HomeMy WebLinkAboutC2017-496 - 11/14/2017 - NA aSERVICE AGREEMENT FOR MANAGEMENT OF
AMERICAN BANK CENTER
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THIS Service Agreement for Management of American Bank Center ("Agreement') is
entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation
("City") and SMG ("Contractor"), effective upon execution by the City Manager or the City
Manager's designee("City Manager")and approval by City Council.
WHEREAS, Contractor has bid to provide Management Services for the American Bank
Center in response to Request for Proposal No. 1222 ("RFP"), which RFP includes the required
scope of work and all specifications and which RFP and the Contractor's proposal response, as
applicable, are incorporated by reference in this Agreement as Exhibits 1,2, and 3 respectively,as
if each were fully set out here in its entirety.
NOW,THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Management Services for the American Bank Center
("Services") in accordance with the attached Scope of Work, as shown in Attachment A,the
content of which is incorporated by reference into this Agreement as if fully set out here in
its entirety, and in accordance with Exhibits 2 and 3. Services will include management of
the Selena Auditorium,the Bayfront Plaza Convention Center,and the Arena facility located
— at 1901 N. Shoreline Blvd.(the"Facility").The City grants Contractor the right and authority
to manage the Facility in its own name and not as an agent of the City.
2. Exclusive Rights.The City hereby grants to Contractor, subject to the terms and conditions
of this Agreement, the "Exclusive Right" to operate themselves or to contract with outside
concessionaires for vending machines and for the provision of the Foodservices, to oversee
the provision of those services by such concessionaires, and to allow such concessionaires
the exclusive use of the foodservice premises at the Facility, subject to any limitations
contained in this Agreement. The foodservice premises does not include the area outside of
the Facility,such as parking lots or the Barge Dock.The City grants Contractor the exclusive
rights to sell novelties, souvenirs, programs, records, tapes, clothing and gifts (collectively,
"Novelties") at all Events held at the Facility.
(A) The following shall be excluded from the Exclusive Right to provide Foodservices:
i. Foodservices provided at fair or festival-type Events at the Facility may be
excluded if, in the opinion of the City, the selling of the items from booths is an
important part of the Event. Additionally, the Exclusive Right to provide Food
and Beverage Services shall not prevent or prohibit an exhibitor from distributing
without charge a sample portion of the type of food or merchandise manufactured
and distributed in the normal course of the exhibitor's business, or from selling
food items intended for consumption off the premises.
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ii. Contractor does not have exclusive rights to Foodservices provided at the
Buccaneer Days festival. The City has entered into an agreement, which allows
vending of food and alcohol at Buccaneer Days at specific locations adjacent to
or within the Facility by persons other than the Contractor.
iii. The City may, at the City's discretion, enter into agreements regarding the Fiesta
de la Flor event or other events held in the vicinity of the Facility, which allow
vending of food and alcohol at specific locations adjacent to or within the Facility
by persons other than the Contractor.
3. No Sale of Property. Contractor shall have no authority to sell or otherwise alienate any
portion of the Facility or any equipment therein. Contractor shall notify the City of any
property deemed surplus and follow City instructions regarding the property's disposal.
4. No Capital Improvements.The Contractor shall have no authority to make any alterations
or any capital improvements to the Facility without the prior written consent of the City.
Should Contractor be responsible for any public works projects at the Facility, Contractor
shall require payment bonds for any projects over$50,000 and performance bonds for any
projects over $100,000. Any required bonds shall require City approval. Any contracts for
construction of public works at the Facility must comply with Chapter 2258 of the Texas
Government Code, or its successor,as amended.
5. Purchasing Procedures. The Contractor shall have the authority and discretion as to the
purchase of all equipment, materials, supplies, and inventories reasonably required by it but
shall endeavor to make all such purchases at the best price available, considering the
quantities required and the quality desired. In doing so,Contractor must comply with prudent
purchasing practices.
(A) The Contractor may purchase or procure services from Affiliates of the Contractor,
provided that the prices charged and the services provided are competitive with those
obtainable from unrelated parties rendering comparable services. Contractor shall, at the
City's request, provide reasonable evidence establishing the competitive nature of such
prices and services. Prior to engaging any of its Affiliates, Contractor shall notify the City,
and the City may require the Contractor to obtain at least two other competitive bids for
unrelated parties to ensure that such services are being provided on competitive terms.
6. Term. This Agreement begins on February 1, 2018 and expires on September 30, 2023
unless extended or terminated sooner pursuant to the terms of this Agreement. This
Agreement includes an option to extend the term for up to three additional 12-month periods
("Option Periods), provided, the parties do so prior to the expiration of the original term or
the then-current period Option Period. The decision to exercise the option to extend the term
of this Agreement is, at all times, within the sole discretion of the City and is conditioned
upon the approval of the City Council of the City of Corpus Christi,Texas.
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Service Agreement for Management of American Bank Center
(A) Ending Transition. Contractor agrees that, when this Agreement expires or is
otherwise terminated, Contractor will participate in a 30-day transition period with the City
or any replacement contractor for the last 30 days during which Contractor is managing the
Facility. During that time, Contractor will continue to manage the Facility and plan events,
but will allow the City or the replacement contractor to observe, participate, and ask
questions regarding the management of the Facility and any upcoming events which the City
or the replacement contractor will manage following the termination of this Agreement.
7. Base Compensation and Payment. A total not-to-exceed value of$16,557,717.15 has
been established as the total contract value over the base term of the contract excluding capital
contributions to be determined. This value is broken out by type of compensation and outlined in
Attachment B. As base compensation to Contractor for providing the services hereunder, City
shall pay Contractor during the Management Term an annual fixed fee in accordance with Fee
Schedule attached hereto as Attachment B.Such fee shall be payable in equal monthly installments
due on or before the last day of each month during such Fiscal Year.
8. Incentive Fee. In addition to the Fixed Management Fee, Contractor shall be eligible to
earn an Incentive Fee each full or partial Operating Year of the Term. The Incentive Fee shall be
comprised of both a qualitative based fee ("Qualitative Fee") and a quantitative based fee
("Quantitative Fee"), as follows:
(A) Qualitative Fee. Contractor shall be eligible to earn a Qualitative Fee of up to
$50,000 in each Operating Year (pro-rated for any Operating Years of less than a full 12
months based on the actual number of days elapsed in such Operating Year out of 365). The
Qualitative Fee shall be determined by the City, in its reasonable and good faith discretion,
based on its evaluation of Contractor's performance each Operating Year in each of the
following five performance areas. The Qualitative Incentive fee shall be subject to annual
appropriation in the operating budget of the City.
i. Customer Satisfaction Scores. Contractor shall demonstrate quality service to
customers of the Center on evaluations related to Center operations and services,
including evaluations related to food quality, food and beverage concessions,
catering services and servicing of conventions and meetings. Contract
Administrator and Contractor shall cooperate in determining the form and
components of the service evaluations and the process for administering such
service evaluations. (Up to 30 points)
ii. Joint CVB/Contractor Room Night Goal. Contractor shall work together with
-- the CVB to meet or exceed the Joint CVB/Manager Room Night Goal for the
Center. At least 30 days prior to and no more than 30 days following the start of
each Fiscal Year, the parties shall mutually agree upon the Joint CVB/Contractor
Room Night Goal for the Fiscal Year. (Up to 20 Points)
iii. Event Day Goals.Contractor shall work to increase the number of days the Arena
and Convention Center is utilized. At least thirty (30) days prior to and no more
than thirty (30) days following the start of each Fiscal Year, the parties shall
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Service Agreement for Management of American Bank Center
mutually agree upon the Event Day Goals for the Arena and Convention/Trade
Shows for the Fiscal Year. (Up to 15 points)
iv. Community Involvement. Contractor will work with local and civic non-profit
organizations within the locale of the American Bank Center regarding events and
marketing. All fulltime management FTE will participate in one program or
organization with in the community on a volunteer basis. (Up to 15 points)
v. Repairs and Maintenance Implementation. Contractor shall demonstrate quality
maintenance and operation of the American Bank Center based upon a review by
the Contract Administrator on a quarterly basis of the condition of the American
Bank Center and equipment therein. Contractor shall demonstrate compliance with
the provision of this Agreement based upon an annual review of the quarterly
walkthroughs by the Contract Administrator. (Up to 20 points)
(B) Quantitative Fee. Contractor shall be eligible to earn an incentive fee equal to
20% of the amount by which the Gross Revenue in each Operating Year exceeds the Gross
Revenue Benchmark. For any Operating Years of less than a full I 2-months, the Gross
Revenue Benchmark shall be prorated based on the actual number of days elapsed in such
Operating Year out of 365. If any Operating Years exceed a 12-month period, the Gross
Revenue Benchmark shall be adjusted to account for such extra time by prorating such time
that exceeds 12 months based on the number of actual additional days out of 365 and adding
that prorated amount to the total Gross Revenue Benchmark.The Gross Revenue Benchmark
shall be determined annually as part of the budget approval process. The Gross Revenue
Benchmark and Gross Revenue shall include revenue from the Arena, the Convention
Center, and the Auditorium. There shall be a cap or maximum limit on the amount of the
Quantitative Fee in the amount of$100,000 per year.
(C) The Incentive Fee earned by Contractor(both the Qualitative Fee and Quantitative
Fee) shall be paid to Contractor no later than 90 days following the end of each Fiscal Year
9. Use of Facility at Direction of City.
(A) At the direction of the City Manager, upon reasonable advance notice and subject
to availability,Contractor shall provide use of the Facility or any part thereof to civic,special
interest groups and nonprofit organizations located in Corpus Christi area at reduced rates.
(B) Subject to the Policies and Guidelines established by Contractor and approved or
modified by the City, the City shall not schedule use of the Facility pursuant to subsection
(A) or Section 9, below, if such use will conflict with paying events booked by Contractor
and shall in all instances be subordinate thereto in terms of priority of use of the Facility.
10. Use of Facility by City.
(A) Subject to availability, the City shall have the right to use the Facility or any part
thereof rent-free for meetings, seminars, training classes or other non-commercial uses,
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Service Agreement for Management of American Bank Center
provided that the City shall promptly reimburse Contractor for any incremental out-of-pocket
expenses incurred by Contractor (such as the cost of ushers, ticket-takers, set-up and take-
down personnel,security expenses and other expenses)not included in the Approved Budget
in connection with such use. Such non-commercial use of the Facility by the City shall
i. not compete with or conflict with the dates previously booked by Contractor for
paying events;
ii. not consist of normally touring attractions(such as concerts and family shows);
and
iii. be booked in advance upon reasonable notice to Contractor pursuant to the
Facility's Policies and Guidelines as approved or modified by the City. Upon
request of the City,Contractor shall provide to the City a list of available dates
for City's use of the Facility. To the extent that Contractor has an opportunity
to book a revenue-producing event on a date which is otherwise reserved for
use by the City, Contractor may propose alternative dates for the City's event,
and the City shall use commercially reasonable efforts to reschedule its event
to allow Operator to book the revenue-producing event.
(B) Subject to availability of unsold advertising space, the City may post
advertisements at the Facility and in materials distributed at the Facility at no cost to the City.
The City shall reimburse the Contractor for any production costs if applicable.
11. Contract Administrator. The Contract Administrator designated by the City is responsible
for approval of all phases of performance and operations under this Agreement, including
deductions for non-performance and authorizations for payment. The City's Contract
Administrator for this Agreement is as follows:
Esther Velazquez
City Manager's Office
361-826-3093
EstherV(a�cctexas.com
12. Insurance.Before performance can begin under this Agreement,the Contractor must deliver
a certificate of insurance(`COI"),as proof of the required insurance coverages, to the City's
Risk Manager and the Contract Administrator. Additionally,the COI must state that the City
will be given at least 30 days' advance written notice of cancellation, material change in
coverage, or intent not to renew any of the policies. The City and American Bank must be
named as additional insureds. The City Attorney must be given copies of all insurance
policies within 10 days of the City Manager's written request. Insurance requirements are as
stated in Attachment C,the content of which is incorporated by reference into this Agreement
as if filly set out here in its entirety.
13. Inspection and Acceptance. Contractor agrees to use best efforts to repair any Services that
are provided that are not in accordance with the terms of this Agreement. Contractor agrees
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Service Agreement for Management of American Bank Center
to maintain the Facility and all of its equipment and fixtures in their current condition as of
the date of this Agreement except for normal wear and tear. During the term of this
Agreement and any Option Periods,Contractor agrees to replace any broken equipment with
equipment of comparable quality.
14. Financial Statements. At the City's request, Contractor shall provide the City with the
opportunity to review certain financial statements of Contractor. In connection with such
financial statement review, Contractor shall represent and warrant to the City that (i) such
Financial Statements were prepared in accordance with generally accepted accounting
principles consistently applied and are true and correct in all material respects and present
fairly the Contractor's financial position as of the date thereof; and that (ii) to the best of
Contractor's knowledge there has been no material adverse change in Contractor's financial
position from that reflected in the Financial Statements.
15. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year
of the City, which fiscal year ends on September 301'annually, is subject to appropriations
and budget approval specifically covering this Agreement as an expenditure in said budget,
and it is within the sole discretion of the City's City Council to determine whether or not to
fund this Agreement. The City does not represent that this budget item will be adopted, as
said determination is within the City Council's sole discretion when adopting each budget.
16. Independent Contractor. Contractor will perform the work required by this Agreement as
an independent contractor and will furnish such Services in its own manner and method,and
under no circumstances or conditions will any agent, servant or employee of the Contractor
be considered an employee or agent of the City.
17. Subcontractors. Contractor may use subcontractors in connection with the work performed
under this Agreement. In using subcontractors,the Contractor is responsible for all their acts
and omissions to the same extent as if the subcontractor and its employees were employees
of the Contractor. Before beginning any work, subcontractors must provide proof of
insurance that complies with Attachment C. The certificate of insurance must name the City
and American Bank as additional insureds.All subcontracts must include the indemnification
provision found in Section 27 of this Agreement.
18. Contracts.
(A) The Contractor shall have no authority, without the prior written consent of the
City, to enter into any contract for the provision of goods and services to the Facility at any
time beyond the date for the expiration of the term of this Agreement or any then-current
Option Period. Contractor shall have the right to enter into, execute, and deliver contracts
with users of the Facility which extend beyond or relate to dates falling after the expiration
of the term of this Agreement or any then-current Option Period, subject to the written
approval thereof by the City.
(B) City approval is required for all contracts with Major Users. Major Users include
any professional sports team,franchise,or university using the Facility as the site of its home
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Service Agreement for Management of American Bank Center
games, as well as any event held at the Facility whose use thereof consists of more than ten
days during any fiscal year and any entity with which the Contractor has a multi-year or
annual agreement for use of the Facility. Contractor must timely negotiate agreements with
the Major Users at the Facility,described in Attachment A.In particular,the Contractor must,
within 30 days after executing this Agreement, enter into an agreement with Texas A&M
University—Corpus Christi("TAMU-CC") assuming all responsibilities and obligations as
the operator of the Facility pursuant to the terms and conditions of TAMU-CC's current
license agreement for use of the Facility.
(C) All contracts entered into by Contractor requiring the consent of the City under this
Agreement shall contain an express provision acknowledging that the same is subject to the
City's approval. All contracts entered into by Contractor shall provide that the same are
assignable to the City and,notwithstanding any contrary provision hereof, upon termination
or expiration of this Agreement for any reason, Contractor shall assign to the City and the
City shall assume in writing,all then outstanding contracts affecting the Facility entered into
by Contractor in accordance with the authority granted Contractor hereunder; provided,
however, the City shall not be obligated to assume any contracts or agreements entered into
by Contractor in violation of this Agreement. Furthermore, notwithstanding the foregoing,
the City shall not assume and shall not have responsibility for any acts or omissions of
Contractor with regard to such contracts or agreements prior to the termination of this
Agreement except as a consequence to the City's failure to provide funds under this
Agreement.
19. Amendments. This Agreement may be amended or modified only by written amendment
signed by both parties.
20. Waiver. No waiver by either party of any breach of any term or condition of this Agreement
waives any subsequent breach of the same or any other term or condition of this Agreement.
21. Compliance with the Law. The Contractor shall comply with all applicable laws, rules,
regulations, and ordinances relating to the use and operation of the Facility and the
employment of its employees.The Contractor shall perform its obligations hereunder in good
faith and in conformity with the standard to which a good operator would operate in similar
circumstances. The Contractor shall require that all persons using the Facility or attending
events therein comply with all legal requirements of all governmental authorities having
jurisdiction.
22. Duty of Contractor. The Contractor shall owe to the City a duty to perform its obligations
under this Agreement and to conduct the management and operating of the Facility at all
times with integrity and good faith and in a manner which is in the best interests of the
Facility and the City and consistent with the terms of this Agreement, including any
guidelines or instructions in Attachment A.
23. Funding Limitations.The City recognizes and agrees that performance by Contractor of its
responsibilities under this Agreement is subject to the City's provision of funds to Contractor
as provided in Attachment A and is limited by the City's budget.
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24. Operating Funds and Accounts. The City shall maintain operating accounts to be used for
the operation and management of the Facility. The Contractor shall deposit all revenues into
the operating accounts and use the funds in those accounts for the expenses related to the
management of the Facility. The City shall deposit any funds provided in the annual budget
into the accounts for use at the Facility. Any balance in the accounts shall be retained in
reserves and used for payment of future operating expenses.
25. Taxes and Permits.
(A) The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes and all other required taxes. Upon request, the City Manager shall be
provided proof of payment of any taxes related to this Agreement within 15 days of such
request.
(B)The Contractor must obtain all permits or licenses necessary for the management of the
Facility, including any permits or licenses related to the sale or distribution of alcoholic
beverages at the Facility. When necessary, the City will assist the Contractor in obtaining
such permits. The Arena and Auditorium have each been designated as a Public
Entertainment Facility by the Texas Alcoholic Beverage Commission. The City will assist
the Operator in maintaining such designation if necessary.
26. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or
--- certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered
or on the third day after postmark if sent by certified mail. Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Esther Velazquez
Assistant to the City Manager
1201 Leopard St. Corpus Christi,Texas 78401
361-826-3093
IF TO CONTRACTOR:
SMG
Attn: Doug Thornton
Title: Executive Vice President, Stadiums and Arenas
Address: PO Box 52439,New Orleans, LA 70152
Phone: 504.587.3827
27. Indemnification. Contractor, its officers, agents, and employees
("Indemnitor") shall indemnify and hold the City of Corpus Christi, its
officers, agents, employees, and representatives (`Indemnitees") harmless
and defend the Indemnitees from and against any and all liability, loss,
claims, demands, suits, and causes of action of any nature whatsoever on
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Service Agreement for Management of American Bank Center
account of personal injuries (including death and Workers' Compensation
claims),property loss or damage, or any other kind of injury, loss, or damage,
including all expenses of litigation, court costs, attorney's fees, and expert
witness fees which arise or are claimed to arise out of or in connection with
this Agreement or the performance of this Agreement, regardless of whether
the injuries, death, or damages, are caused or are claimed to be caused by the
concurrent or contributory negligence of Indemnitees, but not if by the sole
negligence of Indemnitees unmixed with the fault of any other person.
Indemnitor must, at its own expense, investigate all claims and demands,
attend to the settlement or other disposition of such claims, defend all actions
based thereon with counsel satisfactory to the City Attorney, and pay all
charges of attorneys and all other costs and expenses of any kind arising from
any said liability, damage, loss, claims, demands, suits, or actions. The
indemnification obligations of thelndemnitor under this section shall survive
the expiration or earlier termination of this Agreement. This indemnity
specifically includes any claims brought related to the sale or service of
alcoholic beverages.
CITY DOES NOT AGREE TO DEFEND, NOR INDEMNIFY, NOR HOLD
HARMLESS, CONTRACTOR UNDER ANY CIRCUMSTANCES.
28. Termination.
(A) The City Manager may terminate this Agreement for Contractor's failure to perform
the work specified in this Agreement or for failure to keep any required insurance policies in
force during the entire term of this Agreement. The Contract Administrator must give the
Contractor written notice of the breach and set out a reasonable opportunity to cure. If the
Contractor has not cured within the cure period, the City Manager may terminate this
Agreement immediately thereafter. In such event, the City shall pay the Contractor all fees
and other sums due hereunder through and including the date of termination,otherwise such
termination by the City shall be without penalty or liability.
(B) The City Manager may terminate this Agreement for convenience upon 60 days'
advance written notice to the Contractor. In such event,the City shall pay the Contractor all
fees and other sums due hereunder through and including the date of termination, otherwise
such termination by the City shall be without penalty or liability.
(C) If the City elects to terminate funding for the operation and maintenance of the Facility,
the City shall have the right to terminate this Agreement upon written notice to Contractor,
such termination to be effective 60 days after such election to terminate. In such event, the
City shall pay the Contractor all fees and other sums due hereunder through and including
the date of termination, otherwise such termination by the City shall be without penalty or
liability.
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(D) If the City's annual budget or other budget process results in a reduction of the funds
available to be paid to Contractor hereunder, Contractor shall have the right to either accept
such reduced funding or to terminate this Agreement by written notice to the City within 60
days following Contractor's notice of the reduction in funding.
29. Surrender of Improvements.Upon expiration or termination of this Agreement,Contractor
shall promptly surrender the Facility to the City, leaving to the City all equipment, supplies,
manuals, books, records, and inventories that are the property of the City or that have been
purchased from funds made available by the City, and Contractor hereby quitclaims,
transfers, sells, assigns, and conveys to the City, without recourse, representation, or
warranty, all right, title, and interest that Contractor may have to all improvements made to
the Facility and all equipment, materials, supplies, inventories and all other property so
purchased. All such items including equipment shall be returned in their original condition
less only normal wear and tear.Contractor agrees to execute any and all documents necessary
to evidence such transfer promptly upon request therefore by the City. Contractor shall also
deliver all documents,records, and other work product generated by Contractor for the City
during the term of this Agreement.
30. Continuation of Performance. In the event of termination of this Agreement, Contractor,
at the City's option, shall continue to perform under the provisions of this Agreement for a
reasonable time,not to exceed six months,as determined by the parties to enable the City to
make arrangements for a successor as operator of the Facility.
31. Assignment. No assignment of this Agreement by the Contractor,or of any right or interest
contained herein, is effective unless the City Manager first gives written consent to such
assignment. The performance of this Agreement by the Contractor is of the essence of this
Agreement, and the City Manager's right to withhold consent to such assignment is within
the sole discretion of the City Manager on any ground whatsoever.
32. Bond Financing.Contractor acknowledges that the Facility is financed in large part with the
proceeds of one or more series of City bonds ("Bonds") the interest on which is intended to
be excluded from gross income for federal income tax purposes. In order to assist the City in
preserving the tax-exempt nature of the Bonds, Contractor acknowledges and agrees as
follows:
(A) In determining whether to grant or withhold any approval of a contract for which
approval of the City is required under this Agreement, the City may consider the effect of
such contract for federal tax purposes on the exclusion of interest on the Bonds for federal
income tax purposes.
(B) Each of the following described contracts must be approved by bond counsel to the
City before execution thereof by Contractor:
i. Any contract relating to the Facility which grants a leasehold interest, term for
years,or other real estate interest in the Facility(other than a revocable license),
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Service Agreement for Management of American Bank Center
or grants a long term right to use the Facility on a basis different from that of the
general public.
ii. Any contract for the use of the Facility for shows, programs, conventions, and
other events unless such contracts provide for use on a fixed fee basis (excluding
the sale of merchandise or concessions in respect thereto which may be on a
percentage of merchandise or concession revenues), determined on an event by
event basis and where the right of the user to the Facility are those of a transient
occupant rather than full legal possessory interest in the Facility as a lessee.
(C) Any contract for the provision of services related to the Facility must, to the extent
applicable,comply with the provisions of Revenue Procedure 2017-13 and the interpretations
thereof If required by bond counsel to the City or counsel to the underwriters, Contractor
agrees to make modifications to this Agreement so that the same is, in the opinion of such
counsel, a qualified management contract for purposes of Revenue Procedure 2017-13
promulgated by the Internal Revenue Service. In the event such modifications shall
materially increase Contractor's obligations hereunder or materially decrease Contractor's
rights hereunder, then Contractor shall have the right to terminate this Agreement upon not
less than 90 days prior written notice to the City which notice must be provided to the City
within 10 business days after Contractor is requested by the City in writing to enter into an
amendment or modification hereof pursuant to this paragraph. If Contractor timely exercises
its right of termination under this paragraph, Contractor shall continue to perform its
obligations hereunder through the date of termination and the City shall continue to pay
Contractor therefor in accordance with this Agreement;upon termination,neither party shall
have any obligations accruing thereafter hereunder.
(D) Any approval of a contract by the City required under this Section shall be given
within 30 days following receipt by the City of a request for approval, failing which the City
shall be deemed to have disapproved the same.
(E) City and the Contractor agree that, for federal income tax purposes,the Contractor
will not treat the managed Facility as property owned by the Contractor.
33. Breach.
(A) Each of the following shall constitute breach under this Agreement:
i. Failure to pay when due any amount required to be paid under this Agreement, if
the failure continues for, in respect to any regularly scheduled payment due
hereunder, ten days after notice has been given to the breaching party, or in
respect to any payment due hereunder which is not a regularly scheduled
payment, 30 days after notice has been given to the breaching party.
ii. Failure to perform any other obligation under this Agreement (including
Contractor's failure to meet the standards of performance stated in Attachment
A),if the failure to perform is not cured within 30 days after notice has been given
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to the breaching party,except that if the breach cannot reasonably be cured within
30 days, a breach shall not be deemed to have occurred if the breaching party
begins to cure the breach within the 30 day period and diligently and in good faith
continues to pursue the cure of the breach and actually cures the same within 60
days following such notice.
iii. Any representation or warranty of Contractor contained herein which shall be
knowingly false or misleading in any material respect as of the date made or
deemed to have been made.
iv. The Contractor shall (A) admit in writing its inability to pay its debts as they
become due or (B) file a petition in bankruptcy or for the reorganization or for
the adoption of an arrangement under the Bankruptcy Code as now or in the future
amended, or file a pleading asking for such relief, or have or suffer to be filed an
involuntary petition in bankruptcy against it which is not contested and
discharged within 60 days,or(C)make an assignment for the benefit of creditors,
or(D)consent to an appointment of a trustee or receiver for all or a major portion
of its property, or (E) be finally adjudicated bankrupt or insolvent under any
federal or state law, or(F) suffer the entry of a court order, under any federal or
state law, appointing a receiver or trustee for all or a major part of its property or
ordering the winding up or liquidation of its affairs, or approving a petition filed
against it under the Bankruptcy Code, as now or in the future amended, which
order, if not consented to by it, shall not be vacated, denied, set aside or stayed
within 60 days after the date of its entry,or(G)suffer the entry of a final judgment
for the payment of money and the same shall not be discharged or a provision
made for its discharge within 30 days from the date of entry thereof or an appeal
or other appropriate proceeding for review thereof shall not be taken within said
period and a stay of execution pending such appeal shall not be obtained, or(H)
suffer a writ or warrant of attachment or any similar process to be issued by any
court against all or any substantial portion of its property and such writ or warrant
of attachment or similar process is not stayed or is not released within 45 days
after its entry or levy or after any stay is vacated or set aside, or (I) suffer the
placing of a judgment lien on its property and failure to cause such lien to be
released and discharged within 45 days from the date such lien took effect.
v. Contractor shall conceal, remove or permit to be concealed or removed, any part
of its property with the intent to hinder, delay, or defraud its creditors or shall
make any transfer of any of its property to or for the benefit of a creditor at a time
when other creditors similarly situated have not been paid; or suffer or permit
while insolvent any creditor to obtain a lien upon its property through legal
proceedings,which lien is not vacated within 30 days from the date thereof.
vi. Contractor shall create, assume, or suffer to exist any mortgage, lien, charge of
security interest,or other encumbrance whatsoever relating to this Agreement or
its rights and obligations under this Agreement, except any pledge or other
encumbrance of the fees due Operator pursuant to this Agreement.
City of Corpus Christi Page 12 of 16
Service Agreement for Management of American Bank Center
(B) Each party shall promptly notify the other of any acts or omissions believed to be a
breach by the other under this Agreement. In order to be effective, a notice of breach must
be timely given,must state that it is a notice of breach,and must specify in reasonable detail
the acts or omissions alleged to constitute a breach of this Agreement. Notice of breach is
considered timely if given to the other party within 30 days after the non-breaching party
learned,or reasonably should have learned, about the breach.
(C) If breach occurs and is not waived in writing by the non-breaching party, then the
non-breaching party shall have the following remedies which are not exclusive but
cumulative in addition to any other remedies now or later allowed by law:
i. The right to cure, at the breaching party's cost and expense,any breach;
ii. The right to sue to collect any sums not paid when due;
iii. The right to sue to collect damages suffered by the non-breaching party by reason
of the occurrence of a willful breach other than breach in the payment of money;
or
iv. The right to terminate this Agreement.
34. Right of Ingress and Egress. Contractor acknowledges that the City shall have the right to
enter the Facility and grant to others the right of ingress and egress to and from the Facility
for purpose of inspection thereof or the conduct of capital improvements and for other
purposes. The City agrees to coordinate such entry with Contractor so as to minimize
interference with scheduled activities at the Facility.
35. Intellectual Property Rights. Pursuant to the terms of this Agreement, the Contractor has
agreed to advertise, promote activities, market and conduct public relations for the Facility.
Contractor covenants and agrees,subject to the reasonable consent of the City,to develop all
intellectual property rights required for the advertisement, promotional activities,marketing
and public relations for the Facility. Any and all intellectual property rights including,
without limitation, all names and logos for the Facility, shall be the sole and exclusive
property of the City.Contractor hereby conveys to the City,without recourse, representation
or warranty, any right, title and interest that Contractor may have in and to any such
intellectual property rights, including, without limitation, all rights of common law,
copyrights, rights of copyright renewal, trademarks and trademark rights, and Contractor
agrees to execute any documentation reasonably required by the City to evidence such
transfer. The City hereby grants Contractor a license during the term of this Agreement to
use and to grant to others the right to use the intellectual property rights in connection with
advertising,promotional activities, marketing and public relations for the Facility.
36. Severability. Each provision of this Agreement is considered to be severable and,if,for any
reason, any provision or part of this Agreement is determined to be invalid and contrary to
applicable law, such invalidity shall not impair the operation of nor affect those portions of
City of Corpus Christi Page 13 of 16
Service Agreement for Management of American Bank Center
this Agreement that are valid, but this Agreement shall be constmed and enforced in all
respects as if the invalid or unenforceable provision or part had been omitted.
37. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments,and exhibits,such conflicts and inconsistencies will be resolved
by reference to the documents in the following order of priority:
A. This Agreement and its attachments
B. The solicitation document, including addenda(Exhibit 1)
C. The Contractor's response(Exhibit 2)
38. Certificate of Interested Parties. Contractor agrees to comply with Texas Government
Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of
Interested Parties"as part of this Agreement.
39. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and
regulations. The applicable law for any legal disputes arising out of this Agreement is the
law of the State of Texas, and such form and venue for such disputes is the appropriate
district, county,or justice court in and for Nueces County,Texas.
40. Force Majure.Neither party shall be in default hereunder or liable to the other for failure to
perform where such default or failure is the result of acts of God, war, or any other similar
cause outside of the reasonable control of the party who asserts that default or failure to
perform is excused under this Section; provided, that in no event shall the provisions of this
Section extend to any default or failure to perform due to labor shortages or strikes or
economic hardship. In the event of a delay in performance excused by the operation of this
Section, such delay shall only be for the period which the party claiming the delay was
actually delayed in the performance of its obligation by the event outside of its reasonable
control.
41. Non-Competition. During the term hereof, Contractor agrees that it shall not, directly or
indirectly, own, manage or provide consulting or other management, marketing or
promotions services,whether as a principal,partner,joint venturer,officer,director,member,
employee, consultant, agent, independent contractor, or stockholder of any company or
business engaged in operating, managing, marketing, promoting or providing consulting
services with respect to, public assembly or other arena-type Facility located within a 100-
mile radius of the Facility which competes with the Facility. The foregoing restriction and
covenant shall not,however,(i)apply to facilities which are within the restricted area which
Contractor is managing under a contract in effect as of the date hereof, such facilities being
listed on an attachment hereto and made part hereof for all purposes, or (ii) be deemed
breached by Contractor's participation as a promoter, sponsor, or co-promoter of events at
any facilities if either(a) the same event has been scheduled to appear at the Facility within
12 months of its occurrence at such other Facility or(b) the same has not been scheduled to
appear at the Facility because the participants (i.e., the promoter of the event in question or
the principal performer of the event in question) in such event refuse or decline to appear at
City of Corpus Christi Page 14 of 16
Service Agreement for Management of American Bank Center
the Facility (upon request, Operator shall provide the City's Contract Administrator
reasonable evidence thereof).
In addition to its rights to terminate this Agreement should Contractor breach the
provisions of this section, the City may collect from the Contractor, as liquidated damages
and not as a penalty (a) reimbursement of all actual costs incurred by the City to replace
Contractor's management team plus (b) all fees paid to Contractor hereunder during the 12-
month period immediately preceding such termination.
Contractor hereby stipulates and agrees that the foregoing restrictions on Contractor are
reasonable in light of the services which Contractor will render hereunder both in terms of
geography and duration. Contractor further agrees that the stipulated, liquidated damages set
forth in the preceding paragraph hereof are reasonable due to the uncertainty to City of the
amount of damages City will actually incur should Contractor breach such provisions,
Contractor hereby stipulating and agreeing the City will actually incur damages in such
event. The undersigned have executed this Agreement as of the date first set forth above.
42. Entire Agreement. This Agreement constitutes the entire agreement between the parties
concerning the subject matter of this Agreement and supersedes all prior negotiations,
arrangements,agreements and understandings, either oral or written,between the parties.
[Signature Page to Follow]
City of Corpus Christi Page 15 of 16
Service Agreement for Management of American Bank Center
CONTRACTOR I l r -�
Signature: i1. V�J
Printed Name: H a l c1k w cS 1 Ity
Title: CGU Pel si d tnt
Date: 12/04 Ai-
CITY OF CORPUS CHRISTI
Signature:
Printed Name: M. r i".g S v
Title: ir'o cv,�
Date: t �-( � I I ''7
ATTEST: \ _/ ' .t' '.1 'L
R :ECCA HUERTA
APPROVED AS TO LEGAL FORM CITY SECRETARY
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work and its Exhibits 1Y COUNCIL 11
Attachment B: Pricing Schedule AN,
Attachment C: Insurance Requirements SECRFTAR
Incorporated by Reference Only:
Exhibit 1: RFP No. 1222
Exhibit 2: Contractor's Proposal Response
Exhibit 3: Preaward Contract Commitments Dated October 16, 2017
City of Corpus Christi Page 16 of 16
Service Agreement for Management of American Bank Center
Attachment A - Scope of Work
1.1 Background Information
A. The American Bank Center (ABC) complex consists of three facilities; the 10,000
seat multipurpose arena, the 170,000 square foot Convention Center with a
76,500 square foot Exhibit Hall, and the 2,500 seat Selena Auditorium as shown
on the attached facilities map A-1 and aerial map A-2. The Center also includes
a series of parking lots that serve the facility as shown on the attached parking
lot map A-3. The Convention Center and Selena Auditorium were originally built
in 1979. These facilities completed a major expansion and renovation in
November 2004 in conjunction with the opening of the Arena.
B. Since its opening, the ABC complex has hosted a variety of events including
concerts, performing arts events, sporting events, family shows, conventions,
tradeshows, public shows, meetings, banquets/receptions and special events.
The Arena currently hosts Texas A&M University - Corpus Christi's Men's and
Women's Basketball teams, the North American Hockey League's Corpus Christi
IceRays and the National Arena League's Corpus Christi Rage as tenant sports
teams.
C. It is the City's intention that the Facility be operated in a manner that is fiscally
responsible with the objectives of offering diverse event activity (e.g., cultural,
educational, entertainment, sporting, social and other activities) to area
residents and visitors; attracting events e.g., conventions and tradeshows) that
generate economic and fiscal activity thereby stimulating the economy;
minimizing financial operating requirements required from public funds; and, in
general, maximizing the utilization of the Facility for the benefit of the City, while
minimizing, to the extent practical, the net cost to the City.
D. The Corpus Christi Convention and Visitors Bureau (CVB) plays an important role
in the business bookings of the ABC complex as it is responsible for bookings
going out 18 months in advance of the event. The CVB also tracks business
statistics and reports on the economic impact of the ABC complex on a biennial
basis.
E. Demographic/Economic Data
o The ABC complex is located in the S.E.A. District on the Bayfront in Corpus
Christi, Texas.
o Corpus Christi has a population of 324,074 and is the county seat of Nueces
County.
o The Metropolitan Statistical Area (MSA) is primarily composed of Nueces,
Aransas and San Patricia Counties.
o The MSA has an estimated population of 454,726. Growth has been relatively
moderate over the past six years as the MSA has an estimated growth rate
Page I of 14
of 6% from 2010 to 2016.
o Approximately 62% of the population of the City of Corpus Christi and
Nueces County is Hispanic or Latino.
o The remaining population is made up of white (31%), Black/African American
(4%) and other races (3%).
o The median age for the City of Corpus Christi is 35.
o The median household income for the City is $51,255 and County is $50,188.
The unemployment rate as reported in December of 2016 was 5.4%.
F. Mission Statement
The mission of the American Bank Center is to serve as Corpus Christi's premier
event center providing unprecedented guest experiences.
G. Mission Goals
✓ Operate the American Bank Center with the highest possible standards of
customer service continually evaluating customer satisfaction and quality of
service performance
✓ Provide economic benefits to Corpus Christi and maximize financial
performance
✓ Maintain the American Bank Center complex in a fiscally responsible
manner.
H. Critical City Issues
✓ Explore the possibility of acquiring/building a Convention Center hotel
adjacent to the Convention Center.
✓ Approval for funding for capital improvements and equipment to keep the
complex functional, fresh and attractive.
I. The Contractor will have complete control over the operations of the auditorium,
convention center and arena (complex) and will align the operations of these
facilities to the following priorities:
1) Provide consistent high quality customer service
2) Manage, market and maintain the complex in a fiscally responsible manner
3) Enhance usage/occupancy
4) Maximize financial performance
5) Streamline operations to improve efficiencies
J. Other relevant Background Data:
a. City Provided Services:
The City provides the following services for the facilities:
Page 2 of 14
o Water/Wastewater and Gas Services
o Insurance for the Building Facilities.
o IT services and support.
o Kitchen Equipment - Kitchen equipment is available in the American
Bank Center for use by the Contractor. There are two fully equipped
kitchens available for use.
b. Available Funding from Corpus Christi Business and Job Development
Corporation (Type A Board) for Arena
1. In November 2000 voters approved the adoption of a sales and use tax
at the rate of one-eighth of one percent to be maintained in a separate
fund, used only for the promotion, maintenance and operating costs of
the Arena. This sales and use tax will be collected until 2025. The
beginning fund balance is projected to be $20,000,000 for fiscal year
2018.
2. Arena Marketing/Co-Promotion
Each year $600,000 in marketing/co-promotion funds are made
available. The City Manager has the authority to approve $200,000 and
use of the other $400,000 must be approved by the Type A Board. To
qualify for funds the following must be considered:
• The group considered for funding must hold an event and catering
functions at the Arena.
• The event must cause a significant or positive economic impact in
Corpus Christi.
• The level of support approved will take into account type of
business: new, repeat, weekend, holiday, future meeting potential,
etc.
• Any unpaid invoice balance for the related service (difference
between Marketing/Co-Promotion Fund contribution and vendor's
total bill) is the responsibility of the client.
• Both parties of this agreement must endorse approval of an event's
application for the Marketing/Co-Promotion Fund for the funds to
be dedicated.
3. Arena Maintenance and Operating Costs
Each year $200,000 is made available for Arena maintenance. During
the annual budget process the Contractor will conduct an assessment
of the Arena and make recommendations for improvements.
Contractor will submit the recommendations in the form of a projects list.
If approved by City management, funding for the projects will be
included in the American Bank Center's proposed budget for approval
Page 3 of 14
by the Type A Board and City Council. In fiscal year 2017 $1,500,000 was
made available for maintenance and capital improvements to the
Arena. Contractor shall utilize sound business practices to choose
subcontractors to complete the work in a quality manner for a fair and
reasonable price.
c. Available Funding from Hotel Occupancy Tax (HOT) Funds for Convention
Center
Each year $250,000 is made available for Convention Center (includes
Selena Auditorium) maintenance. During the annual budget process the
Contractor will conduct an assessment of the Convention Center and make
recommendations for improvements. Contractor will submit the
recommendations in the form of a projects list. If approved by City
management, funding for the projects will be included in the American Bank
Center's proposed budget for approval by City Council. In fiscal year 2017
$3,855,000 in HOT funds were made available for capital improvements to
the Convention Center. Contractor shall utilize sound business practices to
choose subcontractors to complete the work in a quality manner for a fair
and reasonable price.
d. Funding Chart - see attached funding chart A-4 for a summary of funds
reflecting what was outlined above.
e. Contractor Provided Services:
In addition to the management services the Contractor provides the
following services for the facilities:
1. Utilities/Waste Removal and Grounds Keeping:
o Electric Service-current provider is Gexa at a rate of$.07485/kwh
or an estimated cost of $1,136,430/year.
o Waste Service/Removal - current provider is Republic Services and
costs are approximately $30,000/year for the Convention Center
and approximately $29,000/year for the Arena.
o Landscape Maintenance Service - current provider Aspen Lawn
at an estimated cost of $24,000/year.
o Computer Leases - current provider City of Corpus Christi at an
estimated cost of $15,000/year.
o Telephone Service - current provider City of Corpus Christi at an
estimated cost of $61,000/year.
o Elevator Maintenance - current provider City of Corpus Christi at
an estimated cost of $37,000/year.
2. Event cleaning costs per facility:
Housekeeping responsibilities in the convention center include all
Page 4 of 14
conversions, housekeeping support during the event, post-event strike
and housekeeping to return the area to original condition. These costs
will vary dramatically based on the size, scope and theme of the
event. A small wedding reception for 75 guests will require substantially
less set-up, event coverage and post-event strike and clean-up than
a large 7,500-attendee convention.
Housekeeping responsibilities in the Selena Auditorium and the arena
are essentially limited to housekeeping-related responsibilities, but
costs vary greatly in these venues as well. A lightly-attended "No Food
or Drink" performance in the arena or Selena Auditorium will require
much lower housekeeping staffing costs than a sold-out event with full
concessions.
The figures below reflect average event set-up, post-event strike and
housekeeping costs ranging from low to high, by venue:
Convention Center- $50 to $2,500 (includes conversion and strikes)
Selena Auditorium - $150 to $600
Arena - $400 to $2,800
3. Non Event Cleaning Costs per Facility:
The full-time facility housekeeping staff's annual combined wages are
$111,000. These cleaning wages include conversion set and strike)
responsibilities in the convention center.
4. Signage, sponsorships, naming rights:
The Contractor for the ABC Complex manages the naming rights and
venue sponsors for the venue. The naming rights for the venue,
American Bank, are based upon a ten year agreement in which
includes a Luxury Suite and Personal Seat Licenses. That agreement
started December 1, 2014 and will continue until November 30, 2024.
This Agreement will be assigned to the Contractor. The current
provider of Management Services for the ABC Complex also maintains
and implements various venue sponsorships including one year, three
year, and five year agreements. These sponsorships contain
temporary and permanent signage throughout the American Bank
Center as well as other VIP amenities. Based upon their level of
commitment, VIP amenities can include access to the VIP Lounge,
free VIP parking, name plaques on seats, meet and greets, special
food and beverage offers and private use of the complex.
5. Premium Seating/Suite Level Seats:
Currently, there are eleven Luxury Suites on the second level of the
north side of the building. Below the eleven Suites are sections 114,
115 and 116 in which is where the Premium Seating is located.
Page 5 of 14
The Premium Seating otherwise known as the VIP Club or Personal Seat
Licenses (PSL's). Luxury Suites are leased out on three or five year terms.
Depending on the Suite tenants budget Suite agreements can include
sponsorship collateral (permanent and temporary) throughout the
complex, Premium Seating outside the Suite, season tickets, free
parking, onsite promotions and third party tie-in's with public events. A
Luxury Suite starts at $50,000 per year with a minimum of a three year
term. Personal Seat Licenses start at $670 per seat if two PSL's are
contracted. If three or more PSL's are contracted each seat is $570
per year. The Director of Marketing and Corporate Sales is responsible
for creating awareness, selling and maintaining the day-to-day needs
of Luxury Suite and Club Seat clients.
6. Food and Beverage Services:
The Contractor will provide food and beverage services for events.
Caterers can be in-house but will also include outside caterers that will
go through a fair and open approval process conducted by the
Contractor to participate.
f. Tenant contracts:
Contract periods are annual or multi-year, as mutually-agreed upon by the
tenant and the ABC Complex Manager as follows:
Tenant Name Activity Contract Scope of Contract
Period
Corpus Christi 27 regular season game
IceRays NAHL Hockey Multi-Year dates in Arena
TAMU-Corpus Men's &Women's Collegiate 21 regular season game
Christi Islanders Basketball Multi-Year dates in Arena
3 per school year
TAMU-Corpus (August, December &
Christi Graduation Ceremonies Multi-Year May) in Arena
Corpus Christi 5 regular season game
Rage National Arena League Annual dates in Arena
Hurricane Alley Women's Flat Track Derby 6 regular season bout
Roller Derby Association Annual dates in Exhibit Hall
Buc Days Professional Rodeo Cowboys 4 performances in
Rodeo Association (PRCA) Annual Arena
It is important to note that local high school graduations are held at the
convention center complex each year. In addition, the City utilizes the
building facilities for specific events. A calendar of events has been
attached A-5 to this scope of work for reference.
The Contractor must execute agreements with the major tenants to continue
their use of the American Bank Center. In particular the Agreement with
Texas A&M University-Corpus Christi will be assigned.
Page 6 of 14
1.2 Scope of Work
The Contractor will provide following minimum management requirements:
A. Manage and operate the complex and contract for its use that will meet the
stated goals. Furnish all services, personnel materials, tools, machinery,
equipment and other items necessary to manage the facilities.
B. Manage all aspects of the complex in accordance with an approved
operations plan.
C. Maintain the complex in a sound and operationally effective condition to
ensure protection and preservation of the City's assets. Services include but
are not limited to: routine repairs, preventative maintenance, janitorial
services, grounds keeping services, maintenance of all interior and exterior
walls of the facilities, maintenance of the landscaping around the facilities,
walking inspections of the facilities on a daily basis, and maintenance of the
parking lots to city codes and standards. Landscaping areas to be
maintained will be as shown on the attached landscape maps A-.
D. Manage the Food and Beverage Services, including alcoholic beverage
services. The City is open to the Management Company offering food and
beverage services through a subsidiary or division of the Management
Company or through a third party independent subcontractor. The City will
consider alternative arrangements for disallowing outside caterers to
participate in the services, or minimizing outside catering services when the
financial impact of doing so is determined to be in the City's best interest.
However, the City retains sole discretion in making that determination. The
sale of alcoholic beverages will be permitted and conducted in accordance
with regulations established by the City and the Texas Alcoholic Beverage
Commissions regulations.
E. The Contractor shall conduct the Foodservices so that all persons at the facility
shall have a reasonable opportunity To purchase the food products sold at all
events held at the facility. It is understood and agreed by the Parties that it is
not always feasible to operate all of the concession facilities for each and
every event held at the facility, and Contractor shall have the right not to
operate one or more of the Concession facilities at any Event held at the
facility, as Operator reasonably determines to be appropriate for the efficient
and cost-effective performance of the Foodservices. The Contractor shall use
its reasonable best efforts to operate the concessions services so that all
customers at the facility shall be promptly and satisfactorily served the food
products sold byway of concessions. All food products sold by the Contractor
in providing the Foodservices shall be of the highest standard of quality and
purity, and shall be appropriately prepared and appropriately served. All
food products and Foodservices shall conform to all requirements of
Page 7 of I4
applicable federal, state, county, and municipal laws and ordinances.
F. The Contractor shall at all times maintain the Foodservice premises in a neat,
clean, and sanitary condition. Employees or subcontractors of the Contractor
shall deposit trash and garbage resulting from the Foodservices into suitable
containers provided by the Contractor for waste removal. The Contractor
shall make all arrangements for the collection of waste products from the
facility. The Contractor shall determine the level of staffing needed to
maintain this standard. Appropriate staff, based on the number of attendees
and the rooms and facilities being used, shall be on site for each event to
ensure that this standard is maintained during and following the event.
G. The Contractor shall be responsible for repairing and maintaining all
Foodservice equipment, including cleaning supplies, used in the operation of
the Foodservices as well as interior areas the Foodservice premises. The
Contractor shall provide all uniforms for its employees.
H. The Contractor shall provide sufficient managerial and customer service
personnel to provide high quality Foodservices at the facility.
I. The Contractor shall exercise good faith efforts in managing and operating
the Foodservices at the facility so as to minimize operating expenses and to
maximize gross receipts, while maintaining a level of service that is satisfactory
to the City. The Contractor will advertise, promote activities, market, and
conduct public relations for the Foodservices.
J. Solicit and engage potential clients for the use of the complex, negotiate and
execute contracts for the use and schedule events for the short term and long
terms use.
K. Market the sale of luxury suites, box seats and personal seat licenses.
L. Market for advertising, licensing, promotional activities and public relations of
the complex.
M. Manage and cater special events at the request of the City.
N. Establish and submit an annual budgetjs) for the complex, approve and
monitor all expenditures for proper accounting controls and expense
reporting, consolidate and submit monthly reports to City management to
provide for overall responsible fiscal management of the operations of the
complex.
0. Hire and train the complex staff required to effectively manage the operations
to include managers, supervisors and front line employees that will promote
the City's mission of excellent customer service.
P. Project revenues generated from the complex for each budget year, monitor
performance and tweak or adjust strategies in an effort meet or exceed
projections.
Q. Develop policies and procedures that will contribute to the highest
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operational efficiencies of the complex.
R. Solicit and contract for the naming rights of the complex as these rights
become available for others to bid on.
S. Implement energy and conservation measures in order to reduce costs
associated with the operation of the complex.
T. Establish policies and contract for events that will enhance tourism and
economic activity in the Downtown area.
U. Partner with the Convention and Visitors Bureau (CVB) to market the complex
and enhance its use. Develop a marketing plan and brochure, a booking
policy, and a complimentary sales responsibilities plan with the CVB and begin
implementation thereof as soon thereafter as it is approved by the City.
V. Manage the current Naming Rights Agreement between Operator and
American Bank, and seek, negotiate and enter into contracts with future
naming rights partners subject to the terms of this Agreement, for the naming
rights of the Facility, and maximize additional naming rights revenue at the
Facility to the extent not under the scope of the current Naming Rights
Agreement to the maximum extent possible, not in conflict with the current
Naming Rights Agreement. If necessary, Operator shall enter into an
agreement with American Bank within sixty (60) days after the execution of
this agreement to assume any obligations under the current Naming Rights
Agreement, pursuant to the terms and conditions of such Naming Rights
Agreement.
1.3 Budget
A. General -The Contractor will prepare a budget each year, with the exception
of the first year already in progress. The budget will align with the City's fiscal
year which runs from October 1st through September 30th. Approximately 140
days before the beginning of the fiscal year, the Contractor will submit the
draft budget to the Contract Administrator for review and approval. Separate
budgets will be due for the Convention Center and the Arena. The budget for
the first year of the contract is attached A-7. Please note that this budget is
for an entire year, part of which will have been expended when the new
Agreement begins.
B. Monthly Reports -report monthly by the 1st of the month status of the budget
for the preceding month. These reports shall be submitted to the Contract
Administrator. This report will include a summary, see attached Monthly Report
Budget Summary sample A-8 and detailed backup of each cost item.
C. Operating Expenses - includes all obligations in promoting, maintaining,
marketing and managing the facilities. These expenses are typical of what
would be included in the annual budget request:
• Salaries, wages and benefits expense
Page 9 of 14
• Costs of food service
• Event services expenses
• Equipment rental expenses
• Repairs and maintenance expenses
• Advertising, marketing and public relations expenses
• Parking expenses
• Costs of merchandise
• Management and incentive fees
• Cleaning expenses
• Data processing expenses
• Dues, subscriptions and memberships expenses
• Printing and stationery expenses
• Postage and freight expenses
• Security expenses
• Professional fees
• Telecommunications charges
• Utility expenses
• Insurance expenses
• Taxes
• Training costs
• Employee uniforms expenses
• Credit card fees
• Garbage removal expenses
• Common-Area-Maintenance expenses
• Pest control expenses
• Permitting expenses
• Talent costs (if Center is producing show)
• Other operating expenses
D. Operating Revenues - includes any and all revenues received through the
operation, management or promotion of the facilities to include but not be
limited to:
• license, lease and concession fees and rentals,
• revenues from merchandise sales,
• revenues from advertising and sponsorship sales and renewals (including
without limitation revenues from the sale of naming rights),
• event sponsorship revenues,
• equipment rentals,
• utility revenues,
Page 10 of 14
• box office revenues,
• ticket surcharges,
• 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 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 Center shall be included as
Operating Revenues),
• miscellaneous operating revenues,
• revenues generated from separate agreements with SMG Affiliates
pertaining to the Center, and
• interest revenues
E. Budget Approval - The City will promptly review all proposed Budgets and
promptly communicate to the Contractor any comments or suggested
revisions thereto.The City shall, in any event, complete its Budget review and
deliver its comments in accordance with the City's budget calendar. Final
approval of any Budget shall, be completed in accordance with procedures
applicable to the general City budget which is to be adopted by the end of
each immediately preceding Fiscal Year. In the event a proposed Budget
has not been approved in a manner which permits its incorporation into the
general City budget for approval on or before the end of each immediately
preceding Fiscal Year, the Budget for the previous period shall continue to
control. Each Budget shall be considered approved only upon written
approval thereof by the City. Each Budget, once approved in writing by the
City, and each capital Budget, once approved in writing by the City, shall
constitute an "Approved Budget.' Operator shall operate and manage the
Facility in accordance with the Approved Budget and in no event (other
than in connection with an Emergency Expenditure) may Operator incur
costs or expenses in excess of the amounts budgeted. Operator recognizes
that approval of the Budgets shall be made or withheld by the City in the
City's sole and absolute discretion.
F. Stipend for Convention Center Management - The City will provide an
annual stipend for the management of Convention Center in the amount
not to exceed $1,500,000. This is the maximum contribution the City will make
to operate this facility. A shared goal moving forward is to reduce this
Page 11 of 14
stipend as much as possible in future fiscal years.
G. Procurement - purchasing of goods and services shall be conducted in a
manner that assures the City that the funds are being spent prudently and in
accordance with generally accepted purchasing policies as governed by
the State of Texas Local Government Code. Any goods or services
purchased over$50,000 shall be done so in a completive market and results
of this process shall be submitted to the Contract Administrator for
concurrence that a competitive process was followed. Purchases under
$50,000 will still be conducted using sound purchasing procedures such as
soliciting informal quotes from multiple providers and such processes will be
subject to audit by the City. All purchases of furniture, fixtures and equipment
and all capital improvements by the Contractor shall be made in the name
of the City. The Contractor shall establish an inventory control system to
account for these purchases. An inventory list shall be provided with the
monthly budget report.
1.4 Operation Plan
The Contractor will provide within the first sixty days of operation and then annually
thereafter an operating plan. This plan will outline the Contractor's plan to manage
and operate the facility. The Contractor shall devise and implement procedures
including preventive and predictive maintenance to keep the facilities in good
order and condition. The plan will outline at a minimum, facilities operations and
maintenance, marketing plans, food service/catering plans, procurement plans,
inventory tracking system plan, budgeting process.
1.5 Work Site and Conditions
The work shall be performed at the American Bank Center Complex located at 1901
N. Shoreline Blvd., Corpus Christi, Texas 78401.
1.6 Performance Measures
A key component of the management services is optimal tracking of performance
and disseminating results in a timely manner.
A. The primary purpose of a convention center is to generate economic benefit
by attracting new visitors. Visitor spending generates tax revenues and jobs in
the local economy. Convention centers also serve as the "living room of the
community" providing a gathering place for entertainment and civic events.
Convention centers do not typically generate operating profits. Rather,
convention centers are a loss leader. They provide tourism infrastructure that
benefits the larger hospitality and tourism industries.
B. The goal for the Contractor for the American Bank Center is to ensure that
both locals and visitors who use the American Bank Center are provided with
a distinctive level of service excellence while maintaining a fiscally
responsible operation that contributes economic benefits to Corpus Christi.
Performance measures must be established to properly evaluate the city's
return on investment. Below is a set of goals, objectives and performance
Page 12 of 14
measures that create a foundation for establishing these proposed
performance measures with the company selected to manage the
American Bank Center.
C. GOALS
1 . To operate with the highest possible standards of customer service continually
evaluating customer satisfaction and quality of service performance.
2. To provide economic benefits to Corpus Christi and maximize financial
performance.
3. To maintain the American Bank Center complex in a fiscally responsible
manner.
D. OBJECTIVES
1. Customer Service
• Promote service vision to staff and clients: "By doing ordinary things in an
extraordinary manner, we will earn the privilege of serving our customers
again."
• Consistently deliver a quality event experience tailored to the satisfaction
of every customer.
• Provide staff with necessary information, resources, and ongoing training
to facilitate the effective and efficient achievement of quality service
performance goals.
• Hire to assure the right person is in the right job and to enhance service
capability.
2. Economic Benefits and Maximize Financial Performance
• Generate sales tax dollars.
• Attract out-of-state or out-of-area attendees to events at the Center,
where they will spend their money on lodging, food, and retail
establishments, providing state and local tax revenues,jobs for workers in
the hospitality and retail industries, and profits for local businesses.
• Provide leadership to the destination sales effort.
• Schedule strategy meetings and training events with the Corpus Christi
Convention and Visitors Bureau and with hotel sales and services teams.
• Plan site visits for third-party planners and association site committees to
attract future business to this region.
• Increase the number of events booked in the arena vs. prior year.
• Increase the number of event days vs. prior year.
• Increase the attendance vs. the prior year.
• Provide regularly scheduled updates on financials to city staff.
Page 13 of 14
3. Maintain the complex in a fiscally responsible manner
• Protect the city's ongoing investment through a high level of
maintenance and repair and overall operational standards to be
implemented throughout the life of the agreement.
• Manage and be responsible for all aspects of the facility's day-to-day
operation including repairs and maintenance, facility cleaning,
improvements to the physical plant, exterior maintenance, landscaping,
maintenance of sidewalks, driveways and parking areas as well as the
purchasing of all required services including the hiring, coordination and
oversight of contractors, vendors and suppliers.
• Provide, manage and complete an annual Capital Improvement Plan.
E. INCENTIVE FEE
The Contractor shall be entitled to receive an incentive fee each full or partial
operating year of the contract term. The incentive fee shall be comprised of both
a qualitative based fee ("Qualitative Fee") and a quantitative fee ("Quantitative
Fee), as described in the Service Agreement.
F. PERFORMANCE MEASURES CHART
See attached Performance Measures chart A-9 which demonstrates the type of
score card that will be used to measure the performance levels for incentive
payments.
Page 14 of 14
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A-4 - FUNDING CHART
FY17 FUNDS PROVIDED TO OPERATOR IN AMERICAN BANK CENTER BUDGET
Amount Description Source
200,000 Arena Maintenance Arena Facility Fund(Type A)1130
80)000 Arena Marketn()&Co-Promotion Arena Facility Fund(Type A)1130
1.500,000 Arena Capital harks ereenano on amoue Waved; Arena Facility Fund(Type A)1130
551,737 Intemal City Expenses(see aternoom Arena Facility Fund(Type A)1130
250.000 Convention Center Mantenance HOT Fund 1030
3,855,511 Convention Center Capital mars d ming on wart=Oat*a sovoea HOT Fund 1030
1.500.000 Convention Center Shortage HOT Fund 1030
113.553 Admit Services Fee HOT Fund 1030
184.068 Debt Service HOT Fund 1030
557.670 Internal Cly Expenses nee ecwarront HOT Fund 1030
9,312.537 Total
'11014 ARENA(ff30)
:A&MSIa nta&021&111
530000 Professional services 130,500
537090 Flood tnurance 22,325
537095 Windstorm hsura ce 123,776
537420 Property Insurance
548060 MIS Moc 275,136
SUBTOTAL SS1.737
"FROM HOT(1030)
BcG g r MIpUm
530000 Professional services 130500
537090 Flood Insrrance 18,266
537095 Windstorm Insurmtce
537420 Property Insurance 101,212
548060 WS Moc 279,708
548010 Fleet 27,924
SUBTOTAL 557,670
A-5 - CALENDAR OF EVENTS
Month-year Event
Jul-17 Big Bang Celebration
Firefighter II EMS Exam
Wedding
Texas FFA Convention
Hijas de su Madre
Roller Derby
Dancing with the Stars
Wedding Fair
TXTA Texas Challenge
City of CC Pre-Proposal
Discover the Dinosaurs
Fire Entrance Exam
HER Bakery
Family&Friends Caregiver
Wedding
In Honor of Blue Jay&Vivian,Come Fly with Us
Battle on the Bay
Aug-17 TMRS Regional Conference
TAMUCC Commencement
---- ---- TAMUCC Student Athlete
Jehovah's Witnesses Conference
Big Daddy Weave
Texas Trophy Hunters Show
A Night in Vegas
Sep-17 International Cat Show
Moody High School 50 Year Anniversary
Roller Derby
Home and Garden Show
Wedding
Grandparents and other Relatives Raising Children
Street Safety Meeting
King HS Homecoming
County Judges Convention
Best of the Best
Kansas-Concert
Fire Truck Pull
Oct-17 LutherJones Summit
Women Leading Government
Carroll HS Homecoming
Roller Derby
South Tx Mini Conterence
A-5 - CALENDAR OF EVENTS
TCOLE Training Corrdinator
Gregory Portland Homecoming
Wedding
Comedy
State of the District
TPTA Texas Physical Therapy Assoc
Ray HS Homecoming
Nov-17 Duck's Unlimited
Paw Patrol
Comedy
Wedding
Wedding
Wedding
Quiceanera
Nutcracker Ballet
TWA
Sweet 16 Social
Dec-17 Performance(not-announced)
Concert(not-announced)
Nutcracker Ballet
Del Mar Graduation
TAMUCC Commencement
Feast of Sharing
Street Safety Meeting
Christus Physicians Group
RSVP Holiday Party
Disney Live
Jan-18 NAACP Freedom Fund Banquet
Hector P.Garcia Memorial
Entertainment (not-announced)
Feb-18 SCS Mardi Gras Party
Home and Garden Show
PATC Seminar
BPA Convention
Event(not-announced)
Fullness of Truth
Mar-18 BPA Convention
Broadway Show
Texas Water Utilities Annual
CCA
Concert Ballet
Apr-18 Texas Skills
A-5 - CALENDAR OF EVENTS
London HS Prom
Fusion National Dance Co
Fiesta De La Flor
CC Ballet Spring Performance
May-18 Del Mar Graduation
TAMUCC Commencement
SEA Banquet
Tuloso Midway Graduation
Ca la lien Graduation
Ray,Veteran,Carroll HS Graduations
Gregory Portland Graduation
London ISO Awards and Graduations
CCISD Graduations
Jun-18 Flour Bluff Graduation
CCISD Graduations
UMC-United Methodist
TAPT Convention
Convention(not-announced)
Wedding
TASBO
Jul-18 TXTA Texas Challenge
SXSW Head Start and Early Start
Wedding Fair
Battle on the Bay
Wedding
Aug-18 Pan American Golf Assoc
Wedding
Texas Trophy Hunters Show
Jehovah's Witnesses Conference
Health Fair
Del Mar Graduation
Convention(not-announced)
Edspiration
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A-7 - PROPOSED 2018 BUDGET
AMERICAN BANK CENTER
PROPOSED EY18 BUDGET
ARENA CONVENTION CENTER
EVENT INCOME
IIMELDICDUOMMt
neral mon S 160y0 S 606,536
Sava Mune e3J6 P3,053
Ilna Sete drat$ 4035.330) 140.604
Toni RIM Evert Wane }Dfb TAMS
adiSLIOla
rood a neve/age nnm .611.015
Novelly 04,770 tyro°
Way£ Boum 21;93
—
Odin y/ 4Q, N MP
TotalY1�yT
Income Satan 17\11
Total Event Mame Nal. Kpn,an
Other OpnaMg Owe ;1G,N 516.570
TOTAL 0EVENUIES 2,M31,706 2,4104•436
WageTwat •Wog Mo 4077,2524mpe*
Twat Wog Noah Iaa,0oN Og
aa
aea0zd renin - 0.l®
central&Ms SKJi 252i30
Orgasm0pes U- 130,000
X31 Mt lion 221.000
Sap_ ape. 10,000
mutat 6.00 60/00
lobo ake) 1. M0,170
Pled f M Hrta Ea E••O l3ppm
Total Infirm Expenses 2.701v39 0,211}211
NET INCOME I LOSS) $ Tn,m S 11.n2.054
A-8 - MONTHLY REPORT SUMMARY
AMERICAN MKK CENTER
STATEMENT OF OPERATIONS
ARENA CONVENTION CENTER
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Attachment B - Schedule of Pricing
Fee Schedule
Q V_fi
\ CITY OF CORPUS CHRISTI
�fG• �A- Pricing Form
PURCHASING DIVISION
� j RFP No. 1222
American Bank Center Complex
Management Services
PAGE I OF 2
DATE 8p/2PI
PROPOSER - A 97 RUED SIGNATURE
1. Refer to"Instructions to Proposers'and Contract terms and Conditions before
completing proposal.
2. Provide your best price for each Bern.
3. In submitting Ibis proposal,Proposer certifies that:
a. the prices in this proposal have been arrived at independently. wlthout
onsultation. communication. or ogreemeni with any other Proposer or
---- ---- competitor for the purpose of restricting competition with record to prices;
b. Proposer is on Equal Opportunity Employer;and the DBoosure of Interest
information on tile with City's purchasing off ae. pursuant to the Code of
Ordinances,is current and true.
Proposer has incorporated any changes issue through Addenda to the RFP
in this pricing.
ITEM DESCRIPTION TOTAL PRICE
1.0 Annual Y to Manage the American Center
be
Complexx Year I (February 1,2018--September
30ember 34, $6333IA
2018)
2.0 Annual Fee to Manage the American Bank Center
Complex Year 2(October 1,2018-September 30, SKI/00M
2019)
•
3.0 Annual Pee to Manage the American Bank Center 596,800.00
Complex Year 3(October 1,2019-September 30,
1 2020)
Pope bo'd
ITEM DESCRIPTION TOTAL PRICE
4.0 Annual Fee to Manage the American Bank Center
Complex Year 4(October 1,2020-September 30. $98,838.00
2021)
5.0 Annual Fee to Manage the American Bank Center
Complex Year 5(October 1,2021 -September 30, $100,874.75
2022)
6.0 Annual Fee to Manage the American Bank Center
Complex Year 6(October 1,2022-September 30, $102,831.06
12023)
[TOTAL BASE YEARS
-- _ $55771/15
ITEM DESCRIPTION I TOTAL PRICE
7.0 Annual Fee to Manage the American Bank
Center Complex Optional Year 1 (October 1,2023
-September 30, 2024) $104,86168
8.0 , Annual Fee to Manage the American Bank
Center Complex Optional Year 2(October I,2024 5706885.43
-September 30,2025)
9.0 Annual Fee to Manage the American Bank
Center Complex Optional Year 3(October 1,2025
-September 30,2026) $109,12514
TOTAL OPTIONAL YEARS ----
_ $32099824
GRAND TOTAL ALL YEARS $878,715.39
Attachment B - Schedule of Pricing
NTE Contract Value Base Years
Type Amount Comment
BASE FEE $557,717.15 5 Yrs 8 Mos
QUALITATIVE FEE $300.000.00 MAX AT 50K/YR (Must be earned per
terms of the Service Agreement)
QUANTITATIVE FEE $600,000.00 MAX AT I00K/YR (Must be earned per
terms of the Service Agreement)
SUBTOTAL $1,457,717.15 NTE VALUE FOR FEES
MARKETING FUNDS $3,600,000.00 MAX AT 600K/YR
CONVENTION CENTER MAINTENANCE $1,500.000.00 MAX AT 250K/YR
ARENA MAINTENANCE $1,200,000.00 MAX AT 200K/YR
OVERRUN STIPEND $9,000,000.00 MAX AT 1.5M/YR FOR APPROX 7M
ANNUAL BUDGET
SUBTOTAL $15,300,000.00
CAPITAL CONTRIBUTIONS TYPE A/HOT TBD FUNDING AVAILABLE AS APPROVED FOR
CAPITAL IMPROVEMENTS TO BLDGS
SUBTOTAL $16,757,717.15
CONTRACTOR CONTRIBUTIONS ($200,000) ONE TIME FUNDS AVAILABLE BY SMG TO
OFFSET COSTS AT CITY'S DISCRETION
TOTAL NOT TO EXCEED VALUE $16,557,171.15
Attachment B - Schedule of Pricing
NTE Contract Value Optional Years
Type Amount Comment
BASE FEE $320,998.24 3 Yrs
QUALITATIVE FEE $150,000.00 MAX AT 50K/YR (Must be earned per
terms of the Service Agreement)
QUANTITATIVE FEE $300,000.00 MAX AT 100K/YR (Must be earned per
terms of the Service Agreement)
SUBTOTAL $770,998.24 NTE VALUE FOR FEES
MARKETING FUNDS $1,800,000.00 MAX AT 600K/YR
CONVENTION CENTER MAINTENANCE $750,000.00 MAX AT 250K/YR
ARENA MAINTENANCE $600,000.00 MAX AT 200K/YR
OVERRUN STIPEND $4,500,000.00 MAX AT 1.5M/YR FOR APPROX 7M
ANNUAL BUDGET
SUBTOTAL $7,650,000.00
CAPITAL CONTRIBUTIONS TYPE A/HOT TBD FUNDING AVAILABLE AS APPROVED FOR
CAPITAL IMPROVEMENTS TO BLDGS
SUBTOTAL $8,420,998.24
CONTRACTOR CONTRIBUTIONS $0
TOTAL NOT TO EXCEED VALUE BASE+ $24,978,169.39
OPTIONS
Attachment C - Insurance Requirements
Insurance Requirements
CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance
required has been obtained and such insurance has been approved by the
City. Contractor must not allow any subcontractor, to commence work until
all similar insurance required of any subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract
Administrator one (1) copy of Certificates of Insurance with applicable policy
endorsements showing the following minimum coverage by an insurance
company(s) acceptable to the City's Risk Manager.The City of Corpus Christi
and American Bank, N.A. must be listed as an additional insured on the
General liability and Auto Liability policies by endorsement, and a waiver of
subrogation endorsement is required on GL, AL and WC if applicable.
Endorsements must be provided with Certificate of Insurance. Project name
and/or number must be listed in Description Box of Certificate of Insurance.
I TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material Per occurrence - aggregate
change or termination required on all
certificates and policies.
COMMERCIAL GENERAL LIABILITY $5,000,000 Per Occurrence
including: $5,000,000 Aggregate
1. Commercial Broad Form
2. Premises- Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1 . Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II
(All States Endorsement it Company is of this Exhibit.
not domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
EXCESS LIABILITY $9,000,000 Per Occurrence
$9,000,000 Aggregate
CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence
Contractor shall name the City of
Corpus Christi, Texas as Loss Payee
LIQUOR LIABILITY $1,000,000 Combined Single Limit
$5,000,000 Aggregate
Operator and Any Subcontractors Are
Responsible for All Damage to Their
Own Equipment or Property.
C. In the event of accidents of any kind related to this contract, Contractor
must furnish the Risk Manager with copies of all reports of any accidents
within 10 days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers'
compensation coverage Through a licensed insurance company. The
coverage must be written on a policy and endorsements approved by the
Texas Department of Insurance. The workers' compensation coverage
provided must be in statutory amounts according to the Texas Department
of Insurance, Division of Workers' Compensation. An All States Endorsement
shall be required if Contractor is not domiciled in the State of Texas.
B. Contractor shall obtain and maintain in full force and effect for the duration
of this Contract, and any extension hereof, at Contractor's sole expense,
insurance coverage written on an occurrence basis by companies
authorized and admitted to do business in the State of Texas and with an
A.M. Best's rating of no less than A- VII.
C. Contractor shall be required to submit renewal certificates of insurance
throughout the term of this contract and any extensions within 10 days of the
policy expiration dates. All notices under this Exhibit shall be given to City at
the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that, with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following
required provisions:
• List the City and its officers, officials, employees, and volunteers, as
additional insureds by endorsement with regard to operations,
completed operations, and activities of or on behalf of the named
insured performed under contract with the City, with the exception of the
workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not
apply to the City of Corpus Christi where the City is an additional insured
shown on the policy;
• Workers' compensation and employers' liability policies will provide a
waiver of subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City
of any, cancellation, non-renewal, material change or termination in
coverage and not less than ten (10) calendar days advance written
notice for nonpayment of premium.
E. Within five (5) calendar days of a cancellation, non-renewal, material
change or termination of coverage, Contractor shall provide a replacement
Certificate of Insurance and applicable endorsements to City. City shall
have the option to suspend Contractor's performance should there be a
lapse in coverage at any time during this contract. Failure to provide and to
maintain the required insurance shall constitute a material breach of this
contract.
F. In addition to any other remedies the City may have upon Contractor's
failure to provide and maintain any insurance or policy endorsements to the
extent and within the time herein required, the City shall have the right to
order Contractor to stop work hereunder, and/or withhold any payment(s)
which become due to Contractor hereunder until Contractor demonstrates
compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent
to which Contractor may be held responsible for payments of damages to
persons or property resulting from Contractor's or its subcontractor's
performance of the work covered under this contract.
H. It is agreed that Contractor's insurance shall be deemed primary and non-
contributory with respect to any insurance or self insurance carried by the
City of Corpus Christi for liability arising out of operations under this contract.
It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this contract.
2017 Insurance Requirements
Purchasing
American Bank Center Complex Management Services
06/30/2017 sw Risk Management
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 oft
complete Nos.1-4 end 6 If there are interested ponies. OFFICE USE ONLY
complete Nos.1.2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business.
SMG 2017-219248
Conshohocken,PA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract far which the form is 11/02/2017
being filed.
SMG oatg Ack wledged:
fre-
II IinS WO
3 Provide the identification number used by the governmental entity or state agency to track or identify the dentrant,and provide a
description of the services,goods,or other property to be provided under the contract.
1222
Form 1295 Certificate of Interested Parties
Nature of Interest
a
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party. ❑
X
6 AFFIDAVIT I swear,or affirm,underenal
D ry of penury,that the above disclosure is due and correct.
COMMONWEALTH OF PENNSYLVANIA
NOTARIM SEAL
EVELYN M Public ,1 / �
Wiry Pu01N NM
OnEii CBiiENOHOCXEN IOAO.MONTGOMERY VITT atnre of authorized agent of contracting business entity
f My Commission Egiuoip 11,7070 9"
AFFIX NOTARY STAMP/SEAL ABOVE / /� PALS- �/ A//, /���
Sworn find sutwnbed before me,by the said C O�N /-. 3-,— ,this the (YI day of _4/1/6/4!,gq
20 / ,to cenify which
witness my hand and seal ofzi fnniece. /yJ l
ppyyo� '� ' oz/)/}i �11v /3 .�
nature glbtoe'administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337