbeit with some chaIlen�es. As the exhibition industry becomes more environmentally— t } So,just imagine what it's like trying to take an existing build- conscious,there will likely be more facilities retrofitted than built ing,constructed bade in die days of small whrdo}}s,big boilers and i green.ThaPs why,for this mauwral green rssue,'LS('J asked f}al I,fir a seemingly endless supply of cheap energy,and turning it into a las,Houston and Atlanta to share what they re going through.e Ali),- I k, bodyabout to jump on the LEELEFT)ber dwa on—and for that mat t' sleek,a d century green machine. � gut tlat's not stbppingafeta from trying.The Dallas Convention. ter, anybody still pretending the nerd to qo green isa sham Curter,liouston's Geotge R. tr Brown Convention Center and Adinta's should take note. (���°P'j 1 � s r _ l �nLie YVfu t 9p1 i 1Cria xr D',a th rrvar gyral`''ili"JJIAC'ttfgllul:' t �4ad�r�}I Ul tnl.t+4lri� br .rtii C'.anvenLon Canter i t� 4ei t I y I 1 1 i 1 1 Rr-ripst for Pr000sal - &uildinq Operator fog the Kent Event , Center u — ' � t =Y �n r a 9,5 d`�', L. R..owr�nee Convention Ceni:er 11-1 .'LIP e}hz f r 'aa c dr g al 11.11 x ! V1, e at t � 5y t X is` 4 tee.. 3, I tgls t x1 tte pt[-t f k F 9 �.^�:.T -r:"✓.� s b p rl a"• +r'Cl i xTr"�iY}7 8 i 1l i ,k � ^� 4 vum 9 'eoi-�� f r r t t � �—{- s.r r3.ra �aS; ✓'2`t` � �t� x r > r3 rt � ° t x it Pt Ott_t�sa.r M' rn 5 aa £F „r As a^;a a v Y r l x' t w.4 }iz $:#'gl r <A 4 J at f 3 r "U' 7,5 v M1} F tr; kt # ' 4 F', t P yt, t d -^ ax ^•a-� -r` r S i " p" Yi rf ! `,y n Ma Lif 1 tt yt ':5 tP2. t 2 id Z� a �Sr-, ad va rkv>'r yZ Y 9 4a to I d 'r k r+'> yq#r '.V ?s Tt' a. ,X Iry NA Vl t! 4 ;k ira dtt ,�Vfe&9 ;u t?P ,L 4�" sc ' fh 4 d Qe : E y(:Ord fit pt• aX A dp y uL .:' 13. £! 9 k t aq t "'` b 3: #. had h sd e € s +ur.c, X kv i d5 to .ir y s , St r = if .p = amp Pg ti 4 Rtt 5 r 'St r z s ° J + I it'i s via t 'c.a ¢ S' a x + r'r to d g? st g a ar 4 r a S a A':t",. i dv:` �s a ! #dtntTi. i'�` d 'a v W a I .9 Dnv d L Lavronce lnnvemion Center e%f + Lhrnkinn lolvdly,buteating lounlly groAA n,hos tnken on anew I { ,15 ytt ni y I�ej4 Wj I burst [Prttsbnt�h's David Llmvrence Conetvtion Canter,where pro T .y tt o- duce ro rtm nn 800 squa ofoot garden on the(anhtysnnt is enmd r i t at m .d FnnRtons. Y ` But t-rt there's nwva. 1 2,000 all.FG gretnF ous !s oho pktnoed v yr a x 5 r t ror tht tom ention c ntc! ao,nrd Vag to Michael Spere4.0 .,,al ,+, e }ut +r I'nti d'l manager for Levy Atst-unnts th faahke's rood sery e provider - ltVem the"seed"for.11fl t .planed t rta} v'Ago Sp l.as id i ? fi �. n' `{ 'l when the 17ennsylvrmo F2esta r:mt Sh v 5 s'm the I crhty During alit A s¢ollnmund Ihes6ot+Boar Spark!s had d a[-rth nr b xof tht Id d;`S Pnv syhnn aAsstlaU (or Sustsnnble Ag r Im Tl sled to L:vl v.dc }g !y st s ty e+ I ,y' rng unto leed f rneof od local food o up to pm,ic f od ror en ai I durmr _ tv xtth convent ,cnM1r The n.'ithu ),u b,,w— "The eomrntion crier net eI e I r d it had plan tcu g" + cowed Ided Co put inn rbgarden in l.nyk f.Sp r r. rd "l4r yt v �' i',�S usedBi lu,baet som of Dore ants it; 'd Ngrats eoinently being l yr on the rtsfsl t-vest llytte'on- IV. rcnnon cente['s edin ry t nr and t d I, -u,,V V d dish The local iruiwdtcnts are Id udfied as ouch on un nus. %tS + Nov plans an b mg mn 1a to,a l yd opomc grcu h u c In arwv v"t mote hubs vtd v yet I s Co opera[ rt Sy r ht, unta red the AI riri ,' pT t ej 4egh n)}ast AlutGd Health lth and Ucnt I R tardattoa( m r al u to I� i r I e i gro.la that pm,6,h,a kr nvnp and t,.,k ror rho vrth dr ability a ¢F F,a snl which op:aaips Thoth rlocdlgcesboust,m which rl gr.wsleHvice in, ! sale to load drstnhmou krk`a y txS Webuv From tbnrdutnlutog yyeyrobabll vine dy rive their I� r! Sqy° t f lettuce to tht bmld n he s is Ica r .I r ty$ T € - "t 't '� i x •' r rk 4 a tq t t i nr t G � ��Vry y` d y: g f �y A f�. x 5 j it I! !� �l n r t r nr '�y v �� g yt �3 lilt 5d nii qq('�; 4C�r �i<< d r ���C,��k1 t3,., cx 7 a �A L,A�,xz 5dp ys f,v fk� t�fl� t\ 9 r d � a7 RIP", v 4ktl. ,tit>�i i �dcdc and B-.EE..r,F f.2 Corti` tr1S. C�i"t.1�o2vh i SI'OG has also started the process to have: Soli leer Field certified as the first L EED-EB p St idwm �and in an initial LEED-FB Gap- ) �' ct i ndysls rr'vlew, the stadium would qualify t for I LED ceriilication. By working with the `irrr 'iW " If . HSG13C, It is SM(Ts goal to have Soldier J 5 )1 Field, a prominent venue of the City of Chicago cei-tified and known around the world as a LEED-EB building. �._F'a i Lutron Lighting Control Systems which helps reduce energy costs vnhile improving performance Siemens— Building Automation provides 24 hour control and monl'coring to stadium heating and cooling systems Stadium Operations Recycling Including: sr33gg «') Syr« r i Aluminum � i S• r !�* .� Cardboard F tI`vf f4L «S°i ,s yi zrf v.�' r r + I Wood Pallets a r r Plastic bottles Cups i qt tf Pc.� .x. Light Bulbs 3 ; r3 Y * Ah Carpet Game Day Recycling �.ti,-a ..b-«.e.� Soldier Field is providing recycling receptacles throughout the interior and exterior of stadium on event days to promote recycling with patrons visiting the stadium. Use of plastic bags rnade of recycled materials for event day and post event trash collection. ECO Blend recycled can liners are made with recycled materials, including the boxes they corne in. Soldier Field uses Eco-friendly, green-seal cleaning chemicals for stadium cleaning. L V.O.C. free glass cleaner Biodegradable oxygenated multi-purpose cleaner .n O =h y"h Uni-green multi-purpose cleanerfol stadium concourses k�� Soldier Field uses SCA Eco-logical certified paper towels and toilet j I paper in all public stadium washrooms. Towels are made from 100°h J r ecyr_led fiber �-`� Soldier Field annually recycles: }^�u'r+xt NIa:GC iu kii3c't" :1: � Lost cell phones with Green Flag Recycling Lost eye glasses with Lions Club In'ternadonal Soldier I-ield actively recycles all toner cartridges from office printers and fax machines. i C, Q2007 Request for Proposal - Building Operator for the 1 ont Lvent. Ceni'er -- '10 t i 111 > ( g g p 4 ! i r;;f'7 �t"i li'S«9a;; 4 ' Cl x w ��3'oscmao G=c'�nt)i:,__- iiit "'rb.iNl r'�"ainfl;sc One example of SNIG's commitment to the community and the environment is the Moscone Center in San Francisco. Moscone is an environmentally friendly +I space featuring "gl'C'Erl design" building materials -' '_t � ,� # n .,,°-�`• ~<-y- I� - along with selected organic rnenu Ingl"EdIEntS. � MC's menu also includes "sustainable seafood" selection sanctioned by Long Beach's Aquariwri of t"< the Pacific. } Q....omrrt(.fP'1[E:jJ' PL"}e✓oliiert7ent r at t AE In every facility and venue We manage,, SIVIG fix}r3 't k strives to integrate and benefit the surrounding communities, choosing sustainable items and methods WhErEVG'I" possible and involving the community at every opportunity_ r In San Francisco f01 BXHI"nplE SiVIG has } oo&._- i"•.�'� "'� been an active a tnEl"With the CIt� In ftr v s �u n or, , ga R . fir a o; r x i P �� GuvhT GHAME 4 1 programs like Project Homeless Connect, ;i" providing lunches for the re ion's iA p g g This Certificate of Recognitaw is given io homeless during a day of education andV . service, as well as rolling out an awareness program regarding the sustainability of ; for leadership and padleipalion in the i the Moscone Center's box lunches (100%compostable). SMG's food and beverage '' division, Savor...Caterin b SMC,, t'{ to aoe,ariaflor,torycvr com r"s tome j g y � Pr=•nctpins on Cl,'mare� e rsh n r, h received a certificate of thanks from the r �' Mayor for our efforts in the community. x' y d ��tF� 45"'bs' ti 9i 6 �a�MG and �;to'Cairla�aiht ?� �� ���t ������f �_ � ,•�ti�� ,.'��'.r.������,�i�.,�a ,,� � , SMG considersthe promotion of 'Environmental Suscainability' as a . business objective to be an essential '` `' _ `� .. � i rz-a:�� ' ""�•'`�'� ��. responsibility of all food service providers, an Environmentally Sustainable operation being closely correlated with an efficient, well managed work place. Our people are critical to the success of our policy and we therefore encourage them to complement management by offering suggestions for improvement. SIYIG's Moscone West composting program diverts 67% of the food waste stream back into cornposting. That equals 71+ tons of materials that are not going to landfills, but back into the food cycle toward nutluring plants and vegetables. i This program as well as the solid Waste, recycling programs can be extended to the facility. This is 1 both wonderful for the environment and great PR. I �n.*.�2A.k * n y�e't; 'iy { f� 1 I ,� 1 `"r'1'1-<a.�?�F r a rrd�' s-€"+ `�,.I+✓,i�'�Lf s a`i i� 'h h�,X'�vk}"�} a kq '�+' 1 t 4 1 � 6/fca<cc.tfr �;Pn l�(ou�. fry 100 Epic degra(lable t ��ck�p fsc'FvtFt� 2 October 2007 With Biodegradable Products and a Push for Zero Food Service waste, Moscone Center Shows Industry How t0 Put Environment First 9 f to rr�d.a t., a s�aea p d a ! X � I �r tAt9 ii zc C t h {I d g� J f .Sian Francisco Mayor Gavin Newsom today announced C I{ '� { �� t a3ep r u kh Paanet SAl PFi. Ct 'q 1 olforts by the I`%loscone Center, one of the busiest 1 a II nprFl �. { se pvl ere f tf convention, trade and rneetino facilities In the nation,t0 �r n \ r t d... IN y6Qdy4 rest Ibt'ryf { Nr nment y produce zero waste good and beverage events and lead � s , 1� � pr 1 0 the Industry in environmentally friendly p act,ir" p SMG Sus 4nIAEPogmm m Purchasing: SM'C3 is purchasing products from f` Pill " d local vendors and producers. Its bakery vendors are required to pick up their empty boxes For re-use or recycling. SIAG also purchases organic produce and uses hormone-Free dairy, meat and poultry, whenever possible. Disposable Wares: SIVIG is launching a program using only compostable containers made of cornstarch at Moscone's food service locations as well as for major catering events. Food Product Disposal: SIVIG donates a large portion of the Moscone's unused food to community services such eas Food Runners and Glide R Memorial Church. All of Moscone's kitchen- generated food waste Is separated for l�l lllr 'S r + composting. Any kitchen-generated waste, sucht s,. F �4 =�11v -t 'sarim?^ �) as bottles and cans is separated For recycling. _ ® r Food waste generated fl"Onl Seated evenly IS �^'2C: y I5 i ✓f +� ti; r air`` sr "� u+a separated for compostingt r Cleaning. SMfS uses Eeolab's "Geosystem" So-;, dishwashing detergents in all Moscone Center " F dishwashers. 06 j� "VViith SMG's leadership, the Moscone Center will move r toa100 percent biodegradable food Service operation f -{{ w %- _-WIv by the end or'2001" said .John IVoguchi, Director of ; Convention f acilitres for the City and County of San Francisco. SIVIG and the City announced their goal of having two major events This year that would help strive for a zero- waste goal and announce to the world how sustainable practices can impact, the convention industry: At VM World in September, the Moscone Center divertod about 40,000 bcxc lunch containers from landfill. At Oracle OpenWorld in November, Moscone Center will frivea about 60,000 box lunch containers from landfill. a I �yy{i af�zooz RPauest for Proposal - Building Operator for the Kent Events Center 103 E qn > 1a f 3 r 1 "We changed all of our disposable wares ro biodegradable products," said Murat slriciogin, General Manager of' Savor...Catering by SMG. "We are actually driving this growv'th sector in the catering industry by working closely with many producers of biodegradable wares to increase their production and make the products available to everyone throughout the industry," Murat concluded. "1Moscone's goal is to produce zero-waste catering events, exclusively, by only rasing cornpostable plates, beverage containers and crudery, and by doing such a greatjob or7 sorting the materials," said Jared Blurnenfeld, Director of San Francisco's Department of the f nvironrnent. I �I F '££ i' i £ a• a r A x4t N�\ i t 5t§� 2' } i,fr3 } }'ei£ dt ) ff -}� LY t`5 .y F >f �� j'MIJ � j} OVA lr'iq pi,t lat, Is-rI' 4ha ` t t mix J, me' a V + fArt < ♦ z , Y t/ 'i ,� yni'. y'-s0e £ ) Y i8�h. �'i''' r' Ph'Ft � G9t� �-ssi. n, P((t ,a1 � ' r x'' + a t iye t xn 3 t'.,t l '� tJ 's, 11 r p a '££ 3 G is a .3i }t*3r tW' 1 P o�s .£ I 't s k # §� "' i ,q4 {f x} I (-lT� t r%'{kx yvtJ t a cc 1 �* t- `"�s "x t `"P `' d ' "�$ F..�, r rF r �> L a tc '. utH txt .4 411[ y. i +A >iI11.1 11 } A i p y r. tc R. [ y �i•! ,}, }d x a �_ k �" t 7 s 'fi �j itsso k a rr f $ g'H f " 'dg z �• d�£pat .�{+} 8t�^ C a i 3t�+ t .r r{ £t"£~5.",,3+r'x '."£ "3'l +•yx + t, ��'Il`lIl'tY771` R r'` sfY '"` t J'l a a rt ltt y'Fry} f { y xa r 1 �S �' t) yu y't tr F, -' ) ltc�..� h} .^ iS _}a txx.. yS u + y J rS'Cn� CL6II1��^,'Mq ° 7 It f �i si / 1�15.�t�'C f7HpS_6r k Q 'i ,3 't�f let r `� •^Il:1, S/'1 S i xt z,g .� g a l Cat A in c.,re 11Is f ° r y x i r �!}ti 5�k t r o 7 S§BT&�O I lt:r; } t�+� r f ve nur a } pr x 1YRItswnz Center th , t t r a t,C f 7 er l 9t5ri.Y� tt tk PFFFS�' 'k , Af:Csfii U,J>Clw Y vl]a, oy l xibt ,LLVilttlllT"II�,3�'e ) rt' 4,s _ } lY-Ae i,m tJ 1}i - Is tj pOFsfiklSC)-£ 'Ln n'}AtD V ) t yet £ }SSA' Is }'i 5 I) 5•r ri S n I S" f r I I r t 5. ' r � - . . r're �i,�: a� di �t 35 Y rG ,„fit'� ����psi+ {3�,9 ,� y i n " is j All a s a" € f �4.BFck`@6Sc; City ("'c `tvC-"Cltlon and 45P'3rzE'e.waHv: HaH The Atlantic City Convention Center and Boardwalk Hall have a very aggressive recycling program for both facilities. The program goes as far as each office and cubicle having both waste baskets and recycling containers. On the pre-function areas and on the exhibit floors of the Center, you will find both waste containers and containers in the shape of a grey bottle for recycling bottles and cans. I hese care receptacles are placed on the concourse and lobby of the Boardwalk Hall. When the Convention Center needed to replace 5,000 square yards of carpet on the, 3rd floor pre-function area in 2005, SMG looked at our carpet contractor to create a partnership in handling the old carpet. "The partnership developed a program were the old carpet was sent to a certified reclamation facility in Georgia. Once at the 'facility, the carpet was mechanically reprocessed into valuable material for use in new products such as auto parts, building and packaging materials,filtration devices, carpet.cushion and backing for new carpet. To close the recycling loop, the Convention Center's new carpet has backing made from approximately40 percent recycled materials." y 14 1 i-r { i qq ll r 5 3 � 3y� f}1�jJesA°f@}�Y t o-ar`t di�7,; ('�/ � fa'C�' } p ,t Y{ri il`�yrdlrgtd�,ii+ iJ�f aE7✓ ' ,E � �EfEF,,�, E k l°L. $ -# &i �tJ i� J., �. IJ Ir 474V�/ arat S �{15 Y e kr�l�}y ..�p 'zEti`a Vd`d'$ �ynf rtf 7J 9 J ,� '9yr', r�+ @lr�a� d�3,tF�"eit 4,1iiY d���` ytyr'�� iGp�(77� 7)�'lih Uryp }�YS5�iY F 4 £ "•a t €'3-boy 1tt ' h JI - 7, }ni'�tl tl0�. 93R 99 "„ Y 3 t Tf ra@r114A 1 F.�j'hi r iiy-.'rrr , �Y � Y'' d t a J .. . .i;Ja�x., ®t3�? � � -� � `� � li � .: r� r , felt 1 I r �r4 'td �4«i k : c pc ". br 4r } ( . 1 In4xtl�f t ,b HIiLGv a9 It"'�( x What mares the above information so exciting is that iho year of the first project sct was 2005. Since 2005, the Convention Center has replaced the carpet on the 2nd and dth of the Convention Center,therefore the recycled numbers and savings to the environment have tripled. i I t I ©2007 Request for Proposal - Building Operator tot the ICon d�veni's enter IC)o I sL As for every day recyclable material,the numbers indicated below, are for year to date 2001 Paper, Cardboard — 4S,180 lbs. Class, Plastic, Aluminum, Bottles & Cans, Shrink Wrap 3.38 tons. I Lamps, Ballasts, Batteries --3,767 lbs. Wooden Pallets -- 3,767 lbs. Carpet-- 0,198 lbs. Electrical Equipment -- 5,574 lbs. Computers-- 2,881 lbs. Solar € Wind Assessments— SMG includes as par c o'f its Green Facilities Management Initiative Program, assistance for clients with the research and development strategies for alternate energy sources. We have begun the process of seeking alternative "green" energy sOUrCe5 using solar, wind or a combination of both. Employee Recycling Manual --We are launching an employee manual which sets forth the standarc' requirements and responsibilities of the Atlantic City Convention Center and Boardwalk Nall recycling program. This manual will be distributed to staff and management including full and part- time, union and non union employees, exhibitors and vendors who will be expected to comply with the approved policies and participate in the "Recycling Program-" g i{ tys'F yN"..ry „� h` 3�r-a.#+•":'i r 3 i`-"".�..,�; }t-, r .* t r '' 6 * ''� ' 'r`s" `*m+ z s t FAic F> IY i „ x C2 "A j3 b J � f1� � �' it C } :• i , !i 4 -�'a t#.;L ,r6-6 'V yip '[ a '�' �r [ 1- p r a- r °st tar �r� rsF rr . 1 wr- rkk i��r�,,,,r 1 a }utp r gr i 1 1 y Y y x kt t t S i s S, L f d. t o n V+, R q le Q a x '+rAn ,r �N3 � Ix itlit p. y �, r1 44 `'2 zS, r i f t ka f ± + A k 4`- rYSsPS r r s; � � r4z ,,, xY tJ i V p ..Pin r lin.3l„ii�,�..n4 yLrt. .4t T ' , pt- g§ � 4� LA f e �� ffyrc —l'. " M tV , . '.:. Jacksonville Municipal Stadium is completely compliant with all city, county, state and federal environmental regulations and have taken several steps that go beyond the rniniMUm regulations: Expanding our recycling operation beyond cardboard to include other materials Replacing all "onJofI" switches, in the public restroorns, with motion sensor switches .and placing lighting units on timers, The entire Sports Complex landscape is irrigated with water which is fed by the three major ponds maintained on-site. ,., Recycling our old batteries, motor oils and tires " We have worked with the City of Jacksorville, Jacksonville Electric Authority (JEA) and Chevron — Texaco in an energy conservation study prior to Super Bowl in 2004 to study different self funded energy conservation methods such as low use flush valves, waterless urinals, use of fluorescent lighting, LED exit lights, building control systems, etc. We are in the process of installing frequency drives on our cooling tower fans to save electricity and to improve the efficiency Of the fans based on load. We are in the process of worlring with JEA on the replacement of our cooling towers and the introduction of chilled water and heat exchangers to the stadium to replace the aging and inefficient cooling 'towers. J During off peak hours, we utilize our building control system to adjust set-points for HVAC: equipment for opthi urn efficiency. Auiomaricflushometers have been installed in 25% of the t strourns throughout the stadium. These systems have an adjustable flow rate which permtrs waier conservation. i i I } I III ---------- -wr� n2nm Recauest for Proposal - Building Operator for the Kent Events Center — t * t i t 4 .. �' ry✓1Sa!1 to.�Ir NG yt (:.V:LN,x9 C':: .Nffd ,,.(:,5�r�i g fYlt(�-�31i'+='/ All trash in the Stadium and the Arena is now sorted into 'forlr streams 1. All left over food products, paper products and PLA cups are sorted and placed into a 30 yard compost container' and shipped to ),)a processed into fertilizer. Z All bottles and cans are sorted and donated to east bay conservation carp. 3. All cardboard is separated and hauled out at no charge. 4.. All left over trash is hauled to the local landfill. 4 All the cooking oil is collected and removed from property at no charge, to be processed into Bio- Diesel. All kitchen scrapes are collected and composted. All field grass and landscape clippings are composted. i Majority of the beer glasses are now PLA (made from corn starch) and are sorted and composted. Batteries are collected and given to a recycler. r Computer and other electronic equipment is turned into a local recycler. Most of our wood crates are hauled by local recyclers. SMG purchases most of the cleaning chemicals that are Biodegradable and made from ra company that is recognized for their own recycling efforts. 5 y i l ;.,fie �3��11 �- {'.;�( t 4q�"u'�m� ` � `� J'<, vA �p�ulei rtkV� P �1 ° t t f s�ji)dQp ltl FJI 1ti4Alt hk v FV1t[ rjit 1(1j Yti�dt'�d I itrit sJ9xK.iOn a d+ �K E �ii S §W`Aiic�t{k ti,'r t, irti { 7^uk. v �y't;.- ll P s,i;�4n tiny. yt ;e t r ( Y £ 1W aB �,y l 1<d J,n���"Ntr } � ➢� S S�+ t ys s 4 U ,�3�.Y jf rdei3 j'FI itl�Efrhrl3�fii'1� r' �f nh r144 �i (� i s tt Me 'I rt tr,, Vr!r.a e a i„ r 5 a t e t. A , :. " • its `i, � . .£I t.. . .i.4£ � j f µ # " � , ';:`:iK•A',i t, Ih�(r,�,�,.fl�l,Cd(i:3I U1 �?;a , �� . rii(3 ha c iken 'the lead in the development of sustainable building operational practices in the industry. It is our br lief ghat programs that reduce the environmental footprint of the facility lead to longer life span for building systerns, reduced operational costs, enhanced comfort levels for users of the facility, and provide the community with the pride associated with a socially conscious operational plan. and. A°+lwaire 3e5se Leadership: Formulation of a "Green -team" to identify, spearhead and maintain environmental initiatives enacted by Facility management. To integrate and coordinate implementation of event specific programs. Development of a training program for employees to ) 4" f increase awareness on hoW to properly perform their duties using green techniques, resources and supplies � , rlt . A �_.9 r-- ' J' t_fiTE0.0011 I! AE)GY A Et{V9[UNNE NTAl-6ESI�N provided to them. �- Facilities involvement and participation in an environmental partnership or certification program. (LEEDS certification, ENERGY STAR, Green Seal, etc.) Energy Efficiency a Retrofit or Installation of energy efficient fixtures and lighting. w Occupancy sensors for lighting controls in alternating-use areas (ex. meeting rooms, offices, storage areas, restrooms) HVAC controls with programmable thermostats and motion sensors in meeting rooms, suites etc. O Employment of variable frequency drives to allow for operating HVAC system on demand loads. 9 Use of a centralized control system for lighting and HVAC coordination.Use of natural light in public spaces. i Solid Waste Establishment of active recycling program in both front and back of house. Possible recyclable materials include aluminum, plastic, steel, glass, batteries, cardboard, mixed papery ironer cartridges, food waste. Reduction of packaging goods. Utilize reusable goods rather than disposable. Purchase of goods in bull< quantities when available. Recycling of pallets and crates when applicable. r p it �. Employ utilization of lovr VOC (Volatile Organic Compound) materials by operations staff at the facility. Measure and meet/exceed indoor air quality standards by monitoring or increasing the air exchange rates in the facility. Have CO2 monitoring systems in place in high ua`rfic areas such as loading docks and exhibit halls. - Utilization of environmentally responsible cleaners (IvISDS Health Rating 1 or less) by all operation star(. �Czao7 Request for Proposal - Quifoling Operator for the Kent Events Center — 109 11 66 d f I k ° Nacerlent of water conserving Sri � � �� r y<< _,., "a. 1°? i P alince on c liio,t .�rat�l n 1.rf�u��i lc�°v Technrtlo y badvoom fixtures such as c)SS`-al t i ]'%ILlhcdFG,Fljhlrtso A'a I,(~r Er4naJUPAO r hands-free faucets, low flow faucet R I ai0 S, low Ow toilets, Will unlit fa ing it,'n tc r rat r i Noll:in Neer rr i in efnaic nt aans�rse and Imt4 rt s a ff r � consumption_the Soh PnIace C,nsrnbo-n Centei is mattlisn, start of the arc egwpinenrlor 01Q wafedess urinals. asc or dcanine the raulcr in the roriiity t, Employ active System to detect rtn.orllitag ma(sort King.`~kh Rd r c(sacra %l mto.cr.rnrnt air t'll0din %alt ecl)la3 thrnu h IC:aKin t011ets, faucets etc. a P"'ctsv of cold t4llo Cldin_ thmugh the fai7ity mid reurrrunr; ill dtt Chiller to lima ill g prcacs Hearn. Nmsurr,unh h trd trakr twmin,through the pq es.the bulldup o(sands m rh Utilize drip Irrigation systems coolm th:u must It rzionlatiuow1ovil .hflushingofthc pipcsrnasl fk tlonC rhraubotrl the where applicable in landscape. dm CmsPog ulato&000 nallensoi eater lobe flashed do" the tIrull r3mit lb ilh air condemn 7 Iris r gmx6 on appmanalky " y n dl.-i o ear, tilts means owr 1.9 nnlhan _-aflom of cooler n ° Ernploy xeriscape techniques woarld be mlol. V-" w; In aril environments and use The S#lr Pala4r,anti TOG Y.ar nick tr'tth hips ik 1h44gtlr[e ( , native drought resistant species lion of a ncsv indu.,rnal applicauou tsar tlmernuousl2 ruses vainerml dt po.trs front the I ttoe � E till OuEllr ketml5 sts Ira: as planting material. F s s t s x s r a SUIT Et(sr Courrr� !(is nr (s,Uiti lit ill r c, Employ culinary water'cleaning z s s #rt i near nsrr sAf[Use ui^,rillar�oo o[thiscyuap y .,+ * ar. went In only the cc sod or its kind { � system at the facility_ r 6, ANC(Ilt This l:i sV nnln'} lhdl _ i-a 7iit. f 9 a.,.,• - ' - dte.Itr 15 de t1 of dx t S mmt n ,ras r V"nvEP"CA6'lE` e,rt-.e➢ �°[klF"E c1a�EBr a s ,a d We should not aostnmDaIumIiv,lUl M fat I s t rr r k1y ass, F . v ,cod f tin pnxid ill at ont ill i_m I t tittl I r' Paper products use products t'sx,r 1I t is a { aaat tankadtp nuaon ill t'o e-an it t il0[ bleached with ch101"Ifie. Sail P lacese rff il Gnoted ti , tl +� %'" 5 k t C tarnt Ran r.c rHClLhCsi p111t3tt It o Post-consumer recycled content �e x t e a sz s 1, "; a,.' nrarhed be a mnrrn lautuain. has d s a e., all t pes of t er products) �ti v _ ..., , t YI p` �' l ta):en dte nece+sar)ti�}7w 11tr is ra I mom �+ �isai 4'AheSaltFafxce tiNn rut room mfunnan°n lailled Ldomimuill'tSF eo Cud al Focus purchasing efforts to F� > include products that are environmentally responsible. Organically/locally made. Low toxicity. Selection of environmentally responsible service providers when possible. i I I 1 l t i i l 4 srr a ur r c4 E r< lv �— `.` tx'. kra-!s ' kC�75 zj 1 v. EA-stinguishing SMG from other management companies is our Convention Center Division. In addition to operational oversight, we provide a unique package of corporate sales, marketing and promotional support tr..) all WG-rnanaged facilities to generate new business and enhance the image of SMG facilities within the marketplace. � g I 7 I 1 f lr � $t R€itil\tt �19t r -e c9IC?` cKi"t(. E PraE � f ;€8`t`„ I-"k"tsgrams Marketing and promoting a facility doesn tjust happen on a local level, but on a national level as well. That is where SMG's broad base of experienced personnel and extensive communication network really m-no into play. 2 , P �'i 11 We know venues, audiences, industries, and we known marketing. The other thing we know how to do is bring all that experience together and make it work locally. M E r i t ea!; t,w o r r-s i u rt r e s ) M r r a n Ar 10 rr A c SMG's corporate and regional offices will provide added value to the Kent Events Center I Gi t f and the City of Kent in a variety of ways.The following details corporate driven strategies and new booking techniques designed to supplement and enhance the on-site sales and marketing approach. Features of SMG's corporate programs include specifically how the f r ; corporate office generates or Imtlates: New, qualified convention and association business leads to pursue New leads From multi-national trade show companies i A new sales program, national in scope, designed to "bundle!' services and simplify planning for meeting planners a Utilize corporate contacts and sister facilities to uncover and target large touring show opportunities Media placements as part of the SMG National Advertising Program Jp • { �{ ��}�I�)Y Il�a�d� T. Y)••^"x tlq, fi + }84��� ��f 41 R.p.kP$5r�'1 k !. $L�M`{'{'. � ( s{ � r _ b yy"! T'-�-i';Y 'h'1 � ti3�t:,xr) n4 `�t5�,.�j��.a�l'Rb�k�s��..�r��❑�r��f��ta �,'�i+r I {,t xry Q,�A6r s 014 V"9w"I Jeri t }" Lf 7 f Stt , .V'r g!s gffl y + s 6P6'i t q, +'fV1 ,K � Fbaxy t'SF i is !j�Pr t' rt r�iF age 4.r. x t� tf i I (_qfi1t a�znoz Rpouest for Proposal - Buildinci Operator for the Kent F_�lents Center` — 11 " q #! 1`" 7 .d l�ral) ,�� „,fi>�Is^, d�tt F�,✓3`%.x G' hpk set,,.[, ilttltS' G Focus on national sales support and developing "brand" messages through industry activities, collateral and PR. Onc,oing emphasis on direct client relationships, presentations and deal-brokering aimed at soliciting events for the Center. l SMG will continue to solicit and negotiate any agreements (standard agreements, preferred provider agreements, etc.) to facilitate booking SMG venues first. Create cooperative opportunities for the Center and its marketing partners,'reinforcing the "corporate sales support" to our client cities. © Assist both regionally and locally with targeted direct sales efforts based oil database marketing prospect lists. i a'tE�f!'�iS�:S ii fl '4lyG lusud�11at4'Nlr�trkvF_4 jl e#1YCi�€l ,"d`t x rcl Vt'€.1't<r<petli'i 11ah e ! Redmond, IVA and Philadelphia, PA— 15,000 people over a two week period and 0 After two years in the works,SMG has uses a convention center with a balf mil- finalized a national license agreement lion sq.ft. Jeff Singsaas,Microsoft's ;4 with Microsoft Corp.which designates Director.of Events,says,"This business SMG audits 45 convention centers as has a loC of moving parts. Without "preferred venues," The agreement solid partnerships,process and cost effi- simplifies the legal review necessary to cienaes,we ca}mot succeed.in supporting execute contracts for hall rental.It enables Microsoft's marketing objectives.Our all Microsoft events to be confirmed with experience with SMG has been very '{ a one page`Addendum'covering the good and I am confident that we will be dates;rates and space. able to contirme to improve the booking Microsoft has a full-time meeting and process—,a, F, -, ! event staff of 45 who produce over 5,000 Read "As'd uril f (k,il-hr;ff�l3 fl GOtld�tr^-+'I Ci."3re',a gt!!a' :=a t�t,C�i161 t7 ±� a.13 Pl!v'U"i9 M meetings,product launches and special 1209;a'--: Prnr,uleaprue smr. h ry r<c rly ..rl e n,..rm<..n.<r st".orbo y r I rs,n_,.t. fh,<"rrlYaol 30 s events each year.One of its annual sales, Gregg C m n e, nt „na Y ts.d hu- p"m d,nd she p e. , r d. "id c ., vt<e , . <. aC IP r z r rsJ' ... rnm, TI'. II ro,al dr„n I Ih p _aL I I it marketing and technical meetings diaws gcarenci ,I1 _ _. _r m r n t4zt,it,, b r r ti ftothe b - l +, J n r n v 1p h- vJ" whir ,ft,' col , I. <i Y rs nd SMG )S." J it rh r , r ry 1—I—" ( r:h h ii v, u r t ❑} Ir v tl ni v rn I. a p. d 1 ff Sm d w,of 1 ` Ir Ur d, al the hi fl tu Lic,i di,s,,-s. 'It n t v"t t 4 r Iti, 't bin F r t A renew lsiAll eu J lhta I 9 nIheldnh I r I I l Sr " % "' a + r r l l rl} I i :A rr ll, t Ir r , .idc dum -."H,to me J., rl.dohu ;rni p c 41... f i -I4, f n d.l I r fit, iki2 ! i -'aid Ctivil.-Tfp .2 j ec e<ih r SMn m - I J LiH d.11Y,Id I t p rq""Is hh .S h r bt C 1 B O f f I:r qtr fx J i nr A n mh.i ,be chr,lia C I ceml,, {. 1WJn- , fly , nrfi mils brnn tr A nI f f be- IsZ hn 1'Is, = rI.uI,,h I,.,hisssl,l fr,fi o _ flh t,, she ene-uny nx dl,l�;w SNIG(al hill ,ptl j nlr A,lwrdlc moat'ofMh ef,, ,,- >`;� hlr;:rndcvrmcmmuxsd lz,�Inq,rni- `�_ sby tl_ ' 'SF'tr I rn nn}t I I �i on"a:nc bvi rrh✓ e is Ail ssdh A ",fit ll,ll r V r e H ve dk) Im ofmu ev nh rh 7 s der:' H Auk nm< rFizr It v vho ca c.nu Jon"gr u,oc ,p ti "nd on-n"4un SMG Lui 1}thld I d cl- se,se,21tul d Lcl OR n�a 'tfi tl 441G F.Kd t} $ tlr o R pl } 45 f II ( 4 I r earl left.pl Y- t n Itr� 5oW nua pr d t �. ) Gonna hi filrnldi o- n 1 I I ` f1 2 ate `a � f G i;aP"k a 9 i f ri h ?7 't.,e.i6'(, stt¢C d i 'I+: il�ti` B t"',lf "= ��d�m� A ce s Nc3 lo" t ."`&na'dr')n One el the keys to successful selling is lead generation. SPJtG has developed a unique approach To database research with a proprietary database incorporating more than 200,000 customers and events from beta �n e nal and external sources. This database generates qualified leads for each SkAG-managed facility. These prospects are drawn from competitive markets and a historical database, and cover short and long term objectives oFthe Center which will be incorpotated into our new sales solicitation formula. I B;t "3k@ <")'ales Plan for Trade �s�tf)'vfl ��/If>E ''t'tll`pt Our corporate office has created introduction and direct selling opportunities for all facilities in our network through "Face-to-Face Expos," wherein facility staff meet with and expose their venires to major show � managers. These opportunities will include on-site presentations at corporate headquarters as well as "co- op" participation in national sales events sponsored or coordil 1: 1 by ' I G. i )al c-i j`Ela"EaC nai keCtt9k'f a E:Sflt'd4 The "branding" message and inclusion of The Dent Events Center in SMG's national network of facilities is integral-to the ongoing_ marketing effort. The Center will also benefit from thousands or impressions generated by numerous advertisements. a6YE y�(n"6S l Y Nkt.C-3CJt`a$.C='tip 3caeE:f+ aYi@.7 IJirat"<C'R.IItCj P aEl The following text provides an overview of SMG's approach to integrating its corporate-based and national programs to its individual properties. SMG employs a multi-layered approach to the sales and marketing of its venues. SMG's sales el ort.focuses on industry distribution channels,to which we have unique access. These include interacting with trade show organizers, special event promoters, consumer show producers and entertainment promoters. liales Progranrl Trade Show Participation and Sponsorships: Throughout the year, SMG is involved with all major industry groups, whether in a tradeshow booth or hosting a social event for key clients. These opportunities give our individual faciliLies the chance to co-op at little or no cost, gaining access and exposure otherwise unattainable, especially to second and third tier markets. While rnany oi our sales executives are in the same city for these events, we also host regular sales meetings to share ndustry news and trends and, more importantly, leads for new business. Corporate Initiated lelenarketing Events UsingIt } our proprietary database, our corporate sales v coordinator will wort.with a specific region of SMG venues to contact prosF7ect who -`tit the profile f oFthe venues and msrkets and create an environnrent nor {( r our multi-unit- clients to book more readily, and more often. National agreement, with large meeting and trade show management comp have Created C.Ontra Ct LC Inp ate9 �{ Ir ,1, i which expedite the booking and negotiating process. We j Focus our attention on companies that manage , i t Illultlpe events, matching their des[Inatl Ol'i yy�Y i i� 7 li pr forences with SMG facilities and services for i 1 the benefit of our enure network of venues. i Preferred client relationships: put all SMG venues on a higher priority status v.lirh firms such as: - Experient (formerly Conferon) Conference Direct Microsoft VNlJ Expositions t uaF s0zooz Rcara st For Proposal - Building Operator for the Kent C vent, Center 113 f - 1 3 4 i 1[ t 10 4 r-c Y, +x, y .: �5 qt t / s r tRt i�abn fr��� S t , 4 b " . .. Y ---------------- SIVIG National Sales: SMG is the only firm involved with [he rn anagement and marketing of convention centers that offers (;Ill3 51,1N k I I personal and ongoing sales relationships with trade showTkt pffCn ' "ff t'r t a a organizers and convention planners. loll Flee Sales Hotline: Show managers appreciate the ability to shop" date availability and proposals through a centralized I, national sale hotline. Our advertising theme is "62 Ever r „i? t3.&rs Wb13t,(, + t31 Venues...I Number to call: 1-866-BCC)K,SMG." By Hezdz CenoiA 4 sot to Editor � SMG Client Showcase Events: Customer--focused events are (h�rnozszt�tsruee>k.con) �a created to provide the opportunity for a formal pi esentaiion On April 11, the Society of exclusive) featurin SMG properties. It is a uniquelevera inc Independent Show Organizers (SISO) Ian Y g I p g and Philadelphia-based facility man opportunity for SMG to present its portfolio of venues and a; m amen[fi SMG announced hey' markets to firms who employ multiple show managers or creation Of an affinity tnr)g air. 'r meeting planners (such as Smith Pucklin Associates, Reed The agreement upon which the Exhibitions and Microsoft). These events are hosted at the program s based requires SMG tar}h i special Fs' client's own facilities, a mutually suited venue, or during ties to gve SISO members s P'c consideration when booking cvc,rts industry meetings and events for convenience and efficiency. SISO will provide SMG with testmao o Whether booking talent to perform at a convention's closing trials for use in promotional materials banquet, a keynote speaker forthe opening session, or simply Gregg Caren, Bxcclu ve Director of l Operations for SMG's Convention I an entertainer that we believe would be of interest to the P f community at large, our entertainment buyers have crucial Center Division, says that the affinity (-iv program allows the two on„anisatiotrti data on availability and leveraging ability on pricing. to "cut to the chase and give each i y Vlarketinl ...) Protgrwns other the best deal possible" in rheir mutual dealings. National Trade !advertising: As a continual part of our Caren adds that the agreement s "branding" program, SMG places co-op advertisements in provides a way for SMG to recognize trade publications giving exposure to all of our venues. Often SISO's high standaad of ptofssionil (9 ism and deal with its nncmbcrs accent l k this includes "opt-in` advertising at greatly reduced rates. inbl}>. "These are hr hrav} fitter, of i Industry Media Campaigns: As a result of our visibility and the industry, who recognize the pp reputation within the industry, SMG can leverage "advertorial" giowrh potential ofveiuc:al niches II e and other free publicity opportunities in the trade press they can bun-, nnore shows inro our for all of our venues. Additionally, the are often called UpOrr venues 'ui h se mart ers, it's good to] > for comment on industry issues, allowing us to incorporate both of us", he says. , specific venues and staff into the text. As (or SISO's point of view, P' Ee c urivc Director Many Beth SISO Member Affinity Program The Society of Independent Rcbcdeau says, "It only seemed Sv,+ r ,rci natural to start with e corn SMG, the Organv-rs is made up of an elite group or � r profifi" t trade show managers The 200 member firms are collectively parry char represents more conven- tion centers than any other manage responsible for more than 3,000 events per year. Recognizing y melt organization." the svner �e of events and venues- under such focused control, Sour g� r_e: C re�g Careu Exr(udve i SISO and SMG have established a program offering incentives Duer_ror of Operations Convention and benefits to members for hosting events at SIViG venues. Center Division, SMG 701 Market r 1 Si , Suite 4400, Philadelphia, PA j 19106 (2151591-6644; Fax: 215/592 E 1 ., 6618; P.-mail: gcarenCslni,world.wm) l Mar} Berh ltebedeau, h.cccutive i Dui etor, Society oflndependenr Show ; Oh-nnizr_rs, 7000 W SW ITw1; i i Chicago Ridge, M 60415 (1081361 i 0900; Fas: 7081361-6166 I -mail n mbtebedeaut?aol.eom). i4 ___1 k �' _ 7 i r Y t r pqk kA h� Y``i r t ; T gg a Y�C I�,t"rt�ra � .' y, '�. n a recent j month period, we estimate that SMG's corporate of Fice generated nictre than $260,000 of "value-added" exposure and direct savings opportunities to each of its conven'Lion centers as detailed below✓ t SIViG Nahunal Sala_e1%l0arkefing cu-oper'afivo hlor1rar6 Oppol iv ibcs,Vera nsdCosffu 2006 I!{slate Participate(i any) value, cosf r /fEssir "SMCivx rld L EXPO!EXPO!Tradeshow $ 54,000 $ i,100 IAF:1'N SMG National Sales Meeting with National Clients PCNW SkfG Sponsored Breakfast at ITIami Reach conference of 3,000 planners. $ 30,000 a 750 i r Mill World Education Congress(Summer)Sponsor--hip and booth $ 10,000 It 2,500 Annual"NAGS Nite Outtvith SMG"Sponsorship and booth for 100 top consumer show producers r NA cs at no cost to buWiin O. $ 12,OD0 $ 1,700 ASAE:S MG National Sales Boolli at annual convention and to de shorn;sold a I I venues to 2,000 r ASAE association planners as.'tail as co-op breakfast featuring all SMG markets in attendance. 7,500 $ - SISO:Aifini[v ryrngr-am gives ioccntives and ben etus for members to book ea oh SMG center; Members nru the top 200 for profit Gnde show firms In the country. Includes links directly trill - 1 SISO Vmnsesiso.org. 5IS0:co-oppoiiunity at bi-annual fomrns 1; 25,000 s 5,000 National Spun sorship,hadeshow and client appointments for competitive event planners 1"F.,41`✓IS $ 25,t70D $ 3,000 MDI Database Sell for Highly Quairikd Top 200 Prospects for Venue $ 3,pD0 $ - EXPO iV(agazine Corporate Discount for Advertising In Expo tViagazin©(est,based on 3 insertions) $ i2,000 $ 0,750 SMG Guide to Consumer Shoe' $ 4,E00 S 3,400 r Partners for Profit 2-page spread for IAENI Issue $ 0,B03 Pr 6,B00 Carotene Corporate Discou it for Adverlising in Convene Magazine(based on 3bloellions) $ 12,000 $ 9,750 Tradesh ow Week TradeAcotliVeek Major Exhibii Nall Directory $' 4,300 $ 2,965 I Guide to61NG Managed Facifties(SISO Issue) $ 4,543 v' 3495 Tradeshaw Week Cover Billhoard Progl-sm $ 2,097 $ 875 Tradeshovr Week Calendar ofindustry Evonts"Box'Program(Fxclusive) $ 1,000 $ 325 TradeShcvt VVeek Custom Research Demographic Profile $ 3,000 S 2,100 1 " Tradeshow Executive "Family Tree"ofSMG Facilities(April R December 1/4 page directory ads} % S,772 g 1,200 "Wodd's Top Convention Censers'Issue(foil page,4-color ad) $ 5,276 1. 3,223 Access to proud story(Iatabase of all SMG nafion 11 accuunts $ 50,000 $ i,000 participahou in ongoing natlonaI telemarketing scrvive by SVG's provides $ 36,00) $ 11,400 $ wpori $ All Pob!irations tdafional BrandingAdsfln uis tdO COS) 4a venues - Internal Promotion listings and links to inirhvidual facility a h sites from v�v.srugworid.com, _$ S 400 tot I '!'ofed.Value Vs,'total t.osf 4; 9''d`t"rJ $ 70.3it9 1 COW Savings t5ppartunity Affurdedl"Valuo Ps riled" $ 265.n22 1 I 1 �"}02007 Rl c}uesI for Proposal - Building Opet"a'tor for the Kent Events Center ')9� r AI� 1 1600 ,00A, viaOM i t �' �Ud7 r II�OE j l N p S f q/ [ / 14ECC lif _)14111 f?Cftl(J prOf71 C7t(bflcit fea3 ied iil )rade S{I Y v Exerrtitve and Ilacle s[cowV'deek 177ra azir)&s provide easy 1"ei" rotic �m for show plannersal � s�fu.276'�0< �..0$�{'x EStE Ienl uF < F 1 Y "!"-v iY +,'' < i I Yv �'{4 s ,'ti ,yy � `a''�3 Y' 'S � ry,t'�➢ ``' rF i. - 9 'u� } ✓ - i t � L^ � �? c �t��`s,.!„ t j- a - �t �� T��a IL maul HOM I r 4 ry nr ii�Ill aAl� f £ 'calm IA 1 °:took! it Ony to Gq� SAIN Zvi Qq J Nai'torna/ Sates pit .,IQ 4 Hotting �4 1 offers a one- ., stop shagging Al r -rl �' { O}7pQr UI"711Y ttor Show c t fill t'i t— - goW ai� v,izei rteefirtg n � ! zt ! f f 1 rA �F i i ? 1 i'j i ti 1 z i SfViG currentlI manages 21t1 facilities world-wide. We pnac ourselves on our long-term, lasting relationshil s v,,iih the buildings we manage. This being so, most of our buildings have been part of the SMG family for mole than the last. live years. In the next section we have provided a comprehensive list of references that we " encourage the City to contact to hear what our clients, business associates and industry relations say about Sfv G. Should the City require specific contact information for a particular building under ShtG management, wa will make that information available upon request. On the following pages we have provided the complete listing of all Sly(G-managed buildings, sorted by venue type. i I i 1 1 l 1 I 1 1 1 } i I � jjf ©2007 Request for Proposal - Building Operator for the Kent Events Center 117 I lil e tI r, 33,a � fit ri.,'. �i �� .,'? 3� I !s�' � z 4 ?t• ��� A t��`�;i i��J.t'k�`j x � ��i '� i ` i k k R rid.., If Seats i-Jankrltlantic Center 22,000 ivletroradio Arena 11,000 Nationwide Arena 21,000 Big Sandy Superstore Arena 11,000 New Orleans Arena 20,000 Mobile Civic Center 10,676 Ford Center 20000 American BankCenter 10,500 I Coliseo de, Puerto Rico 20,000 Laredo Entertainment Center 10,000 Id�anchester Evening News Arena 'i9,500 Odyssey Arena 10,000 Oracle Arena 19,300 Verizon Wireless Arena 10,000 ATBYf Center 18,500 Landon Arena 10,000 Nassau Veterans Memorial Coliseum 18,100 Florence City County Civic Center 10,000 Save Mart Center 18,000 Rabobank Arena '10,000 The Forum 18,000 Pensacola Civic Center 9,300 BOK Center 18,000 Sovereign Center 9,000 Mellon Arena 17,500 The Palladium 9,(111 Times Union Center 17,500 Bank of Kentucky Center 9,000 Jacksonville Veterans Mem. Coliseum 16,000 Oslo Spektrurn 9,000 Atlantic City Boardwalk Hall 15,800 George M. Sullivan Sports Arena 8,935 .John Paul Jones Arena 15,000 Paul E. Tsongas Arena 8,500 Cox Business Services Arena 15,000 Wachovia Arena at Casey Plaza 8,500 Sedgwick County Arena 15,000 Colorado State Fair Events Center 8,225 i Hilton Coliseum 14 8f)6 Sioux Falls Arena 8,000 Dunkin' Donuts Center 14,:500 The Arena at The Dow Event Center 7,600 1st Mariner Arena 14096 Pershing Auditorium 7,500 DCU Center Arena 14,000 Mid America Arena 7,500 Long Beach Arena 14,000 Diddle Arena 7 5- Wolstein Center 14,000 Hampton Univ. Convocation Center 7,200 Blue Cross Arena 14,000 Montana F_„po Park 7,200 t Reliant Arena 7,000 The Arena at Gwinnett Center 1t1-,000 I Eastern Kentucky Expo Center 7,000 Richmond Coliseum 13,553 ' North Charleston Coliseum 13,295 Kingston Arena 7,000 Konig-Pilsener Arena '12,655 Ford Park Arena 6,500 Roberts Stadium 12,500 John A. Carlson Center 6,500 ' Petersen Events Center 12,500 Cabanus Arena and Events Center 6,000 I Centuryfel Center 12,400 Canton Memorial Civic Center 5,500 ' Van Andel Arena 12,100 Hershey Centre 5,500 Idaho Center 12,000 Five I-lags Center Arena 5,200 / Baton Rouge River Center Arena 11,800 NOVA SOUrheastern University Arena 5,000 Peoria Civic Center 1'1,800 DeA/oa Field House at Hope College 3,400 Selland Arena 11,:3O0 Silver Spurs Arena 11,000 - - - . 1 Sq. Ft. Reliant Parr, 1,637,058 Tampico Convention Center 100,000 Direct Energy Centre 1,000,000 Shreveport Convention Center 95,000 lvloscone Center 742,000 Mid-America Convention Center 93,000 Colorado Convention Center 600,000 Ontario Convention Center 90,000 Salt Palace Convention Center 515,000 Wildwoods Convention Center B6,700 Miami Beach Convention Center 503,000 El Paso Conventon Center 80,000 Atlantic City Convention Center 500,000 Charleston Area Convention Center 79,960 Greater Columbus Convention Center 426,000 Prima Osborn III Convention Center 78,500 Carolina First Center 368,000 Rabobank Convention Center 78,000 David L. Lawrence Convention Center 313,400 SeaGate Convention Centre 75,000 Irving Convention Center 250,000 Kansas Expocentre 66,900 Expo Imperial - Acapulco 246,000 Peoria Convention Center 64,000 South Towne Expo Center 243,000 Meadowlands Exposition Center 61,000 Long Beach Convention Center 225,000 Nassau County Expo Center 60,000 Dena'ina Civic &Convention Center 2-15,000 Ogden Eccles Conference Center 50,000 DeVos Place 202,000 Ford Park 50,000 American Bank Convention Center 200,000 Gwinnett Center 50,000 Broward County Convention Center 200,000 Osceola Heritage Park 49,000 Flawaii Convention Center 200,000 DCU Center 48,040 Albuquerque Convention C:entoi 167,000 Pontchartrain Center 47,000 Memphis Cook Convention Center 166,000 William A. Egan Civic Fx Convention Center 45,000 Puerto Rico Convention Center 152,700 The Hall at The Dow Event:Center 42,500 Louisiana Superdome Convention Center 150,000 J-he Centre, Evansville 30,000 Cabarrus Arena and Events Center 150,000 Iowa State Center 30,000 \[Vorld Trade Center- Mexico; CIEC 135,600 Lynrivaood Convention Center 17,600 Knoxville Convention Center 120,000 Palm Springs Convention Center 1'12,000 Jackson Convention Complex 1'10,000 I Phil Lorry I ,po C enter 110,000 Hampton fends Convention Center 102,000 Dayton Ali port L position Center 102,000 � Tulsa Convention Center 102,000 _ fi1K rresno Convention Cramer 100,000 Savannah Intl Trade and Conv. Center 100,000 ,x r Rhode Island Convention Center 100,000 �� l} lPyyl, a �F - Cox Business Services Conv. Center 100,000 1. t Mobile Convention Center 100,000 Baton Rouge, River Center 1()0,000 r t r �478P�T©2007 Rectue.st for Proposal - Building Operator for the Kent Events Center - 1'Y9 i niw("iw'.. # Seats Bill (-if aharn Civic Auditorium 7,000 Fisher Theater(Iowa State University) 450 VVells Fargo Theatre 5,000 Carlisle Theater 304 Foro Imperial - Acapulco 4,000 Acorn Theater 78 Long Beach Terrace Theater 3,000 Rabobank Theater 3,000 Jirnand Jan Moran Theater 2,979 �:ti(+Yi t{.vt„»(`: t, �' r='ir( , k111'" K R =5 (m GfC3 Stephens Auditorium 2,600 Ford Pavillion 13,000 Evansville Auditorium 2,500 Idaho Center 11,000 Arnericart Bank Center Selena Auditorium 2,500 Booth Amphitheatre 7,550 Abraham Chavez Theater 2,500 Masker Amphitheatre 8,500 William A. Egan Center I heater 2,500 Bright House Networks Amphitheatre 6,000 Plaza Theatre 2,410 Loreley Amphitheatre 5,On0 Genesee Theatre 2,400 IV1cKelligon Canyon Amphitheatre DeVos Performance Hall 2,400 Saroyan Theatre 2,353 The Hanover Theatre for Performing Arts 2,300 Kiva Auditorium 2,300 1 N. Charleston Performing Arts Center 2 300 The Theater at -lie pe Dow Event Center 2,275 : ' rx� ` „ . Peoria Civic Center Theater 2,200 666 S tr y4 Cannon Center for Perfnrming Arts 2,100 k ,10 _ Mahaffey Theater 21000 �r ,l5 i i {�l Bridgewater Concert Hall r UK y,000 �r " ti jY t T r Y a Cs } 7 K .Y� ir Victory Theatre 1,950 r t, r}7kll f.oY�l s n l ,cs �f i a # Y s P Mobile Civic Center Theater 1,950 r r RivercenterIheateifor the Performing Arts '1,900 Sovereign Performing At Center Saenger Theater 1,800 Jacoby SyVnphony I fall 1,724 Journal Tyne Theatre. 1,100 Peery's Egyptian Theater 85S Long Beach Center Theater 825 Lincoln Theatre 704 r Gwinnett Performing Arts Center 700 Five Flags Theatre 700 Orpheuni Theater 680 Ten y Theater 600 i Colony Theater 46S Springs 11 heater 450 I Of tyt5ft ^ { i i I i i .`seats i Louisiana Superdome 76,000 Jacksonville Municipal Stadium 73,000 Reliant SI.adium 71,500 Reliant Astrodome 70,000 N/cA(ee Coliseurn 62,500 Liberty Bowl 62,500 Soldier Field 62,000 Chase Field 60,000 Churchill Downs 35,000 ! Baseball Grounds of Jacksonville 7,200 �n'{.i, C11 ,£ v�S`5,�� j is ' i}'cFtFh: a' .Vs a rxx ,"x r r sir 1?- ar, ai ! T TO. ..± ?l�MU" o kt d x r ?s c "'8 * "A.5 't.".• ; `Xr 'ne a _ { ." +.,-� : i= 4` kj,. r 7t y ).wF Si `i"Y �.u!•i.2",'s,}�,.-"+✓' r ; ',Y.,, 1 lS..t`` v x'`YFj w;` t`t rt kh,;. t NV k y J tR J 5 r 1 x Y r+ I x x x z � 7 t E Yy , t r5 { F j 3Ci r i > r£ FY x S 7 ; r1e I ! i14� n r 02007 Request for Proposal - Building Operator for the Kerb` Fveits C:erzter 1 't i k aI l al 11 : j11� t — zr + uu7 Jacksonville Equestrian Center Idaho Center Lamar DixonLxpo Center Wichita Pavilion Equestrian Center I j Bakersfield Ice Sports Center Ben Boeke Ice Rink Churchill Downs Dempsey Anderson Ice Rink Idaho Sports Center Kiel Maritime Science Center Long 9 Beach Aquarium Millennium Youth Entertainment Complex Rye Airfield r r a I IF �t93 t tRFF F Z, I } rA 4 t � a Tt if t� � •. '� 1 r (.y., t Yr t - rIK ; k7l r i t t k i xA � .. , � i s J # 1 t Y t { Y 1k' .. ..r l-,-,. 'Tsorqjas Arena Van And"el Arena x John H. Costello,Jr'. Steve Heacock- CAA Chairman Chairman, Lowell Arena &Civic Stadium Van Andel Institute Commission i 107 Clark Road 333 Bostwick Avenue, N.E. Lowell, Mass. 01852 Grand Rapids MI 49503 Cell Phone: 508-864-8769 (616) 234-5062 Steve.Heacoci<@vai.org Five Flags I Center Mr. Gil D. Spence V(�',Jze)irj %%ire ess Arena j Leisure Services Manager, City of Dubuque, IA Dan Oneil 563-589-4391 Alderman, City of Manchester, NH gspence@cityofdubuque.org Chairman Civic Center Committee City of Manchester The Dow Event CeIrAer One City Hall Plaza Mr. Marc McGill Manchester, NH 03101 County Controller/CAC, Saginaw County, MI Phone: 603-540-4090 989-790-5578 mail: doneil@manchesternh.gov i mcgillm@saginawcounty.com i Sovereign ign Center Mr. P. Michael Ehlerman rF„Sgs Ft s5 tlyxs t,, 'x'.i : yt4 i c a "''{ et.�. "` i Chairman of the Board, Spvereign Bank610-208-1800 r jr t *yA 4 q m sF� Stk,.rk k P d s t't r r F tz taYk 0, y s "' 't•, s1n h^'s ,"u,#' n ,S r I h ,tt`+i y � t11r}'Y k'' -{f Y :4it+�h ' �'��� _ 1 4 'tt. 4`t�k b. I# t C 'x`"d re x,,x 3 f ` ( iiN#AYn Vt d T 4 4 S n a ac dp t `{f Fv a r ft a'r 7 r i 5 � in t q - a , 1 l t{ ,E Niel -a s— YtY t Vt ,i#fit t r T x a } , t H r�bn 2nm Reaues'c 'for Proposal Building Operator for the Keno Events Center 1?3 1 ' Y i �g t �i Rt 2•, � a A� rO � November 28, 2007 �Q To whom it nay concern: v The American Hockey League is in its 72nd season of continuous operation. The League xt is constituted of 24 member clubs across North America, and serves as the primaryMg i development site for all 30 National Hockey League teams. We are projecting attendance x for the 2007-2008 season at just under 7 million fans. IT4 n r Nine of our member cities play in arenas under the management of SMG. We have an excellent relationship with SMG at the team and league level and look forward to continuing and growing that relationship in the years ahead. 6 �f } Very truly yours, t $� try; j David A. Andrews President and CEO } 1 �M I t American Hockey League <= One Monarch Place, Suite 2400 - Springfield, MA 01144 . ) WAY Is rc it f y 4 § V"'s '• Y�l X���i-uY �§'"J 1.4J� y {,t �t {{: S '�PY Fh UMACM it Liz +_> y '^ F}*` 1 Y s r Fi spa r%'i �' 3x „R % 9 . bSa ��'1Us#xv `k Era zi ,r,{y, i. k t p 2jkx x hf +s r Cy Syyy k11�1- a,trY IN �i t• 2 �-Xt s > 4 1t " t �i.7r`[��fY s t +i, r+. VAX= n x C h 4Frh,.t Pk }y'k?.x } Y K x r gy { t r zyk 3 T s _ �o"a y 0 tiyr c 0 tc + -x' i. f -s{ 3 s a �4F#p s hae _ rux : a ,,�?`�: +r`yF���"# �#'p`�r§Y � s'� r�" * d`''�.{,�7 '�i.s•- � � .�a a .e 7 � � t w �' � } s ' Lir S �'s -_ low, f y .t L��h +KF�f*.J'"� �' i�M d{ S Z.'.srg k '^} '�,xi G S'XT r' Y ��F p t r"},., fi � 3kd �' r!e{i.Y `s'-a•r =�v".r5 �'��"^,€z '.��,'.s?4! R�.r �• "� ° �" � 1 7 'ary � Ya �` �" { c x t s .0 x-?ni, a+ A"�.- 5 s :f :�� +`ry — '- �+ t xF,-'~�:� t "'r^kS �y+}4 �+ +x➢C s b t"4 �'t"'+r ,.* p t h x 1� - —;.r, -r-�' �r�", } r F,�t..,t-".0 kit �+: �.hehsca ,.�h; r } u g x r�y4 s$" {•4 '€ to 'i.'ti+r —, '"" E ..X "t r r 1Ai n•Yrrxbi,a'f'{', ?tY n.�,y £r Szn§ * 1' '` k ZFr y + t, i."x„x': `� ,� r roy,� fie-3<. } `s-"'-yam,. r �Y y g —ps = r s' r `£ +,` #`✓'s } '' 4a RM y$ RUM` 't s oo 0 Npa INV trtµ' r� § '" o ,.:J t •W4 r4r ,+ 21 ff =sqw,wW1 TR->` rs i f C �d *�f x t F r R.T IV t � s sue` i`Fx �F t � £ u!Vqi S' age+, 5, -e,j AT y 'n{, f $ t k Wk t { + x a oil. {t v + + t qqpyyy o of i ,e (x t�� ����,..�l.�i . .... . ... >s '!,jF fit.° va 4 � { .�> i.'.,,,,�. � $!'76,0(!S SMG PRE-OPENING BUDGET ICENT EVEKITS CLNTEl FOR, 12 MOMTH PERIOD PRIOR TO FACILITY OPENING ING — PREOPEI�tINYd J._.....�..TOTAL ..._._. ADVERTISING,MARKETING&PR Website Development/Hosting $15,000 Industry/Trade Advertising 25,000 Local Advertising. 15,000 Grand Opening 15,000 PERSONNEL 467,418 LEGAL FEES 5,500 TELEPHONE 6,250 OFFICE SUPPLIES 5,400 COMPUTER EXPENSE - 6,000 TRAVEL&ENT.! MTGS.&CONV. - 10,000 LICENSES&FEES 1,000 RELOCATION EXPENSES" 0 POSTAGE EXPENSE 3,300 CUSTOMER SERVICE TRAINING 6,000 INSURANCE(PROFESSIONAL LIABILITY) 3,600 PRINTING&STATIONERY 5,500 ' BUILDING OPS AND PATRON SERVICES SUPPLIES - - - 15,000 EQUIPMENT RENTAL 3,000 DUES&SUBSCRIPTIONS 2,500 CORPORATE TRAVEL 20,000 SMG FEES 24,000 TOTAL EXPENSES $653,467 "to be deferminerf I ! i i I i ' I ski 'IJE 'I rs�''�`4r.. c"�. �tF 'fir kcsg t dl,.i , ..aE e ooa mom oo - _ � C ia`N of uiPN O,fa m41M � NNH'[a r G 1 i 4 C. IV D('INN OI-Ya ua mea , uOiNN m ' ON NN ht�H2OnOm O uOiN NbO mNm h � m044ff a- VOOPors OFNF�o I ryry 9 u'�ROO ii3Nm0 Z (VONN hYa,Om • , ,,a „7m �- 4� m bPw J ayo amVNm uaM�m � , t7 ,�N � NtNJm om IkE 1 � Ll �tJO , NN,mn a � NN_N_m ,n i[a uam , ,7 t�,6 � NNmo d mm OOoo o � O m 1 f..f hdd �`� rt{ ^` On)OwNhumlN� , m mN , lmV NioN m 1 f63 L6! 63., omoowo H�6u N � iyo`n mmuam ra m,n , ) �''E pNq � � N T ' to yKm 1l cs ��pp m O yy F o Lu E1P Md ld.n NmNNVNiS muam � Ca , t°a ua NNm aGay O o uO'a cc NoRN�o LLOaN�.,Oo [O ) c ty omu0i u0i•n- 0 0 0 w0�° . 0 ea � mi ro ry m m a � u �2 U p \ ,tAf, tt4 � � IJa UuS jt�V r>ILN Uj ' a r) I I �i+�l � ra iNuli a jt 1 Fp !n U OL mEy (L E'. ZW O(/I Il N1. IIIW J(7U4J W,Y IVa 1 jfl" aft boo litin }nu fAUK7 uni l�Fc ar ln,191 srCi �.a 2r)rn Reauest for fropoasaf Buildincr Operator for the Kett Events Cewei — E; _ I 1 I I —J s i. III 1 - Y r it GI i= g ILI w_ - lu D:z 0 0 fA 0 C)t. p+ I3J tti @.T,CL In III z I� UA:D 0. 0 — �'C, Jy, oo no oo' - 00 0 ao0 00000 V =q o .boa oo 00 0 0000000 O C:�N V /00000660 m ) a in n w I nm c c - I ?_ m L`f� NaN1� .IGC �Od IJ O 3L 0 .` tCm > o � � u � a on Ud G !_ J G)— I N N W to O�- 11 � w c m u U luocc rlNi tp I � Canot�ic 1 1 { L: !S a r V O S 1c a 21 'T'U o r 1f1 i m t �s - LNl° :mo(h' i�m xi uui 1L n 000cloL� I J i r t +`��y1Ft M.la ;�y-i, '° "rr 3yi3, n ' ik i o oo h o o FP N m c oa . of ink ' o ' mrn wPrnma qq nm _ i Ncv tit`io m.na i 0. ' M 00 M >oJ P Oh mb at+M f 'r{' m6 PYl M r >O O �''Om NIn�M N N I m rR - OF W mF r N NF�O•t0 m O> L. V'SVMCJNm - mDi C? ' 6Yrr mOh m mm Nhh� • � NCY{ m _ ' �ry m m ui - •i n e� d�a er M c� -� � a z J 4:: 'N—`- k _S i h _ {' N 16. I M r r r r I r r r r r r 'nN 16 0. ❑ t Q p z - 1 fli ll-A C. m m 1�-'"i p 1tJ Oz KW V n a JT Q Y I11 M h _N H - m s i r On � - � r N ) oP o0 0 00 o POP0000 �g� Po oa P oP o abo Poob .y Po oo ' a ou> q ' 00000nP h VroNln rnO i } ?'Q 04' CaOV N VCN1 m in in Nv'trMV N_m t➢+-o r-NN �i NV �5'O co mM u>NN�-<q 1 � n 100 } y y l Bit Ox c3r, - ro t4JqQtI]Ito 1 V FIoI Ot> i!Im t iI I �' IIII� •, m �")- r i2ov d ° 4 "C9 vnmd i1714� .- 1i1)IU (iti: t>00p _' I fcS I--O now-V ,7w7 rinc,{ac.,t For Pronosal Buildinci Operator for the Ker)c i horns Center1�� r I j I i I I I SMG KENT EVENTS CENTER PROFORMA OPERATING STATEMENT SUBMITTED I I I I I HIS REPORT IS 13ASE0 ON PROJECTIONS, ESTIMA LES,ASSUMPTIONS AIRD INFORMATION FROM SUPPLLMEN T AL RESEARCH. CHANGES IN THE MARKET, ITS F_NVIRONME1,11-AND THE NATIONAL MARKEI-PLACE,ALONG WITH I ASStJMPTIOPIS THAT DO NOl"tiAATFRIALIZL COULD DICI`A,TE VARY,HONS IN THE E_STIMATFD RESULTS. THEREFORE,ACTLIAL RESULTS ACHIEVED MAY VARY FROM YHE ES)IvATES. aP9Cre<"t�:�tlrtc:r`»rs+'mr:rf G'r�nfidrvifi+f-02007 11E, � MjV"w g4`.C}'3f SSG SSG KEN°T EVENTS CENTER �SEGTI > I i I o Uaior i`or the 1<ent i'vents _enter 7ld )0207 Peouest T i Line ; SNiG Karr Ewm-rs CENT ER PROFORMA OPERATING STATEMENT MAJOR ASSUMPTIONS i Ganerak 1 The arena will consist of the following: 6,000 seating capacity for WHL 20 luxury suites @ 12 seats each 500 club seats 2. The facilities used for comparison purposes are: Tsongas Arena(Lowell, MA),American Bank Center(Corpus Christi,TX), Dow Events Center(Saginaw, MI), Florence(SC)Civic Center, N.Charleston(SC)Civic Center and the Sovereign Center(Reading, PA). 3. The event and attendance assumptions are based upon SMG's industry experience, results at similar facilities, and SMG's knowledge and relationships in the local marketplace. 4. Primary Tenant generated revenues will be handled by the team and therefore SMG will have minimal impact regarding these line items. Therefore;the assumptions used in the B&D study were used in the proforma. Revenue: 1. Rental income from events is based upon SMG's industry experience and industry standards. 2. Food&Beverage Gross sales are estimated at approximately$2.1 M,with the operation yielding a 40% net profit margin after all expenses. Typically,the net margin to the facility under a 3rd party contract will be lower and is dependent upon the contract structure entered with the provider including term,type of operation (P&L vs.managernent fee)and any investment made by the provider. 3. Merchandise is assumed to be handled in-house and the net profit margin is assumed to be 20%based upon industry averages. This assumes an average show deal of 75%/25%,with 5%going to costs. The remaining 20%would then i be retained by the facility. This excludes Seattle Thunderbirds games as team will secure all profits. 4. Parking is assumed to generate expenses only. The expense figure was derived based upon similar SMG venues and is meant to cover such expenses as staffing and post-event cleaning. Per the RFP these expenses will flow through the Kent Events Center, 5. Ticketing incentives are assumed to vary by event per contract based upon the type of event i and ticket price. This also includes facility income from will-call orders, mail orders and "at-home"printing. 6. Facility Fees are assumed to be$2.00 per ticket on most events. In some cases, these fees maybe reduced (WFIUSecondaty Tenant)or shared with the event promoter(family shows). r 7. Luxury Suites are assumed to include tickets to all WHUSeconclary Tenant games,the value of which is deducted from the lease price and remitted to the respective teams. All suites are assumed to be sold for 3 or 5 year ! contracts, thus the stabilized nature of the revenues. S. There are assumed to be,500 club seats available for sale with 450 sold,each generating a $245 net premium i to the facility after the Thunderbirds'share. Club seats are assumed to be sold on annual agreements, i 9. Advertising revenues are based upon typical available Inventory of a building of this nature_ These revenues may change based on the actual inventory availability in monsoon and vvhether or not SMG would be, responsible for the sales. This figure also reflects the reduction of the Thunderbirds'share. , i i i i I s'(i'�sc KEt\T EVEN'PS C;EM I ER PROFOWAA OPFt2ATIPdG STATEMENT MAJOR ASSUMPTIONS . Lenses:_ t. All operating expenses are based upon SMG's experience in similar facilities and assumes most services will be handled on an in-house basis or sub-contracted by SMG. 2. This profonna assumed a full-staffing based upon similar facilities and industry knowledge. ' 3. Insurance expenses are based on SMG's industry clout and leveraged policy rates. It does not include property insurance. 4. At this time, utilities are an estimate based upon the B&D Study. This should be analyzed further as the construction progresses,as well as once a further understanding of how the arena will be monitored is gained. As a result,this figure could change significantly. 5. This proforma does not include property taxes and/or capital reserve at this time. ,t l ) 1 I r 1 I I i 1 1 e tin 7nn? Rpr7uest For Er000sal - &uildinaa Oraerator for the Kent Events Canter � 3� i r 1FL 1� ' i4if x � e 61 GgA€ "„`" ,s ' � I iJ Cttd�^j KEHN'j EVENTS iS CENTER PROFORMAOPERATING STATEMENT LEAP INICOME SVIATEWI ENT Year 1 YRar 2 6rno Stub Total#of Event Days (performances) 124 75 Total Annual Attendance 489,000 278,566 event Income Net Rental Income $619,432 $349,270 Ancillary Income Food &Beverage $889,872 $537,654 Novelty 97,650 62,573 Parking (55,406) (33,039) Total Ancillary _.. .® $932,116 $567,167 Other Event Related Income Ticket Incentives $322,064 $213,391 Facility Fees 460,560 291,200 Luxury Suite Ticket Sales 87,555 55,E_92 Total Other Event Related 870,179 560,283 Total Event Income $2,421,727 -� $1,476,740 Other Operating Income 1,153,050 - _ 587,697 Adjusted Gross Income $3,574,777 $2,064,437 Indirect Cxgenses Labor Costs $1,107,570 $575,936 General &Administrative 225,600 115,620 Operations 318,500 163,231 Utilities 556,000 284,950 Insurance 86,058 54,307 Total Indirect I xpenses 42,293 7.C8 s 194,044 I'M Operating income/(Loss) $1 281,050 ,I;70,393 (before management fees,property taxes&property insurance) r Base Management Fee (as proposed) 96,000 49,200 � I tdtexr frr.Ir,i5ncl4womo((I_om) g1"itS�,,t)"f6 j8X,I,_I93 (before property taxes; property Insurance) 1 I i 1 l a kGd5� ' I S,YVA,C1 K NT F-V N`i?`3 CENTER PROFORMA OPERATING STATEMENT OTHER OPF.RATING INCOME _ I Year 1 � � R l`ear? t�mo Sktab Luxury Suite Sales 394,100 202,962 Club Seat Premiums 107,700 54,967 Advertising&Sponsorship 315,000 162,225 I Less Commission 0 0 Less Team Share (78,750) (40,556) Total Adv& Spon 236,250 12-1,669 Naming Rights 400,000 200,000 Less Commission (60,000) (30,000) Less Team Share (40,000) (20,000) Total Naming Rights 300,000 150,000 Pouring Rights 75,000 37,500 Interest Income & Other Misc 40,000 20,600 Total $1,153,050 $587,697 J a } 1 1 � I I i 1 1 J i t t I t's'atar;'1n2nm t,'enues' for Proposal - Buildina Operator for the Kent Events Center 134 mwn f" S � r r'r 'sx x s I 3 ' I I i KENO° EVENTS GE T ER PROFORMA OPERATING STATFBIENT SECT ION B EVENT SUMMARIES I r i i r N N N N # r r O p r O w ..YY o N O N M Ci M N N C4 as N t9 1 r o o rn rn ux c� 0 1� w r u� mo m nN o o � Iq rr o DF N I nwo_ wiv r,- mo m rnN m rn 3 o ti xY 'fin �'- n o00 0 00 o n voo w et M o r F- 7.a* t0 O O' 00 W O N 00 O N m O t` Fa N W N CI m tD K Q H O M1 N rP N CJ t4 h t� d 1 o 0 o u o 0 0 0 o a w r7 rp O V o N M N o rD O x OM Nt'rri tV 6 rri vi Y m V h w m n rId r � :v 1 -xrr vaS rO u O O m O Vf tO 1� O N � {gY �S 1l .. i 0000 a { K { i till iJA . rOs r III � �+ r rr Lii j jlf Id `� 41 cr c � f r IYI � C n tY 3C1 ff) 6A1 � tIV IA.f <ri r T tk01, ✓( !t1 r, c oY .I tr .� F _, j1� Ir fY1 tF i� r> Cl G I� il� Oyt e t orM?nm Request for €'r000sai Buildina Operator for the Kent. Eve rs Center -'- '€36, 'IT We"N 5.+ � w® �EX�A I of O O O NN N ro aj cn 1-, n t9' rU P IV4 M O t0 th (7 qg V NPt ib 'A 'n CI M M YT 5.�ty`: fPr 64 bN.e 9 M M <R K «z' n I y'. ,ilo:l aF m m m ui N rs N w n a w r 1 2�� I �x.-��•s�• u� op o0 o a o o p rY"v n ro. �o win ' ' P = y 4i 1 , � �, { oopo q o o qom o 0o N o of N Nct 1r+ r t�t Y 4r { Fry • ,; o I y Hi i7) Cl W W } lii {1 i iA t i c r l 4;w I U 0 q RI Itd E) I3f r' Y z n pife i rA u II o f h n Y Y 1 a tt� a tsl '-. _ 1- Ir_o F,S t, r>'� m �•:� �d � r r- u h t ff) 4: fl.. fil ,jm: tgt= Np s- t ,..j ....t.. -_ .a„v. a ., .x.>{ ..�nri' t��!.�'�..,•se �5�. s 5ft' rx 1 N tl N m � ya (?L ht Fy} ur u}^s I I N f t f HNmr N 14- n C N O t erya`y m L 5 � tyyKK!, m f' OOa m N out 6m m o Mm �O uOiNo NO mM � t'a max • l ry o Iz IM Itl Iq N lI f� �I L I t Irr t M C5 fy (� NA nlx t) Qa i I i z 13 n a 1 u IE r} Ie' GS r,Y IQ Gt �>' 1. :• IS1 C t t)02007 Recuest for Proposaf - Building Operatar for 'the Kent Events Center FK SLAG K.ENT EVENTS CENTER PROFOR"A OPERATiNO STATEMENT YEAR�!(13H10. STUB),-EVENT SUMMARY SCHEDULE BY EVENT TYPE h Numbar of Evenls(performances) 3 � 3 9 2 75 Total Animal Attendance Regular 6,000 15,00D 450 55D 228,536 Club Sealing - - - - 25,00 Sulfas 24,380 Total Attendance 6,000 15,000 450 550. 278566 Alfxndancs oer Event Regular 2,000 5,000 50 275 3,046 Club Seabn9 - - - - 341 Suites 325 Total Attendance 2,000 6,000 50 215 3,714 e � '# .� �'�� P�-•'k�,*"e '�,s� .xe�� �,'} s s.A '��. .$� l�'a axe,#m4 j"�x 710,4'''xry '"� DIRECT EVENT INCOME Rental income $6,000 $12,000 $2,250 $2,050 $553,530 Reimbursed Expenses $0 $0 0 $0 0 Aoh,M Expenses $0 $0 0 $0 (182,310) Total Direct Event Income $8,000 $12,000 $2,250 $2,060 $349,270 ANCILLARY INCOME Food&Bevemge $4,944 $3,090 $2,318 $4,532 $537,654 Novelty income 0 0 0 0 62,573 Parldnq Income _ (695) (1,159 (219) (106) (33,039� TOTAL ANCILLARY $4,249 $1,931 $2,D98 $4,426 $567,187 TOTAL EVENT INCOME $10,249 $13,931 $4,348 $6,436 $916,457 OTHER EVENT RELATED ITEMS: 'Hcke[Incen6ves $7,626 $0 $0 $0 $213,391 Fadlily Fees 0 0 0 D 291,2n0 __- TOTAL EVENT INCOME $17,874 $93,937 $4,348 $6,486 $1,421,048 tVEM INCOME.PER EVENT $5,958 ;:4,G44 3433 $3,243 $16,947 I i it I �sau� T SMG i KENT EVENTS CENTER PROFORMA P RA. TING STAYEME T SECTION INDIRECT EXPENSE SUMMARY r i r i t i 1 i i r 4--cm-Mr4-T0 2001 Request for Proposal - Buildinq Operator for the Kent Events Center -- '140 I ^' l�F^t 4s p l A� M a u KENT EVENTS CENTER PROFORNIA OPERATING STATEMENT INDIRECT EXPENSE SUMMARY i µ Year 9 n Year 2-6mo StubM Labor Costs-see supportin❑schedule _ Salaries $786,000 $408,720 Bonus 42,900 22,308 Taxes&Benefits 248,670 129,308 Part-Time Wages 30,000 15,600 'total labor $1,107,570 $515,936 General&sAdministrative Advertising&Marketing,Printing,Collaterals $50,000 $25,625 Professional Fees 20,000 10,250 Telephone/Cellular 50,OD0 25,625 Bank Service Charges/Merchant Fees 8,500 4,356 Data Processing Costs 20,000 10,250 Office Supplies 20,000 10,250 Postage 5,000 2,563 Travel&Entertainment 3,600 1,B45 Meetings&Conventions 7,500 3,844 Computer Equipment/Software 25,000 12,813 Employee Training/Recruiting 5,000 2,563 Dues&Subscriptions 7,500 3,844 Licenses&Fees 1,000 513 Miscellaneous - 2,500 1,281 Total General&Administrative $225,600 $515,620 Operations Repairs&Maintenance $100,000 $51,250 Contracted Services(security,cleaning,chillers,elevators,scoreboards,etc) 75,000 38,438 r Operations/Janitorial Supplies 100,000 51,250 Trash Removal 20,000 10,250 r Equipment Rental 6,000 3,075 Landscaping 7,500 3,844 Uniforms 5,D00 2,563 Exterminating 2,500 1,281 I _ Miscellaneous ._ 2,500 _1,281 - ) ToialOperations $313,500 $163,231 Ele0drity, Gas,Water 4556,000 $284,950 ) t pia) PltilfeFes ' r lnsuvan"'e see supporting schedule _ $86,058 $54,307 °5n,3D7 11r ur Iej!n. u t r Boso Fee 96,000 a.ol $49,200 a.o% --.. -- ) 00 200 tb7aP Indu r c I v "" � }ss �..*�N t SO �, a 9 }yQ ., 0 �d I � f hqy f Wl KENT EVENTS CENTER �I SECTION D SAIL.ARIES & RELATED EXPENSES , r , I a �I , �I i , rti�gnn, — — Request for Prouosal - Buildinq Operator for the Kent Events Center — 142 { 2I p 4 K .� ra�S �.+ x � � u. �,rtt•..r �txg�':.. n L G# � 4� �3 4 nM h 2 ks i KEN T EVENT:``; (-,ENTER PROFORWIA OPERATING STATEMENT SALARIES fA' RELATED EXPENSES Payroll Annual Annual Burden j I Dept Title F7'E C Salary Bonus 30°to TOTAL t Executive General Manager 1.0 105,000 23,100 38,430 166,530 Receptionist/Admin.Asst. 1.0 43,000 - 12,900 55,900 Subtotal 2.0 143,000 23,100 51,330 722,430 Finance Director of Finance/HR 1.0 60,000 6,600 19,980 86,580 t Accounting Manager 1.0 45,000 - 13,500 58,500 Accounting Clerk - - - _ - Subtotal 2.0 105.000 6.600 33,480 145,08D i Marketing - t Director of Marketing/Sponsorship Sales 1.0 60,000 6,600 19,980 86,580 t Sales&Marketing Coordinator 1.0 30,000 9,000 _ 39,000 Subtotal 2.0 90,000 6,600 _28,980 125,580 Box Office Box Office Manager 1.0 40,000 - 12,000 52,000 I Box Office Assistant 1.0 33,000 - 9,900 _ 42,900 Subtotal 2.0 73,000 - 21,900 94,900 I Event Management 1 Event Manager 1.0 40,000 - _ 12,000 52,000 1 Subtotal _ 1.0 40,000 - 12,00ti ®_ 52,000 Operations 3 Director of Opei ations 1.0 60,000 6,600 19,980 86,580 Mechanical Technician 1.0 50,000 - '15,000 65,000 Chief Engineer 'LO 55,000 '16,500 71,F' Operations Staff 3.0 90,000 - 27,000 1,17,6, Operations Coordinator 1.0 35,000 - 10,500 46,600 Ice Technician i.0 10,60D - 12,000 40,000 Subtotal 8.0 330,000 6,C00 100,980 4!5;80 fart.=firm Nrtgea 3000O 30000 Total All Dopaartmonts 'i7.(! t31G 000 xT x;UD 240,670 1 09'r 570 r 1 1 t i 7 I i i i r �tt- J x3_9 [f ? ." unm.��l#lr'yy si Pr�Opening Service _ $24,000 $0 ,..z..�..=-m�. .r:.m..$0 .� � $0 $24,000 i Fee r Qase Management Fee $0 _ $96,000 $98,400 �$100,860 $51,691 $346,951 (1) Base Revenue nta .$3,574,777 $3,834,223 $3,982,293 $2,309,730 $13,701,023 ' Projections(2) '... ._' 2,293,728 $2,355,621 $2,433,642 $1,265,494 $8,348,485 $Base Operational I Expense Projection (2) Incentive Fee(3) $0 $96,000 $98,400 $100,860 $51,691 $346,951 Total Fee $24,000 $192,000 $196,800 �$201,720 $103,332 $717,902 I SMG Notes; `Assumes contract is renewed for period 71'1/l M/30/12 per RFP. If contmc9 is not renewed,management fees would I be prorated accordingly. If extended,the fees in Year 5 would be prorated to account for the canbact ending on 6/30112. (1) SMG has proposed an annual base fee of$$96,000 which is would be prorated in year 3 if the contract would and In the middle of the calendar year,which according to the answers provided is the fiscal year of the venue. l (2) See the included,detailed profonna operating statement.SMG's preforms Is based upon 1 full and 1 partial(half)operating years. 1 The revenue and expenses expressed in Year 3 have baen annualized assuming the contract is extended. Revenue projections are based upon Adjusted Gross income,which is the"not"revenue received by the venue Including commissions paid,direct i expenses and/or sharing with 3rd particsttanants are considered. I Base Operational Expenses are all indirect expenses incurred in the operation of the venue and Includes SMG's proposed base managament fee. i (3)SMG has projected the Incentive fee at the rnaxfrnurn amount allowable under IRS Procedure 97-13,however this amount may change based upon actual performance and evaluation by the city under the terms of the incentive fee formula provided in the RFP. 3 1 ) 1 1 r 7 ) I r 2n07 Rearrest for Proposal - Buildina Operator for the Ken[ Events Center — 9 rfJ rxF4 ��/ f}yYY PROPOSED ("OMPENSATION PLAN FEET EVENTS GFNTER NOVE BER 30, 2007 � F'r�-K3�sen_ frr�YVian>�ernan4 Senric�s: �I' Term: 1 year January 16, 2008 through January 15, 2009 Fees: $2,000 per month plus reimbursement all pre-approved out of pocket expenses I tlffarmgce rent ervices; Term: 1 year plus 5 1h months with 1 two year renewal options(per RFP) Current Term: January 16, 2009 through June 30, 2010 Renewal Term: July 1, 2010 though June 30,2012 Base Management Fee: $8,000 per month ($96,000 per) year payable in equal monthly installments; subject to annual CPI adjustments. Incentive Fee: SMG confirms it's agreement with the incentive fee calculation provided in the contract included as part of the RFP: i. T'weinty percent(20%)of the Annual Incentive Fee will be based on customer, City, and Team satisfaction. The level of satisfaction shall be determined by survey conducted by an independent Third-party selected by the City. In order to achieve this portion of the Annual Incentive Fee the survey results must show that the Contractor has achieved an average customer/client satisfaction rating of at least eighty percent(809I6)or greater over the course of the operating year. The questions and rating system of the survey instrument will be developed in collaboration with the Contractor', however,the City reserves the right to make final determination as to the content and rating system of the survey instrument. 2. Twenty percent(20%) of the Annual Incentive Fee will be based on completion of specific operating goals and objectives which shall be assigned annually to the Contractor by the City. In order to achieve this portion of the Annual Incentive Pee, the Contractor must have completely and successfully completed those assigned goals and objectives. Beten�ina on of successful completion shall be of i:he sole discretion of the City. :3. Forty percent(40%) of the Annual Incentive Fee shall be based on the Gontractor redi_icint]the op ratirnl loss of the far iliti es below the level of the operating loss from the last complete operating year. The Contractor may earn twenty-five percent(25%)of'this component of the Annual Incentive Fr ( for reduction which � shall be between five pero--mt(5%) and l n percent (10%) the Contractor may earn 5fty percent(50%)of this component for mducaions of beivioen eleven percent(11%) and twenty percent(20%). The Contraactor may earn fifty percent(50%)of this component for reductions of hetuac-en eleven percent ent(1 VA)and twenty percent (20%). The Contractor may earn seventy-fourr perceni(74%)of this component if the j reduction is between twenty-one percent(21%,) and ihirty percent: (30%). i I 'TWO will ensure the final ur ryrsdWocd terra 4 of the noarragemerr2 agreement will coma/Ni'vvftla IRS Procedure 97=13.' /f{{' I SMG PROPOSED COMPENSATION PAN SCENT EVENTS GEN CEEB NOefEMBER 30, 2007 j I The Contractor may earn one hundred percent(100%)of this component for reductions in excess of thirty-one percent(31%). In the event there are no operating losses, Contractor will be deemed to have earned the forty percent(40%)Annual Incentive Fee established in this subsection. i 4. Ten percent(10%)of the Annual Incentive Fee shall be based on the responsiveness of the Contractor to the City. The determination of the Contractor's success shall be made in the sole discretion of the City. 5. Ten percent(10%) of the Annual Incentive Fee shall be based on the creativity of the Contractor in presenting ideas and concepts that could reasonably be expected to either increase revenue, reduce expense,or improve customer service. The determination of the Contractor's success shall be made in the sole discretion of the J City' I The amount of the Annual Incentive Fee for services rendered during any operating year during the term of this Agreement shall not exceed the amount of the Fixed Annual Base Fee for services rendered in the same operating year during the term of this Agreement. r 1 a i ) '.13,fylh 1f,rNP ensure the flea[negoffaW forms of the m u,aneme5na ogrooinertz vvill comply urirth IRS Procedure 97-13."'"' SSA 0 2007 Reauest for Proposal - Buildinq Operator for the Kent Events Center -- '146 f t }x ���� G..���{Y *�q '�1f.,-�' -�} `i•�� E `} w"+ Til I& � � t#f � �ws �r K "4���+j'j }� ° k �' � �' #�•"t'`�x* xlry x ��xxx�(f Nnttys�',� t?�'�•� ''��Ln� .{ - x. t+,sh s �:• r r x '"}F t jtr' rdcE x,.!� +}rYdx a � �i xp € �� '�t�,y" � � tw� � 'f «t �s,+✓t ,},Y w$ �Y'�'S^rYc?"ta^'.5'�i x +[ 1 Tv w'+, 1t r Tr¢ t 4 t'i {& c 3 ��,t'� +z�" "ir z• a„^: t 4 � Z7, s7T-+. gt rS 3 i3 �. '�, �Sx ak`x '}rT u r vrr� „« �";«x � �, 4� r"ih ��rwY��",••: $w+K }'u � � w _ k Y' ,. L `t� y H'- Y qqq-gI a, a 'C } 4 #' i An- URN �' h}, 5 "'e�,AFi'S 't+k "� :: t e'x 't :+ < z�. - �^- '# as ��. x r •z sr S i { rz L a a '."'', ^,'#`5-v;,,#- s��s'�5£nn n"`}4�'.'r3 tn,r-.. as «t w x. �y, "'� s'�'„#.�`�-max �r•1� k� .r r «jr><�e � r � 7 x�` ���'r`4��� ,�� _ ;t. rn a r « �} r 'w U #- C� `x✓w� � ,€ a. ,a by y t ,-, + x 11 ;. S r `y x`tt 2�k€e M F t 4 ax fr tr x r } t - - 'S`'; i,;� S 3x 'bt t 5 r ,,,r r y fry r,n h xx , i, r r t r 1 { s Sy 1 d _r - ` x 3= tC- `} ', >s x WAR + a x a sm, ' vo Alm 7nSak ' Iv; �;11 e� 1(�tl '�1tlt ticf i `J{p- hI .F1 t�s7 x rift ;tr¢)Ll t+t t,ttxk 1) t^! i�.dt L �di{a� )laf-file f � it t#� �S��s13t1LF rl�3}{�1]�!r l}'kr«l �fll�af�lkw 1 i 11)fl ull � )r n171E'l) ; rii�Xfll ¢t,�E( ,!t6�k t•-75kcik}}E�7T�i rI�t�u`§ikil-lt�ut 4 Yt r`1IL `� }r7a {' '` 1k,`ii` tF' i 1 kU t+ a�1-t tSrl a 7Ar,1 +Jere{ E1t z l(rtatJSatl[n}x)A^}+414 GYM{e1i - tU 1 1'� s��1`�r,�a �' j 34i EXHIB.17D CITY OF KENY REQUEST FOR PROPOSALS, FXRST PUBLISHED OCTOPER 29, 200" (to the Kent Events Center Operations and Management Agreement) � E-_- I ` I I �i i I i j i N T VIaSHIXGiON CITY OF KENT OFFICE OF THE MAYOR � REQUEST FOR PROPOSALS (RFP) BUILDING OPERATOR FOR THE KF-N4R'G' EVFN 'q CEVITER The City of Kent is currently in the initial construction phases of the new Kent Events Center. The Events Center will be a multi-purpose sports and entertainment facility that will be home to the Seattle 'thunderbirds WHL Hockey -ream as well as host to numerous other events such as concerts, consumer shows, ice thaws and other community related events. I The City is soliciting Proposal responses from firms experienced in operating and maintaining such facilities. The operator will be responsible for booking events, managing the operations of the facility, event supervision, oversight of food and beverage operations, maintenance and other related functions of facility management as further described in the Request for Proposal document (RFP). Desirable candidates would include those firms with current experience operating equivalent facilities in our region. As this will be a LEED (Leadership in Energy and Environmental Design) certified facility, teams with experience maintaining other facilities built under LEED standards are preferred. Selected [iuilding Operator will be required to enter into a consultant agreement with the City of Kent and provide appropriate insurance and endorsements. As a prerequisite to submitting a proposal, all interested firms should attend a pre- proposal conference to be held at the City of Kent, in the Centennial North and South Conference Rooms located on the first floor of the Centennial Center at 400 W. Gowe St., in the City of Kent, on Monday, November 5, 2007 at 3:00 P.M. Pacific Coast Time. Proposers will be required to submit ten (10) copies of the Proposal Response (two of which [rust be original signed copies) in the form set out in the Request for Proposal document. Submittals are due by 4:30 p.m. on Friday, November 30, 2007 at the City of Kent Clerk's Office located at 220 4r Avenue South, Kent, Washington 98032, The City of (Cent will review the Submittals and select qualified firms to be interviewed the week of December 1.0, 2007. A Request for Proposal document is available upon request by c:.mailing Julie Pulliam at jpulliani@d.kent.wa.us, downloading the information from the City's procurement website www.ci.l<errt.wa.usjprocurernent or phoning (253) 856-5702. Questions regarding the proposal process must be directed to Ben Wolters at (253) 856-5703 or bwoltersnci.kent.wa.us. I I i I CXTY OF KEii T, wASFl3.l'3OTON REQUEST FOP, PROPOSALS PROJECT TITLE, gales, Marketing, and Operational Management 3enlices Agreement for the Kent Events Center PROPOSAL DUE DATE. November 30, 2007, 4.30 p.m. Pacific Time at the City of Dent City Clerk's Office located at, 220 4t1' Avenue S., Kent, WA 93032 ExpEcTED 7"IME PHRIOU FOR COltl'I R ACT2 January 16, 2008 - June 30, 2090, with (f) two-year renewal option. PROPOSER EL GX13X#-VP,� This procurement is open to those Iproposers that satisfy the n-minlinurn rgualificDtiour, stated herein and that are available for and authorized to work in w Vw;hintlton State. ¢;Eo-fi°Tr—,,NT'` OF TNE REQUEST !"ORRIS6BPe#St'VS R. xn", ducilorl 2. i3 mme'r'aB 'd:emSorm7aaaiomz for Vq-uposerc . °ro p(:i al Coutentc; ?„ Evaluation aced CoaAract Award "3. F-,djlb is A. C' klifWc itious and Assurances B. Kent Events Center Scales, Marketing, and fjlnem ,tdt meal d€anagemenat C— Vicense Agreement ent between aen K( mr, m54 'Thl-qu o--rlpirrl 6-udocpv E.Iraterprise s, O,l,C l.'p. E Faomap8e Interview Score Sheet I i i i SABLE OF CONTENTS 1. Xarrroeiuction.................................................................................................... 1.1 Purpose and Background ............................................................................ 1 1.2 Objective .................................................................................................4 1.3 Minimum Qualifications .............................................................................. 5 1.4 Period of Performance.,...................;...........I... ..... ........ ...I.......11...1. 5 1.5 Compensation........................................................................................... 5 2. General Information for Proposers 2.1 REP Coordinator........................................................................................5 2.2 Estimated Schedule of Procurement Activities.............................................._ 6 2.3 Pre-proposal Conference.............................................................................6 2.4 Submission of Proposals............................................................................. 6 2.5 Proprietary Information/Public Disclosure...................................................... 7 2.6 Revisions to the REP .....................................................................I............ 7 2.7 Minority &Women-Owned Business Participation ........................................... 7 2.8 Acceptance Period ..................................................................................... 8 2.9 Responsiveness......................................................................................... 8 2.10 Most Favorable Terms................................................................................ 8 2.11 Contract and General 'Terms & Conditions ..................................................... 8 2.12 Costs to Propose ....................................................................................... 8 2,13 No Obligation to Contract ........................................................................... 8 2.14 Rejection, Clarification, and Modifications of Proposals.................................... 9 2.15 Commitment of Funds................................................................................9 2.16 Insurance Coverage........... ............................. ................................... 9 3. Proposal Contents__.... .............................-........ ......... 9 3.1 Letter of Submittal .................................................................................... 9 3.2 Technical Proposal.........-................................................ ........ .............. 10 3.3 Management Proposal.............................................................................. 10 3.4 Cost Proposal.......................................................................................... 1.2 4. Evaluation and Contract PoArard_................................................................... 1 3 4.1 Dral Presentations may be Required........................................................... 13 4.2 Notification to Proposers........................................................................... 14 4.3 Debriefing of Unsuccessful Proposers.......................................................... 14 4.4 Protest Procedure.................................................................................... 14 K. l?,VP Fichibits . ................................................................................................ 14 Exhibit A Certifications and Assurances Exhibit B Kent Events Center Sales; Marketing, and Operational Management Services Agreement Exhibit C License Agreement between City of Kent and Thunderbird Flockey Enterprises, LLC Exhibit D Sample Interview Score Sheet I i I I 1. INTRODUCTION I 1.1 PURPOSE AND BACKGROUND ' i The City of Kent ("City"), is Initiating this Request for Proposals (RFP) to solicit proposals from firms interested in providing Sales, Marketing, and Operational Management Services for the City of Kent Events Center ("Events Center7. j � i The City and its elected officials have decided to build and operate a regional Events Center for the citizens of Kent and South King County. Now under construction, the Events Center is scheduled to open in January 2009. The Events Center site Is located at 625 W. James Street. Visible from SR 167 (Valley Freeway), the Events Center will be a modern, mid-sized arena capable of seating 6,500 patrons for hockey and up to 8,000 patrons for a concert event. The Events Center will be the home arena for the Seattle Thunderbirds Western Hockey League Team ffeam'�. The Events Center will be designed to accommodate sporting, live entertainment, and community events, The City Is strategically located In South King County directly between Tacoma to the south and Seattle to the north. Kent has been experiencing a rapid population growth and maintains a high number of residents per household. Local infrastructure conditions are excellent and the proposed arena site is easily accessible from SR 167 (Valley Freeway) with two exit/entrance options located close by. Easy access also exists from 1-5 to the west. Projects such as the Kent Station are generating a critical mass In downtown Kent, and this is a positive indicator given the proximity of the proposed arena site. The selected firm shall provide Input to the City and its consultants regarding the design and operation of a high quality state of the art Events Center at .a cost that is appropriate to the City. The selected firm shall assist the City in the negotiation of ' various contracts and agreements Involving facilities, products, and services related to the proposed Events Canter. In collaboration with the City and the Team, the .selected firm shall implement appropriate pre-opening marketing of the Events Center, The selected firm shall manage the daily operations of the Events Center. The selected firm must be prepared to manage all aspects of the Events Center operation in the most efficient and profitable manner as can be expected and to the highest standards of operation, including, at a minimum, the following: sales and marketing; grounds keeping; custodial and maintenance services; security; event setup and take down; booking/scheduling; event coordination; coordination with the Seattle Thunderbirds In accordance with its License Agreement entered into between the City and the Team; event supervision; staff scheduling; box office operations; food service; Information services; web site maintenance; and all other required financial and administrative services such as accounting, budgeting, purchasing, personnel, and contracting of outside services. The selected firm shall achieve all of the objectives in a professional manner, consistent with the best Industry practices and all applicable laws and ordinances. All services must be performed In accordance with, and subject to, the Team's rights and obligations contained in the City's License Agreement with the Team, a copy of which is attached as Exhibit C. The selected firm must familiarize itself in detail with the License Agreement, and within that frarnework, provide and maintain the highest: quality operations and achleve the greatest possible profitability, consistent with other City objectives, with specific emphasis on the business goal of the Events Center to generate sufficient revenue to cover all debt service and operating expenses. The selected firm shall provide all operations management services at an appropriate cost to the City. Specific services and expectations of the selected firm will Include, at a minimum, the following: I 1 L ~ i fYe'0penIng5en/kzes Provide support services to the City prior to and during construction of the Events Center and provide those services necessary to market the facility and prepare it for opening and operation. At a nn|n|nnuno/ these services shall Include but not be limited to the following tasks: v Provide input to the City, the Team, and its consultants regarding the remaining design details nf the Events Center. w Provide plan review and other consulting activities to assure the quality of the Events Center prior to and during construction. Prepare all policies and procedures required for successful operation of the facilities, n Conduct pre-opening marketing activities. � Plan for grand opening activities, * Hire and train all staff to assure a quality level of performance at the time of Events Center's opening. w Assist the City |n negotiating required contracts and agreements. p Coordinate with local officials to assure that all legal requirements are satisfied prior to opening Including health requirements, liquor ||oaUses/ occupancy permits, and any other required certificates or licenses that may be required for operation of the Events Center. Sales and Marketing Services The selected firm will provide, or Cause to be provided, sales and marketing services for spotting events, concerts, trade shows, community events and other events asmay be appropriate for the Events Center. -the selected firm will coordinate those services with the Team in the extant required under the License Agreement. At /n}r`|(nurn/ these services shall include: . « Scheduling events, negotiating contracts and confirming event bookings u Developing a three (3) year marketing plan and offering modifications as deemed advisable over time, with the goal of promoting the Events Center to national, regional, and local clients, promoters, and producers, commercial trade shows, and other events that will benefit the financial success of the facility. " Providing a sales process that will also accommodate the community's need for a diverse public assembly facility. " Developing and /rnp|onocnUng a custox)cr service program to provide exceptional customer service io all visitors and guest- of the Events Center. Conducting market research iu Include customer satisfaction su|v:ys of patrons and clients, and reporting those results |n the City. ° f1anaging all on-site ticket sales with Events Center staff or through a separate ticket sales contract while coordinating those ticket sales and box office use with the Team. w Creating Events Center promotional materials, floor plans, maps, and other materials appropriate tn market the facility. " Dcve|vp|ngfonT|n, subiec1totheapprnva| ofiheC|ty, tocontroctfora[| Fvents Center rentals, decorating, electrical, AIV, telecommunication, and all other event services for events asrequired. " Providing, or causing to be provider], all Incidental services required in conjunction with event activity, including food service, concessions, A/\/ services, telecommunications/data services, and other related or required services. ° Dcvc|np|og as a part of the annual budget for the Events [entpr, revenue projections related to rental/charge structures for the various facilities and rooms of i the Events Center, equipment, and services provided by the Events Center and outside contractors, subject to the City's approval. Operating Services Ensure that the Events Center facilities are maintained In first-class order and repair and in clean, safe and sanitary condition, all to a superior standard, which shall Include, at a minimum: Providing operation, maintenance, and repair by competent and qualified employees or contractors, of all HVAC, mechanical, telephone, electrical, plumbing, and other technical systems, such as elevator, sound, lighting, security, fire and life safety monitoring systems, seating, furniture, fixtures, and equipment. ® Providing major capital repairs/Improvements, which shall be made from capital funds supplied by the City. Maintaining and providing superior service levels for all grounds keeping, housekeeping, custodial, setup and maintenance services, specifically including, without limitation, grounds keeping and custodial services in walkways, parking lots, and all public areas of the Events Center. Establishing a schedule of preventative maintenance and renovation to maintain the facilities in first-class condition. Providing all painting and structural maintenance and ordinary repair work on the Events Center facilities, including maintenance and repair of roofs, ceiling, doors, windows, floors, and walls (both interior and exterior). Meeting Leadership In Energy and Environmental Design (LEED) Silver requirements further described and referenced in Section II(D) of the Sales, Marketing, and Operational Management Services Agreement and as directed by the City. Administrative Services Provide the following minimum level of administrative services required to operate the Events Center: t Acting as the City's representative and agent in administering the License Agreement with the Team. Administering all contracts required in the ordinary course of business including, without limitation, the following: services, events, concessions, catering, novelties/merchandise, advertising, and equipment. Insuring that the City's insurance requirements are met by rental clients and managing claims as required to contain risk to the City. Annually informing the City as to the proposed establishment of prices and policies, rates and rate schedules for space rental, lease and booking agreements, advertising contracts, concession agreements, and other event commitments that the selected firm will be responsible to negotiate, but which also will be subject to the City's prior approval before going into effect. Advising the City on new or potential changes to revenue sources, partnerships, Prices, and other factors that will add to the Events Center's financial success. Preparing an annual operating budget for the Events Center in the format and by scheduled due dates specified by the City, and, specifically, complying with the spending limitations Imposed by the budget, including any authorized supplements. Providing or causing to be provided all security services required for the Events Center and as required by the Kent Police Department for all scheduled events. (Security services include maintaining a sufficient number of well-trained, courteous, 3 and qualified security personnel In and about the grounds and tad|UUeu, as well as other additional personnel as may be required to e[8ed]Ve|y manage events within the City's lawful requirements. � Maintaining an adequate staff of courteous employees on duty and providing appropriate supervision and training uf those employees. Employees hired by the selected firm or Its subcontractor will be employees of the selected firm or its subcontractor and not of the City. The selected 8nn will employ or otherwise contract for its operations only those persons who by training, appearance, and habits are judged to be suitable workers appropriate to the environment of the Events Center, . The contractor will be responsible for all personnel related matters, including compensation, labor relations with any union or association, employee training and development (specifically Including, without limitation, diversity training, sexual harassment prevention training, and other discrimination and disability training), contract negotiation, dispute resolution, provision of employee uniforms and equipment, employee h|(|xg/ job assignment and performance evaluation and compliance with equal employment opportunity requirements. « Collecting all revenues generated through the operation of the facilities, specifically subject to the terms of the License Agreement. Expend from the revenues collected all monies necessary for the proper management, operation, maintenance, and supervision of the Events Center tao||iUen, Developing short and long term objectives for the Events Center to enhance the financial success of its facilities. ° Assisting the City in developing and Implementing rules, regulations, policies, and procedures that may impact the use of the Events Center. KepuNlng/AuditRequken7en1r Provide the following minimum level of reporting/auditing requirements required to operate and administer the Events Center: w Preparing monthly reports regarding the use and operation of the Events Center h:ci||dcs� These reports must include Information on the activities associated with the operation, management, supervision, and maintenance of the Fvon\o Center facilities, to Include, without limitation, a financial analysis 'of how tile facility is operating, a list of upcoming events/ a discussion of operating and maintenance |ssuc§/cnnceros, anticipated changes in management, operations, or maintenance activities, and any other appropriate information or as requested by the City. w Upon the conclusion of the calendar year, conducting an audit by certified public accounting Mrno to develop audited financial repoi t. and to certify compliance with the Washington State Auditor's 0Aicc and with generally accepted accounting principals. �^2 0031ECTWG The City seeks a long term relationship with an experienced top-quality management organization that will staff, manage, operate, and maintain the facilities to the highest xiaodando/ enhancing the quality of |}f* for the citizens of the region by providing numerous and varied events. The facilities must beoperated in the public Interest, and the nc|ochcd Urn/ must provide the [liy with onnnp|cte and accurate records and with regular financial statements of all business transactions associated with the operation and administration of the Events Center. The selected Mrrn will be responsible for maximizing the Events Center's financial performance by proper, but energetic and creative prumnUoO and management. 4 � i II Subject to the terms of the License Agreement and In coordination with the 'ream, the l selected firm will optimize usage of the facilities, serving the community's needs as well as meeting the financial objectives of the Events Center and of the City. The City seeks to protect its investment in the facilities and requires the selected flrm to support this objective through high quality maintenance and, when necessary and appropriate to maintain the first-class operation of the Events Center, supervision of major repairs and capital re-investment. 1.3 MXN1Pr UM QUAL1EICATXONS Any entity submitting a proposal must be licensed to do business in the State of Washington and In the City of Kent, and must comply with all City, County and State laws, ordinances, regulations, and. rules, specifically including, without limitation, all public health and safety requirements. Any entity submitting a proposal should have at least five (5) years experience of successfully managing similarly sized publicly-funded events center facilities located within major American metropolitan areas. 1.4 PERIOD OF' PfcF2@=BMZMAINCE The period of performance of any contract resulting from this RFP is tentatively scheduled to begin on or about January 16, 2008, and to end on June 30, 2010. The contract shall have a two (2) year renewal option, which may be exercised only at the City's sole discretion. 1.5 COMPIHNSA ION The Events Center is financed, in part, with tax exempt bonds. Accordingly, the compensation for the selected firm must be structured in a manner that is consistent with IRS "management contract" rules under Rev. Proc. 97-13. i 2. GENERAL XNFORMA n 7ION FOR PROPOSERS 2.1 RFI? COORD .NBt"tOR The RFP Coordinator is the sole point of contact in the City for this procurement. All communication between the Proposer and the City upon receipt of this RFP shall be with the RFP Coordinator, as follows; Name Ben Wolters Economic_ Development Director Address 2204 1h Avenue S. _ Citt�Rate,_Zi Code Kent WA 98032 _Phone Number 253-856-5703 Fax Number 253-856-6700 E-Mall Address bwolters@ci.kent.wa.us i Any other communication will be considered unofficial and non-binding on the City. Proposers are to rely on written statements Issued by the RFP Coordinator only. Communications directed to parties other than the RFP Coordinator may result in disqualification. 5 2.2 ESTIMATED SCHEDULE OF PROCUREMENT ACTIVITIES i Issue Request for Proposals 10/26/07 Pre- Proposal Conference _ 11/05/07 Question and answer period 11/05/07 - 11/09/07 Issue addendum to RFP if a Iicablee)__ 11/2D/07_ Proposals due 11/30/07 Evaluate proposals 12/03/07 Conduct oral interviews with finalist, if required 12/10/07, 12/11/07 and 12/12 07 Review & Evaluation 12/12 07 Announce "Apparent Successful Contractor" and send 12/14/07 notification via fax or e_-mail to unsuccessful proposers Negotiate Contract 12/17/07 Council contract a roval 1/15/08 _Be in contract work i/16/08 The City reserves the right to revise the above schedule, 2.3 PRE-PROPOSAL COF-IFEF2ENCE A pre-proposal conference Is scheduled to be held on November 5, 2007, 2007 at 3:00 p.m., local time, in the Centennial North and South Conference Rooms, located on the first floor of the Centennial Center at 400 W. Gowe St. in the City of Kent. All prospective Proposers should attend this pre-proposal conference as a prerequisite to submitting a proposal, and the City reserves its unqualified right to disqualify any Proposer who fails to attend this pre-proposal conference. A copy of the questions and answers from the pre-proposal conference will be sent to all on the pre-proposal conference Proposer's list. Written questions may be submitted in advance to the RFP 'Coordinator. The City shall be bound only to written answers to questions. Any oral responses given at the pre-proposal conference shall be considered unofficial. SUBMISSION OF PROPOSALS Proposers should submit ten (10) copies of their proposals. At least two (2) copies must have original signatures, but all remaining copies should have either original or photocopied signatures. The proposal, whether mailed or hand delivered, must arrive at the City no later than 4:30 p.m., Pacific time, on November 30, 2007, The proposal should be delivered to City Clerk at the address noted in Section 2.1. The envelope should be clearly marked to the attention of the RFP Coordinator, and should contain the subject matter of the RFP. Proposers mailing proposals should allow normal mall delivery time to ensure timely receipt of their proposals. Proposers assume the risk for the method of delivery chosen, The City assumes no responsibility for delays caused by any delivery service. Proposals may not be transmitted using electronic media such as facsimile transmission or electronic mail. i I 6 Late proposals may be rejected and auhurnaUca|k/ disqualified from further consideration. All submitted proposals and any accompanying documentation become the property uf the City and will not horeturned, 2.5 PROPRIETARY INFORM&TZ00/PUBL.lCDISCLOSURE DY SUBMITTING A PROPOSAL, ANY PROPOSER AGREES T0 FORGO MAKING ANY PUBLIC RECORDS REQUEST FOR ANY PROPOSAL SUBMITTED FOR THIS RFP AND/ TO THE EXTENT ALLOWED BY LAW, WAIVES ITS RIGHT TO MAKE SUCH 8 REQUEST UNTIL THE CONTRACT lS AWARDED T0 THE SELECTED FIRM AND SIGNED DY THE MAYOR. Tothe extent allowed by law, all proposals received shall remain strictly confidential until the ! contract, if any, resulting from this RFP is signed by the Mayor and the apparent selected firm. Any Information in the proposal that the Proposer desires to da|no an proprietary and ! exempt from disclosure under the provisions of Washington State Public Records Act roust be clearly designated, The page must be identified as well as the particular exemption from disclosure upon which the Proposer is making the claim. Each page claimed to be exempt from disclosure must be clearly identified by the word "Confidential" printed on the |on/ar right hand corner of the page. HOWEVER, IDENTIFYING PORTIONS OF PROPOSAL IN THIS MANNER DOES NOT GUARANTEE THAT THE MATERIALS WILL NOT BE DISCLOSED, AND THE CITY CANNOT GUARANTEE OR WARRANTY THE SAME. The City will consider a Proposer's request for exemption from disclosure; however, the City will make a decision based on its Interpretation of state law. Marking the entire proposal exempt from disclosure will not be honored. The Proposer must be reasonable /n designating information as confidential. If any information is marked as proprietary in the proposal, such information will not bc made available until the affected Proposer has been given at least 24 hours prior notice so that the Proposer may seek a court injunction nge|nsi the requested disclosure. 2^6 REVISIONS TOTI-W RFP� In the event it becomes necessary to revise any part of this RFP, addenda will be provided to all who received the RFP and have not officially withdrawn from consideration Or been disqualified. For this purpose, the published questions and answers from the pre-proposal conference and any other pertinent Information shall he provided asan addendum to the REP. The City also reserves the right to cancel or to reissue the RFP in whole or in part, prior Lo execution o[acontract. 2.7 MINORITY &WOMF0-OWNED #UIS.11AESS V&ft:1JCIPAT.X0N | The City encourages participation in all of its contracts by Minority and \Wonnon/y Business Enterprises (MVYGE). Participation may bc either ona direct basis in response to this solicitation urnna subcontractor basis. However, no preference will be included in the evaluation of proposals, no minimum level of MWBE participation shall be required as a condition for receiving an award, and proposals will not be rejected or considered non-responsive nn that basis. 7 | | / / 2.3 ACCEPTANCE PERIOD Proposals must provide ninety (90) days for acceptance by City from the due date for receipt of proposals. 2.9 RESPONSIVENESS All proposals will be reviewed by the RFP Coordinator to determine compliance with administrative requirements and Instructions specified in this RFP. The Proposer Is specifically notified that failure to comply with any part of the RFP may result in rejection of the proposal as non-responsive. The City also reserves the right, however, at its sole discretion to waive irregularities in any proposal. Proposers should note that this RFP Is not subject to public works bidding laws and the City may reject, modify, or otherwise alter this proposal process, and may reject a Proposer or negotiate with an individual Proposer or Proposers as it sees fit, at its sole discretion, with or without specific cause. 2.10 MOST FAVORABLE TERMS The City reserves the right to make an award without further discussion of the proposal submitted. Any submitted proposal shall constitute an offer. Therefore, the proposal should be submitted initially on the most favorable terms that the Proposer can propose, There may be no best and final offer procedure. The City'does reserve the right to contact a Proposer for clarification of its proposal. The Proposer should be prepared to accept this RFP for incorporation into a contract resulting from this RFP. A copy of the expected contract Is attached as Exhibit B. Insurance, Indemnification, Choice of Law, Dispute Resolution and Attorney Fees provisions will not be changed. The contract will incorporate the Proposer's proposal, and that proposal, to the extent It does not conflict with the Contract will also bind the selected firm. It is understood that the proposal will become a part of the official procurement file on this matter without obligation to the City. 2.11 CONTRACT AND GENERAL TERMS & CONDITIONS The apparent selected firm will be expected to enter into a contract, which is substantially the same as the Exhibit B contract. In no event Is a Proposer to submit its own standard contract terms and conditions in response to this solicitation; doing so may result in outright rejection of your RFP. The Proposer may submit exceptions as allowed in the Certifications and Assurances section, attached and Incorporated as Exhibit A to this solicitation. The City will review requested exceptions and accept or reject the same at its sole discretion. 2.12 COSTS TO PROPOSE The City will not be liable for any costs incurred by the Proposer in preparation of a proposal submitted In response to this RFP, In the presentation of any proposal, or In any other activities related to responding to this RFP J. B NO Cht LYGA`E'IGN TO CONTRACT This RFP does not obligate the City to contract for services contemplated In this RFP. I I 8 2.14 REJECTION, CLARIFICATION AND MODIFICATION of PROPOSALS The City reserves its absolute right, at its sole discretion, to reject any and all proposals received without penalty and not to Issue a contract as a result of this REP. The City may independently seek clarification of any proposal at any time, and the City may, at its sole discretion, elect to enter Into detailed negotiations with any Proposer or Proposers. Further, if the City, for any reason, elects to terminate those negotiations or to commence detailed negotiations with other Proposers, the City reserves Its unqualified right to do so. 2.15 COMMITMENT OF FUNDS The Mayor of the City or her delegate are the only individuals who may legally commit the City to the expenditure of funds for a contract resulting from this REP, and then only after the Mayor has first received authority to sign from the Kent City Council. No cost chargeable to the proposed contract may be incurred before receipt of a fully executed contract. 2.16 INSURANCE COVERAGE The Contractor is to furnish the City with a certificates) of insurance executed by a duly authorized representative of each insurer, showing compliance with the Insurance requirements attached to the contract. The Contractor shall, at its own expense, obtain and keep In force Insurance coverage, which shall be maintained in full force and effect during the term of the contract. The Contractor shall furnish evidence in the form of a Certificate of Insurance together with an additional Insured endorsement within fifteen (15) days of the contract effective date. 3. PROPOSAL CONTENTS Proposals must be submitted on eight and one-half by eleven (8 1/2 x 11) Inch paper with tabs separating the major sections of the proposal. The four major sections of the proposal are to be submitted in the order noted below: 1. Letter of Submittal, Including signed Certifications and Assurances (Exhibit A to this RFP). 2, Technical Proposal. 3. Management Proposal. 4. Cost Proposal Proposals must provide Information In the same order as presented in this document with the same headings. This will not only be helpful to the evaluators of the proposal, but should assist the Proposer In preparing a thorough response. Items in this section marked "mandatory" must be included as part of the proposal for the proposal to be considered responsive; however, these items are not scored. Items marked "scored" are those that are awarded points as part of the evaluation conducted by the evaluation team. 3.1 LE71 Eft OF SUBMITTAL (MANDATORY) The Letter of Submittal and the attached Certifications and Assurances form (Exhibit A to this REP) must be signed and dated by a person authorized to legally bind the Proposer to a contractual relationship, e.g., the President or Executive Director if a i 9 I i corporation, .the managing partner if a partnership, or the proprietor If a sole proprietorship. Along with Introductory remarks, the Letter of Submittal should include by attachment the following Information about the Proposer and any proposed subcontractors: 1. Name, address, principal place of business, telephone number, fax number, and appropriate e-mall addresses of the legal entity or individuals) with whom the contract would be made. 2. Name, address, and telephone number and email address of each principal officer (President, Vice President, Treasurer, Chairperson of the Board of Directors, etc.). 3. Legal status of the Proposer (sole proprietorship, partnership, corporation, etc.) and the year the entity was organized to do business as the entity now exists. 4. Federal Employer Tax Identification number or Social Security number and the Washington Uniform Business Identification (UBI) number issued by the State of Washington Department of Revenue. 5. Location of the facility from which the Proposer currently operates in the greater Puget Sound region. 3.2 TECHNXCAL PROPOSAL (SCORED) The Technical Proposal must contain a comprehensive description of services including the following elements: A. Project Approach/Methodology - Include a complete description of the Proposer's proposed approach and methodology for the pre-opening activities, sales, marketing, and management of the Events Center. This section should convey Proposer's understanding of the proposed scope of work and of the requirements and restrictions established in the License Agreement. B. Work Plan -- Include all requirements and the proposed tasks, services, activities, etc. necessary to accomplish the scope of the work required for pre-opening selling, marketing, and managing of the Events Center. This section of the technical proposal must contain sufficient detail to convey to members of the evaluation team the Proposer's knowledge of the subjects and skills necessary to successfully undertake the work set out In this RFP. Include any required Involvement of City or Team staff. The Proposer may also present any creative approaches that might be appropriate and may provide any pertinent supporting documentation. C. Work Product Schedule - Include a project schedule indicating when the elements of the work, as proposed, will be completed and when deliverables, if any, will be provided. 3.3 MANAGEMENT PPOPO yAL A. Management Team and Staff (SCORED) 1. Management Team Structure/Toternal_Controls - Provide a description of the proposed management team structure and internal controls to be used during the course of the contract, including any subcontractors. Provide an organizational chart of your firm indicating lines of authority for personnel Involved In performance of this potential contract and relationships of this staff to other programs or functions of the firm. This chart must also show I 10 t if lines of authority to the next senior level of management. Include who within the firm will have prime responsibility and final authority for the work. 2. Staff Qua Iifications/Experience - Identify staff, including subcontractors, who will be assigned to the potential contract, indicating the responsibilities and qualifications of such personnel, and include the amount of time each will be assigned to the project. Provide resumes for the named staff, which include information on the individual's particular skills related to this project, education, experience, significant accomplishments, and any other pertinent information. The Proposer must commit that staff identified in its proposal will actually perform the assigned work. Any staff substitution must have the prior approval of the City. The City places a significant emphasis on the individuals identified for the Proposer's Management Team and expects those persons to perform the work during the contract term; the City will reserve its right to reject substitute staff, Including the right to reject after hiring and after a trial work period. 0. Experience of the Proposer (SCORED) 1. Indicate the experience the Proposer and any subcontractors have in the following areas: » Pre-Opening Activities Sales » Marketing ® Facility Operations Food Service Maintenance » Facility Technology Security » Event Planning and Service Financial i A/V Services Telecommunications Electrical Distribution 2. Indicate other relevant experience that indicates the qualifications of the Proposer, and any subcontractors, for the performance of the potential contract. 3. Include a list of contracts the Proposer has had during the last rive (5) years that relate to the Proposer's ability to perform the services needed under this REP. List contract reference numbers, contract period of performance, contact persons, telephone numbers, fax numbers, and email addresses. Co References (SCORED) List names, addresses, telephone numbers, fax numbers, and email addresses of at least three (3) business references for whom similar work has been accomplished and briefly describe the type of service provided. By submitting a proposal, the Proposer grants permission to the City to contact these references and any other persons who have done business with the Proposer, whether listed as a reference or not. Do not Include current City staff as references. References will be contacted for the top-scoring proposal(s) only. 11 i 3.4 COST PROPOSAL i The evaluation process is designed to award this procurement not necessarily to the Proposer of least cost, or highest financial return to the City, but rather to the Proposer whose proposal best meets the requirements of this RFP. However, Proposers are encouraged to submit proposals, which are consistent with City's desire to produce reasonable financial operating results and to conserve City resources. A. Identification of Costs (SCORED) Identify all costs Including expenses to be charged for performing the services necessary to accomplish the objectives of the contract. The Proposer is to submit a fully detailed budget including staff costs and any expenses necessary to accomplish the tasks and to produce the deliverables under the contract. Proposers are required to collect and pay Washington State sales tax, and other taxes if/as applicable. Costs for subcontractors are to be broken out separately. Proposers should break their compensation proposals into several categories to reflect specific components of the work. These categories should include the following: Pre-opening fee - required by the Proposer to provide the services outlined in the scope of work that would occur prior to the Events Center being placed Into service, this would include pre-opening marketing services. ® A base (fixed) yearly management fee - for providing the services as outlined in the scope of work after the Events Center is placed Into service, including ongoing marketing and sales services. A (yearly) base revenue projection - from the Proposer projecting the level of total revenue the Proposer will produce annually once the Events Center is placed Into service. A (yearly) base operational expense projection - from the Proposer projecting the level of total expenditure required by the Proposer to meet the requirements of the scope of work, including the pre-opening period of the contract. A proposal of any incentive fee ® the Proposer would require In addition to the fees listed above and the conditions by which such incentive would be paid. The Proposer Is asked to provide the pre-opening fee, base management fee, revenue projections, operational expense projections and incentive requirements for each year of the contract. Alternative fee proposals will also be considered, _ if submitted In addition to the cost proposal called out above. As noted In Section 1.5 above, compensation must be structured to comply with the requirements of IRS "management contract" rules under Rev. Proc. 97-13 because the Events Center is financed, in part, with the proceeds of tax-exempt bonds. The requirements of IRS Rev. Proc. 97-13 include the requirement that no compensation may be based, In whole or in part, on a share of net profits from the operation of the Events Center. 12 i I i B. Proposed Compensation plan Having reviewed and examined the Request for Proposal, attachments .and related documents, the Proposer Is requested to present its compensation proposal for providing the services set out in the REP in the following format: it 11 : 11 : BA IB t A� A A e Ay�A' 1 # a f $ 6 2 Pre-Opening Service Fee Base Management Fee Base Revenue Projections Base Operational Expense Projection Incentive Fee* Total Fee *No portion of any Incentive fee, if proposed, may be based on net revenue from the operation of the Events Center, 4. EVALUATION AND CONTRACT AWARD i 4.1 OPTIONAL. WRITTEN SUBMISSIONS AND ORAL PRESENTATIONS; SHORT- LIST AND FINAL SELECTION Written submittals and oral presentations may be utilized in selecting the winning proposal. The City will select the top finalists from the Proposers' responses to the REP, any requested written submittals and any requested oral presentations, The City will contact the top flrm(s) to schedule a date, time, and location for further discussion, clariflcation, negotiation, or interviews. If the City elects to continue its selection process with more than one Proposer, it will Inform the top finalists at that time of the final selection process; if the City elects a single finalist, it will enter into and complete contract negotiatlons.immediately. Should negotiations fail with any finalist at anytime, the City may reopen discussions or negotiations with any of the other initial Proposers, Although scoring will be used to evaluate proposals, the City's evaluation team reserves the right to make subjective decisions as to the selected finalist(s), Scores will be instructive to the evaluation team, but not binding. Scores will inform the team's decision, but will not control the team's decision. The City reserves its unqualified right to select the firm it determines best meets all the needs and goals of the Events Center, the community, and the region. The team, and not any Proposer, are best qualified to make that decision. By submitting to this REP process, the Proposer acknowledges and accepts that the City evaluation team decision will be made on both objective and subjective criteria and further agrees it will not subsequently file any claim or suit pertaining to the City's decision on this RFP based on this process and specifically waives any right it might have to file such a suit or claim. 13 I i 4.2 NOTIFICATION TO PROPOSERS Firms whose proposals have not been selected for further negotiation or award will be notified via FAX or by e-mail; however, Proposers should note that their proposals will be open and on file for the full ninety (90) day period, and the City may elect to reopen negotiations at any time within that period. 4.3 DEBRIEFING OF UNSUCCESSFUL PROPOSERS Upon request, a debriefing conference will be scheduled with an unsuccessful Proposer. The request for a debriefing conference must be received by the RFP Coordinator within three (3) business days after the Notification of Unsuccessful Proposer letter Is faxedJe- mailed to the Proposer. The City will attempt to hold the debriefing meeting within three (3) business days of the request. Discussion will be limited to a critique of the requesting Proposer's proposal. Comparisons between proposals or evaluations of the other proposals will not be allowed. Debriefing conferences may be conducted in person or on the telephone and will be scheduled for a maximum of one (1) hour. 4.4 PROTESTS The City, at its sole option, may or may not consider protests to its RFP process and final decision. Should the City elect not to consider a protest, the Proposer may file a claim as it deems appropriate under Washington law. S. RFP EXHIBITS Exhibit A Certifications and Assurances Exhibit B Kent Events Center Sales, Marketing, and Operational Management Services Agreement Exhibit C License Agreement between City of Kent and Thunderbird Hockey Enterprises, LLC Exhibit D Sample Interview Score Sheet I I i i i 14 EXHIBIT A CERTIFICATIONS AND ASSURANCES i I/we make the following certifications and assurances as a required element of the proposal to which it is attached, understanding that the truthfulness of the facts affirmed here and the continuing compliance with these requirements are conditions precedent to the award or continuation of the related contract(s): I. I/we declare that all answers and statements made in the proposal are true and correct. 2. The prices and/or cost data have been determined independently, without consultation, communication, or agreement with others for the purpose of restricting competition. However, I/we may freely join with other persons or organizations for the purpose of presenting a single proposal. 3. The attached proposal is a firm offer for a period of 90 days following recelpt, and It may be accepted by the City without further negotiation (except, where obviously required by lack of certainty in key terms) at any time within the 90-day period. 4. In preparing this proposal, I/we have not been assisted by any current or former employee of the City whose duties relate (or did relate) to this proposal or prospective contract, and who was assisting in other than his or her official, public capacity. (Any exceptions to these assurances are described in full detail on a separate page and attached to this document.) 5. I/we understand that the City will not reimburse me/us for any costs incurred in the preparation of this proposal. All proposals become the property of the City, and I/we claim no proprietary right to the Ideas, writings, items, or samples, unless so stated in this proposal. G. Unless otherwise required by law, the prices and/or cost data which have been submitted have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by him/her prior to opening, directly or indirectly to any other Proposer or to any competitor. i 7. I/we agree that submission of the attached proposal constitutes acceptance of the solicitation contents and the attached sample contract and general terms and conditions. If there are any exceptions to these terms, I/we have described those exceptions in detail on a page attached to this document. i 8. No attempt has been made or will be made by the Proposer to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition. Signature of Proposer Title Date I EXHIBIT B BENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT THIS SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT ("Agreement') is entered into between the City of Kent, a Washington municipal corporation ("City") and a _ corporation, located and doing business at j ("Contractor"). RECITALS A. The City has determined to pursue the design, construction, development, leasing, and operation of the Kent Events Center (the "Events Center's on real property located in the City of Kent. B. Contractor has been selected through an RFP selection process and has offered to perform the Sales, Marketing, and Operational Management Services described In this Agreement. C. Contractor has represented to the City that It has substantial experience and expertise In supervising and operating similar public facilities to those being proposed in the City. AGREEMENT NOW, THEREFORE, in consideration of the covenants, terms, and conditions contained in this Agreement and for other valuable consideration, City and Contractor agree as follows: I. PURPOSE The purpose of this Agreement is to provide for the operation of the Kent Events Center consistent with the goals of the City, in coordination with the Seattle Thunderbirds Western Hockey League team ("Tearn'� and pursuant to the terms and conditions established in the License Agreement entered Into between the City and the Team. The City will rely on the Contractor's ability to provide expertise to the City and to its consultants on the design and operation of a high quality state of the art events center at a cost that is appropriate to the City. The City will rely on the Contractor's expertise to assist and advise the City with the negotiation of the Events Center contracts for facilities, products, and services, to direct and control pre-opening marketing, and to efficiently and profitably manage and operate all aspects of the Events Center to the highest standards. All work to be performed in accordance with, and subject to, the Team's rights and obligations contained In the City's License Agreement with the Team, attached and incorporated as Exhibit A. The City will rely on the Contractor's expertise to provide and maintain the highest quality operations and achieve the greatest possible profitability, consistent with other City objectives, with specific emphasis on the business goal of the Events Center to generate sufficient revenue to cover all debt service and operating expenses, The Contractor will achieve all of these objectives in a professional manner, consistent with best industry practices and with all applicable laws and ordinances. The Events Center shall be operated In the public interest to create positive economic and entertainment activities for Citizens of the City of Kent and for the South King County region, and the Contractor recognizes this goal in programming for the Events Center, The I KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 1 of IS - EXHIBIT Contractor shall npOnn|ze use of the Events Center, serving the public needs of the community as well as attracting a wide variety of sporting, entertainment, and community events. The City seeks to protect its significant investment in the Events Center, and will rely on the Contractor to support this objective through high quality maintenance and supervision of major repairs and capital re-investment as the need arises, Y1" SCOPE OF WORK The Contractor shall provide services and staff, and otherwise do all things necessary for, or Incidental to, the performance of the contract work, as set forth below: A. . Provide support services to the City prior to and during construction of the Events Center and provide those services necessary to market the Events Center and prepare it for opening and operation. At a minimum, these services shall Include but not be limited tuthe following tasks: 1. Provide input to the City, the Team, and its consultants regarding the design nf the Events Center. 2. Provide plan review and other consulting activities to assure the quality of tile Events Center prior to and during construction. J. Prepare all po||doy and procedures required for successful operation of the Events Center. 4. Conduct pre-opening marketing activities. 5. Plan for grand opening activities. 5. Hire and train all staff to assure a quality level of performance at the time of the Events Center's opening. 7. Assist the City in negotiating required contracts and agreements. 0. Coordinate with local officials to assure that all legal requirements are . satisfied prior to opening, including health requirements, liquor licenses, occupancy permits, and any other required certificates or licenses that may be required for operation of the Events Center. D. Sales and Marketina Services. Provide, or cause iobe provided, sales and marketing services for sporting events, concerts, trade shows, community events and other events as may be appropriate for the Events Center. The Contractor will coordinate those services with the Team to the extent required under the License Agreement. At a minimum, these services shall Include: 1. Scheduling events, negotiating contracts, and confirming event bookings. 2, Developing a three (J) year marketing plan and offering modifications as { deemed advisable over time, with the goal of promoting the Events Center to national, regional, and local clients, pnunno0ers/ and producers, cnoornencia| trade shows, and other events that will benefit the Onaoda| success of tile Events Center, KewTsysN ry CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT Page ley10 I EXHIBIT E i i 3. Providing a sales process that will also accommodate the community's need for a diverse public assembly facility. 4. Developing and implementing a customer service program to provide exceptional customer service to all visitors and guests of the Events Center. 5. Conducting market research to include customer satisfaction surveys of patrons and clients, and reporting those results to the City. i 6. Managing all on-site ticket sales with Events Center staff or through a separate ticket sales contract while coordinating those ticket sales and box office use with the Team. 7. Creating Events Center promotional materials, Floor plans, maps, and other materials appropriate to market the facility. S. Developing forms, subject to the approval of the City, to contract for all Events Center rentals, decorating, electrical, AN, telecommunication, and all other event services for events as required. 9. Providing, or causing to be provided, all incidental services required in conjunction with event activity, including food service, concessions, A/V services, telecommunications/data services, and other related or required services. 10. Developing, as a part of the annual budget for the Events Center, revenue projections related to rental/charge structures for the various facilities and rooms of the Events Center, equipment, and services provided by the Events Center and outside contractors, subject to the City's approval. C. daerating Services. Ensure that the Events Center is maintained In first-class order and repair and in clean, safe, and sanitary condition, all to a superior standard, which shall Include, at a minimum: 1. Providing operation, maintenance, and repair by competent and qualified employees or contractors, of all HVAC, mechanical, telephone, electrical, plumbing, and other technical systems, such as elevator, sound, lighting, security, fire and life safety monitoring systems, seating, furniture, fixtures, and equipment. j i 2. Providing major capital repairs/improvements, which shall be made from capital funds supplied by the City. 3. Maintaining and providing superior service levels for all groundskeeping, housekeeping, custodial, setup and maintenance services, specifically Including, without limitation, groundskeeping and custodial services in walkways, parking lots, and all public areas of the Events Center. i 4. Establishing a schedule of preventative maintenance and renovation to maintain the Events Center In first-class condition. KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 3 of IS EXHIBIT B i 5. Providing all painting and structural maintenance and ordinary repair work on the Events Center, including maintenance and repair of roofs, ceiling, doors, windows, floors, and walls (both interior and exterior). 6. Meeting Leadership in Energy and Environmental Design (LEED) Silver requirements further described and referenced in Section II(D) below and as directed by the City. D. LEED Silver Reauirements. The Kent Events Center has been designed to conserve energy, water, and material resources and to provide a healthy Indoor environment for workers and event participants. It will be participating in the Leadership In Energy and Environmental Design (LEED) rating system established by the U.S. Green Building Council to honor buildings that have made design, construction, and operational decisions that contribute to sustainability. The Events Center is designed to achieve a LEED Silver rating within this system. This rating depends on accomplishing targeted sustainability goals in the building, some of which affect the building operations. Thus, the Contractor Is an important member of the sustainability team accomplishing this distinguished rating, along with the design and construction teams, the City, and the Team. Some of the areas which affect building operations are listed below along with the credits within the LEED rating system to which they refer: 1. WEc:L.1 and 1.2, Water Efficient Landscaping: These credits require the project to provide no permanent landscape irrigation after a two-year establishment period. After the establishment period, plantings can be watered by hand during drought periods. 2. WEc3.1 and 3.2, Water Use Reduction: These credits will be achieved by installing low-flow water fixtures In the bathroom and locker rooms. 3. MRp9.r Storage and Collection of Recyclables: This prerequisite requires paper, glass, plastics, and metal to be collected for recycling In the building. 4. EQp2, Environmental Tobacco Smoke Control: This prerequisite requires no smoking in the building and requires that designated smoking areas be located as least 25 ft. away from entries, outdoor air Intakes, and operable windows. 5. EQe7.2, Thermal Comfort occupant survey: This credit requires the Contractor to implement a building occupant thermal comfort survey of all staff and to commit to providing a corrective action plan if the survey responses indicate that more than 20% of the people surveyed are dissatisfied. This survey needs to be conducted within 6-18 months after the building Is opened and should collect anonymous responses about overall satisfaction with thermal conditions In the building and Identify thermal comfort-related problems. The Operator must also agree to develop a plan for corrective action If the survey results indicate that more than 20% of occupants are' dissatisfied with thermal comfort in the building. The Clty's LEED consultant may be available to develop the survey for the building. Alternately, one of several commercially available surveys could be used, but these may need significant changes for this type of facility and may be more extensive than needed for this credit at the Events Center. For an example of a commercially available survey, see the Center for the Built Environment KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 4 of IS EXHiBIT B online survey at CBE Demonstration Survey (costs about $1000 per building plus additional costs for changes to the standard survey). i 6. T.Dcl,2, Green Houskeeping: This credit requires Contractor implement a green housekeeping policy specifying the use of green cleaning and maintenance products and processes. The Contractor will be required to develop a green housekeeping plan that includes contracting with a housekeeping service that uses environmentally preferable cleaning products that meet the Green Seal GS-37 standard. In addition, the products selected should prioritize concentrated products and utilize packaging that is minimal, recyclable, and well labeled, The plan also should Include a training program to educate operations staff (including administrative procurement staff) and occupants on the requirements of the Green Housekeeping Plan and Policy. 7. Xdc1.4, Low Mercury Lamps: This credit requires the use of low mercury lamps In the building. Compliant low mercury lamps will be installed initially in the building and the Contractor will be expected to continue the use of these low mercury lamps at the time of re-lamping. For more Information on the detailed performance requirements Contractor must meet to comply with the LEED rating system, Contractor should refer to the U.S. Green Building Council website at www.usgbc.org. E. Administrative Services. Provide the following minimum level of administrative services required to operate the Events Center: 1. Acting as the City's representative and agent in administering the License Agreement with the Team. 2. Administering all contracts required in the ordinary course of business including, without limitation, the following: services, events, concessions, catering, novelties/merchandise, advertising, and equipment. 3. Insuring that the City's insurance requirements are met by rental clients and managing claims as required to contain risk to the City. 4. Annually informing the City as to the proposed establishment of prices and policies, rates and rate schedules for space rental, lease, and booking agreements, advertising contracts, concession agreements, and other event commitments that the manager will be responsible to negotiate, but which also will be subject to the City's prior approval before going into effect. i 5. Advising the City on new or potential changes to revenue sources, partnerships, prices, and other factors that will add to the Events Center's financial success. 6. Preparing an annual operating budget for the Events Center in the format and by scheduled due dates specified by the City, and, specifically, complying with the spending limitations imposed by the budget, including any authorized supplements. 7. Providing or causing to be provided all security services required for the Events Center and as required by the Kent Police Department for all KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page�of is i EXHIBIT B i I scheduled events. Security services include maintaining a sufficient number of well-trained, courteous and qualified security personnel in and about the grounds and the Events Center, as well as other additional personnel as may be required to effectively ,manage events within the City's lawful requirements. I 8. Maintaining an adequate staff of courteous employees on duty and providing appropriate supervision and training of those employees. Employees hired by the Contractor or its subcontractor will be employees of the Contractor or its subcontractor and not of the City. The Contractor will employ or otherwise contract for its operations only those persons who by training, appearance and habits are judged to be suitable workers appropriate to the environment of the Events Center. The Contractor will be responsible for all personnel related matters, including compensation, labor relations with any union or association, employee training and development (specifically including, without limitation, diversity training, sexual harassment prevention training, and other discrimination and disability training), contract negotiation, dispute resolution, provision of employee uniforms and equipment, employee hiring, job assignment and performance evaluation and compliance with equal employment opportunity requirements. 9. Collecting all revenues generated through the operation of the Events Center, specifically subject to the terms of the License Agreement. Expend from the revenues collected all monies necessary for the proper management, operation, maintenance and supervision of the Events Center. Developing short and long term objectives for the Events Center to enhance financial success of the facilities. 10. Assisting the City in developing and implementing rules, regulations, policies and procedures that may impact the use of the Events Center. F. ReportingfAudit Requirements. Provide the following minimum level of reporting/auditing requirements required. to operate and administer the Events Center organization: L Preparing monthly reports, as the City may require and In a form acceptable to the City, regarding the use and operation of the Events Center. These reports must include Information on the activities associated with the operation, management, supervision and maintenance of the Events Center, to include, without limitation, a financial analysis of how the Events Center Is operating, a list of upcoming events, a discussion of operating and maintenance issues/concerns, anticipated changes In management, operations or maintenance activities, and any other appropriate Information or as requested by the City. I 2. Upon the conclusion of the calendar year, conducting an audit by a certified public accounting firm to develop audited financial reports and to certify compliance with the Washington State Auditor's Office and with generally accepted accounting principles. I i i KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 6 of 18 I EXHIBIT B III. PERIOD OF PERFORMANCE Subject to other contract provisions, the period of performance under this Agreement will be from January 16, 2008 through June 30, 2010. IV. COMPENSATION AND PAYMENT A. Fixed Annual Base Fee. City shall pay ($ } as a fixed annual base fee for the performance of all things necessary for or incidental to the performance of work as set forth in the Scope of Work. The City shall pay ($ ) as a fixed, one-time base fee for the performance of that work further described in the Scope of Work as Pre-Opening Services. B. Innual Incentive Fee. .In addition to the Fixed Annual Base Fee described above, the Contractor shall be eligible, In each operating year of the period of performance under this Agreement, for an annual incentive fee of up to a maximum of $ The Annual Incentive Fee shall be composed as follows: 1. Twenty percent (20%) of the Annual Incentive Fee will be based on customer, City, and Team satisfaction, The level of satisfaction shall be determined by survey conducted by an independent third-party selected by the City. In order to achieve this portion of the Annual Incentive Fee the survey results must show that the Contractor has achieved an average customer/client satisfaction rating of at least eighty percent (80%n) or greater over the course of the operating year. The questions and rating system of the survey instrument will be developed in collaboration with the Contractor, however, the City reserves the right to make final determination as to the content and rating system of the survey instrument. 2. Twenty percent (20%) of the Annual Incentive Fee will be based on completion of specific operating goals and objectives which shall be assigned annually to the Contractor by the City. In order to achieve this portion of the Annual Incentive Fee, the Contractor must have completely and successfully completed those assigned goals and objectives. Determination of successful completion shall be at the sole discretion of the City. 3. Forty percent (40%) of the Annual Incentive Fee shall be based on the. Contractor reducing the operating loss of the facilities below the level of the operating loss from the last complete operating year. The Contractor may earn twenty-five percent (25%) of this component of the Annual Incentive Fee for reduction which shall be between five percent (5%) and ten percent (10%). The Contractor may earn fifty percent (50%) of this component for reductions of between eleven percent (11%) and twenty percent (20%). The Contractor may earn fifty percent (50%) of this component for reductions of between eleven percent (11%) and twenty percent (20%). The Contractor may earn seventy-four percent (74%) of this component If the reduction is between twenty-one percent (21%) and thirty percent (30%). The Contractor may earn one hundred percent (100%) of this component for reductions in excess of thirty-one percent (31%). In the event there are no operating losses, Contractor will be deemed to have earned the forty percent (40%) Annual Incentive Fee established In this subsection. 4. Ten percent (10%) of the Annual Incentive Fee shall be based on the responsiveness of the Contractor to the City. The determination of the Contractor's success shall be made in the sole discretion of the City. KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT -Page 7 of 18 i EXHIBIT B 5. Ten percent (10%) of the Annual Incentive Fee shall be based on the creativity of the Contractor in presenting ideas and concepts that could reasonably be expected to either increase revenue, reduce expense, or improve customer service. The determination of the Contractor's success shall be made in the sole discretion of the City, The amount of the Annual Incentive Fee for services rendered during any operating year during the term of this Agreement shall not exceed the amount of the Fixed Annual Base Fee for services rendered in the same operating year during the term of this Agreement. C. Expenses. Contractor shall receive reimbursement for all expenses paid to unrelated parties as required to operate the Events Center as described in the Scope of Work, and as authorized in advance by the City as reimbursable through the submission of an annual operating budget. The Contractor's executive and managerial personnel engaged in the operation and management of the Events Center, as mutually identified by the Contractor and the City, shall not be treated as unrelated parties for such reimbursement purposes. To receive reimbursement, Contractor must provide a detailed breakdown of authorized expenses, identifying what was expended and when. D. Overhead. All general home office administrative overhead expenses of Contractor's offices, including expenses such as staffing costs, utilities, long-distance telephone calls, courier fees, parking fees and similar Items shall be paid by Contractor out Of its own funds and shall not be reimbursable. V. BILLING PROCEDURES City shall pay Contractor within thirty (30) calendar days upon receipt of properly completed invoices, which shall be submitted to the City's Contract Administrator not more often than monthly. The invoices shall describe and document to the City's satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, the Contractor will provide a detailed breakdown of each expense. Any single expenses in the amount of $50.00 or more must be accompanied by a receipt In order to receive reimbursement. Payment shall be considered timely if made by the City within thirty (30) calendar days after receipt of all properly completed invoices. Payment shall be sent to the address designated by the Contractor. I The City may, in its sole discretion, terminate the Agreement or withhold payments claimed by the Contractor for services rendered and properly invoiced If the Contractor fails to satisfactorily comply with any term or condition of this Agreement. I The City will not make any payments in advance or in anticipation of services or supplies to j be provided under this Agreement. II VL L(1U fir'& T AD IMMI —MOR9 The Contract Administrator for each of the parties shall be the contact person for all communications and billings regarding the performance of this Agreement and in accordance with all notice provisions established in this Agreement. i KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL f MANAGEMENT SERVICES AGREEMENT' - Page 8 of 18 EXHIBIT B Contract Administrator for Contractor contract Administrator for City is: Is m CONTRACTOR Name Ben Wolters, Economic Development Director Address City of Kent 220 4th Avenue South Kent, Washington 98032 City, State Zip Code Phone: (253) 856-5700 Fax: (253) 856-6700 E-mail address: bwoiters(cbci.kent.wa.us Phone: Fax: E-mail address: VII. REPRESENTATION AND WARRANTIES Contractor represents and warrants to the City as follows: There are no actions, suits or proceedings pending, or to the knowledge of Contractor threatened against or affecting the Contractor that could have a material adverse effect on the ability of the Contractor to honor its obligations under this Agreement or Involving the validity or enforceability of this Agreement at law or in equity. Contractor is not In default or in violation with respect to, or operating under or subject to, any order, writ, injunction, decree or demand of any court or any governmental authority. The performance of the work and the transactions contemplated under this Agreement will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement, partnership agreement, corporate charter, bylaws or other agreement or Instrument to which Contractor is a party or by which it or any of its assets may be bound or adversely affected. Contractor is not insolvent (as such term Is defined in the Bankruptcy Code of 1978, 11 U.S.C. Section 101, et seq., as amended) and will not be rendered insolvent by execution of this Agreement or the consummation of the transactions contemplated in this Agreement. Contractor has no counterclaims, offsets or defenses with respect to this Agreement. VIIIo IN sU NCE The Contractor will procure and maintain for the duration of this Agreement and all amendments Insurance of the types and in the amounts required by Exhibit B attached and Incorporated by this reference, IX. AS NCE City and the Contractor agree that all activity performed by Contractor pursuant to this Agreement will be in accordance with all the applicable current federal, state and local laws, rules, and regulations. KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 9 of IS i EXHIBIT B X. ORDER OF PRECEDENCE Each of the Exhibits listed below is by this reference incorporated into this Agreement. In the event of an Inconsistency in this Agreement, the Inconsistency shall be resolved by giving precedence In the following order: I A. Agreed amendments to this Agreement B. This Agreement, Including Exhibit B - Insurance Requirements C. Exhibit C - Response to Request for Proposal D. Exhibit D - Request for Proposals No. E. Any other provision, term, or material incorporated by reference Into this Agreement j I XI. GENERAL TERMS AND Cf1NDITI®NS A. Definitions. As used throughout this Agreement, the following terms shall have the meaning set forth below: 1. "City" shall mean the City of Kent, any division, section, office, unit or other entity of the City, or any of the officers or other officials lawfully representing that City. 2. "Contractor" shall mean that firm, provider, organization, Individual or other entity performing service(s) under this Agreement, and shall include all employees of the Contractor. 3. "Subcontractor" shall mean any entity in the employment of the Contractor, who is performing all or part of those services under this Agreement under a separate contract with the Contractor, The terms "Subcontractor" and "Subcontractors" means Subcontractor(s) in any tier. B, Access to Data. The Contractor shall provide the City, upon the City's request, access to data generated under this Agreement. This Includes access to all Information that supports the findings, conclusions, and recommendations of the Contractor's reports, including computer models and methodology for those models. C. Advance Pavment Prohibited. The City will not make any payments in advance of or in anticipation of goods or services to be provided under this Agreement. D. Amendments. This Agreement may be amended only by mutual agreement of the parties. Amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. E. Assignment. Contractor shall not assign or transfer any interest in this Agreement without the prior written consent of the City, which consent may be withheld or granted on conditions In the City's sole and absolute discretion. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue In full force and effect and no further assignment shall be made without additional written consent. F. Attorneys' Fees. In the event of litigation or other action brought to enforce contract terms, each party is responsible to pay all its own attorneys fees and costs. KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 10 of 18 EXHIBIT B I I G. Confidentiality J Safeguarding of Information. The Contractor shall not use or disclose any information concerning the City, or information which may be classified as confidential, for any purpose not directly connected with the administration of this Agreement, except with prior written consent of the City, or as may be required by law. H. Conflict of Interest. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the City may, in its sole discretion, by written notice to the Contractor terminate this Agreement if it is found after due notice and examination by the City that there Is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute Involving the Contractor in the procurement of, or services under this Agreement. In the event this Agreement is terminated as provided above, the City shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of this Agreement by the Contractor. The rights and remedies of the City provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the City makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this Agreement. I. Copyright Provisions. Unless otherwise provided, all Materials produced under this Agreement shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by the City. The City shall be considered the author of those Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, Contractor hereby irrevocably assigns all right, title, and interest in Materials, Including all intellectual property rights, to the City effective from the moment of creation of those Materials. As used in this subsection titled, "COPYRIGHT PROVISIONS," "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer these'rights. For Materials that are delivered under the Agreement, but that incorporate pre- existing materials not produced under the Agreement, Contractor hereby grants to the City a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) In those Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and represents that Contractor has all rights and permissions, including Intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to the City. The Contractor shall exert all reasonable effort to advise the City, at the time of delivery of Materials furnished under this Agreement, of all known or potential copyright infringement issues contained In the Materials and of any portion of those Materials that was not produced in the performance of this Agreement. The City shall receive prompt written notice of each notice or claim of copyright infringement received by the Contractor with respect to any data delivered under this Agreement. The City shall have the right to modify or remove any restrictive markings placed upon the data by the Contractor. 1. Covenant Against Contfngent Fees. The Contractor- warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement upon an KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 11 of 18 i EXHIBIT B agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the Contractor for the purpose of securing business. The City shall have the right, in the event of breach of this clause by the Contractor, to annul this Agreement without liability or, in Its discretion, to deduct or recover by other means from the contract price or consideration the full amount of such commission, percentage, brokerage or contingent fee. i K. Disputes. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree In writing to an alternative dispute resolution process. City and Contractor agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this Agreement. L. Governino Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any action brought hereunder shall be In the Superior Court for King County. M. Indemnification. Contractor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, Injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Contractor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's Inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of Indemnification. City may employ separate counsel to participate in the defense of any indemnified claim, but the fees and expenses of that legal counsel shall be paid by City unless the Contractor defaults in its obligations to defend. So long as the Contractor is defending a fully Indemnified claim in good faith, the City shall not settle that claim, provided however, that pending the resolution of that claim the City shall be entitled to take action necessary to prevent the expiration of any applicable statute of limitations. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this Section shall survive the expiration or termination of this Agreement. N. Independent Capacity of the Contractor. The parties intend that an independent contractor relationship will be created by this Agreement. The Contractor and his or her employees or agents performing under this Agreement are not employees or agents of the City. The Contractor will not hold itself out as or claim to be an officer or employee of the City by reason of this Agreement, nor will the Contractor make any claim of right, privilege or benefit that would accrue to a City employee under law. Conduct and control of the work will be solely with the Contractor. i KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 12 of 18 I EXHIBIT B O. Industrial Insurance Coverage. The Contractor will at all times comply with all applicable workers' compensation title 51 RCW provisions, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable. The City will not be held responsible in any way for claims filed by the Contractor or its employees for services performed under the terms of this Agreement. Prior to performing work under this Agreement, the Contractor shall provide or purchase industrial insurance . coverage for the Contractor's employees, as may be required of an "employer" as defined in Title 51 RCW, and shall maintain full compliance with Title 51 RCW during the course of this Agreement. If the Contractor falls to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, the City may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by the City under this Agreement, and transmit the deducted amount to the Department of Labor and Industries, Division of Insurance Services. In addition, failure to maintain and pay for this insurance constitutes a material breach under this Agreement, and the City may immediately or prospectively to a date certain terminate this Agreement without further cause and without further recourse by the Contractor. This provision does not waive any of L&I's rights to collect from the Contractor. P. Licensing, Accreditation And Registration. The Contractor shall comply with all applicable local, state, and federal laws, rules and regulations, including without limitation licensing, accreditation and registration requ[rem entsjstandards, necessary for the performance of this Agreement. The Contractor must be licensed to do business in the State of Washington and the City of Kent. Q. Limitation Of Authority. Any alteration, amendment, modification, or waiver of any clause or condition of this Agreement can only be effective or binding if made in writing and signed by both parties. Further, only the Contractor Administrator, or designee, by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Agreement. 1. Non-Compliance with Non-Discrimination Laws. In the event of the Contractor's noncompliance or refusal to comply with any nondiscrimination law, regulation, or policy, this Agreement may be rescinded, canceled or terminated in whole or in part. The Contractor shall, however, be given a reasonable time (which time the City shall determine in its sole discretion) in which to cure this noncompliance. 2. Non-Discrimination, During the performance of this Agreement, the Contractor shall comply with all federal and state nondiscrimination laws, regulations and policies. R. Notices - Generally. Any and all notices or other communications required or permitted by this Agreement or by law to be delivered to, served on or given to either party to this Agreement shall be In writing and shall be deemed properly delivered, given or served when personally delivered to such party, or in lieu of personal service, mailed by United States mall, express, certified or registered, postage prepaid to the contact person and addresses set forth In this Agreement. Any written notice hereunder shall become effective three (3) calendar days after the date of mailing, or if mailed via overnight delivery services, twenty-four (24) hours after delivery to the overnight delivery service. Either party may change its address for the purpose of this section by giving ten (10) calendar days' advance written notice of that change to the other party in the manner provided herein. KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT -Page 13 of IS EXHIBIT B S. Notice of Claims and Lawsuits. In the event a claim is flied or lawsuit Is brought against Contractor or its employees for actions arising out of its operation and maintenance of the Events Center, Contractor shall notify and provide the City with a copy of such claim or lawsuit within five (S) business days of its receipt by Contractor. T. Privac . To the extent allowed by law, personal information collected, used or acquired in connection with this Agreement shall be used solely for the purposes of this Agreement. Contractor and its Subcontractors agree not to release, divulge, publish, | transfer, sell or otherwise make known to unauthorized persons personal Information without the express written consent of the City or as provided by law. Contractor agrees to inop|ennentphys|ca|/ *|octronicandnnanageda| saheguardstbpreventunauthnr}zedacccssuf personal information. Contractor acknowledges the City is a public agency subject to the state Public Records Act, chnpher42.56 RCVV, and may be required to disclose records within the City's possession or control that relate to the Contractor, Its business, or the operation and maintenance of the Events Center upon the City's receipt of a proper request for such records. The City reserves the right to monitor, audit, or Investigate the use of personal information collected, used or acquired by the Contractor through this Agreement. The monitoring, auditing or investigating may include but is not limited tusalting by the City. Contractor shall certify return or destruction of all personal Information upon expiration of this Agreement. ^3a|hng~ Is the act of placing a record containing unique but false information in a database that can be used later to Identify inappropriate disclosure of data contained |n the database. |Anybreachofih|spnov|o/nnroayreuU|tihherr»|naMonufthcAgrcenoentendthc demand for return uf all personal Information. For purposes of this provision, personal Information Includes, but is not limited to, information identifiable to an individual that relates to a natural peroun/n health, finances, education, business, use or receipt of governmental services, or other activities, names, addresses/ telephone numbers, social � | security numbers, driver license numbers, financial profiles, credit card numbers, financial ' Identifiers and other identifying numbers. U. fub/icj . The Contractor agrees to submit to the City all advertising and publicity matters relating to this Agreement which, in the City's judgment, City's name can be implied or is specifically mentioned. The Contractor agrees not to publish or use such advertising and publicity matters without the prior written consent of the City. | ! V. Records Maintenance. The Contractor shall maintain complete financial records relating to this Agreement and the services rendered, Including all books, records, documents, electronic database, magnetic media, receipts, invoices and shall maintain all other evidence relating to this Agreement and performance of the services described herein, including but not limited to/ accounting procedures and practices which sufficiently and | i properly reflect all direct and Indirect costs of any nature expended in the performance of this Agreement. Contractor shall retain these records for a period of six years following the date of final payment. At no additional cost, these records shall be subject at all reasonable time-, to inspection, review, or audit by the City, the Office of the State Auditor, and federal and state officials so authorized by law, rule, regulation, or agreement. If any litigation, claim or audit Is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, oraudit findings Involving the records have been resolved. KENT EVENTS CENTER SALES, MARKETING,AND 0pEKKO0NAL MANAGEMENT SERVICES AGREEMENT - Page 14ofln EXHIBIT W. Registration With DeDartment Of Revenue. TheContractor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due oU payments made under this Agreement. X. Rlaht Of Inspection. The Contractor shall provide right uf access to the City, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times at any of its business locations, In order to monitor and evaluate performance, compliance, and/or qua|ity assurance under this Agreement. Y. Site Security. While on City premises, Contractor, its agents, employees, or Subcontractors shall conform In all respects with physical, fire or other security regulations. Z. Neither the Contractor nor any Subcontractor shall enter Into subcontracts for any uf the work contemplated under this Agreement without obtaining prior written approval of the City. /V\` Taxes. All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, Insurance or other expenses for the Contractor or its staff shall ba the sole responsibility uf the Contractor. DB, Waiver. Waiver of any default or breach shall not be deemed to be a waiver of-any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Agreement unless stated to be such In writing and signed by both parties, XXL A. Termination For Cause. In the event the City determines the Contractor has failed to Comply with the conditions of this Agreement in a timely manner, the City has the right to suspend or terminate this Agreement. This City shall notify the Contractor in writing of the need to take corrective action. If corrective action is not taken within three (3) business days, the Agreement may be terminated. The City reserves the right to suspend all or part uf the Agreement, withhold further payments, or prohibit the Contractor from Incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by the City to terminate the Agreement. In the event of termination, the Contractor shall be liable for damages as authorized by law Including, but not limited to, any cost difference between the original Agreement and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g. cost of the competitive bidding, mailing, advertising and staff time. The rights and remedies of the City provided in this Agreement are not exclusive and are |n addition to any other rights and remedies provided bylaw. B. Torratination For Convenience, Except as otherwise provided In this Agreement, the City may, by ten (10) calendar days written notice, beginning on the second day after the mailing, terminate this Agreement, in whole or in port. Specifically, but without limitation, a termination shall be deemed to be a "Termination forConvenienco» if the City determines that the Contractor: (I) was not in default, or (2) failed to perform because of causes entirely outside Its control, fault nrnegligence. If this Agreement |nso terminated, the City shall be ||ab|c only for payment required Under the terms of this KcNr EVENTS CENTER SALES, MAKKcl7NG,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 1Iuf1" j_ EXHIBIT B Agreement for services rendered or goods delivered prior to the effective date of termination. C. Termination Procedures. Upon termination of this Agreement, the City, in addition to any other rights provided in this Agreement, may require the Contractor to j deliver to the City any property specifically produced or acquired for the performance of the part of this Agreement that was terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. The City shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by the City, and the amount agreed upon by the parties for (1) completed work and services for which no separate price is stated, (ii) partially completed work and services, (III) other property or services that are accepted by the City, and (iv) the protection and preservation of property, unless the termination is for default, in which case the City shall determine the extent of the liability of the City. Failure to agree the City's determination shall be a dispute within the meaning of the "Disputes" clause of this Agreement, The City may withhold from any amounts due the Contractor such sum as the City determines to be necessary to protect the City against potential loss or liability. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement, After receipt of a notice of termination, and except as otherwise directed by the City's Contract Administrator, the Contractor shall: 1. Stop work under the Agreement on the date, and to the extent specified, in the notice; 2. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Agreement that is not terminated and except for those materials and services absolutely necessary to continue the contract work up to the termination date; 3. Assign to the City, in the manner, at the times, and to the extent directed by the City's Contract Administrator, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the City has the right, at Its sole discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. 4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the City to the extent City may require, which approval or ratification shall be final for all the purposes of this clause; i 5. Transfer title to the City and deliver in the manner, at the times, and to the extent directed by the City any property which, if the Agreement had been completed, would have been required to be furnished to the City; i 6. Complete performance of such part of the work as shall, not have been terminated by the City; and KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 16 of 18 i I EXHIBIT B 7. Take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to this Agreement which is In the possession of the Contractor and in which the City has or may acquire an interest. XI11. TREATMENT OF ,0.SSETS A. Treatment Of Assets. Title to all property furnished by the City shall remain with the City. Title to all property furnished by the Contractor, the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this Agreement, shall pass to and vest In the City upon delivery of such property. Title to other property, the cost of which is reimbursable to the Contractor under this Agreement, shall pass to and vest in the City upon (1) issuance for use of such property in the performance of this Agreement, or (11) commencement of use of such property In the performance of this Agreement, or (Ili) reimbursement of the cost thereof by the City in whole or in part, whichever first occurs. 1. Any property of the City furnished to the Contractor shall, unless otherwise provided herein or approved by the City, be used only for the performance of this Agreement, 2. The Contractor shall be responsible for any loss or damage to property of the City which results from the willful misuse or negligence of the Contractor or which results from the failure on the part of the Contractor to maintain and administer that property in accordance with sound management practices. 3. If any City property is lost, destroyed or damaged, the Contractor shall immediately notify the City and shall immediately replace that property and, if damaged, take all reasonable steps to protect the property from further damage. 4. The Contractor shall surrender to the City all property of the City prior to settlement upon completion, termination or cancellation of this Agreement. S. All reference to the Contractor under this clause shall also include Contractor's employees, agents or Subcontractors. I XXV. SA19YNGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion, the City may terminate the Agreement under the "Termination for Convenience" clause, without the ten (10) day notice requirement, subject to renegotiation at the City's discretion under those new funding limitations and conditions. XV. SEVEiMBILYT`! The provisions of this Agreement are Intended to be severable. If any term or provision Is illegal or invalid for any reason whatsoever, such illegality or Invalidity shall not affect the validity of the remainder of the Agreement. KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 17 of 18 EXHIBIT B XVI. ENTIRE AGREEMENT This Agreement, including its referenced exhibits, represent all the terms and conditions agreed to between the parties and shall supersede all prior verbal statements of any officer or representative of the City. No other understandings or representations, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties. Nothing contained in this Agreement shall be deemed to give any third party any claim or right of action against the City or the Contractor that does not otherwise exist without regard to this Agreement. XVII. CONFORMANCE If any provision of this Agreement violates any statute or rule of law of the State of Washington, it is considered modified to conform to that statute or rule of law. XVIII.APPROVAL This Agreement shall be subject to the written approval of the City Council, the City's authorized representative, and its City Attorney, and shall not be binding until so approved. THIS AGREEMENT, consisting of 16 pages and Exhibits A through D, is executed by the persons signing below who warrant that they have the authority to execute the Agreement. [CONTRACTOR'S NAME] City of Kent Signature Signature Title Date Title Date I Approved as to Form: II I Tom Brubaker, City Attorney Date I I KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT - Page 18 of 18 i i l i EXHIBIT B - INSURANCE AND BOND PEQUI12EMENTS (to the Kent Events Center Operations and Management Agreement) i I "Types and Amounts of Insurance Coverage. The Contractor agrees to obtain insurance coverage in the types and amounts set forth below. A. 'TYPES 1. Automobile Liability insurance covering all ow r'd'non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services,Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. a±} 2. Commercial General Liability Insurance shpli be wt 'en on ISO occurrence form CG 00 01 and shall cover liability arising r premises, operations, Independent contractors, products-completed operations, personal injury and advertising Injury, and liability assumed under an insured contract. T AC y shall be named s a' insured under the Contractor's Commercial General Liabili u.insurance po Jcy with respe4Y to the work performed for the City using ISO additional I red endo`s&tnent CG 20 10s=11 85 or a substitute endorsement providing equivalent coverage. 91 3. Workers' Comoensatlon*coverage as requ fed by the Industrial Insurance laws of the State of Washington. R ' 4. Professional LlabilitylError� & Ornlsslons insrtrance appropriate to the Contractor's Xld professlonY� *, X :a q 0110 5. Umbrella" or Excess Liability covbring both the Automobile and Commercial General Liability Policies Ir- B. AMOUNTS a � � 1 .� �Automobile LiabilIty 1 000.o00 minimum combined single limit for bodily Injury A-1 prop ity damage oK,$1,000,000 per accident. 2, Commerci Genera babillty written with limits no less than $1,000,000 each occurrence. 3. < `Professional Lability/Errors & Omissions Insurance written with limits no less than $1,000,0001each oc u Brice. 4. Urnb"r"eliiV�or`Excess Liability written with limits no less than $10,000,000 per occurrence in excess-of the CGL policy cited above. S. Other Insurance Provisions a. Endorsement. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: i i I. The Contractor's Insurance coverage shall be primary insurance l as respect the City. Any Insurance, self-Insurance, or Insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. i(. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. III. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Contractor and a copy of the endorsement naming the City asrad'ditionai insured shall be ri attached to the Certificate of Insurance. The City reserves tha'cight to receive a certified copy of all required insurance policies, The Contractor'si Commercial General Liability insurance shall also contain a clause stating that coverageNstiaapply separately to each Insured against whom claim is made or suit is brought ept wit; aspects to the limits of the insurer's liability. b. Acceptability of Insurers. xI sitance�ls to be placed with insurers with a current A.M. Best rating of not less than A VII� rn �F C. Verification of Coverage Coh€ractor�sbN1 furnish the City with original certificates and a copy of the amendatory endorse ens including but not necessarily limited to the additional insured endorsement, evidence the insurance requirements of the ,e�..,. .es-.y, Contractor before commencement of t ;for , d. Subcontractors Ci tractorshbll y Its policies or shall furnish s include$all.subcontractors as insureds under eparate certificates and endorsements for each subcontractor. All cover ges fo subcontrac�torsshall be` subject to all of the same insurance requirements as stated' eerreeiiri fort e Contr toacLr (4�� C. TYP AND MiOUNTS OF t3( NDS e�T� 1 Fidelity Bon3s Those ep pees of Contractor who have access to or are resposb_Ie fo the fi7nds generatednderthis Agreement shall be bonded by a fidelity bond m t e amor nt`,of $3,000,000. The Contractor shall be responsible for any losses attnbritab e to Its' em'pio ees iRkare not covered by Insurance and/or fidelity bonds, rc�E y e 2. Pe ormance 'Bohds. Contractor shall supply to the City, in a form acceptabfa„`tb the City, a Pe ormance Bond in the amount of Five Hundred Thousand Dollars ($500,000)'=trotect against loss due to the Inability or refusal of Contractor to perform under this Agreement. Contactor shall provide evidence to the City of its' having obtained such bond prior t�o,.the effective date of the Operations and Management Agreement, and thereafter no later thanf irty (30) days prior to the beginning of each new operating year. , 'II _ - EXHIBIT i I LICENSE AGREEMENT By and between CITY OF KENT rp+ (�yy, HOCKEY yygg'�� and ERBIRD I l raneem s `I'ABI _ OF CONTENTS ARTICLE I AGREEMENT DEFINITIONS...............................................................................2 ARTICLE 2 REPRESENTATIONS AND WARRANTIES.............................................--......6 2.1 Representations and Warranties of Team................................................................6 2,2 Representations and Warranties of City..................................................................7 ARTICLE 3 CONSTRUCTION OF CENTER............................................................................8 3.1 Obligation to Construct............................................................................................8 3.2 CentexDescription...................................................................... _.._...-....---..--.8 3.3 Program CDevclopmcnt......-.....---.................................................. ................9 3.4 Scheduling..............................................................................................................10 3.5 Budget....................................................................................................................10 3.6 Schematic Design.............................................................................................. .....I 1 3.7 Selection of GC/CM.----------------•--•........................................................................11 3.8 Design Completion................................................................................................12 3.9 Project Cost Calculation........................................................................ ...13 3.10 Construction......................................................................................:............._......13 3.11 Project Completion.........................................-..............................................-......15 ARTICLE 4 TERM ARID LICENSE.........................................................................................15 4.1 Team;Performance Standard..................................--.........................................AS 4.2 Effective Date..................................................................... ...............................17 43 License...................................................................................................................17 ARTICLE 5 LICENSE FEES-........-....... .......-................................................... ........... 5.1 License F ...........................................................................................................17 5.2 License Fees for Hockey Events...... ................. ......-.... ..............................17 5.3 Reimbursement of Costs................................................---..................................Is 5.4 Facility Fee,.................. ....................--.................................. I s 5.5 Box Otfioe..............................................................................................................19 ARTICLE 6 CENTER REVENUES.... ...............................................................................19 &I Cara ions............................................................................................................19 6.2 Hockey-EvenVIn-Ar Advertising.....................................................................19 6.3 Scoreboard Advertising...... .................................................................................9-0 6.4 coriterAdvertising.................................................................................................21 6.5 Center Naming Ri ...................---.................... ............... .... -.22 6.6 Suites.. ...................----............................................................._ 2A 6.7 Club Seats..............................................................................................................26 6.8 Premium Reserved Parking...._.................................. ....26 -i- SM14nz ARTICLE TEAM FACILITIES.......... .................... ...... .............. ...... .....27 7.1 Use and Occupancy of Team Facilities................................I... ........... ..............27 7.2 Construction of Team Facilities and Improvements........__..................__...........27 7.3 Janitorial Services in Team Facilities;No Additional License Fees......._...__.....27 ARTICLE 8 USE OF CENTER BY TEAM-GENERAL......... .............................. ..............27 8.1 Scheduling-Regular Season Gaines ...............................................................__27 8.2 Scheduling-Playoff Games.............. ...................................................................29 83 Scheduling-Hockey Events...................................I........... ................................19 8ATudning Camp......................... .................... ...................__..................-..........29 8.5 Hockey School....................................................................... ......._.......... ....30 8.6 Practice I imes........................................ .................................................... ..........30 ARTICLE 9 USE OF CENTER BY TEAM-GAME DAY....................................................31 9.1 Use of Game Day Facilities...... ............. .................. ............... ...........................31 ARTICLE 10 CITY'S RIGHTS AND OBLIGATIONS......................... ........... ........_32 10.1 Maintenance and Provision of Facilities......................................... ........32 10.2 Team's Remedies........................... ....................................................-...... .........32 10.3 Exclusive Rights to Hockey Events..................... ................-...7..... ..........._......33 10A Loading Zone and Buses......................................................................_............._33 10.5 Center Personnel.......................................................................................__......34 10.6 Maintenanre of Team's Equipment....... .........-............................ ..........34 10.7 Dasher Board System............................................................... 10.8 Inspection,Repair and Improvement of the Team Facilities and the Coatcr......._34 10.9 Broadcast Advertising Time............................ ....... ........... ................_35 ARTICLE I I TEAM'S RIGHTS AND OBLIGATIONS............................................................36 11.1 Ticketing............. ............................ .......... ....... ...........................................__...36 III Novelties,Etc..................... ........................... ........ .......36 113 Under Ice Displays......... .......... ....... .............__...... ................ .........37 11.4 Appointment of Center Manager and Concessionaire..........................................37 11.5 Team Parking..........__..................... ......____.......... ....... ......... .......... ....37 11.6 1)referred Parking... ......-..........___...... .....__....................... ............. ..............37 11.7 MedIaRights......................... ........................ ............................. .........38 11.8 Telephone... ......................_....... ..........___.................................................38 11.9 Advertising.............___........ ......._._........ ....................... ...... ..................38 11.10 Team Personnel..........._. ...... ...........___..............._............____......38 11.11 LAWN Use................... .............. .......__._.............._._..........................38 11.12 No Adverse Actions... .........__...... ......... .........._.............39 11.13 Team Name...-........................... ........___............ .......... .............•.............._39 11.14 No Nuisance..........................__..... ............_.......................................... .........40 11.15 Assigmilent and Tramfer_............___..........__.......... .................__.......__.......-40 11.16 Alterations to Team Facilities..........-...-...... ...........__.... ..................... ........,A() 11.17 Obligation to Play at Center_................ ...... ....... ......__........ ....... ---_41 -ii- i 11.18 Obligations to Make Payments as Provided in Agreement.............................._._.41 ARTICLE12 MUTUAL COVENANTS.....................................................................................42 12.1 Audit Rights...................................................................--.........................----••----42 12.2 Books and Records.......................................................................................... ..42 12.3 Confidentiality............................ ....................................................-.......---....-- _42 12A Conduct of Business................................ .........................................................A3 IZ5Damage and Destruction.................................................................---................43 12.6 Force Majeure.............................................................. .........................................43 12.7 Not Partners......................... --44 12,8 Merest and Other Charges on Overdue Amounts.............................- -...,,....,.....-44 ARTICLE13 DISPUTES.............................-.....-........--...............-,..-.................................-......44 13.1 Submission of Claims or Disputes.................................................:.......................44 13.2 Executive Conference............................................................................................44 13.3 Mediation..............................-................................................,.......... AS 13.4 Arbitration............................--..................................................-...........................45 13.5 Final Dispute R.esolution.,.-....................................................................... ........45 ARTICLE 14 INSURANCE REQWREMENTS........................----.................... ..........._.........45 14.1 Team Required Liability Insurance............................................................---....45 14.2 General Requirements for Team's Insurance........................................................46 143 Subcontraotors.......................................................:......................................---...48 14A Adjustments of Claims...........................................................................................48 14.5 Remedies on Failure to Insure....................._..........-................._...............-...........49 14.6 City's Insurance........................................-..................-..........................- -.........48 14.7 Mutual Release and Waiver.........................................................---.....................49 ARTICLE 15 MISCELLANEOUS PROVISIONS...................................................................-49 15.1 Notices...................................................................................................................49 15.2 Time of Essence........................................ 15.3 Remedies Cumulative................................................-..........................................50 15.4 Invalidity of Particular Provisions; Severability......................- ---................_.......50 15.5 Governing Law and Venue..................-.......-.................................................. ....50 15.6 Police Power Reserved..........................................................................................51 153 Schedules...............................................................................................................51 15.8 Headings-.......................................... 51 15.9 References..............................................................................................................51 15.10 Certain Rules of Interpretation................... .......-........................ ....................51 15-11 Construction.....................--...............................__-- ................-_.-.-...................-.51 15.12 Entire Agreement................................ ......52 15.13 Currency........................................... .....................................................-.......-...52 15.14 Successors and Assigns...... ...---............ ....-.............-....... .................... .52 15.15 Prohibition on Private Activity Agreements..................................-....... .....,.........52 -iii- °.�31�21 i E�1-IIBtTS Exhibit A WHL Arena Standards Exhibit B Center Advertising Pro Forma Exhibit C Ticket/Conoessions/Club Seats Revenue Pro Forma Exhibit D General Admission Targets Exhibit E Events Center Suite Sales Pro Forma I I i I i ,� -iv- I i LICENSE AGREEMENT This Agreement is entered into effective as of the Effective Date by and between the City of Kent ("City"), a code city and municipal corporation of the State of Washington and THUNDERBIRD HOCKEY ENTERPRISES LLC "Team( -), a for-profit company incorporated I under the laws of the State of Washington. The City and the Team is each referred to below as a "Party,"and collectively they are referred to below as`Parties." RECITALS- A- The City is the owner of the land located in the City of Kent, Washington on James Street within the City, between P Ave. South and the Union Pacific Railroad right-of- way, and intends to construct a multi-use sgedal events center featuring, among other activities, professional ice hockey(the"Center")on that land,as Rather described herein; B. The Team is the own" of the Western Hockey League (the "League")team, the Seattle Thunderbirds, with an ongoing franchise from the League that commenced in 1977 (as the"Seattle Breakers')- The Team desires to occupy and use the Center in connection with the franchise in the manner provided for in this Agreement; C. Pursuant to a Letter of Commitment dated April, 2006, an Arena Design and Development Agreement—Kent Event Center dated October 20, 2006, and a Term Sheet for the Proposed License Agreement Between the City of Kent and 'Thunderbird Hockey Enterprises, LLC dated March 6, 2007, the Parties have actively begun cooperating on the design and development of the Center. The City and the Team wish to enter into this License Agreement (this "Agreement"), which will supersede all Of the previous agreements and set forth the terms and conditions under which the Center will be developed and the Team will have use of the Center as a licensee. D. The Parties recognize and acknowledge that a constructive relationship between the City and the Team is critical to the development and operation of a successful public eventsfacility. While it is contemplated that the City will be providing most of the funding for construction of the Arena, the City will work closely with the Team and ensure the T 's involvement in all key elements of the Arena's development. The City, in particular, that the Parties'unuard success is key to project success and,to that eatd, will use its best efforts to cooperatively constmct a cOntractual relationship designed to achieve success both for the Team and for the City. The intent of the City,and the Team is drat the design, construction and Operation process shall be a WOPOTative, mutual endeavor in which the City and the Team work together constructively in all major phases of development and operation of the Areim The Team will be the principal licensce and user of the Arena and, as such, the City reco t the Texan has a stall tiai and continuing interest in the design, development, constinction, financing and operation of the ]n "onsideratiOn of the mutual promises and covenants herein contained and other good and valuable consideration (the receipt and sZaf limey of which i-s hen-eby tacknawledgcd), the Prardes agree as follows: y�iamx _1_ i i 1`ICLE 1 AGRE PIT i)FFINMONs In this Agreement, including the recitals and schedules hereto, the following words have ! the following meanings: i 1.1 "Agreement"means this License Agreement, as it may be amended from time to time. 1.2 " nn" means the Arena located in the Center and having the programmatic specifications set forth in Section 3.2. 13 "Box Seats"means all fixed viewing seats to Suites. 1.4 'Sox Office"has the meaning set forth in Section s.5. 1.5 "Center" means the multipurpose special events center including the featuring, among other activities,professional ice hockey,to be constructed by City,which shall have, among other things, the specifications set forth in Section 3.2 and the surrounding area, including the Parking Lot. 1.6 "Center Advertising" means all advertising in or around the Center, other than Hockey Event Advertising and Center laming Rights. 1.7 "Center Advertising Pro Forum" means the Center Advertising pro forma mutually agreed upon by the Parties and as set forth in Exhibit E. 1,8 "Center Naming RighW1 means the rights to designate and control the name of the Center,the Arena,or any part thereof. 19 "Center lea er" means a City employee or third party manager appointed by the City to manage the Center, the Arena or any part thereof,as described in Section 11.4. 1,10 "City"means the City of Kent, a code city and municipal corporation of the state Of Washington;its successors or assigns, including without limitation any public facilities district created by the City of Kent, 1.11 "Club Seats"means those special aced viewing seats in the Arena specified from time to time as club seats, together with specific rights and privileges attached to the right to occupy such seas as described In Section 6.7. 1.12 "Club Seat "Pickets" means Club Seat tickets to regular season and presemm League Games. 1.13 "Co ty Ice Sheet" means the Kent Valley Ice Center at other publicly- O-%med or privaftly-owned skating facility within the City and jointly designated by the Parties as a Community lee sheet. II I I roat��ez "2® i 1.14 "Complimentary 'Tickets" means tickets, or other rights of admission, issued free of charge. 1.15 "Concessionaire" means the person or persons to whom the City grants Concessions rights for the Center under Section 11.4. i 1.16 "Concessions"means all food and beverage(whether alcoholic or non-alcoholic) sold by the Concessionaire at Hockey Events, including food and beverage sold through concession services or catering services. 1.17 'Effective Hate"has the meaning set forth in Section 4.2. 1.18 "Events Center Suite Sales Pro Forma" means the Events Center Suite Sales Pro Forma mutually agreed upon by the parties and as set forth in Exhibit E. 1.19 "Exhibition Came"means any game played by the Team at the Center that is not a Regular Season Game or a Playoff Game. 1.20 "Facility Fee has the meaning set forth in Section 5.4. 1.21 "Caste Day Facilities" means the following areas of the Center that are available for use by the Team in connection with each Hockey Event: Section 5.5; (a) the box office or ticket office in the Center, subject to the provisions of (b) the Arena; (c) the Parking Lot; (d) the public address system, video board system, and music and sound system in the Center; (e) the Visiting T 's locker room and game night officials room; (f) the press box as defined in Section 3.2(e), (g) the media control center as defined in Section 3.2(f), (h) the first aid room as further described in Section 3.2(g), Center,and C) all public spaces, permanent seating, lobby areas and common arm in the G) such other parLs of the Center reasonably n- -.sary for the proper playing, viewing,or hosting of hockey games. 112 'GCi ' means the general contractor/construction manager selected by the City pursuant to Chapter 39.10 ECW. !o&sacaz -3- 1.23 "Hockey Events" means League Games, other hockey games, andd hockey skill competitions and exhibitions that occur at the Center. 1.24 "Hockey Event Advertisba&"has the meaning set forth in Section 6.2. 115 'hockey School"has the meaning set forth in Section 8.5. 126 "L e" means the Western Hockey League (WHL.) as now or hereafter constituted or any successor or replacement league. 1.27 'League Games" means any League hockey games played by the Team, or by other League teams or Canadian Hockey League teams, in the Center, and includes all Regular Season fumes,Exhibition Gaines,and Playoff Games. 128 'Ie2gue Schedule' means the annual listing officially promulgated by the League in advance of each Season, which sets forth the games to be played during the Season by the League teems as the competition among such teams for the League championship for that Season, and the dates and places upon which and the locations where all such games are scheduled to be played. 1.29 "License Fees"means all amounts payable by the Team under Miele 5. 1.30 CC"means the maximum allowable construction cost for which the GC/CM commits to construct the Center,as further described in Section 3.3(b). 1.31 "Net Concession Sales" means all gross revenue derived by the Concessionaire from Concessions at any Hockey Event, less state and local sales and use taxes and less any commission or other fee retained by the Concessionaire (which shall include Concessionaire's costs and expenses). 1-332 "Met `Picket Proceeds" means the gross revenue from Hockey Events derived from: the sale of tickets or other rights of admission (including tickets sold for Box Seats and Club Seats not otherwise leased or licensed), less commissions or charges paid to unaffiliated third party ticket brokers for selling such tickets and less ticket,admission,sales or similar excise taxes or facility fees(other than the Facility.Pee) levied on the sale of such tickets by the City or any city, state or federal taxing authority and paid by the Team. Net Ticket Proceeds does not include the Facility Fee,which is paid to and earned solely by the City. 1.33 'Won-Hockey Event" m an event occurring at the Center for which tickets i are sold or adinission is charged, other thani Hockey Events and games associated with Training Camp and Hockey School. 1 "Obligor"has the meaning set forth in Section 12.1. 1.35 "Occupancy Date"meam the date that the Center is available to permit tlae'feam to play League cs. i -4- i i 136 "Operating '3 me" means the 12-month period commencing on June t in each year and ending on the following May 31, 137 'Parking Lot" means the new City-constructed parking lot or other facility located in or adjacent to the Center. 138 "Party"means the City or the Team,collectively,the"Parties." 139 "Playoff Manse" means any playoff game that is scheduled by the Logue or by the Canadian Hockey League(or its successor or replacement) as part of the post-regular season play for that Season, 1'O "Pr°entimn Reserved Parking" means an area made available during Hockey Events exclusively to holders of Suite Licenses, Club seat licenses,and packaged tickets, as part of the package of premium benefits provided to such holders. 1.41 Troject"means the process of design and development of the Center. 1.42 Troject Manager"Iran the meaning set forth in Section 3.10(a). 1.43 "Recipient"has the meaning set forth in Section 12.1. 1.44 "Reduced Facility Pee"has the meaning set forth in Section 5.4. lA5 'Reference P+acrditJes" means the following event centers in substantially the size, capacity, design and constntotion parameters as each facility exists as of the date of this Agreement: Broomfield Event Center in Broomfield, Colorado, Chevrolet Centre in Youngstown, Ohio, and the Arena, and hockey-related portions of the Everett Events Center in Everett, Washington(excluding Everett's community ice sheet). 1.46 "Regular Season tames" means any League Came that is part of the League Schedule. 1-47 "ReVIAr Season" mons the period fi-om September 5 of any year to April 30 of the following year. 1.45 'Regalar &' means those fixed viewing seats in the Center from which events in the Center am to be viewed and that are not Club Seats or Box Seats. 1.49 "Returned Tickets"has the meaning set forth in Section 5.4(c). i "lit means Revised Code of Washington. 1,51 "Schedw ' g Mmfing7 me= the meeting of the League at which the schedule for an npcam9ng Season is determined and which is generally held in July of each year or earlier, and which is expected to be held' June of each year if all t"W s wittaiu the League have lease or license anan erneents that enable the Scheduling Meeting to occur in Yune. i s�iaxa "5` I 1.52 on" means for each year during the Y g Term, the period from the first day of Training Camp in August until one day after the last League Game in which the Team is involved, for each League season during the Term; provided however,that if the Team hosts the championship for the Canadian Hockey League (or its successor or replacement), the Season shall end on the day following the last Playoff Game. i IS3 "quite Licenses" are contracts permitting the holders to use one or more Suites, as described in Section 6.6. 1 "saaites" means Box Scat suites located in the Arena whether completed at the time of the initial construction or thereafter added to the Arena, and excludes the City's Saute, any Suite allocated to the entity purchasing Naming Rights,and the Suite alloewed to the Team. 1.55 "Team" means THUNDERBIRD HOCKEY ENTERPRISES, LLC, a for-profit company incorporated under the laws of the State of Washington,and its successors and assigns. 1.56 'Team Facilities"means those areas of the Center described in Section 3.2(d). 1.57 `°Team Store"means the facility described in Section 3.2(d)(ii). 158 "Term"means the term of this Agreement as provided in Section 4.1. 1.59 "Training Caanp" means the Team's main training camp described in Section 8.4. 1.60 "Visiting Team"means any ice hockey team visiting for the purpose of playing the Team in a league Game. 1.61 " "means the League. 1.62 Arena Standards" means the WHL Arena Facilities Standards that exist at the time this Agreement is executed and which are fiuther described in the attached Exhibit A- ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1 Representations and Warranties of Team. follows:The Team represents and warrants to the City, as of the date of this Agreement as (a) The Team is a validly existing limited liability company duly or ganized under the laws of the state of wasWngton, with full corporate power and authority to own and operate the Seattle Thunderbirds to carry on its business as it is prto esently uc i d. (1+) The Team has fW1 power and authority to enter into and perfam its obligations under this Agreeme4 and this Agreement has bn duly authorized by appropriate action of the T 's governing board. 5MMMI -b& I i i i (c) No consent, approval or authorization of, or designation, declaration or filing with any third party is required on the part of the Team in connection with the execution and delivery of this Agreement or the performance of the Team's obligations hereunder. (d) All consents, approvals and authorizations of the constituent owners of the ! Team have been obtained, and the person or persons executing this Agreement on behalf of the Team is fully authorized and empowered to do so. (e) There are no judicial or administrative actions, proceedings or investigations pending, or to the best of the Tmm's knowledge threatened, which question the validity of this Agreement or any material action taken or to be taken in connection herewith. (0 There is no litigation pending, or to the best of the Team's knowledge threatened, against the Team that would materially affect this Agreement or the Team's obligations hereunder. (g) The execution of this Agreement by the Team and the performance of the terms hereof will not violate or constitute a breach of any material contract, agreement or undertaking to wnkh the Team is a party or is bound; (h) The Team has not (i)made a general assignment for the benefit of creditors; (ii)filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by creditors; (iii)suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (xv)suffered the attachment or other judicial seizure of all, or substantially all,of its assets; (v)admitted in writing an inability to pay debts as they come due; or(vi)made an offer of settlement,extension or composition to creditors generally. (i) The Team is rot insolvent or unable to pay its debts as they mature, and the consummation of the transactions set forth herein will not make the Team insolvent or make the Team tunable to pay it debts as they mature. G) The Team has an existing and effective contract or franchise agreemerri with the Western hockey League that enables the Team to compete in that league, subject to the terms of that contract or franchise agreemeriL 7-2 Representations and Warranties of City„ The City represents and warrants to the Team as of the date of this Agreement as follows: (a) The City is a code city duly orgialized, validly existing and in good standing under the laws of the State of Washington. I (b) The City has full power and authority to enter into and to perform its obligations under this Agreement and to consummate the transactions described herein, and the execution, delivery and performance of this Agreement by the City has been duly authorized by the City Council of the City. s7_ uazimos.z i (c) The City is the owner of the property upon which the Arena is contemplated to be built and is otherwise authorized to develop said property, subject to applicable regulatory requirements. (d) Apart from environmental and permitting requirements, no consent, approval or authorization of; or designation, declaration or filing with any other governmcntat agency is required on the part of the City in connection with the execution and delivery of this Agreement or the performance of the City's obligations hereunder. (e) There are no judicial or administrative actions, . proceedings or investigations o gat pending, or to the best of the City's knowledge net, which question the validity of this Agreement or any material action taken or to be taken in connection herewith. (f) There is no litigation pending, or to the best of the City's knowledge threatened; against the Team that would materially affect this Agreement or the City's obligations hereunder. (g) Tho execution of this Agreement by the City and the performance of the terms bereof will not violate or constitute a breach of any material contract, agreement or undertaking to which the City is a party or is bound; ARTICLE3 CONSTRUMON OF CENTER 3.1 Obligation to Coustruet, The City shall construct the Center and shall construct the Center in accordance, in all material respects, with the description set forth in Section 3.2, and thereafter agreed to between the City and the Team, the consent of which shall not be unreasonably withheld. The City agrees that the Arena shall meet the @V1 L Arena Standards. The Parties recognize that the Arena design and development program are subject to change for consistency with legal requirements and budgetary constraints. 3A Center Description. Consistent with this Section 3.2, the City agrees that the Center will have, among other things,the following specifications: (a) The Center shall include the Arena, including the Team Facilities under Section 3.2(d)and the Game Day Facilities,and Parking Lot; (b) The Arena shall contain fixed viewing seating for at least 6,OW people and no more than 7,OW people including not less than 20 Sailes, rrp to 500 Club Seats with the ability t convert an additional 30O s 1 ato Club Seats if and when the City d the I that there is an adequate market for those additional Club Seats. The suites and the Chub Bats shall together be supported by a lounge, a VIP dance, Suite level restrooms and designated parking for both Hockey Events and Non-hockey Events(such parking being finther described in Sections I I.5 and 11.6); (n) The Arena shall be designed and constructed in a manner to provide sight lines from the seating area as provided for in the architectural drawings and construction specifications developed for the Project; (d) The City shall cause to be constructed in the Center the following facilities (collectively referred to as the'Team Facilities")in accordance with this Agreement: (i) Office space of not less than 3,500 square feet, (ii) A Team Store, i.e., a Novelty sales area of not less than 1,300 square feet located on the concourse of the Arena and accessible from the outside of the Arena, (ii) The Team's locker room of not less than 3,000 square feet, (iv) The Team's training/work-out facility of not less than 1,500 square feet(to which may be added the fast aid room described below), Teams; (v) A Team first aid mom, accessible by the Team and Visiting (vi) One Suite, designated as the "Team's Suite," having all of the rights,privileges and amenities accorded to holders of Suite Licenses, and (vii) The Tearn's storage area of not less than 1,000 square feet (c) A press box; (f) A media control center for operating the scoreboard, sound and lighting; (g) A first aid room for the public; (h) The size of the ice sm-ace in the Arena shall he the standard size used in National Hockey League arenas; and (J) The Arena shall have cable trays capable of carrying communications wire and cable of the types agreed upon by the City and the Team, either as part of the initial facility, or as future additioris when agreed upon, 3.3 Program Development (a) The City acknowledges the Team's interest in having the Arena open for play as early as possible after the commencement of the Western hockey L&aguc season in 2005. Accordingly, the Pelties agree that they will exercise their best efforts to achieve completion sufficient for move-in and play on or about December 11, 2009. Both Parties recognize, however, that notwithstanding their best efforts, the City's ability to develop, seem fianneing for, and corrsumet a My opmmtional Arena by that date drsptaft upon actions of the T the County, the City and other governmental and nongoverwaratal entitles that are beyond control -9- - - I Of the City. Except as described in Section 3.3(b), the City shall not be liable to the Team for More to open the Arena by the dates proposed in this section. (b) In contracting with the GCICM selected for construction of the Arena, the documentation seating forth the maximum allowable construction cost C MACC') with the GC/CM shall include the preliminary date of the Center's substantial completion (which shall mean that state of completion Sufficient to allow the Center to be open and for League Gaines to be played on the terms and conditions set forth in this ent). No later thart July 1, 2008, based upon the GC/CM's submission of an updated MACC as required eq by its contract with the City, the City shall identify the firuil date for the Center's substantial completion. If the actual date of substantial completion is later than the final date determined by the preceding sentence, the City, as liquidated damages, shall reimburse the Team for costs and expenses arising from such delay, at a mutually agreed amount of$25,000 per League Game that is impacted by such delay, up to one League Game per week of delay (regardless of the number of League Games actually played by the Team in that week), and up to a maximum of$100,000 total liquidated damages. Notwithstanding the foregoing, the City's obligation to pay the Team liquidated damages as described in the previous sentence is contingent on the City obtaining a provision in the MACC documentation or other agreement with the GC/CM under which the GC(CM will pay the City an equivalent amount of liquidated damages, under equivalent terms, so that the City will have a source of funds with which to pay the Team liquidated damages. The City shall use its best reasonable efforts to obtain such a liquidated damages clause in the MACC documentation ar another agreement with the GC/CM. The Parties acknowledge that,is order to ensure maarimurn opportunity for play to begin in the Arena for the 2008 Western !-Hockey League Season,it may be necessary to phase construction of the Arena such that construction of certain elements will be deferred. No such phased construction will be undertaken unless the City first provides the Team a reasonable opportunity to review and comment on the phased construction plans and schedule. 3A Scheduling. The parties will exercise their best efforts to open the Arena during the Western hockey League 2008-09 Season. 3,5 Rudgef. (a) The Arena design will be undertaken in phases and is an evolutionary process, throughout which the !Parties will collaborate. The Parties understand and expea that this collaboration will produce iterative changes in the Arena design, which necessarily will be- reflected in the budget as it also evolves consistent with the evolution of the design. The T 's concurrence, where applicable, at any stage that the City should proceed to the next pbaft of design and/or to construction and to develop or refine its budget does not preclude or `udice continuing consultation, and potential cost allocation, among the Parties in light of any changes in the design and budget which may result (b) Uc Parties understand and agree that the evolution of the Arena design also is subject to Parallel evohnion of the budget its provided herein and that the design and budget are directly related and Mutually dependent. The City will not approve a design and sakrtaozz -10_ i initiate or preeeed with construction of the Arena inconsistent with the budget, if it becomes apparent that funds available for the budget will be insufficient to proceed with a previously- approved design, the City, subject to the Team's concurrence, will make reasonable efforts to identify design modifications which result in a balanced budget. The Parties also agree that the budget will provide contingency funding for potential cost-ovemms_ i (c) Following the Design Completion phase and the adoption of a budget, changes in design requested. by the Team that result in an increase in the budget shall be accompanied by the Team's recommendations for of setting design changes,use of co ency funds, and/or a commitment of supplemental funds sufficient to balance the budget in form and substance reasonably acceptable to the City. The Parties will collaboratively work to accommodate the To m's proposal. however, any such changes are subject to the City's review and approval and to the negotiation of appropriate change orders acceptable to the City with the WCM and Architect,if required, The City,in its reasonable discretion, may approve or reject a proposed change; the use of contingency fim&; and/or the accompanying proposed off-setting design change and also may, in consultation with the Team, develop and approve an alternative off-setting design change which it deems prefferable to the off-setting change proposed by t$rc Team. (d) In the event the City at any time identifies that the development costs for the Arena exceed budgetary limitations(after taking into account any off-setting design changes) and unless the City approves the use of contingency funding therefor, the City may reect the proposal unless a source of supplemental funding acceptablc to the City is identi-fied and secured to pay for the change. Contingency funding shall not be available for changes in Projcct scope or other changes requiring major redesign resulting in a significant increase in the budget, as determined by the City in its reasonable discretion. (e) The panties agree that resources available for Arena construction are limited to revenues generated from Arena-related funding sources and Arena-derived revenues. Preparation of the budget will be a cooperative exercise between the City and the Team. Design and construction of the Arena are subject to consistency with the budget, as approved by the City, subject to the Team's concurrence. The budget will be reviewed and revised over time; each time the City formally approves a budget, it will do so subject to the Team's concurrence, except and as more specifically provided herein, 3.6 Schematic Desip. In the schematic design phase, the City has caused to be prepared design documents consistent with the WHI,Arena Standards, g any value engineering and any adjustments in the program, schedule or budget. These documents established the general design parameters for the Arena,from which construction documents are being prepared, 3.7 Selection of GCICM. The Cityr with the participation, of the Terms, has utilized its standardRequeA for .Proposal (RFQ) piss, consistent with Chapter 39.10 RCbt/, to identify and select a i I 1.: - SIA I ..A. t � A /I ♦f A le ♦ 1 R ♦ I I' JY i 1" ♦.?c ,!,J I f }. • 1, 1 •4 f R i I /I _ 1 i s• t� • '+e 1 e r I t � AI {• 1 :' a •�Ie f .f } A• _ tll it l•. • IA. 1. to 1"' Y Il x. 1 ' I 1 "li ✓ I-'A .. � ^ •' \ice '7• . 1 IA `. iwA .ail. A; <i f I I,,• 1 4i - 1 1 1" 1 s a 'p#AA 1 F '" ♦ t 't-A � f � .1 U � • 1 A. Fw. f5 ^ 1 Yi- 1 rf I e f. ,1. .• :i. i.. r l t :.I. • e i 9 I _ t NOW A ♦ 1 r I irtiplementation, either Party may commence an action for money damages under Section 13.5, j but the Superior Court shall have no authority to order equitable relief 3.9 Project Cost Calculation. (a) The Project's Guaranteed Construction Cost (including the MACC, the GC/CM's fee, the cost of special conditions,and sales tax),together with required and additional project contingencies, shall be consistent with the budget (b) Guaranteed Construction Cost and Cost Savings es: The City and the Team shall review potential cost savings measures identified by the GC/CM,the Archima,or other Project participant during Project development, specifically including subcontractor bid packages and value engracenng efforts. The Team may also propose ideas for developing savings or may submit value engineering proposals to the City which shall be refored to the GC/CM and the architect for review. (c) Cost Overrun Contingency: In addition to statutory contingency requlrements, the budget shall contain a general contingency in an amount to be detemained by the City through the budget development and approval procedures provided here. (d) In the event that at or prior to completion of this phase, the City determines that the Arena or its development program is not acceptable, the City shall give written notice thereof to the Tema prior to the initiation of the neat phase of the Project as delineated herein, and the Parties will meet within 24 hours to resolve the disagreement, If unable to resolve the disagreement the Parties will utilize the Executive Conference resolution process established in Section 13.2: This will be the complete dispute resolution process at the Project Cost Calculation phase, and if unable to resolve any disagreement by the conclusion of the Executive Conference, this Agreement shall terminate. If a Party does not give notice terminating this Agreement before initiation of the next phase, this contingency shall be deemed to have been waived and this agreement shall remain in fail force and effect. 3.I0 Construction. i fa) Oversight: The City will InIalage construction of the Arena in close consultation with the Team. The Tem shall be entitled, at its option and its sole expense, to have a representative on site at any fmODAble time during construction,subject to health and safety regulations and the overall control of the City% pmject manager ("Project M ee). The T s representative shall be kept Infortned of all major pending tr by the Project Manager or designee and have reasonable access to relevant information. (h) Gee ti U.' The City will obtain all pannits for construction of the.Arena and will construct the Arena consistent with the approved whiteaural drawings, cOUSIANUtion Specifications other construction documents and an approved budget The City I ensure that the CM contract documents Minim all construction to be PeyfiMne(I in a good and workmanlike Ynanner in full comptipuce %vith all F, plicaNc legal requirements using materials In accordance with the construction doctuntnts. wssieoza -13- (e) Channe Orders: The Parties acknowledge that events may occur during the course Of construction that will cause the GC/CM, the Architect,the City or the Team to seek changes in theapproved Co on Docurulents and/or Guaranteed Construction Cost. The Process set forth below will be observed in evaluating and resolving orders; provided,howev er, that any major change order proposal shall require the Team's concurrence A "major change order proposal"means any change order that CI)exceeds $50.000 in value and substantially and materially aff"the design and Operations of any portion of the Arena directly affecting hockey play or game presentation,or(ii)is greater or less than$50,000 in value but which substantially and materially affects those Team Facilities defined in Sections 3.2(d)(i)through 3.2(d)(v). (i) Following review of each change order proposal, the Project Manager will formulate a recommendation for the City's and the Team's review and approval. M Comments and approvals(as applicable) required by both the City and Team, and the time within which each is to respond,will vary with the sice time-sensitive nature ze;importan and of proposals submitted. If the Parties cannot agree on a time for response, the default time shall be twenty-four (24) hours from the time the Project Manager submits its recommendation. Oil) Each Party will respond to change order proposals as expeditiously as possible. In the event the Team fails to provide to the Project Manager a response to a recommendation within such time fimne,as measured from the date of submittal,the Team shall be deemed to have approved the recommendation. (iv) if the City and the Team, at any level, do not eonenr in the disposition of a change order proposal,the City's recommendation will be considered by the next level of the Parties' representatives until informal review has been exhausted. The City, in its sole discretion, will determine in good faith whether or not to implement the change order proposal in order to avoid delays in the Project Schedule, to avoid delay claims fiom the GC/CM, or to remain within the Project budget. If the City determines, in good faith,that the Project schedule allows tune to resolve any continuing deadlock, further resolution will be subject to the nonbinding dispute resolution procedures provided herein. Notwithstanding the foregoing, if the change order dispute involves a change in design of one of the areaslcomponents of the Arena subject to the Team's approval under Section 3.8(e),resolution of the dispute shall be subject to the standIby arbitration process described in Section 3.8(e). (v) The City es its sole right to resolve, in its le discretion without of the consultation procedures provided herein,any change order pro posal Or other claim or condition without the Team's concurrence in emergencies which fteafee,life health, or safety or potentially entail substantial damage to Arena pro petty, The City shall use all reasonable efforts to notify the Team prior to making such decision and if the decision would have an adverse affect on the Arena, the City will use all reasonable efforts to remediate such adverse affect. (d) Pm asc 0n: 'Me City shall provide the Team with access to: (a)the statements of the CC; the budget; and Project construction schedules or Other similar docuntints; (b)the minutes of all progress meetings between the City and the GCtCNI that are 9101402a -14- i Prepared by the Project architect or GC/CM in accordance with its agreement with the City; (c)all certificates of payment issued by the Project architect regarding contactor requisitions for payment; and (d)all other reports and schedules relating to the progress of the construction which are customarily prepared and delivered to the City by the Architect; the City's construction manager, the GC/CM or the subcontractors. The City shall make such reports available to enable the Team to respond promptly and diligently to any request by the City for the Team's concurrence during this process. (e) : During construction, and subject to reasonable parameters established by the GC/CM, the Parties shall be entitled to access the Project and to review and make copies of any files maintained by Project participants, including, without limitation, permits and approvals, financial and operating statements, environmental audits, soils reports, inspection reports and studies, service contracts, operating agreements, bills, invoices, receipts, financial projections, marketing studies, and entitlement applications and to conduct such investigations, tests, surveys and other analyses as determined to be necessary, at the investigating Fatty's sole cost and expense. 3.11 Project Completion. After construction of the project has reached substantial completion, the City shall cause to be completed: (a)contraetoes punch list items reasonably required to be completed; and (b)other work jointly identified and agreed upon by the City and the Teams as necessary for the proper and efficient functioning of the Arena and its systems, which shall be completed either Pursuant to tin City construction contracts or through other arrangements by the City (collectively,the"Post-Closing Items"). The City shall cause the completion of the Post-Closing Items as soon as reasonably practicable following the commencement of the License, in accordance with a completion schedule to be developed by the City and the GC/CM with the concurrence of the Team. The City shall make reasonable best efforts, consistent with the budget, to obtain industry-standard warranties in connection with the construction of the Arena and the purchase of any fixtures or equipment to be installed therein, and shall assign to the Team,or make the Team a third party beneficiary of all such warranties and any rights to obtain extended warranties. ARTICLE 4 TERM AND LICENSE 4.1 Term; Performance Staridard. (a) The term of this Agmeracut shall be binding and effective as of the Effective bate and shall continue in full force and effect for a period of thirty(30)years from the Occupancy Bate. (b) The City or Town May terminate this Agreement effective as of the end of the Operating Year during which notice of termination is given to the other Party if(i)for any three consecutive operative years, the Net Ticket Proceeds from Regular Seats for Regular Season Games at the Arena less each year's amount shown on ExWbit I1 in the column labeled "General. Admission Revenue Target," or (ii)for any three consecutive Mn I4M2 clam I Operating Years, the average number of paid attendees in Club Seats (regardless Paid) at Regular Season Games equals less than 300. gardless of actual price i [NOTE: The amounts in the General Admission Reve%re Target column in Exhibit would be 5285 x 13.50 x 36, escalated by 2.5%(or other agreed-upon factor)per year,j (c) If for any two consecutive years the Net Ticket Proceeds from Regular Seats for Regular Season Games at the Arena equals less than each year's amount shown on Exhibit D in the column labeled "General Admission Revenue Target," or (ii)for any two consecutive years,the average number of paid attendees in Club Seats at Regular Season Games equals less than 300,the City may at its sole discretion request that the WHL ' the Team to produce a comprehensive business plan covering bath business and hockey operations. If the WHL so requires such a plan,then upon receipt of Use Team's business plan, the WBL and the City will jointly evaluate the plan and make recommendations regarding proposed actions by the Team to meet the performance standards. If the Team agrees to the recommendations of the WHUCity, the Team will be granted two Operating Years, commencing in the Operating Year following the date of such recommendations, to achieve the performance standardsot forth above, and the City may not terminate the Agreement at the end of the third low-attendance Operating Year as described in subsection(b), immediately above. However, if the paid attendance (as defined above) for League Games at the Arena during those next two consecutive Operating Years(t e., the third and fourth Operating Years with low attendance not meeting each both the Regular Seat and Club Seat tests),the City may then terminate this Agreement effective upon the last date of the fourth Operating Year with low attendance. If the Team does not provide a detailed business plan or does not substantially follow the actions recommended by the WHUCity, the provisions of subsection(b), above shall then become effective and the then- current Operating Year shall serve as the final year of the evaluation period (which period will comprise a total of three Operating Years-the two consecutive Operating Years referenced at the begisrning of this subsection plus the Operating Year referenced in this sentence). (d) If during any Operating Year the paid attendance for Regular Seats at Regular Season Games at the Arena equals or exceeds ninety percent(90%) of the total number of Regular Seats in the Arena,the amount by which attendance exceeds 90% may be credited at the Team's discretion to the total paid attendance in either the previous or succeeding Operating Year, or credited in part to both such Operating Years, for purposes of meeting attendance thresholds set forth in Sections 4.1(b)or(c). (e) The Team will use its best efforts to obtain assurance by the WHL that if at any time during the term of this Agreement,the WHL determines that the Team is no longer a commercially viable operating member of the League and is unable to continue to operate,and as a result the Team forfeits or otherwise loses its franchise rights to the Wlll,,the will offer the City the fast option to purchase the chise at fair market value or to find a buyer acceptable to the City and the WHL. (0 If the cumulative `"total Revenue" received by the City in succeeding operating 'Years from Net Ticket Proceed.%, Club Scat Uccu= and Net Concession Sales, as shown on Exhibit C ("Ticket(Concessions/Club Seat Revenue Pro Forma), minus cumulative actual revenue reocived by the City in each succeeding Operating Year from Net Ticket I SM14011 -16- Proceeds, Club Seat Licenses and Net Concession Sales (and which can be inserted in the column ".Actual Revenue" on Exhibit C), equals a total cumulative negative balance exceeding $1,000,000 at any time over the life of this 30-year term, the City may request that the WHL require the Team to develop a comprehensive business plan covering both business and hockey operations. If the WHL joins the City in requiring such a plan, upon receipt of the Team's business plan, the WHL and the City will jointly evaluate the plan and make recommendations regarding proposed actions by the Team to reduce the total cumulative negative balance. The Team agrees that it will follow the jointly-developed recommendations of the City and WHL. A failure to meet the revenue performance expectations of this subsection 4.1(f)shall not,by itself, entitle the City to terminate this Agreement (g) If the City terminates its license with the Team without first availing itself of the procedure set forth above in Section 4.1(c� the WRL will be under 110 obligation to maintain a WHL franchise in the Center. 4.2 Effective Date. The Effective Date of this Agreement shall be the later of the date at which both the Team and the City has executed this Agreement, 4.3 License. Subject to the terms and conditions of this Agreement, the City grants a license to the Team for the Tana to: (a) have the use and occupation for the Tenn of the Team Facilities as provided for in this Agreement; (b) have use of the Game Day Facilities for each Hockey Event as provided in this Agreement;and (c) have use of portions of the Game Day Facilities for Training Camp, Hockey School,and for practices as provided for in this Agreement. The Team acknowledges that it shall not own or have any real property interest in the Center. ARTICLE 5 LICENSE FEF3 I 5.1 Ucerwe Fe". The License Fees payable by the Team shall be the aggregate of the payments and amounts required to be paid by the T to the City pursuant to this Article 5_ 5-2 License V far•Hockey Fvmft. (a) During the Term, the Team shall pay to the City the sum of Ten Percent (I M) of the Net Ticket Proceeds within fifroon(15)days of the end of any month in which Met Ticket Proceeds are received by the Team. All payments shall be accompanied by a detailed i accounting of the Net Ticket Proceeds from all sources, in a form and manner reasonably acceptable to both the Team and the City. (b) The Team shall have the right to donate, give or otherwise distribute Complimentary Tickets to any Hockey Events for promotional, charitable, marketing or other similar purposes. No License Fees shall be payable by the Team to the City with respect to Complimentary Tickets, and no Facility Fee or other charge by the City or the Facility shall_be imposed on Complimentary Tickets. 5.3 Refinbursement of Costs: Except as expressly provided in this Agreement, including without Iimieation the payments described in Section 11.18, the Team shall not be obligated to pay or reimburse the City for any expenses incurred by the City in performing the City's obligations and duties under this Agreement. Correspondingly, the City shall not be obligated to pay or reimburse the Team for any expenses incurred by the Team in performing the Team's obligations and duties under this Agreement, 5.4 Facility Fee. (a) Except as otherwise provided in this Section SA, the City may impose a Facility Fee of up to(but not exceeding) one dollar (S1.00) for each ticket (including Club Seat tickets sold as individual game tickets) sold for League Games, which shall be in addition to the Team's established ticket prices and applicable taxes. All proceeds from the Facility Fee shall belong to the City and are not part of the Net Ticket Proceeds, and the Facility Fee shall be collected by the Team and paid to the City along with the amounts described in Section 5.2(a). (b) Notwithstanding the foregoing, the Facility Fee shall be up to (but not exceeding) $0.50 (the "Reduced Facility Fee") per game for each ticket sold for the following: 1)season tickets and ticket packages that include at least 14 Regular Season Games; 2)tickets sold as group sales of twenty (20)tickets or more to League Games; and 3)Playoff Game ticket packages that include all potential home Playoff Games for a playoff series. (The tickets referred to in items(1), (2) and (3)are collectively referred to as the "Packaged Tickets')- The Team shall be responsible for the imposition,collection and payment to the City of all Reduced Facility Fees on Packaged Tickets. (c) The Tears shall not be required to pay to the City the Facility Fee for any tickets (the "Resumed Tickets") which are either refunded by the Team or for home Playoff Games which are not played. At the time the Net Ticket Proceeds for a month are paid by the Team to the City, the Team shall pay the Reduced Facility Fees to the City for all packaged Tickets(other than Returned Tickets)for League Games played during such month, i (d) Notwithstanding the foregoing, the City may not charge a Facility Fee on Box Seat or Club Seat tickets sold on a license basis, or on Complimentary Tickets. i �18- I SS Box Office. The Team, at its sole cost and expense, will sell tickets to .League Games at the Team Store and through such ticket services as it deems appropriate. Beginning at 8 am. on days on which League Games are played,the City shall make at least four(4) windows at the City's box office facilities at the Center(the Box Office") available to the Team for the Team's use, to be staffed at the Team's sole cost and expense. Beginning two hours before game time on days on which League Games are played, the City shall make all six (6) windows of the Box Office available to the team for the Team's use, to be staffed at the Team's sole cost and expense. To the extent the City reasonably determines that it does not interfere with the City's need for the Box Office for other events at the Center, the City will make one or more windows available to the Team so that the Team may sell tickets to Hockey Events that involve the sale of tickets in such large volumes that it is impracticable for the Team to sell those tickets at the Team Store (e.g., WHL playoff games and Hockey Events involving teams in the National Hockey League. ARTICLE 6 CENTERREVENUES 6.1 Concessions. (a) For each League Game during the Term, the Team shall be entitled to receive on a monthly basis,a sure equal to fifty percent(5011%)of the Net Concession Sales. (b) Any payments required to be paid to the Team pursuant to this section shall be paid by the fifteenth (15u') day of the month following the month in which such Net Concession Sales proceeds are paid to the City. (c) The City shall require each Concessionaire to pay to the City the Net Concession Sales before the fifteenth (15a') day of the month following the month in which concession revenues were earned. The City shall provide, or shall cause the Concessionaire to provide,the Team with a detailed accounting of the Net Concession Sales for League Games on a monthly basis in a form and manocr acceptable to both the Team and the City. The City shall cause the Concessionaire to keep on the Center premises for at least two years following the end of an Operating Year all cash register tapes, sales slips and deposit slips, statements,information or supporting documentation relating to the sale of Concessions and the calculation of the Net Concession Sales occurring during such Operating Year. Section 11.4. (d) The process for selecting any Concessionaire will be in accordance with 6-2 Haekey-Eventfln- Advertising. (a) The Team shall also have the exclusive right at Hockey Events to sell and retain all advertising revenues from the following(collectively, "Hockey-Event Advertising): (i) dasher ; (ii) any ice surfacing machines(e.g.,Zambonis); I -19- i (iii) under ice displays; (iv) press box; (v) players'benches; (vi) public address system advertising; I (vii) temporary signage, such as temporary banners and portable and removable boards and displays located outside and within the Arena and its seating area, which the Team shall remove after each Hockey Event; (viii) the front or reverse of any tickets for Hockey Events if those tickets are sold by the Team; (b) Hockey-Event Advertising on the dasher boards and under the ice surface shall be installed and removed by the City,but only upon two(2) weeks of notice by the Team, and then at the City's sole cost and expense. However, the Team shall reimburse the City for costs arising from(i)any Team requests for installation and removal of dasher boards exceeding ten (10) requests in any Operating 'Year, and (ii)any Team requests for changes of under-ice advertising or signage exceeding five (5) requests in any Operating year. The Parses acknowledge and agree that a "Team request" for dasher board installation and removal, or for changes of under-ice advertising or signage,(i)may comprise several individual changes in such boards, advertising, or signage, and (ii)shall not include any changes, installations or removals of dasher boards or under-ice advertising or signage arising from Non-Hockey Events,-which shall be performed at the City's sole cost and expense. The Team shall be responsible for installing and removing all other Hockey-Event Advertising, at the Team's sole cost and expense. All hockey-Evout Advertising shall be temporary and subject to removal after each Hockey Event if a Non-Hockey Event or another scheduled use of the Center will occur prior to the next Hockey Event. (e) For purposes of this Agreement "in-arena advertising" as described in the attached Exhibit A,paragraph E is the same as"Hockey Event Advertising." i 63 Scoreboard Advertising. (a) The Team shall have the exclusive right to sell, and to retain I00°lo of the revenue from the sale of, advertising on the video or digital portion of the Center's main scoreboard (including on any video or digital screens on such main scoreboard), and other video screens installed in the Center that receive the same audio and/or video feed as the main scoreboard, and to control the content on all such video or digital portions of the main scoreboard during all Hockey Events. (b) Any and all fixed-signage (i.e., non-video and non-digital) advertising on the Center's grain scoreboard shall be subject to the terms and conditions of section 6.4 as Center Advertising (e.g., with the Team serving as the initial contractor for negotiating an arrangement with a scoreboard provider, and revenues from the scoreboard contract included in 408.tuot z -20- "Actual Revenue" on Exhibit B), except that the City shall be entitled to retain 100°!a of the revenues from the sale of such fixed-signage main scoreboard advertising. (c) If the Center's main scoreboard contains electronic variable advertising of any kind, the Team shall be entitled, at no cost, to advertise upcoming Hockey Events for up to five (5) minutes on the main scoreboard at every Non-Hockey Event at which the main scoreboard is in use. I (d) If additional video, digital or electronic advertising media is added to the Center, that media may be operated during Hockey Events only upon mutual agreement of the Parties. 6A Center Advertising. (a) The Team and the City shall jointly agree on (i)the placement for all advertising locations in the Center, and(ii)the prices for Center Advertising. Except as provided below, the Team shall be responsible for the sale of all Center Advertising. The Team shall serve as the initial contractor to be responsible for the sale of Center Advertising, and shall receive a commission of fifteen percent (15%) of the revenues from the sale of Center Advertising, plus an amount equal to to twenty-five percent(25%)of those revenues after the sales commission. The City shall retain the remaining seventy-five percent (75%) of Center Advertising revenues after the sales commission. (b) Within 30 days after the end of each Operating Year commencing with the first full Operating.Year, the Team and the City shall calculate the actual revenue received by the City in the previous Operating Year from Center Advertising revenue. So tang as the Teat. is the contractor responsible for the sale of Center Advertising, annual revenue allocations shall be subject to the following incentive and cancellation provisions: (i) The actual revenue received by the City in each Operating Year from Center Advertising revenue shall be inserted in the column"Actual Revenue"on Exhibit B (or on another substantially similar record maintained by the City and the Team). The City's Actual Revenue amount over or under the amount shown for that Operating Year under the column "Advertising Revenue" shall constitute the "Net Difference"between the City's actual revenue and the agreed projected City revenue. (ii) For each $5.00 increment of the Net Difference over the "Advertising Revenue," the City shall immediately remit to the Team (or the Team may retain) $1.00 of the Net Difference(i.e. $1.00 of the$5.00). (For example, if the City's Actual Revenue from Center Advertising in 2008109 were $275,000, the Net Difference would be $20,000, and the Team would receive (or retain)$4,000 of that amount.) (iii) For each $5.00 increment of the Net Difference under the "Advertising Revenue,,' the Team shall immediately remit to the City $1.00 of the Net Difference (i.e. $1.00 of the$5.00). (For example, if the City's Actual Revenue in2008(09 were $235,000, the Net Difference would be($20,000), and the Team would pay the City$4,000.) -21- (iv) If in any series of Operating Year, in which the Team has responsibility for the sale of Center Advertising, the net difference between the City's Advertising Revenue and its Actual Revenue accumulates a negative balance of at least $250,000,the City may at its sole option and as its sole remedy assume responsibility for the sale of Center Advertising. (For example, if the City's Actual Revenue from Center Advertising were $155,000 in each year starting in the 2008/09 Operating Year, the cumulative negative balance by the end of the 2010/11 Operating Year would be $319,294, an amount greater than $250,000.) I Notwithstanding any of the foregoing,the City and the Team shall conduct a wallArough inspection of advertising points no later than 90 days prior to the estimated building opening date within the Arena and Center. If within fifteen (15) days after such walkthrough inspection,the Team determines that the Arena is designed with insufficient advertising points to achieve the City Advertising Revenue, in its sole discretion the Team may permanently opt out of; and the City or its contractors will assume, the Team's rights and responsibilities for the sale of Center Advertising. I (e) If the City assumes responsibility for the sale of Center Advertising, the City's process for selecting any Center Advertising sales contractor for such sales will provide the Team with the opportunity to participate in the review of and to comment on the acceptability of the selection of the contractor and the terms of the City's contract with that entity. If the Team so participates,the process shall provide the Team with the opportunity to collaboratively work with the City to narrow the pool of proposals to a maximum of three finalists. From the final proposals, the City shall, after consultation with the Team, make the decision as to the selected proposal. Further, if the City assumes responsibility for the sale of Center Advertising, the Team shall continue to receive twenty-five percent(25%)of the revenue from the sale of that advertising after sales commissions. (d) Fixed-signage advertising on any scoreboard shall not be considered part of Center Advertising or Hockey Event Advertising, and may be sold by the City as part of one or more packages to help pay for scoreboard fixtures and equipment; provided that, after such fixtures and equipment are paid for, revenue from fixed-signage advertising on any scoreboard shall be considered part of Center Advertising revenue. 6.5 Center Naming Rights. (a) During a period of 90 days fiam the Effective Date, the City shall be the Iead Party in working actively to identify a person or entity to purchase Center Naming Rights(a "Nanning Sponsor"). During that 90-day period,the Team shall cooperate with the City's efforts and shall not act to adversely influence any person or entity with respect to a potential Center Naming Rights agreement being developed by the City. If neither a letter of intent nor a definitive Center Naming Rights agreement has been executed by the end of the 90-day period, the Team shall be the lead Party responsible for identifying a Nanning Sponsor, and the City shall similarly cooperate with the Teams efforts. If neither a letter of intent nor a Center Naming Rights agreement has been executed by August 1, 2008, the Parties shall work cooperatively to j identify a third party to seek a Naming Sponsor. 'Die City shall have the find choice of such a thud party, but the arrangement with that entity must provide that any Center Naming Rights -22- i — � I I i i agreement shall not adversely affect any of the Team's rights under other sections of this Agreement.Any Center Naming Rights agreement shall be subject to City approval based on the City's financing needs in connection with the Project budget and pro forma- (h) The Parties contemplate that the Center Naming Rights agreement may include a large, "up front" payment or some other payment structure that would not result in equal annual payments over the term of the agreement. For the purpose of determining "annual revenue" in subsections(c)and(d)below,the Parties will calculate annual revenue by taking the total amount to be paid during the term of the Center Naming Rights agreement (including any up front payment) and divide that total by the number of years in the term of that agreement. If the payment structure of the Center Naming Rights agreement does not provide for equal annual j Payments, the Parties will allocate that revenue on the basis of the annual revenue calculation described in the previous sentence so that each Party receives the same revenue over the term of the agreement as if the revenues had been allocated in equal annual installments. (e) If the City is the Party primarily responsible for identifying a Naming Sponsor, and if the Naming Sponsor acquires Center Naming Rights but does not acquire, under its Center Naming Rights agrecment, either a right to a material amount of Hockey Event Advertising or Center Advertising, or category exclusivity with respect to Hockey Event Advertising or Center Advertising, then the City shall receive all annual revenue from the sale of those Center Naming Rights. If, under that Center Naming Rights agreemcnt, the Naming Sponsor acquires either a right to a material amount of Hockey Event Advertising or Center Advertising or category exclusivity with respect to Hockey Event Advertising or Center Advertising, then annual revenues from that sale of Center Naming Rights shall be divided between the City and the Team as follows: (i)a commission of fifteen percent(15°/u), calculated on each amount paid by the Naming Sponsor, will be paid to the City; (f) of the net amount remaining after that commission is paid, the next $300,000 will be paid to/retained by the City; and(iii) of the amount of revenue available after (i) and (ii), fifty percent (50°/")will be paid to the Team and fifty percent (50%) will be paid to the City. As used in this subsection (c), a "material amount of Hockey Event Advertising or Center Advertising" means any advertising within those two categories other than identifying markings outside the Arena, on the exterior surface and roof of the Arena, on the scoreboard clock in the Arena, and on commemorative plaques within the Arena so long as those plaques do not interfere with Hockey Event Advertising or Center Advertising. (d) If the Team is the Party primarily responsible for identifying a Nanning Sponsor, then annual revenues from that sale of Center naming Rights shall be divided between the City and the Team as follows, (i)a commission of fifteen percent(15%), calculated on each amount paid by the Naming Sponsor,will be paid to the Team; (ii) of the net amount remaining after that commission is paid,the next$300,000 will be paid to the City; and(iii)of the amount of revenue available after (i) and (ii), fifty percent (5001a) will be paid to the Team and fifty percent(50%)will be paid to the City. 6.6 suites. (a) Subject to subsection 6.6(b) and (c), below, all revenue realized from the sale of Suite Licenses shall be allocated between the City and the Team as follows: -23 i i (i) Seventy percent(70%)to the City; and (ii) Thirty percent(30%)to the Team. (b) On or before September 30 of each calendar year, the City and the Team will collaboratively develop the prices for Suite Licenses to be sold for the Operating Year that begins in the following calendar year. Except as provided below, the Team shall be responsible for the sale of all Suite Licenses. The Team shall serve as the initial contractor to be responsible for the sale of Suite Licenses, and shall receive a commission of fifteen percent (15%) of the revenues from the sale of Suite Licenses, plus, as described below, an amount equal to thirty percent(30°/a) of those revenues after the sales commission. The City shall retain the remaifung seventy(70%)of Center Advertising revenues after the sales commission. (c) Within.30 days after the end of each Operating Year commencing with the first full Operating Year,the Team and the City shall calculate the actual revenue received by the City in the previous Operating Year from revenue from the sale of Suite Licenses. So long as the Team is the contractor responsible for the sale of Suite Licenses,annual revenue allocations shall be subject to the following incentive and cancellation provisions: (i) The actual revenue received by the City in each Operating Year from revenue from the sale of Suite Licenses shall be inserted in the column"Actual Revenue" on Exhibit E (or on another substantially similar record maintained by the City and the Team), The City's Actual Revenue amount over or under the amount shown for that Operating Year under the column "Suite Revenue" shall constitute the "Net Difference" between the City's actual revenue and the agreed projected City revenue. (ii) For each $5.00 increment of the Net Difference over the "Suite Revenue," the City shall immediately remit to the Team (or the Team may retain) $1.00 of the Net Difference (Le. $1.00 of the $5.00). (For example, if the City's Actual Revenue from the sale of Suite Licenses in 2009/09 were $412,000, the Net Difference would be $20,000,and the Team would receive (or retain)$4,000 of that amount.) iii For each $5.00 increment of the Net Difference under the "Suite Revenue," the Team shall immediately remit to the City $1.00 of the Net Difference(Le. $1.00 of the $5.00). (For example, if the City's.Achial Revenue in 2008/09 were $372,000, the Net Difference would be($20,000),and the Team would pay the City$4,000.) (w) If in any series of Operating Years in which the Team has responsibility for the sale of Suite Licenses,the net difference between the City's Suite Revenue and the City's Actual Revenue accumulates a negative balance of at least$300,000,the City may at its sole option and as its sole remedy assume responsibility for the sale of Center Advertising. (For example, if the City's Actual Revenue from the sale of Suite licenses were $250,000 in each year starting in the 2008/09 Operating Year, the cumulative negative balance by the end of the 2010/11 Operating Year would be$426,000, an amount greater than$300,000.) Notwithstanding any of the foregoing,if during any Operating Year the Team determines that the Center Manager is, in the Team's view, failing to provide Non-hockey Events of sufficient quality to make the purebase of Suite Licenses attractive to current and prospective .24- 50 314MZ Suite Holders, the Team may deliver a notice to the City that the Team objects to the Center Manager's performance in that regard. Following such notice, if the Team determines that during the next Operating Year the Center Manager's performance with respect to booking quality Non-Hockey Events has not improved, the Team may in its sole discretion opt out of the Tram's responsibilities for(and commissions from)the We of Suite Licenses. I (d) If the City assumes responsibility for the sale of Suite Licenses,the City's Proem for selecting any Suite License sales contractor for such sales will provide the Team with the opportunity to participate in the review of and to comment on the acceptability of the selection of the contractor and the terms of the City's contract with that entity, If the Team so participates, the process shall provide the Team with the opportunity to collaboratively work with the City to narrow the pool of proposals to a maximum of three finalists. From the final Proposals, the City shall, after consultation with the Team, make the decision as to the selected proposal. Further, if the City assumes responsibility for the We of Suite licenses, then with respect to each Suite License sold,the City shall pay the Team an amount equal to the top posted general admission ticket price times the number of seats in such Suite times the number of League Games held in the Arena (e) Suite Licenses shall permit their holders to view all League Games without additional charge,to attend any Non-Hockey Event(limited to only one performance per event), and to use the lounge,VIP entrance, Suite level restrooms and Premium Reserve Parking allocated to the Suites. Suite Licenses shall not permit their holders to attend events that are not open to the general public,and/or events for which admission is not charged, (f) For any Hockey Event where a Suite is not subject to a Suite License the Team may offer tickets for Box Seats in that Suite to the general public on a per-seat basis at a price to he established by the Team, but that price shall not be less than One Hundred Fifty Percent(1501/o)of the price per Regular Season Game at which Box Seats are offered or a price mutually agreed upon by the City and the Team. The proceeds from the sale of such Box Tickets shall be included in Net Ticket Proceeds and not under this Section. (g) The City shall reserve a Suite for its use at any and all times, and at no charge to the City_ The City may make the Suite available to governmental, nonprofit, and school persons or entities, and may determine whether or not to charge for that use. The City shall, by providing notice to the Team on or before August I of each year, have the right to make its Suite available for sale for an entire Season; in that event, the Team shall have the option of selling that Suite for that Season to a single person or entity,or to sell Box Seats in that Suite on a per-seat basis, and all receipts for the seasonal sale of that Suite or those Box Seats shall be shared with the Team as Net Ticket Proceeds. (h) The City agrees that its contract with the Center Manager shall include a Provision requiring the Center Manager to cooperate with the Team and to take reasonable actions to provide Suite Umm customers with the same quality of services at Non-Hockey Events that they typically receive when attending Hockey Events. I son -25- i 6.7 Club Seats. (a) The Team shall have the right to sell Club Seats for Hockey Events. A i purchaser of a Club Seat wilt be a season ticket holder for Hockey Events, and that purchaser will have the privilege of using the Suite level lounge, VIP entrance, Suite level restrooms, Premium Reserved Parking,and such other privileges upon which the Team and the City agree. (b) The City shall have the right to determine the price of and sell (or to contract for the price determination and sale no Club Seats for Non-Hockey Events,and the City shall retain or control the distribution of all revenues with respect thereto. The City shall also have the right to make Club Seats available for Center uses that do not constitute either Hockey Events or Non-Hockey Events (e.g. governmental or community meetings or events at which admission is not charged). However,holders„of Club Seats for Hockey Events shall be provided with the privilege of buying seats for Non-Hockey events at the price of those seats to the general public, and those Club Seat holders will have the opportunity to purchase those seats for such Non-Hockey Events in advance of tickets going on sale to the general public, so long as such advanced sale can be reasonably accomplished given the nature and scheduling of the event. However,this does not provide Club Seat holders with an opportunity to purchase tickets in Club Seats at events that are not open to the general public, or to attend events for which admission is not charged. (c) All revenues realized from the sale of Club Seat tickets and licenses therefor shall be allocated between City and Team as follows: the first one hundred dollars ($100) of revenue front the sale of a Club Seat Season ticket shall be paid to the City, and the balance of revenue from the We of Club Seats shall be allocated thirty percent(30%)to the City and seventy percent(70%)to the Team. (d) The Team shall bear the costs of sales of Club Seats and shall not be entitled to a commission on any Club Seats sold. 6.8 Premium Reserved Parking, (a) The City agrees to designate an area in the Parking Lot, subject to the Team's approval of the location of such area within the Parking Lot, for Premium Reserved Parking- (h) Premium Reserved Parking shall be allocated as follows: (i) Up to four(4)parking stalls per Suites and (ii) One (1)parking stall per two Club Seats. Operating procedures for the Parking Lot shall provide that parking stalls identified for Club Seats that are vacant 15 minutes after the commencement of a game, may be used by any member of the public. -26- i _ ill i ARTICLE 7 TEAM FACILITIES 7-1 Use and Occupancy of Team Facilities, The City shall provide the Team with exclusive use and occupancy of the Team Facilities during the Term The Team shall have access to the Team Facilities through a secure entrance 24 hours per day, seven days per week. However, except for the Team's use of the Team Suite, such access shall not entitle the Team, its staff or its players the right to attend events other than Hockey Events. Subject to such reasonable regulations as may be agreed to by the City and the Team, the Team shall be entitled to use the common areas of the Center to allow the Team to access the Team Facilities on a 24 hour per day basis. 7.2 Construction of Team Facilities and Improvements. The detailed design of the Team Facilities, including the size of various components of the Team Facilities, wilt be developed in accordance with WHL Arena Standards through the process described in Section M, The City shall construct the Team Facilities in accordance with, and shall supply the Team with the improvements specified in, the provisions of the Construction Specifications, The City agrees that the level of finish in the Team Facilities sball be of at least the same level of finish as the Reference Facilities. The City may in its discretion (and shall not unreasonably refuse to) add or expand upon those improvements in a manner requested by the Team,but any such additions or expansions shall be at the Team's sole cost and expense, 7.3 Janitorial Services in Team Facilities; No Additional License Fees, After the City has completed its obligations set forth in Section 7.2 and the Team has moved into the Team Facilities, the 'Team shall be responsible for the costs of improvements, day-to-day maintenance and janitorial services with respect to the Team Facilities. The Team shall also be responsible for costs of repairing any Center facilities damaged on account of the willfidl acts or negligence of Team members or other direct participants in Hockey Events, As used herein, "direct participants" means staff, players and coaches of the Team or a Visiting Team. The Team may provide such improvements, day-today maintenance,janitorial services and repairs itself, subject to applicable law, or the Team may request that the City provide such activities and services at the Team's sole expense. The City agrees that, except as otherwise provided for in this Agreement, no License Fees or other amounts, other than those specified in this Section 7.3 or in Article 5, shall be payable by the Team to the City for the accupaney and use of the Team Facilities. TTCLE 8 USE OF CENTER BY TE"—GENERAL 3.1 Scheduling—Regular Season Games. (a) The number of Regular Season Gaines will be determined by the League for each Season. The exact number of Regular Season Games for each Season will be finalized as soon as possible following the date of the Scheduling Meeting. SM3140" -27- (b) Subject to Section 8.1(d): (1) except as provided for in Section 8.1(b)(ii) and (iii) and in Section 91(a), prior to the Scheduling Meeting and the finalization of the scheduling of Regular Season Games,the City shall not allow any Non-hockey Events to be booked in the Center on any Friday, Saturday or Sunday night or on any three(3)or more consecutive week days during the Regular Season; I I prior to the Scheduling Meeting, the City shall be entitled to book Non-Hockey Events in the Center-(a)on one frill weekend per month during the Regular Season, plus during the Regular Season one(1)additional full weekend(in total for the Regular Season) `and (b)on 'Thanksgiving Day, Christr= Day and the full weekend immediately preceding Christmas Day. The City shall immediately notify the Team of the dates on which a Non- Hockey Event has been booked or may be booked Pursuant to this Section 8.1(b)(ii). Any weekend date without a definite booking by the City under this Section 8.1(b)(ii) shall be subject to being scheduled by the Team for a Hockey Event under Section 8.1(c). As used in this subsection, "definite booking" means an event which the City reasonably believes will in fact occur on the specified weekend date; and (iii) after the earlier of (a)the date when the League's schedule is established, or(b)August 20, any dates not scheduled for a Hockey Event by the Team may be booked by the City for Non-Hockey Events as provided in this Agreement,and for governmental and public meetings and events at which admission is not charged, but subject to the use of the Game Day Facilities by the Tears as provided for in this Agreement. (c) The Team shall present the dates required for Exhibition Games and Regular Season Games to be played in the Center for the upcoming Season to the City not later than August 20 of each year. The dates selected by the Team will comprise the schedule for the use of the Center and the Game Day Facilities for the playing of Exhibition Games and Regular Season Games during the upcoming Season. The City acknowledges that Regular Season Games will be played in the Center on at least twenty (20) Saturday nights and twenty (20) Friday or Sunday nights during the Season, of which at least fifty percent (50%) of each of the Saturday night dates and fifty percent (501%) of the Friday and Sunday night dates will occur after December 25, unless the league schedules dates in a manner different than indicated in this subsection. (d) Notwithstanding the foregoing, if the Team becomes aware of any dates for which the 'Team will not require availability in the Center, the Team will advise the City of such dates as soon as practicable so that the City may schedule Non-Hockey Events on those dates. (e) For scheduling Nona Hockey Events and governmental and public meetings or other events at which admission is not charged, the City will ensure that all Non- Hockey Events or other public events that are booked or held in the Center will not unreasonably interfere with or impair the Team's use of the Arena, the Team Facilities or the (lame Day Facilities for Hockey Events. i (f) The Team shall use its best reasonable efforts to cause the League to hold the Scheduling Meeting in or prior to June of each year, if changes in lease, license or ownership arrangements at venues used by League teams permit an earlier date for the annual Scheduling Meeting. S.2 Scheduling-Playoff Games. j The City shall ensure that the following dates are available to allow the Team to use the Center and the Game Day Facilities for Playoff Games: (a) during the period from March 15 to May 15 following the end of each Regular Season(the "Playoff Period'), the City shall ensure that the Center is available for use by the Team for Playoff Games on two (2) weekend nights (i.e., Friday-Saturday, Saturday- Sunday, or Friday-Sunday) each weekend during the Playoff Period, including at a minimum; Saturday night on at least three(3)weekends each month of the Playoff Period, and (b) during the Playoff Period,the City shall ensure that the Center is available for use by the Team for Playoff Games a minimum of two (2) consecutive weekdays between Tuesday and Thursday(i.e.,Tuesday-Wednesday or Wednesday-Thursday)each week. (c) At the end of the second Regular Season following the Occupancy Date, the parties will re-examine the methodology of resolving dates for League Games. If the parties, acting reasonably, are unable to agree on any changes to the methodology, the processes included in this Agreement will remain unchanged. 83 Schell -Hockey Events. The Team's scheduling of any Hockey Events other than League Games is subject to Center availability at the time of scheduling and the prior approval of the City. The Team agrees that it will provide as much prior notice as possible of a proposed Hockey Event other than a League Game. 8,4 Training Camp, The Team may hold a Training Camp at the Center in each Operating Year during the Term and to use those portions of the Game Day Facilities as may be required in connection therewith together with two other locker rooms in the Center on the following temrs and conditions: (a) Training Camp shall commence no earlier than August 15 of each year. i (b) Training Camp shall be ten(10) hours per day from 9:00 am, to 6:00 pm. for a period not to exceed fourteen (14) days, which may include weekends. Notwithstanding the foregoing, upon prior approval of the City (or the City's Center Manager), which approval shall not be unreasonably withheld, the Team my, upon two weeks notice to the Center Manager, shift the Training Camp period to a different ten (10) hour block on any specific day, so long as the Center is not booked for another event that would conflict with the adjusted Training Camp time. The Team shall be responsible for any additional Center utility or staff sml -29- costs resulting from the adjusted.Training Camp time or any Training Camp time longer than ten(10)hours in a day(for example, increased staff costs resulting from evening scrimmages or 12-hour Training Camp days). (c) As a condition for the Team's use of the Center for a Training Camp in any year,the Team must provide the City with the dates required for Training Camp no later than four (4) months prior to the required dates. After receipt of the dates required by the Team for the Training Camp, the City shall not,without the prior written consent of the Team; book any Non-Hockey Events, or governmental and public meetings or other events at which admission is not charged,in the Center during the dates required for the Training Camp,except for events that commence at or after 7:00 p.m. (d) foe time will be provided by the City in the Arena for each day of Training Camp and the Exhibition Games, however, upon reasonable request, advance notice to the Team, and the availability of the Community Ice Sheet for the Team use at the relevant time,the Team will relocate to the Community Ice Sheet for Training Camp purposes. The City shall be responsible for the costs of any such relocation and rental of the Community Ice Sheet. (e) The City shall ensure that the ice surface will be installed and properly cleaned and flooded at such times as the Team may reasonably request. The Team agrees that within thirty (30) days after receipt of a written statement from the City of such incremental cost, the Team will reimburse the City for the actual cost of incremental utilities or energy costs directly resulting from the use of the Center for the Training Camp. The parties acknowledge that the incremental utility and energy costs payable by the Team will not include any such costs relating to the installation of ice in the Center and the costs of maintaining the ice surface. 83 Hockey School, The Team may hold a Hockey School for up to two (2) consecutive weeks during the months of June,July or August in each Operating Year during the Term. Hockey School may be up to fourteen (14) hours each day, between 8 a.m. and 10 p.m., which may Include weekends. As a condition for the Teams use of the Center for a Hockey School in any year,the Team must provide the City with the dates required for Hockey School no later than four(4)months prior to the required dates. The Team shall pay the City a flat annual amount of 54,000 (adjusted beginning in 2010 based on changes in the U.S. Implicit Price Deflator for Personal Consumption) for use of the Center for Hockey School in each Operating Year in which a Hockey School is held,and shall reimburse the City for the City's incremental additional costs of staffing the Center for the Hockey School. 8.6 practice T' es. (a) Subject to Section 8.6(e) and Section 8.1(d), the City shall make practice ice time available in the Center for the Team from the end of Training Camp until the end of the Season for two (2)hours each day during the Season from 3:00 p.m. to 5:00 p.m. for each non- League (.same day on which the Team is not playing an away game. Practice ice times for the Team shall be in the Arena unless the City gives notice to the Team that a Non-Hockey Event or other City permitted event has been booked for a particular date(such notice to be given at least -30 i seven (7) days before the particular date), in which event the practice ice time for the Team and/or any Visiting Team will be on the Community Ice Sheet. i (b) On days on which League Games are scheduled, the City shall provide practice ice time in the Arena in accordance with Section 9.L (e) Visiting Teams, or the Team on their behalf, may request practice ice time in the Center on non-League Game days from 10:00 am. to 11:30 a.m. It is acknowledged that such practice time maybe made available in either the Arena or the Community Ice Sheep and if the City does not provide such practice ice time in the Center,the City and the Team shall jointly arrange for alternate practice time at the Community Ice Sheet in accordance with Section 8.6(e). The City shall ure that ,e am ace on ch the Team or Visiting Team(will be practicing has been properly the and prior to such practice.the (e) Practice ice times will be preliminarily established at the time of the completion of the League Schedule. The City and the Team will jointly meet with the Community Ice Sheet to negotiate the availability and rental rate for all necessary practice times. Costs of rental of the Community Ice Sheet for practice ice times shall be divided equally between the Team and the City. The Team shall provide the City with as much advance notice as possible of any requests for changes to practice ice time,it being understood that any cbanges may be subiect to the availability of the Center. The City shall not cancel a preliminarily established practice ice time in favor of another booking unless the Community Ice Sheet is available for the use of the Team or a Visiting Team. ARTICLE 9 USE OF CENTER BY TEAM—GAME DAY 9.1 Use of Game Day Facilities. (a) During the Terry the Team shall have the exclusive right to use the Center and the Came Day Facilities for all Hockey Events. The "exclusive right to use means exclusive of users other than the City, which will continue to have access to and "use" of the Center to carry out its obligations under this Agreement. The City may also have the use of the lounge in the Center on game days to the extent such use does not interfere with the Team's use of the Center. The Team shall have access to the Game Day Facilities commencing at 9:00 am. on the day of a Hockey Event until two(2)hours after the completion of the Hockey Event. (b) Unless the Parties agree otherwise with respect to a specific Hockey Event, the Team will remove Team property from the Game Day Facilities within two(2)hours following the completion of each Hockey Event, Notwithstanding the foregoing, the City agrees that a Visiting Team may leave its Visiting Team property in the Visiting Team locker room until 12:00 Noon the immediately succeeding day, unless notified by the City or the Team that the Visiting Team locker room is unavailable during such time due to a Non-Hockey Event booking. I i "U14= -31- I ARTICLE lE 10 CITY'S RIGHTS AND OBLIGATIONS i 10.1 Maintenance and Provision of Facilities. The City shalt during the Term: i (a) operate, maintain and repair the Center and the systems and equipment necessary for the proper operation of the Center and to ensure that the Center is operated as and remains a top quality, first-class minor league ice hockey facility,i e.,a facility generally similar in operation,maintenance and repair to the Reference Facilities. Except in emergencies,the City shall not carry out any maintenance or repairs in or to the Center which would interfere with the Team's use of the Center without the Team's prior consent, which consent shall not be unreasonably withbeld; (b) be responsible for all day-to-day structural and mechanical repairs to the Center,including the Team Facilities; (c) maintain the Center, including the Team Facilities, in a neat, clean, safe and sanitary condition and in good state of repair(reasonable weair and tear excepted);and (d) supply and install the following Arena equipment: netting, goal lights, public address, music and sound system, scoreboards, two (2) Zambonis, and any and all other equipment mutually agreed to by the City and the Team that is necessary or desirable for hosting League Games. The City's obligations under this Section 10.1 include making life-cycle improvements to repair or replace wom-out facilities and fixtures, but do not include making major capital expansions or structural changes to the Center. 10.2 Team's Remedies. (a) In the event the Team reasonably determines that the City is failing in any material respect to ensure, pursuant to Section 10.1(a), that the Center remains a top quality, first-class minor league ice hockey facility generally similar in operation, maintenance and repair to the Reference Facilities,the Team shall have e right to deliver a default notice(the"Facilit the y Default Notice") to the City setting forth the nature of such asserted facility default. Within twelve (12) months after receipt of such Facility Default Notice, the City shall either (i)cure such default or (if such cure cannot with due diligence be completed during such twelve (12) month period) commence such cure within such period and diligently proseeute such cure to completion, or(Ji)if the City objects to the Team's assertion that a facility default exists, submit the matter to the dispute resolution procedure set forth in Article 13. If the arbitrator determines that the City has failed in any material respect to ensure that the Center remains a top quality, first-class minor league ice hockey facility pursuant to Section 10.1(a), the City shall cue such default within 180 days after the arbitrator's determination,or (if such cure cannot with due diligence be completed during such 180-day period)commence such cure within such period and diligently prosecute such cure to completion- If the City fails to cure a default as required by this -32- SoJO4 i Section I0.2(a),the Team shall have the right to terminate this Agreement upon three(3)months written notice to the City, I (b) In the event the City shall fail to perform in any material respect any repair or maintenance obligation of the City pursuant to Sections 10.1(b) through 10.1(d), the Team shall have the right to deliver a default notice(the"City Default Notice")to the City setting forth the nature of such asserted default. The City shall either(i)cure such default within twenty (20) days after its receipt of a City Default Notice or, if such cure cannot with due diligence be completed during such twenty (20)day period,the City shall commence such cure within such twenty (20) day period and diligently prosecute such cure to completion, or (ii)if the City � objects to the Team's assertion that a default exists, submit the matter to the dispute resolution procedure set forth in Article 13. If the City shall fail to cure a default under this Section 10.2(b) within the cure period provided herein, and the continuance of such default will result in a team emergency(as hereinafter defined),the Team shall have the right,but not the obligation,to cure such default. If the Team cures a default pursuant to this Section 10.2(b), the City shall pay to the Team the costs thereof within ten (10) days after receipt by the City of a statement as to the amounts of such costs (unless the existence of the asserted default has been submitted to dispute resolution under Article 13, in which event the City shall pay the Team if and when appropriate pursuant to the outcome of the dispute resolution process)_ All work performed by either Party pursuant to this Section 10.2(b) shall be performed (i)in a manner consistent with that set forth as the standard for the City's perfomuance of such work in this Agreement and otherwise in compliance with the provisions of this Agreement, (ii)to completion with reasonable diligence and at reasonable costs, (iii)only to the extent reasonably necessary to effect the cure of such default, (iv)using reasonable efforts to cause such work to be performed in a manner so as to minimize the interference with the City's and its other licensees' and invitees' use of the Center, and(v)wholly within the Team Facilities and without affecting any of the Center's mechanical, electrical, sanitary, HVAC or other systems. AS used herein, "team emergency" shall mean (i)imminent danger to the health or safety of persons in, on or about the Center and/or the Team Facilities, and/or (ii)material interference with the Team's ability to conduct its business in the Center. 10-3 Exclusive Rights to hockey Events, (a) The City acknowledges and agrees that Team shall have the exclusive right to present all Hockey Events in the Center. (b) Subject to the scheduling provisions of Article 8, the Team shall have control over all Hockey Event related uses of the Center, including all scheduled hockey practices. In this regard, the Team may implement and enforce rules or regulations pertaining to the use of the Center for Hockey Events. 10.4 Loading Zone and D (a) The City shall provide a loading zone for access to the Center,the location of which will be agreed to between the City and the Team (each acting reasonably) upon Completion of the plans for the Center. I -33- t i i (b) The City shall designate and reserve a parking space for the Visiting Team bus in connection with League Games, 10.5 Center Personnel. (a) The City shall provide adequate personnel to operate the Center during Hockey Events in accordance with the terms of this Agreement, including Arena engineers, custodial and security personnel, personnel for ticket taking (subject to Section 5.5) and ushering, an audio/visual technician,equipment and lighting technicians,employees to resurface and maintain the ice and staff to manage and operate the Parking Lot(including the presence and participation of the personnel (including polioe/traffrc personnel) as necessary to control traffic flow to and from the Center before and after a Hockey Event). The Team shall reimburse the City for one-half of the cost for ticket taking, security and ushers for Hockey Events. All other personnel described above will be provided at the sole cost and expense of the City. (b) The City shall provide personnel for a first aid facility for the general public at each Hockey Event- (c) The City shall provide persons,equipment and supplies for the purposes of installing under ice signage (including advertising, the Team logo and the League logo) by applying paint directly on the ice located below the skating surface;provided that the Team has provided the design and template for such signage and the required two (2) weeks notice in accordance with Section 6.2(b). (d) Game day personnel staffing levels, as described above, will be determined based on joint evaluation and discussion by the City and the Team. 10.6 Maintenance of Team's Equipment. The City shall not be responsible for providing or performing any maintenance,repair or servicing of any of the Team's equipment or personal property. The City shall not be responsible for janitorial or service work on any of the Team Facilities unless compensated by the Team consistent with Section 7.3. 10.7 Dasher Board System. Upon the Team's request at least two (2) weeks prior to the relevant date,the City shall install the hockey dasher board system and the clear plastic screen on the hockey dasher board system in the Arena prior to each practice and League Game. The City may remove and store the dasher board system and the clear plastic screen after completion of each use of the Arena by the Team unless the Arena will be used by the Team on a succeeding day without any intervening Non-Hockey Event or other governmental or public meeting or events at which admission is not charged. 10-8 Inspection, Repair and Improvement of the Town Facilities and.the Center. (a) Upon receipt of at least twelve (12) hours' prior notice from the City, the Team shall provide the City access to the Team Facilities during normal business hours to -34- somla inspect the same and make any repair, improvement alteration or addition thereto or to inspect, repair, improve,alter or add,to any property owned by or under the control of the City deemed necessary by the City, provided that this right of access shall not impose on the City any obligation to make any repair, alteration or improvement except as specifically provided herein. (b) In inspecting, and in making repairs, alterations, additions and j improvements to the Team Facilities or the Center,the City may erect barricades and scaffolding in and outside of the Center and may otherwise interfere with the conduct of the Team's.business and operations as such action is reasonably required by the nature of the City's work and such interference shall not constitute a default under this Agreement; provided that, except in emergency situations, the prior consent of the Team has been obtained (which consentt shall not be unreasonably withheld) and such repairs, alterations, additions and improvements will not create an unsafe condition for the Team, its employees,players,agents, representatives, guests or patrons. (c) The City shall have the right to use any and all means that the City reasonably considers necessary to obtain entry into the Team Facilities in an emergency situation without liability to the Team except for any failure to exercise due care for the Team's property, Any reasonable entry to the Team Facilities by the City in an emergency situation shall not be construed or be deemed under any circumstances to be a forcible or unlawful entry into or a detainer of the Team Facilities or a termination of the Team's license to occupy and use the Team Facilities. The City shall notify the Team or its representatives as soon as is practical about any entry into the Team Facilities in an emergency situation. The City shall advise of the time of entry, the nature of the emergency and the action taken by the City in respect to such emergency. 10.9 Broadcast Advertising Time. The Team agrees that it will grant, or cause the Team's radio or television broadcaster of, or the operator of the public address system at league Games to grant,to the City: (a) one minute of radio advertising during each Hockey Game broadcast by the Team on radio; I (b) five minutes of public address time during each League Game to be used by the City for advertising purposes. The City acknowledges and agrees that the timing, content and placement of any advertising time granted herein is subject to the mutual reasonable consent of both the Team and the City. The City further agrees that the rights granted under this Section are not assignable or transferable by the City. i ) �«ar -35- i f Al2TICLE 11 TEAM'S RIGHTS AND OBLIGATIONS 11.1 Ticketing. (a) The Team shall have the right to use Box Office windows as set forth in Section 5.5, (b) Except as otherwise provided in this Agreement,the City shall not impose, charge or cause to be imposed or charged any service charges or handling fees of any kind or matter on any tickets or rights of admission to any Hockey Events, without the prior consent of the Team. Nothing in this subsection shall be deemed to prevent the City from imposing generally applicable excise taxes on the sale of tickets to taxable events within the City that affect the Team or ticketing of Hockey Events. (c) The Team shall be entitled to retain the Net Ticket Proceeds paid by a person attending a Hockey Event, subject to the License Fees required to be paid by the Team pursuant to Section 5.2. (d) The Team shall have the exclusive right to issue Complimentary Tickets to Hockey Events. (e) If the Team Store is not publicly visible from the front of the Arena, the City shall create and install,at the City's cost and expense,sufficient signage to direct patrons to the Team Store. 11.2 Novelties,Etc, (a) The Team shall have the exclusive right to sell all hockey related novelties,souvenirs,wares and programs at the Center for all Hockey Events held at the Center. (b) The Team may utilize temporary kiosks in the Center for all Hockey Events for the sale of hockey-related novelties, souvenirs, wares and programs or for other related promotional uses. The Team shall be entitled to locate those temporary kiosks as follows: two (2) on the concourse level and one (1) on the suite level. If additional space is available, the Team shall be permitted five (5) other kiosks in locations agreed upon by the parties, if the placement of the temporary kiosks does not, in the opinion of the City (acting reasonably),adversely impact Concession sales or advertising displays. The City will provide an adequate securable area for the storage of these kiosks. The Team shall be responsible,and at its own expense, for the temporary installation and the subsequent removal, storage and Security of the kiosks. (c) The Team shall have the exclusive right at all Hockey Events to host or assign Team raffies("50/50 draws"or otherwise)and to retain all proceeds therefrom. I I �14 _36- 11.3 Under Ice Displays. The Team shall be entitled, during all Hockey Events held within the Center,to display the Team's name and logo and the L eague's name under the Arena ice at any location. 11.4 Appointment of Center Manager and Concessionaire. (a) The City will consult,discuss and otherwise solicit the advice of the Team in the review and selection of the Center Manager, the Concessionaire and other key personnel involved in the operation of the Center, and in discussions concerning the menu products and pricing of the Concessionaire. (b) In the periodic selection of the Center Manager and the Concessionaire, the City will use a competitive process, except that the City reserves the right to use a Center Manager who is a City employee or another Center Manager who is a natural person. Under any selection scenario, the Team shall be permitted to participate in the selection process. If the Team so participates, the process shall provide the Team with the opportunity to collaboratively work with the City to narrow the pool of proposals to a maximum of three(3) finalists,with both the City and the Team each retaining the right to prevent a particular proposal from being included as a finalist. From the final proposals, the City shall, after consultation with the Team, make the decision as to the selected proposal. The City shall consult with the Team if it elects to terminate a contract with the Canter Manager or Concessionaire prior to that contract's stated termination date. 11.5 Team Parking. (a) During the Tenn, the City shall provide to the Team, without additional charge,the exclusive right to the use of: (i) Twenty (20)parking stalls for the Team's employees at or near the Center,which stalls will be available 24 hours per day,365 days per year,and (ii) Twenty (20)parking stalls for the Team's players under the same terms as Section 11S(ai). In addition, if the City charges for parking at the Parking Lot at times when Hockey Events are played, the City shall provide thirty (30) parking stalls for the Team's game stall'on each such day, at no charge to the Team or the game staff. 11.6 Preferred Parking. Dearing the Term, the City shall provide the Team with the exclusive right during Hockey Events to designate an area of the Parking Lot composed of 500 parking stalls, to be reserved for the holders of Box Tickets, Club Tickets,or Packaged Tickets. sotalwaa -37- 11.7 Media Rights_ The Team shall have exclusive media and broadcast rights for League Games, including radio and television coverage, all satellite and close circuit, cable or pay TV rights, Internet, all photographic and video rights or any similar rights by whatever means or process now existing or hereinafter developed in preserving, transmitting and/or reproducing for hearing and/or viewing Hockey Events. All copyrights and other rights in law for all of the above media rights shall remain sole property of the Team. The Team shall have the exclusive right to retain all. proceeds received from or in respect of such media rights. 11.8 Telephone. The Team shall, at its sole cost and expense, be responsible for all telephone and high- speed Internet access service charges and fees with respect to such services provided in and to the Team Facilities. The City shall,at its sole cost and expense,be responsible for supplying and installing wiring and cable for telephone and high-speed Internet access services in and to the Team Facilities. 11.9 Advertising. The content of any advertising sold in or for the Center by the Team shall be subject to the City's prior review and approval, which approval will not be unreasonably withheld or delayed. it is the intent of this Section that the City's approval right is to allow the City to ensure that such advertising is in keeping with community standards or decency and good taste. The Team acknowledges that the City may prohibit sexually oriented advertising or advertising relating to gambling, tobacco, other drugs or hard liquor (£e_, beverages with an alcoholic content of greater than 14%) if, in its discretion (acting reasonably), such advertising would be harmful or damaging to its public image or would cause significant community objections. The City shall also have the right to prohibit the advertising of products that would conflict with any written agreement between, among or by the City, the Concessionaire, or the entity responsible for the sale of advertising under Section 6.4. 11_1Q Team Personnel. I The Team shall employ, at its own expense,and have available at all Hockey Events: (a) timekeepers, gatekeepers,on and off ice officials; (b) medical personnel for the Team and Visiting Team, as may be required in accordance with League regulations, 11.11 Lawful Use. The Team agrees to comply with all applicable laws of the United States and the State of Washington and all of the ordinances of the City of Kent, Washington and the rules and regulations of the City for the use of the Center (mcluding the placement of temporary kiosks contemplated by Section 11.2(b)), together with all rules and regulations of the police and Fire ao )4= -38- I i Departments of the City of Kent,Washington and the King County Department of Public Health. I The Team further agrees that it will: (a) obtain all licenses, permits and directives necessary to conduct its business; (b) comply with any determination made by the Chief or Fire Marshal of the Fire Department of the City of Kent regarding the number of persons that may be admitted to and safely and freely move about in the Center at a Hockey Event, and the Team agrees that it wi ll not issue tickets or other rights of admission to a Hockey Event in an aggregate number which exceeds the number of persons determined by the Chief or Fire Marshal of the Fire Department of the City of Kent- (c) immediately desist from and/or take reasonable measures to prevent or correct any violation of any law, regulation, rule, ordinance, license, permit or authorisation of which it receives notice,except where such violation is due to the actions or inactions of the City or such obligation is an obligation of the City under this Agreement;and (d) pay before delinquency all taxes, levies and assessments arising firm Hockey Events or its occupancy of the Team. Facilities, including taxes payable by the Team arising out of the occupancy of, or activity and business conducted in or from the Team Facilities, taxes levied on the Team's property, equipment, improvements on or made to the Team Facilities and taxes levied on the Team's interest in this Agreement. 11.12 No Adverse Actions. Time City agrees that it will not take,and will not cause any actions to be taken,excepting the use of any regulatory "police powers,"that would have the effect of diminishing the Team's or its rights under this Agreement unless: (a) at least thirty (30) days prior to any such action being taken, it has provided the Team a written notice setting forth the nature of the action being taken; I (b) the Team shall have a period of fifteen (15) days following receipt of the written notice to advise the City in writing whether the Tears consents or objects to the action which is proposed to be taken and failure by the Team to provide such written advice shall be deemed to he an objection to the proposed action;and (e) the matter shall be referred to the dispute resolution process referred to in Article 13 and the City agrees that it will not allow the action in question to be taken until the matter has been resolved between the parties. 11.13 Team Name. I The City acknowledges and agrees that the Team's name will be the sole property of the Team and that the City will not be entitled use the Team's name except in accordance with any license or use agreement which may be entered into between the Parties. However, in soa,�mzs -39- advertising and promoting the Center, the City shall be entitled to use the Team's name in describing the Center as the home arena of the Team. 11.14 No Nuisance. The Team shall not, at any time during the Term, permit any excessive or objectionable noise, odor, dust, vibration, or other similar substance or condition to remain on or be emitted j from the Center; shall not create any nuisance in or adjacent to the Center; and shall not do anything in the Center that will create a danger to life or limb, except such dangers as are the necessary result of hockey playing or practicing. The City expressly acknowledges that the Team may use lights,fire and pyrotechnics in the course of a Hockey Event and consents to such use provided that the Team is responsible to determine the number and extent of all required regulatory and safety permits and approvals and provided that the Team has obtained all prior written approvals from all applicable authorities, specifically including, without limitation, the City's Fire Department. 11.15 Assignment and Transfer. (a) The Team shall not assign or otherwise transfer to another person or entity any of its rights or responsibilities under this Agreement, or assign or transfer all or substantially all of the Team's assets or effect a change in the controlling member of the Team, without the prior written approval of the City, which consent shall not be unreasonably withheld, conditioned, or delayed. The City acknowledges and agrees that the use of contractors or consultants by the Team to assist the Team in performing its responsibilities under this Agreement shall not be deemed an "assignment" or "transfer" of the Team's rights or responsibilities hereunder. (b) The City may assign all or a portion of its rights and obligations under this Agreement to a public facilities district created by the City. The City may also assign ruts and obligations to the Center Manager,but the City and its assignees shall continue to be responsible to the Team with respect to any obligations so assigned but not performed by the Center Manager consistent with this Agreement. 11.16 Alterations to Team Facilities. j (a) The Team shall not construct any improvements, additions or alterations to the Team Facilities without the prior written approval of the City, which approval shall not be unreasonably withheld. The Team shall submit to the City for approval (not to be unreasonably j withheld) schematic designs, design development drawings and final working drawings and specifications of such improvements,additions or alterations. All such improvements, additions or alterations shall be at the Team's sole expense. (b) The approval by the City of the Team's plans and specifications for improvements, alterations and additions to the Team Facilities or the Center, if obtained, shall only constitute the City's approval as the Arena owner, this approval shall not constitute an opinion or representation by the City as to any regulatory compliance with any law or ordinance or their adequacy for other than the City's own purposes, and such approval shall not create or form any regulatory approval or the basis of any liability on the part of the City or any of its sos�saozx -40- i officers, employees, or agents for any injury or damage resulting from any inadequacy or error therein or any failure to comply with applicable laws or ordinances. (c) No improvement, alteration or addition shall be constructed, placed, or erected on the Team Facilities except in accordance with plans and specifications therefor and to which the City has given approval. Immediately following the Tears receipt of notice by the City of any material variation between the approved plans and specifications and any improvement, addition, or alteration in, on, or being made to the Team Facilities,the Team shall either desist from occupation, use, and operation of such supplementary improvement addition, or alteration and remove it from the Team Facilities or ensure that it is made consistent with such approved plans and specifications. alterations to the y Team Facilitie The Team s, in the City concurs such improvements,request that the City carry out i ements, additions or alterations, or any change to any other facility, utility or service provided by the City,the Team shall pay, as an additional charge, any and all reasonable costs incurred by the City in carrying out those improvements, additions or alterations or in making such change. (c) All improvements,additions and alterations to the Team Facilities or other elements of the Center shall become the property of the City and may not be removed by the Team, except for the Team's equipment,furniture and trade fixtures. Any damage caused by or resulting from removal of equipment, furniture and trade fixtures shall be repaired at the Team's expense. 11.17 Obligation to Play at Center. Throughout the Term,the Team agrees that the Team shall play all home League Games in the Arena; except that Team shall be entitled to play Exhibition Games in other facilities, but only to promote the Team and attendance at the Center. 11.18 Obligations to Make Payments as Provided in Agreement. (a) Throughout the Term,the Team shall make all payments to the City as set forth in this Agreement, including without limitation the payment of License Fees under Article 5, Facilities Fees under Section 5.4, the City's share of Net Center Advertising revenues under Section 6.4 (when and as applicable),the City's share of Naming Rights under Section 6.5, the City's share of Suite License sales under Section 6.6, the City's share of Club Seat revenue under Section 6.7, reimbursements under Section 7.3, the cost of providing specified personnel at the Center during hockey Events as described in Section 10.5, and the cost of alterations as described in Section 11.16. (b) Revenues from Concessions and the sale of Center Advertising, Naming Rights, and Suite Licenses shall as soon as practicable be deposited in special accounts maintained by one or more third-party custodians or trustees mutually selecteA by the Team and the City. A custodian or trustee may be the Team's bank or the City's bank, but such special accounts shall nevertheless be established on a custodial or trust basis, separate from the Team's and the City's accounts. A custodian or trustee shall account for and disburse those revenues to the Team and td the City respectively, based on the provisions of this Agreement and based on a soUIe 2 "-0'1- i protocol or instructions agreed upon by the Team,the City and the custodian or trustee. The cost of custodial or trustee fees shall be divided equally between the City and the Team. ARTICLE 12 MUTUAL COVENANTS 12.1 Audit Fights. I (a) The receipt by either party (the "Recipient") from the other party (the "Obligor") of any payment or detailed accounting statements pursuant to this Agreement shall not be deemed to be a waiver of any of its rights;provided that after two years following the end of the Operating Year in which the payment was made, all statements shall be deemed to be conclusive and the Recipient shall have no right to audit the books and records of the Obligor in respect of such statements. (b) A Recipient shall, from time to time and in normal business hours, be entitled to inspect and audit the books and records of the Obligor to verify the accuracy of the Payments previously made by the Obligor. The Recipient shall be entitled to conduct the audit using its personnel or to engage a qualified chartered accountant or certified public accountant in good standing to conduct the audit. I£the amount of any revenue of the Obligor on which a payment to the Recipient is based is found to be greater by at least three percent(3°l0)of the total of the amount shown on the statement or statements delivered to the Recipient, the costs of the audit shall be home by. the Obligor, otherwise the costs of the audit shall be home by the Recipient. (e) If it is detcrmined, as a result of an audit,that there was an underpayment in the payment required to be made by the Obligor, the Obligor shall immediately make such Payment to the Recipient, unless the Obligor disputes the result of the audit, in which case the matter shall be submitted to dispute resolution in accordance with Article 13, (d) If it is determined,as a result of an audit,that there was an overpayment in the payment required to be made by the Obligor, the Recipient shall immediately refund the amount of the overpayment to the Obligor,unless the Recipient disputes the result of the audit,in which case the matter shall be submitted to dispute resolution in accordance with Article 13. 12.2 .Rooks and Records. An Obligor shall maintain true, accurate, complete and auditable books and records of all revenue accrued by the Obligor upon which a payment to a Recipient is based and shall retain all such books and records for a period of thirty-six (36) months following the close of the Operating Year in which the payment was made. 12.3 Confidentiality. I A Recipient covenants that the Recipient, its personnel, representatives, agents, lawyers and auditors will hold all books and records of the Obligor, and all information acquired therefrom, strictly confidential and will not disclose any of such looks and records or i 42_ .W6314o22 - i information to arty third party for any purpose except as may be required by law. The parties acknowledge that use of records by the City is subject to Chapter 42.56 RC W. 12.4 Conduct of Business. Each of the Parties agrees that it will conduct its business affairs in good faith and in such a manner as to ensure that the other party will at all times receive the fair and proper revenue attributable or payable to the other Party in accordance with the intentions of this Agreement. 12.5 Damage and Destruction. In the event of any damage or destruction to the Center the following provisions shall apply: (a) the City shall proceed to rebuild and repair the damage or destruction; (b) License Fees payable by the Team shall be reduced in proportion to the impact such damage or destruction had upon the sources of the Team revenue provided for in this Agreement until the damage or destruction has been repaired_ However,unless the Center is in a condition so that the Team is able to fully and properly play League Games in the Arena, all. License Fees shall abate until the Center has been repaired to the extent that the Arena can be used for League Games; (c) if the Parties cannot agree on the proportion of abatement, the matter will be determined in accordance with the dispute resolution procedure set forth in Article 11 (d) if, within one hundred and eighty(180)days of the damage or destruction, the City fails to commence repairs or restoration to the Center so that the Center can be used for League Ganges,the Team shall have the option to terminate this Agreement as of the date of such damage or destruction; (e) il� within one hundred and eighty(180)days of the damage or destruction, the City has not made complete repairs or restoration to the Center so that the Center can be used such damage or destruction;and for League Games, the'Team shall have the option to terminate this Agreement as of the date of (1) unless and until this Agreement is terminated Section 12.5(d)or Section 12.5(e) but subject to the provisions of t h his Section this et in accordance wit shall remain rat full force and effect notwithstanding such damage and destruction. 12.6 Force ,(euree Whenever a Party's performance of any obligation under this Agreement is prevented by an occurrence of an event beyond the reasonable control of a Party that cannot be prevented or remedied with the exercise of reasonable diligence, including an act of nature; war or war-like operation; civil commation; riot; tearvrist acts; Iabor dispute (including a strike, lock-out, or walk-out) involving employees other than employees of either Party; sabotage; initiative or governmental regulation or control; then performance of such affected obligation shall be a®bu 41- suspended but only for so long as such occurrence remains beyond the reasonable control of such Party or cannot be prevented or remedied by such Party, This Section 12.6 shall not apply to payment obligations. In the event of a labor dispute, the Party directly involved in the same shall make a good faith effort to ensure, through available legal means,that such person's obligations under this Agreement during the period of such dispute are not prevented or unreasonably delayed, but nothing herein shall require such Party to waive or otherwise reduce its claims in j such dispute. 12.7 Not Partners. t The City and the Team are not partners or joint venture participants and the relationship between them is strictly that set out herein and not of partnership or joint venture in any way. 12.8 Interest and Other Charges on Overdue Amounts. Any amounts not paid by a party when due shall be subject to an administrative charge of $50 and shall bear interest at the rate of one percent(1%)per month(twelve percent(12%)per annum) from the due date until paid in full. Payments made after the due date shall fast be applied to the administrative charge, then to interest and then to the principal sum due. Unpaid amounts shall not bear interest when and to the extent a delinquency is due to an incident of force majeure as defined in Section 12.6. ARTICLE 13 DISPUTES 13.1 Submission of Claims or Disputes. Any claim or dispute between the Parties relating to the requirements of this Agreement may be submitted in writing by a Party to the dispute resolution process as described below, except as otherwise provided with respect to the standby arbitrator process described. in Section 3.8(c), Throughout the process,the City and the Team shall proceed in a timely manner and in good faith to resolve claims or disputes based on accurate and shared information and on a confidential basis. 13.2 Executive Conference. The Parties shall make a good faith effort to resolve any dispute or claim by negotiation between representatives with decision-making power. If resolution does not result within two(2) weeks after a Party's receipt of a written notice of dispute, the City and the Team shall then attempt to resolve the dispute through a direct conference of the City Administrator and the Team's Chief Executive Officer or President, or, if any of those persons are not promptly available, a designee of the City Administrator, Team Chief Executive or Team President, respectively. The procedures utilized for the conference shall include the exchange of written claims and responses, with supporting information, at least seven (7) calendar days prior to the conference; however, the Parties, by mutual agreement, may shorten or extend this time frame and may make arrangements regarding the exchange of documents. The positions expressed, responses, and submitted information shall not be admissible as evidence in any subsequent dispute resolution or legal proceeding. -44- 13.3 mediation. i If the procedure get forth above does not result in resolution of the claim or dispute,then within ten (10) calendar days after the last conference muting or final exchange of written positions, the City and the Team may mutually agree to initiate a non-binding, stmctutctl mediation to be developed by the Parties with the assistance of individuals or organizations experienced in alternative dispute resolution C"ADR!) The Team and the City shall agree on a single qualified mediator. The ADR process will be a mediation process only and neither party is bound to any other ADR process,specifically including arbitration. The ADR process will be initiated within thirty (30) days of the request unless extended by an agreement of both Parties. The ADR Procedures utilized for the mediation shall include the exchange of written claims and responses, with supporting information, at least five(5) days prior to the actual meditation. The ,positions expressed and the mediator's recommendations and/or findings shall not be admissible as evidence in any subsequent arbitration or legal proceeding. 13.4 Arbitration. In the event that the dispute remains unresolved, the City and the Team may mutually agree to submit the claim or dispute to arbitration before a single arbitrator agreed to by the Parties. Unless otherwise mutually agreed between the Parties, any such arbitration will be conducted utilizing an expedited format in which each side shall have a restricted period of time to Present its case, so that the entire presentation of testimony acid evidence by both sides may be concluded in one day. The arbitrator shall provide a decision on the matter within two (2)business days of the hearing,or such other time period agreed to by the Parties. 13.5 Final Dispute Resolution. Any continuing dispute that exists after undertaking any dispute resolution processes established above can be continued only by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court,King County,Washington. ARTICLE 14 INSURANCE Q MENTS 14.1 T Required Liability Insurance. (a) The Team shall at all times during the term of this Agreement, obtain and maintain continuously, at its own expense, a policy or policies of insurance as enumerated blow: (i) A policy of Commercial General Liability insurance, written on an insurance industry standard occurrence form (CG 0001 or equivalent), including all the usual coverages (or their equivalents)such as: (1) Center/Operations Liability; (2) Products/Completed Operations; I i SM14012 45- i i (3) I'munal/Advextising Injury Contractual Liability; (4) Independent Contractors Liability; (ii) Such policy(ies)must provide the following minimum limits; $2,000,000. Property Damage $2,000,000 Bodily Injury $2,000,000 General Aggregate $2,000,000 Per Occurrence/Event Aggregate $2,000,000 Products&Completed Operations Aggregate $1,000,000 Personal&Advertising Injury $1,000,000 Each Oecurrence $5,000,000 Umbrella Coverage (b) Any deductible or self-insured retention must be disclosed and is subject to approval by the City. The cost of any claim payments falling within the deductible shall be the responsibility of the Team. (c) The Team shall obtain and maintain continuously a policy of Business Automobile liability, including coverage for owned, non-owned, leased or hired vehicles written on an insurance industry standard form(CA 0001) or equivalent. Such policy(ies)must provide a minimum Iimit of$1,000,000 Bodily Injury and Property Damage per accident. (d) The Team shall obtain and maintain continuously a policy of Worker's Compensation insuring the Team's liability for industrial injury to its employees in accordance with the provisions of Title 51 RCW; provided, that if the Team is qualified as a self-insurer in accordance with Chapter 51.14 RCW, the Team shall certify that qualification by a letter that is signed by a corporate officer of the Team and is delivered to the City setting forth the limits of any pokey of self insurance covering its employees. Any such policy shall include Stop Gap or Employers Contingent Liability. (e) The insurance provided for in this Section shall meet all minimum requirements of those specified by the League, the Canadian Amateur Hockey Association, and the Amateur Hockey Association of the United States for hockey teams in the League. ( The coverage amounts indicated in Section 14.1(a) shall be increased by mutual agreement of the parties in writing within ninety (90)days after the fiPdt, tenth,fifteenth, twentieth, and twenty-fifth anniversary date of the Effective Date of this Agreement, Any disagreement regarding coverage increases shall be resolved by the dispute resolution provisions of Article 13. 14.2 General Requirements for Team's hasurance. (a) The insurance coverage to be provided by the Team pursuant to this Agreement shall be endorsed to include the City, its officers,elected officials, employees, agents and volunteers as additional insureds; shall be primary as respects the City, and any other i insurance maintained by the City shall be excess and not contributing insurance with the Team's insurance;and provide that such insurance shall not be reduced or canceled without 45 days prior written notice to the City. I (b) All insurance policies required hereunder shall be subject to approval by The City(not to be unreasonably withheld) as to company, form and coverage. All policies shall be issued by a company rated A_; VIl or higher in the A.M Best's Key hating Guide and, licensed to do business in the State of Washington. A, surplus line may be used only if suitable coverage is unavailable as indicated above;in that event such surplus coverage must be issued by a Washington surplus lines broker, and shall be primary to any other applicable insurance. j (c) Any deductible or self-insured retention must be disclosed to,and shall be subject to approval by the City. The cost of any claim payments falling within the deductible shall be the responsibility of the Team or its contractor,as appropriate. (d) The following documents must be provided to the City as evidence of insurance coverage secured and maintained by the Team: (i) not less than ten (10) days prior to the Team's fast use of any of the Center pursuant to this Agreement; (ii) within seven (7) calendar days prior to the expiration or renewal date of each such policy; (iii) within seven (7) days after the Team's receipt of a written request therefor, a copy of each o£ (1) the policy's declaration pages, showing the insuring company, policy effective dates, limits of liability and the schedule of forms and endorsements specifying all endorsements listed on the policy including any company-specific or manuscript endorsements; (2) the endorsement naming the City, its officers, elected officials, employees, agents and volunteers as additional insureds, showing the policy number, and signed by an authorized representative of the insurance company(whether on ISO Form CO 2026 or an equivalent form); (3) an endorsement or policy provision stating that the coverages provided by such policy to the City or any named insured shall not be terminatedj reduced or otherwise materially changed without providing at least forty-five (45) days prior written notice to the City;and (4) the Commercial General Liability and Business Automobile liability insurance to be secured and maintained pursuant to Section 14.1, a copy of a "Separation of s" or"Severability of Interests"clause indicating essentially that except with respect to the limits of insurance and any rights or duties specifically assigned to the first named insured, such insurance applies as if each named insured were the only named insured, and separately to each insured against whom claim is made or suit is brought. 5MI 02 2 A7 i (e) The evidence specified in Section 14.2(d) shall be delivered to the addresses set forth in Section 15.1 or to such other addressee(s) or address(es) as may be specified by notice provided to the Team. Until notified otherwise, the Team shall provide a copy of that evidence to Chris Hills, Risk Manner, City of Kent, 220 0 South, Kent, WA 98032. (f) The insurance provided by the Team shall meet all mi inimum requirements of those specified by the League. 14.3 Subcontractors. The Team shall include all subcontractors as insureds under its policies or shall furnish separate evidence of insurance as stated above for each subcontractor. All coverages for subcontractors shall be subject to all the requirements stated herein and applicable to their profession. 14.4 Adjustments of Claims. The Team shall provide for the prompt and efficient handling of all claims for bodily injury,property damage or theft arising out of the activities of the Team under this Agreement. The Team shall ensure that all such claims, whether processed by the Team or the Team's insurer, either directly or by means of an agent, will be handled by a person with a permanent office in the Kent area. 14-5 Remedies on Failure to Insure. The City shall notify the Team whenever City has a reasonable belief that the Team has Wed to secure or maintain insurance as required by this Agreement. Notwithstanding any other provision of this Agreement, after its receipt of any such notice, the Team shall not enter upon the Center until the Team has secured and is maintaining insurance as required by this Agreement. 14.6 City's Insurance. insurance: (a) The City shall take out and maintain during the Term the following (i) building insurance on the Center; (ii) equipment, fixtures, improvements on other contents insurance on property that is situated in the Center and owned by the City or which is installed by the City during the Term; (iii) boiler and machinery insurance covering boilers and pressure vessels owned by and under the control of the City; (iv) comprehensive general liability insurance covering the operations Of the City in the Center; and wctigozz -48- i �J I (v) such other insurance coverages as would reasonably he considered appropriate having regard to the size,age and location of the Center. I The policies referred to above shall contain a waiver of subrogation rights by the City's insurers against the Team. When and if the City obtains comprehensive general liability coverage under subsection{iv) above through commercial insurance, if available at commercially reasonable rates,the liability policy shall name the Team as an additional insured with respect to liability arising out of the Center's operations. (b) Such insurance shall include such perils, for such amounts and with such deductibles as the City as a reasonable owner of a reasonably similar facility would deem advisable having regard to the size, age and location of the Center, provided always that the Center will be insured for its full replacement value. (c) All or a portion of the insurance provided for in this Section 14.6 may be provided by pool insurance, commercial insurance or self-insurance of the type customarily used by the City and Washington cities of similar size. 14.7 Mutual Release and Waiver. For and in consideration of the execution of this Agreement, the City and the Team each hereby releases and relieves the other,and waives its claim of recovery from the other for loss or damage to awned or rented property arising out of or incident to fire,lightning and the perils to the extent covered under any extended coverage insurance policy or endorsement approved for use in the State of Washington, whether such loss or damage is due to negligence of either party or any agent or employee of either or any other person, unless an insurance policy secured by either party hereto pursuant to this Agreement or otherwise would become void upon the making of such release and waiver. ARTICLE 15 MISCELLANEOUS PROVISIONS 15.1 Notices... i Notices and other communications under or in relation to this Agreement shall be in 'writing and: (a) personally served upon the addressee, if an individual, or an officer or director of the addressee, if a corporation;or (b) delivered,transmitted by facsimile or sent by single registered mail,to the addressee as follows: for the City. City Ctcrk, City of Kent 220 e Ave. South Kent,WA 48032 SM14 xs -44- II Phone: (253)856-5728 Fax: (253)856-6725 With a copy to the Mayor,at the same address for Team: Mr.Russ Farwell Thunderbird Hockey Enterprises LLC 14326 124a Avenue NE Kirkland,Washington 98034 Phone: (425)497-0812 Fax: (425)497-0812 Notices personally served, delivered or sent by facsimile transmission shall be deemed to have been given to the addressee on the business day following service,delivery or transmission. Mailed notices shall be deemed to have been given to the addressee on the third business day from the date of mailing, but if the mail service is interrupted during such period due to strike, lockout or other cause,the notice must be given again by personal service,delivery or facsimile. A party may,by notice to the other party,change its address or facsimile number. 15.2 Tune o£11+ssence. Time is of the essence in this Agreement. 153 Remedies Cumulative. Rights under this Agreement are cumulative; any failure to exercise on any occasion any right shall not operate to forfeit such right on another occasion. Each Party shall also have any other remedy given by the law. The use of one remedy shall not be taken to exclude or waive the right to use another. 15.4 Invalidity of Particular Provisions; Severabitity. i Should any term, provision, condition or other portion of this Agreement or the application thereof be held to be inoperative, invalid or unenforceable the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. 15.5 Governing Law and Venue_ This Agreement shall be construed under the Law(s)of the State of Washington. Venue and jurisdiction for any action brought hereunder shall be in King County,Washington. -50- 15.6 Police Power Reserved. Nothing in this Agreement shall be deemed to impair the City's regulatory authority in the exercise of the police power granted by Article Xl, Section i l of the Washington State Constitution,Title 35 RCW or other applicable law. 15.7 Schedules. Schedules and/or Exhibits attached to this Agreement form part of this Agreement, I5.B Headings. The headings and the division of this Agreement into Articles and Sections are for convenience of reference only and shall not affect the interpretation of this Agreement. 15.9 References. Unless otherwise specified in this Agreement: (a) References to Articles, Sections and Schedules are to Articles, Sections and Schedules in this Agreement,, (b) "Hereto", "herein", "hereby", "hereunder", "hereof' and similar expressions, without reference to a particular provision, refer to this Agreement. 15.10 Certain Rules of Interpretation. Unless otherwise specified in this Agreement: (a) the singular includes the plural and vice versa; (b) gender references shall be read with such changes as may be required by the context; (e) "in writing"or"written"includes printing,typewriting, fax or telecopy; (d) "including" and `fin particular" are used for illustration or emphasis only and not to limit the generality of any preceding words, whether or not non-Eimiting language (such as"without limitation", "but not limited to"and similar expressions)is used with reference thereto; and (o) reference to any statute, regulation, rule, policy or bylaw includes amendments, consolidations,re-enactments and replacements thereof. 15.11 Construction. This Agreement has been prepared through the joint efforts of the Parties and shall not be construed against a Party by reason of having been prepared by such Party. SM10zs -51- i = i i 15.12 Entire Agreement, This Agreement constitutes the entire eement between e agr th Parties and cancels and supersedes any prior agreements, undertakings, declarations and representations, written or oral, in respect of the subject matter of this Agreement, including without limitation the previous agreements listed in the third recital of this Agreement. 15.13 Currency. All monetary amounts set forth in this Agreement are in U-S. dollars. 15.14 Successors and Assigns. I Subject to Section IL 15,this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. 15.15 Prohibition on Private Activity Agreements. The City and the Team agree that any agreement mentioned herein will not be structured in any manner that the agreement would constitute "private activity" or would in any manner be a violation of, or contrary to any ruling, regulation or law issued by the United States Internal Revenue Service or in violation of any existing law or regulation. I ( I -52- i IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed by having their authorized representatives affix their signatures in the spaces below: CITY OF KENT. By: uze Co ke, A9a or Date 7 X 7 Approveyd�as to Form: By: Tom B '�,City Attorney Date: `T 0 Team: URMERBIIZD HOCKEY ENTERPRISES,LLC Name: Its: Date: - ,? I I socsuozs —53— i EXHIBIT A STERN HOCKEY LEAGUE ARENA FACILITY STANDARDS i i EXIHBITA WES �I TERN HOCKEY LEAGUE ARENA F'ACILYFY STANDARDS The Western Hockey League ("W1H. ) requires all Member Clubs to meet the fallowing arena facility !III standards: A. For the term of the lease agreement,the arena must provide the WHL club the following space at the facility: 1) Administrative office space in close proximity to the main entrance (minimum 3,500 sq.ft.); 2) Minimum twenty(20)permanent parking stalls in a prime parking location; 3) Horne team dressing mom(minimum 3,000 sq.ft.); 4) Off-ice training/fitness room(minimum 1,500 sq.&); 5) Storage space for hockey and administrative supplies(minimum 1,000 sq_ft.); B. For each WHL home game,the arena must make available the following space at the facility. 1) Prime parking space for visiting team bus; 2) Visiting team dressing room(minimum 1,000 sq. ft.); 3) Dressing room for on-ice officials(minimum 100 sq,ft); 4) Meeting room for off-ice officials(minimum 100 sq. ft); 5) A VIP hospitality/reception room(minimum 500 sq.ft.); 6) A media hospitality/reception room(minimum 200 sq. I); I 7) Adequate staffing for all event functions, including security personnel, ushers and box office personnel; 8) Carpet/podium,as required,for on-ice ceremonies. C. The arena shall have a minimum seating capacity of 4,500. Seating capacity below the minimum standard may be approved by the Lcague provided it is deem appropriate for the size of the market. D. Provide a certificate,outlining the maximum standing room capacity of the arena. A-1 "m140u { 1 E. The clu b shall have the right to sell in-arena advertising and retain revenues derived from the sale of these rights. I F. The club shall have the right to sell merchandise and retain revenues derived from the sale of these rights. G. The club shall be entitled to practice ice time in the arena as required during the hockey season at no cost to the club, expressly for the purpose of holding preseason training camp and regular practice sessions during the preseason,regular season and playoffs. H. Services and facilities available within the arena must include: 1) Computerized ticket sales service to ensure maximum ticket distributions; 2) Suitable radio and television broadcast facilities (including broadcast booths for television commentators)and interview areas; 3) Suitable Sound System for Music and PA Announcements; 4) Suitable Video Scoreboard for instant replay and promotions; 5) Media press box facilities capable of hosting a minimum twenty (20) media positions. Press box must have a minimum of two (2)phone lines for media use. Home teams are required to provide two(2)seats for members of the visiting team staff,upon request; 6) Acceptable television camera position and arena lighting for live television broadcasts (minimum 100 foot candle rating); 7) Acceptable power source for television broadcast facilities; 8) Area for promotional product displays and right to sample products within facility; 9) Acceptable hospitality arcastrooms for media results and hospitality for minimum 25 persons; 10) Acceptable hospitality areas/rooms for VIPs' and other accredited officials for minimum 25 persons; 11) Access to daily laundry,skate sharpening and equipment repair services; 12) Protective tarps,as required,over team and officials entrance areas; 13) Emergency medical response room and qualified medical personnel; 14) Access to public address system and electronic scoreboards. L The arena playing surface, boards and player/penalty benches must conform to the League playing rules and regulations as may be amended from time to time at the discretion of the League. i J. The playing ice surface must be a minimum 200 x 85 feet. it i A-2 saes�eozz i I i EXMIT B CENTER ADVERTISING PRO FORMA i I i I� I i I I Exhibit 8 Centex-Advertising Pro Forma The standard far revenue derived by the City from Hockey-Event Advertising and Center Advertising described in Sections 6.2 and 6.3 of this Agreement is enumerated below: Advertising Actual Net Adjusted Net Adjusted Year Revenue Revenue Difference Revenue Difference 2008/09 $255,000 $ $ $ 2009/10 261,375 2010/11 267,909 2011/12 274,607 2012/13 281,472 2013/I4 288,509 2014/15 295,722 20I5116 303,115 2016/17 310,693 2017/18 318,460 2018/19 326,422 2019/20 334,592 2020/21 342,947 2021/22 351,520 2022/23 360,309 2023/24 369,316 2024/25 378,549 2025/26 388,013 2026127 397,713 2027/28 407,656 2028/29 417,847 2029/30 428,293 2030/31 439,001 2031/32 449,976 2032/33 461,225 2033/34 472,756 2034/35 484,575 2035/36 496,689 2036137 509,106 2037/38 521,834 I B-I 20631M3S EXMIT C TICKET/CONCESSIONS/CLUII SEATS REVENUE PRO FORMA i i i i I I I i I i Fxhibit C Ticket/Concessions/Club Seats Revenue.Pro Forma Under the terms of Section 4.1(0 of this Agreement the following are the standards for the net j revenues from the Regular Season Ganges of the Team from Net Ticket Proceeds, Net Concession Sales,and Club Seats in each Operating Year of the agreement paid to the City. i Ticket Concession Club Total Actual Cumulative Year Revenue Revenue Seats Revenue Revenue Bala= 2008/09 $263,952 $359,910 $215,000 $839,962 2009/10 270,600 369,028 215,000 854,628 _ 2010/11 277,247 378,145 215,000 870,392 2011/12 276,535 379,710 219,500 874,745 2012/13 279,703 383,455 219,500 882,658 2013/14 270,768 374,197 219,500 864,465 2014/15 277,683 383,453 224,000 885,138 2015/16 284,5W 393,149 224,000 901,748 2016/17 291,691 402,946 224,000 918,537 2017/18 298,962 412,983 229,800 940,745 2018/19 306,409 423,120 228,800 958,329 2019/20 314,034 433,698 228,800 976,532 2020/21 322,013 444,717 233,600 1,000,330 2021/22 329,993 455,736 233,600 1,019,329 2022/23 338,327 467,195 233,600 1,039,122 2023/24 346,661 478,655 239,700 1,064,016 2024/25 355,349 490,555 238,700 1,094,604 _ 2025/26 364,215 502,896 238,700 1,105,811 2026/27 373,436 515,678 243,800 1,132,914 2027/28 382,657 528,459 243,800 1,154,916 2028/29 392,232 541,682 243,800 1,177,714 2029/30 401,984 555,345 248,900 1,206,229 2030131 412,092 569,008 248,900 1,230,000 2031132 422,376 583,112 248,900 1,254,388 2032/33 433,015 598,098 254,300 1,285,413 2033/34 443,832 612,643 254,300 1,310,775 2034/35 454,826 628,069 254,300 1,337,195 2035/36 466,352 643,936 259,700 1,369,988 2036/37 477,877 659,803 259,700 1,397,380 2037/38 489,935 676,551 259,700 1,426,186 i C1 i EXHMFr D GENERAL A DMLssI()N'TARGETS i I III i i i Exhibit D Minimum Regular Seat Revenues Under the terms of Section 4.1(c) of this Agreement, the following are the standards for general admission paid attendance and revenue and attendance for Club Seats in each operating year of the Agreement. Average General General General General Admission Admission CIub Seat Admission Admission Attendance Revenue Attendance Year Wit; Ticket Price T_ar¢et T et T t -� _ ae 2008109 I90,260 $13.50 114,156 $1,541,106 360 2009/10 190,260 13.84 114,156 1,579,919 300 2010/11 190,260 14.18 114,156 1,618,732 300 201I/12 190,260 14,54 114,156 1,659,828 300 2012/13 190,260 14.90 114,156 1,700,924 300 2013/14 190,260 15.27 114,156 1,743,162 300 2014/15 i90,260 15.66 114,156 1,787,693 300 2015/16 190,260 I6.05 114,156 1,832,204 300 2016/17 190,260 16.45 1I4,156 1,877,866 300 2017/I8 190,260 16.86 114,156 1,924,670 300 2018/19 190,960 17.28 114,156 1,972,616 300 2019/20 M260 17.71 114,156 2,021,703 300 2020/21 190,260 18.16 114,156 2,073,073 300 2021/22 190,260 18.61 114,I56 2,124,443 300 2022/23 190,260 19.08 114,156 2,178,096 300 2023/24 190,260 19.55 114,156 2,231,750 300 2024/25 190,260 20.04 114,156 2,287,686 300 2025t26 190,260 20.54 114,156 2,344,764 300 2026/27 190,260 21.06 114,156 2,404,125 300 2027M 190,260 21.58 114,156 2,463,486 300 2028/29 190,260 22.12 _ 114,156 2,525,131 300. 2029/30 190,260 22.67 114,156 2,587,917 300 2030/31 190,260 23.24 114,156 2,652,985 300 2031/32 190,260 23.82 114,156 2,719,196 300 2032/33 190,266 24.42 114,156 2,787,690 300 2033/34 190,260 25.03 114,156 2,857,325 300 2034/35 190,260 25.65 114,156 2,929,101 300 2035/36 190,260 26.30 114,156 3,002,303 300 j 2036/37 190,260 26.95 114,156 3,076,504 300 2037/38 190,260 27.63 114,156 3,154,130 300 soaiaxz D-I i EXHIBIT E EVENTS CENTER SUITE SALES PRO FORMA i i I I I I I Exhibit E Events Center Suite Sales Pro Forma The standard for the net revenues paid to the City from the sale of Suite Licenses described in Section&6 of this Agreement are enumerated below: Suite Actual Net. Adjusted Net Adjusted Year Revenue Revenue Difference Revenue Iliflerence 2008/09 $392,000 $ $ $ $ 2009/10 392,000 2010/11 392,000 2011/12 401,900 2012/13 401,900 2013114 401,800 2014/15 411,845 2015/16 411,945 2016/17 411,945 2017/18 422,141 —� 2018/19 422,141 2019/20 422,141 2020/21 432,695 2021/22 432,695 2022/23 432,695 2023/24 433,512 2024/25 433,512 2025/26 433,512 2026127 454,600 2027/28 454,600 2028/29 454,600 2029/30 465,965 2030/31 465,965 2031/32 465,965 2032133 477,614 2033/34 477,614 2034/35 477,614 2035/36 489,554 2036137 489,554 2037/38 489,554 E-1 6n l au i i �� i i t l EXHIBIT D EVENT CENTER OPERATIONS RFP SCORE SHEET I Proposer: Interviewer: Technical Proposal (Maximum of 35 points) Areas of consideration Project Approach Quality of Work Plan Project Schedule Project Deliverables Notes: Sub Total Management Proposal (Maximum of 30 points) Areas of consideration Team Structure Internal Controls Staff Qualifications Experience of Proposer References of Proposer Notes: I Sub Total Cost Proposal (Maximum 35 points) Areas of consideration Pre-Opening Proposal Base Management Fee Incentive Fee Notes: Sub Total _ Total Points 16 i i I REQUEST FOR MAYOR'S SIGNATURE T Please Fill in All Applicable Boxes Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator: Kim Komoto Phone (Originator): 5_78_8_ Date Sent: 12/22/14 Date Required: 12/14/14 Return SigrTe—dDocument to:—KimKomoto CONTRACTTERMINATION DATE: 12/31/19 VENDOR NAME: SMG DATE OF COUNCIL APPROVAL: 11/4/14 Brief Explanation of Document: Since the ShoWare Center's inception, SMG has provided full facility management and food and beverage services at the ShoWare Center. Under this contract, SMG will continue to provide these services. The initial term will commence 1/1/15 and will extend through 12/31/19, with one additional 5 year extension term subject to the mutual agreement of the parties. The base fee will be $135,252 and will be subject to an upward adjustment of the CPI-US City Average on 1/1/5, and each January I thereafter. SMG will also have the opportunity to earn an incentive fee of Lip to $50,000 per year. SMG's achievement of the incentive will be based upon its ability to exceed a gross revenue benchmark of$2.15 million. SMG would be entitled to 20% of the revenue generated over this benchmark, up to a $50,000 cap. SMG will forgive the existing accounts receivable balance of$200,000. Forgiveness of the amount due will be amortized on a straight-line, non-cash basis over a period of ten (10) years. SMG will invest $500,000 into the facility to be paid upon execution of the new management agreement. This amount will be amortized on a straight-line, cash basis and paid back over a period of ten years. If the management agreement is exterminated prior to the ten year term, the uninald balance of the investment still will be payable to SMG. All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received: Approval,of,�,aw, vw, Law Dept. Comments: CALL Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: 6" Disposition: b Date Returned: