1-MAY1122704 SLCo Conv. Ctr. Mgt. RFP Final 7.10.25.pdf

REQUEST FOR PROPOSALS

SALT LAKE COUNTY

MANAGEMENT OF THE SALT PALACE

CONVENTION CENTER

MOUNTAIN AMERICA EXPOSTION CENTER

RFP #MAY122704

Date of Issue: July 10, 2025

TABLE OF CONTENTS

Part 1: Overview and Instructions

1.1 Purpose of the Request for Proposals

1.2 Deadline for Proposal Submission

1.3 Projected Schedule for the RFP Process

1.4 Pre-Proposal Meeting

1.5 Question Submission

Part 2: Scope of Work and Requirements

2.1 Background

2.2 Minimum Requirements

2.3 Scope of Work & Tasks to be Completed

2.4 Length of Agreement

2.5 Fee and Escalation Clause

2.6 Insurance & Bond Requirements

2.7 Proposal Format / Submission Requirements

Part 3: Response Evaluation and Notice to Proposers

3.1 Evaluation and Scoring Criteria

3.2 Written Agreement Required

3.3 Notice to Proposers

EXHIBIT A – Budget Overview for 2019-2024

ATTACHMENT A - Proposal Cover Summary ATTACHMENT B – Request for Protected Status ATTACHMENT C – Procurement Preference System ATTACHMENT D – Environmental Compliance Practices ATTACHMENT E – Example Agreement

Part 1: Overview and Instructions

1.1 Purpose of the Request for Proposals “RFP”

Salt Lake County, on behalf of the Mayor’s Office “County” is soliciting proposals from qualified firms “PROPOSER / CONTRACTOR” to manage, on behalf of the County, the Salt Palace Convention Center (SPCC) as well as the Mountain America Exposition Center (MAEC) (collectively referred to as “facilities”), and such other facilities that the County may choose to have managed by selected firm. The County invites submittals from qualified firms that have proven experience in providing comprehensive management of all operations at convention or exhibition facilities in similar markets

The County strives to operate a first-class, high-quality, state-of-the-art convention center that is competitive in the industry. The first booking priority is to book national conventions and trade shows, and the second booking priority is to meet the needs of local events and activities including other trade shows, consumer shows, sports events/tournaments, meetings, entertainment and community events.

The County currently subsidizes the related costs. Exhibit A shows a five (5) year historical data of expenditures for the SPCC and MAEC.

The County has identified the following operational goals for the SPCC and MAEC. Proposers should consider these goals an important part of the RFP process, as their ability to meet them will be carefully evaluated in the selection process.

1. Manage day-to-day operations of SPCC and MAEC in a cost-efficient, high quality and effective manner.

2. Mange operational expenses within the annual operating budget approved by the County. Provide superior services to patrons and visitors utilizing and attending events at the SPCC and MAEC, thereby maximizing customer satisfaction as exhibited by an industry-wide positive image and maximizing SPCC and MAEC re-bookings.

3. Develop and implement innovative initiatives to penetrate new markets, attract new events, and promote the SPCC and MAEC to enhance usage and occupancy within the COUNTY’s operating policies

4. Work cooperatively with the Salt Lake Convention & Visitors Bureau (“Visit Salt Lake”) in attracting events including national/international conventions, tradeshows, sports events/tournaments, and meetings to SPCC and MAEC.

5. Identify and implement initiatives to enhance SPCC and MAEC revenues, while ensuring that the SPCC and MAEC remain economically competitive with other convention centers.

6. Properly maintain and safeguard the COUNTY’s capital investment in the

SPCC and MAEC through the exercise of the highest standards of maintenance and preservation and as the need arises, recommend capital improvements.

7. Respond to the ever-changing needs of the community and users of the facility with recommendations for expansion, renovations, and upgrades of services.

8. Act as a consultant to the owner to support the architectural/engineering teams for new construction or renovation projects as required, to include but not limited to ensuring programmatic elements of the facility and functionality of design, FF&E selection, review and input of the design phases with the goal of optimum functionality in all aspects of convention center operation and maintenance.

1.2 Deadline for Proposal Submission

Proposals must be uploaded before 1:00 PM on August 7, 2025, in Contracts and Procurement online solicitation system, the Utah Public Procurement Place (U3P) powered by Bonfire. No proposals will be accepted after the closing date and time.

1.3 Projected Schedule for the RFP Process

County reserves the right to modify the following schedule at its discretion:

Activity Date

Issue RFP July 10, 2025 Pre-Proposal Site Visit July 21, 2025 Final day to submit questions July 29, 2025 Proposal Due Date August 7, 2025 Committee Meeting August 14, 2025 Proposer Interviews August 28, 2025 Anticipated Award Notice August 29, 2025 Anticipated Notice to Proceed January 1, 2026 Transition Period 6 months January 2026 – June 30, 2026

1.4 Pre-Proposal Conference

Interested Proposers are invited to participate in an optional pre-proposal conference to discuss the project and to ask questions about the RFP. It will be held on Monday, July 21, 2025, beginning at 9:00 am. It will be held onsite at the SPCC, 100 South West Temple, Salt Lake City, Utah located in the SPCC Management Office Conference Room above the Gift Shop with a tour of the SPCC following. We’ll then reconvene at 11:30 am onsite at the MAEC in the Management Office Conference Room with a tour of the MAEC following.

Proposers are encouraged to submit their questions in writing before the meeting through the county’s online solicitation system, the Utah Public Procurement Place (U3P) Euna, powered by Bonfire. The meeting is for informational purposes only and is not binding. If the RFP needs to be modified or clarified, the County will issue a written amendment on U3P Bonfire.

1.5 Question Submission

Questions may be submitted through U3P Bonfire until the deadline for questions submission, which is July 29, 2025, at 1:00 pm. Answers to the questions will be posted in U3P Bonfire for everyone to view. Do not contact County officers or employees, or selection committee members.

Part 2: Scope of Work and Requirements

2.1 Background

The first SPCC was built as a social gathering place in Salt Lake City, Utah in 1899, but was destroyed by fire in 1910. An indoor arena called the SPCC was built on the current site in 1969 and served as the home to several professional sports teams while hosting concerts and other events. In 1994 the arena was demolished and the SPCC was built in its place. Two expansions to that building, in 2000 and 2005, increased its size to 684,000 leasable square feet, 1,000,000 square feet total.

The SPCC is used for a variety of events including conventions and trade shows, performances, cultural events, and a number of local events. The primary use of the facility is for national conventions booked by the Salt Lake Convention & Visitors Bureau (Visit Salt Lake).

The primary components of the current SPCC include the following:

1. A Grand Ballroom with 45,000 square feet and seating capacity of 4,900-theater style or 2,600-banquet style.

2. 9 Exhibit Halls totaling 515,000 square feet.

3. 68 meeting rooms ranging from 490 square feet to 24,000 square feet.

4. Administrative office space with 7,660 square feet.

5. Salt Lake Convention and Visitors Bureau (Visit Salt Lake) office and information center with 19,095 square feet.

6. Paid Parking lots with a total of 1,000 parking spaces.

7. Kitchen Facilities of approximately 11,250 square feet, with a satellite kitchen of 1,820 square feet.

8. Physical plant that supplies HVAC and utilities to two other facilities -

The Utah Museum of Contemporary Art and Abravanel Hall The MAEC was constructed in 2000 in Sandy, Utah to primarily host local consumer shows. MAEC offers 243,000 square feet of useable exhibit space and 15,000 square feet of meeting space. The primary components of the MAEC include the following:

1. 5 Exhibit Halls totaling 243,000 square feet.

2. 9 Meeting Rooms ranging from 1,600 square feet to 6,400 square feet.

3. Administrative office space of approximately 5,400 square feet.

4. Kitchen facilities of approximately 3,400 square feet.

5. Free parking of approximately 1,700 spaces as well as management of an offsite parking lot of approximately 1,200 spaces.

Floor plans and other information related to the SPCC can be viewed online at www.saltpalace.com . Floor plans and other information related to MAEC can be found at:

https://www.visitsaltlake.com/salt-palace-convention-center/about/ https://www.visitsaltlake.com/listing/mountain-america-expo-center/54795/

The SPCC will be undertaking a dramatic transformation beginning with architectural and planning work in 2024. Followed by a multi-year construction phase. This transformation will result in an adjustment to the exhibit hall, meeting rooms and ballroom space and may impact other areas of the SPCC.

2.2 MINIMUM QUALIFICATIONS

Proposer must meet or exceed the following criteria:

1. Must have operated or currently operate a facility similar to the SPCC and

MAEC. Similar facilities are defined as a convention or exhibition facility similar in size to the SPCC & MAEC

2. Must have successful experience managing and operating convention or exhibition facilities in similar markets to Salt Lake County.

3. Must be legally capable of operating within the State of Utah and Salt Lake City, Utah.

4. It is acceptable that the Proposer possess the requisite minimum qualifications themselves, or they may rely on the qualifications of firms with whom they have merged, acquired or have been acquired by.

2.3 Scope of Work and Tasks to be Completed

Responsibilities of the selected CONTRACTOR will include but may not be limited to the management and operation of the SPCC and MAEC facilities including administration, budget preparation, budget implementation, staffing, booking, promotion, marketing, and building maintenance. Additionally, the firm will be expected to provide guidance, strategies and implementation of fee negotiations with clients designed to maximize utilization, revenue and economic impact on the COUNTY. CONTRACTOR will provide information to support their methodology.

These instructions are not intended to be completely definitive of the proposed contractual relationship between the COUNTY and the successful CONTRACTOR. This RFP does not include food service for the facilities.

http://www.saltpalace.com/ https://www.visitsaltlake.com/salt-palace-convention-center/about/ https://www.visitsaltlake.com/listing/mountain-america-expo-center/54795/

In the event that only one respondent meets the minimum qualifications set forth by the COUNTY, the COUNTY may, at its sole discretion, enter into negotiations with the respondent without continuing the RFP process.

The SPCC will be undertaking a dramatic transformation beginning with architectural and planning work in 2024. Followed by a multi-year construction phase. This transformation will result in an adjustment to the exhibit hall, meeting rooms and ballroom space and may impact other areas of the SPCC.

1. SCOPE OF WORK & TASKS TO BE COMPLETED

A. DAY-TO-DAY MANAGMENT

1. CONTRACTOR activities under the Agreement shall correspond to the management of activities in the SPCC and MAEC and their various exhibit halls, meeting rooms, and other physical facilities, including the grounds and parking lots surrounding those buildings. These activities shall be communicated by the CONTRACTOR to the COUNTY.

2. The CONTRACTOR shall provide day-to-day general management and supervision of activities at the facilities. Management activities shall include planning, marketing, fiscal analysis and budget management, personnel supervision, purchasing and acquisitions as an agent of the COUNTY subject to approval by the COUNTY, facility and equipment rental contract negotiation and execution, facility services contract negotiation and execution, maintenance, and all other activities necessary for the general provision of services for facilities activities including exhibitions, conventions, sporting events, concerts, banquets, consumer and trade shows.

3. CONTRACTOR agrees to provide the following:

a. The CONTRACTOR agrees to prepare, in consultation with the

COUNTY, an annual management activity plan for each of the facilities.

b. The annual plan shall set out, with specificity, the CONTRACTOR’s activities for the next year, subject to the review and approval of the COUNTY, through its Contract Manager (The Mayor’s Office).

c. The annual plan shall include performance measures agreed upon by both parties.

d. The CONTRACTOR agrees to make every reasonable effort to increase the facilities’ revenues, expand facilities’ activities and improve the image of the facilities by aggressive and appropriate marketing analysis and advertising activities.

4. The CONTRACTOR agrees to place emphasis on marketing the SPCC as a regional and national convention facility to the end that its bookings are as complete as possible, and to place emphasis on marketing MAEC as a regional consumer show facility to the end that its bookings are as complete as possible.

5. The CONTRACTOR agrees to avoid actual or potential conflicts of interest between its services on behalf of the facilities and any other potentially competitive interests, including other business activities of the

CONTRACTOR.

6. The CONTRACTOR agrees to maintain detailed, accurate and complete financial and other records of all its activities under the Agreement in accordance with generally accepted accounting principles.

7. The CONTRACTOR agrees that it will provide at the SPCC premises central utility services such as HVAC, grounds work and snow removal, to or for Abravanel Hall and the Utah Museum Contemporary Art through facilities and equipment located in the SPCC as maintained and paid as part of the Arts and Culture’s annual operating fund. The CONTRACTOR agrees it will also provide such services for MAEC.

8. The CONTRACTOR agrees to negotiate licenses, occupancy agreements, booking commitments, equipment rentals, utility services, lease agreements, and service contracts for the facilities. Such agreements will be executed by the CONTRACTOR in its name as managing agent for the COUNTY. Activities and events will be booked at the facilities at prevailing rates, fees and prices, established by the CONTRACTOR’s formal policies. The CONTRACTOR agrees to set rental rates and other prices in accordance with the written policies and procedures. As part of the annual budget process, the COUNTY reserves the right to review and approve or disapprove the pricing schedules or policies established by the CONTRACTOR. Exceptions to these policies include, but are not limited to, national conventions and Opportunity Fund rental waivers and rent reductions. In determining such prices and rate schedules, the CONTRACTOR shall evaluate comparable charges for similar goods and services at similar or competing facilities in order to establish a range of prices and rates.

Such prices and rate schedules are subject to change, within the discretion of the CONTRACTOR, but pursuant to industry practice.

9. The CONTRACTOR shall be provided on-site office space at both facilities.

10. The CONTRACTOR agrees to require that proper certificates and other evidence of insurance, indicating sufficient general liability, automobile, bodily injury, property damage, death, worker’s compensation and professional liability insurance coverage, will be furnished and kept in force at all times by all licensees, users, promoters, exhibitors, concessionaires, or other persons contracting with the CONTRACTOR for use of the facilities. All policies shall name the COUNTY and the CONTRACTOR as additional insured parties.

11. The CONTRACTOR agrees to institute in its own name, as a managing agent for the COUNTY, and at the reasonable expense of the COUNTY, legal actions or proceedings to collect charges, rents or other amounts due the COUNTY or to defend or litigate rights or duties appearing under any contract related to the facilities, or to cancel or terminate any contract, license, concession agreement or similar document for the breach or default thereof after consultation with the Contract Manager (The Mayor’s Office) and the District Attorney or designee. However, after discussion and agreement of the COUNTY Contract Manager (The Mayor’s Office), the CONTRACTOR may write-off de minimis amounts related to facility rentals, facility services and vendor services.

12. Additional Services. The COUNTY may, at its sole determination, ask CONTRACTOR to assume additional responsibilities for services not currently included in this management agreement, including but not limited to, management and operation of other COUNTY facilities, provision of additional services including food and beverage, booth cleaning, telecommunications, electrical services and such other services identified by the COUNTY. Such requests will be subject to negotiation and mutual agreement of the parties and amendment to the contract.

B. CONTRACT AND ADMINISTRATIVE SERVICES

1. The CONTRACTOR shall provide day-to-day administrative services in support of its management activities including, but not limited to, acting as the COUNTY’s agent in acquiring for the COUNTY: services; equipment;

supplies; facilities; internal budgeting and accounting; maintenance and property management; personnel management; record keeping;

collections and billing; legal; printing; and, similar services.

2. Advertising. The CONTRACTOR agrees to engage in such advertising, solicitation and promotional activities as may be calculated to develop the full potential of the facilities and the cultivation of broad community support. In such advertising, the CONTRACTOR is permitted to use the terms “Salt Palace”, “Salt Palace Convention Center” “Calvin L. Rampton Salt Palace Convention Center”, “Mountain America”, “Mountain America Exposition Center”, or “Mountain America Expo Center” in its advertising, subject to the COUNTY’s approval. The CONTRACTOR agrees, should it become necessary in the sole discretion of the COUNTY, that COUNTY may change the name of the facilities, and that the CONTRACTOR will change its advertising accordingly. The CONTRACTOR will refrain from engaging in any obscene, indecent or otherwise offensive advertising.

3. Repairs. The CONTRACTOR agrees to direct and supervise cleaning, alterations, repairs, and maintenance to the facilities and their equipment, furnishings and other property as part of the services hereunder, during both the initial and any renewal terms hereof. The CONTRACTOR will ensure that the facilities and equipment are maintained to industry standards.

4. Capital Improvements. The cost of and authority to direct and supervise major repairs and alterations and capital improvements such as, but not limited to, the erection, removal or replacement of walls, floors, or ceilings or the construction of buildings will remain with the COUNTY.

5. Annual Maintenance and Capital Improvements Schedule. The CONTRACTOR shall coordinate with County Facilities Management and prepare for each of the facilities, with the approval of the COUNTY, a schedule of repairs and maintenance and a schedule of capital improvements to be accomplished or purchased each year, such schedules to be part of the CONTRACTOR’s annual plan updated quarterly. The maintenance schedule shall set out the estimated annual expenditures in areas of HVAC, electrical, plumbing, janitorial, security, grounds maintenance, and other projects. The capital improvements schedule shall be accompanied by an estimate of the cost of such improvements and a request that the COUNTY budget funds for such improvements. The COUNTY shall retain the discretion to determine whether and to what level to fund capital improvements to the facilities.

The schedule shall be reviewed by the COUNTY’s Contract Manager (The Mayor’s Office). Expenditures in excess of the total maintenance schedule or the capital improvements schedule require prior COUNTY review and written approval.

C. POLICIES AND PROCEDURES

1. The CONTRACTOR agrees to develop and put into place written policies and procedures regarding activities and regarding such matters as access to and booking of the facilities, purchasing, personnel system rights and obligations, box office, security, and similar subjects.

Decisions regarding policies shall be made in accordance with all applicable laws, ordinances, and rules and regulations. The content of such policies and procedures shall be at the discretion of the CONTRACTOR but shall be within the parameters of established industry practice and subject to the COUNTY’s and the Convention Facilities Advisory Board right to review any such policies and procedures. The CONTRACTOR agrees that any change in booking and access policies, particularly with respect to the SPCC facilities, will retain due deference to the scheduling of national conventions and that it doesn’t conflict with the Salt Lake Convention and Visitor’s Bureau (Visit Salt Lake) policies regarding such conventions.

2. Current COUNTY policies shall be followed by the CONTRACTOR until changed with the COUNTY’s approval.

3. Parking. CONTRACTOR will provide parking facilities, free of charge, to COUNTY employees, as deemed necessary by the Contract Manager (The Mayor’s Office) or designee.

D. QUALITY OF SERVICE

1. The parties agree that the COUNTY shall have the power to review and approve or disapprove of the CONTRACTOR’s activities, operations and conditions which reflect upon the COUNTY. The failure of the CONTRACTOR to correct problems after written notification by the COUNTY may result in a default under the Agreement.

2. Management and Operations. All management and administrative services provided by the CONTRACTOR pursuant to the Agreement shall be of first quality and of a nature to provide the best service possible in making available premises and activities to patrons and exhibitors.

Management services shall comport with an annual plan regarding management operations which shall be provided to the COUNTY.

3. The COUNTY reserves the right to review and approve the annual plan and to review, on an ongoing basis, actual management and administrative operations in the facilities to insure that they are in keeping with the provisions of the Agreement and with the CONTRACTOR’s annual plan.

4. . In accordance with the pricing procedure outlined in Section 2.3. 1. A.

8.(on page 8 of this RFP), CONTRACTOR agrees to set rental rates and other prices in accordance with the written policies and procedures. As part of the annual budget process, the COUNTY reserves the right to review and approve or disapprove the pricing schedules or policies established by the CONTRACTOR. The CONTRACTOR may revise or adopt new contract forms for facility use, equipment rental or utility usage.

The COUNTY reserves the right to review and approve or disapprove of the form of such contracts.

5. Entry into Spaces. The COUNTY reserves the right to enter upon and inspect the facilities, spaces and equipment covered by the Agreement for the purposes of enforcing applicable health and sanitary or other laws and regulations and for enforcing the provisions of the Agreement. Right of entry is also reserved, as to the COUNTY’s authorized representatives, for any reasonable purpose provided that disruption of the CONTRACTOR’s affairs is kept to a minimum.

E. RECORD RETENTION

1. The CONTRACTOR agrees to maintain full and adequate records of all operations, transactions and receipts, which records shall be in a form satisfactory to and approved by the COUNTY. COUNTY personnel and accounting practitioners designated by the COUNTY have the right to examine all records, books, papers, receipts, invoices and contracts of the CONTRACTOR and affiliated companies, if applicable, related to management operations of the facilities.

2. Access to those records shall be had upon reasonable notice from the COUNTY and at any time during the CONTRACTOR’s hours of operation.

3. Records shall be retained for a period of time as established in the Utah Code Annotated and in compliance with COUNTY Ordinance 2.82, Records Management, and shall be kept at the facilities or at some other place mutually agreeable to the parties, within the COUNTY.

4. The CONTRACTOR agrees to turn over the records, or complete and accurate copies thereof, to the COUNTY for permanent retention, at the COUNTY’s request.

F. AGREED UPON PROCEDURES.

1. The CONTRACTOR shall provide that a review of its operations within each of the facilities shall be conducted by a qualified accounting practitioner or firm thereof annually, on a calendar year basis. The review shall be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and the standards applicable to attestation engagements contained in Government Auditing Standards, issued by the Comptroller General of the United States.

2. The qualified accounting practitioner or firm will apply agreed upon procedures, as established by the COUNTY, to the financial information provided by the CONTRACTOR and the schedule of annual receipts and disbursements for SPCC and MAEC. The purpose of this review is to assist in the evaluation of the CONTRACTOR’s compliance with the contract and the accuracy of the financial information submitted by the CONTRACTOR to the COUNTY. The CONTRACTOR shall give COUNTY, on or before August 1st of each year, three-(3)-copies of the attestation report for the preceding calendar year.

3. The COUNTY reserves the right to conduct operational, performance or management audits of the facilities operations, at the COUNTY’s expense.

G. CONTRACTOR RECEIPT OF COUNTY FUNDS.

1. The parties agree that any receipts to the facilities, from facility, equipment or utility rental agreements or from any other source, flowing to the facilities are the sole property of the COUNTY and shall be remitted within three-(3)-days to the COUNTY. In this regard, the CONTRACTOR agrees that it shall adhere in all respects to the COUNTY’s Management of Public Funds ordinance 3.64, and Countywide policy 1062 regarding the receipt of payments due the COUNTY.

2. The CONTRACTOR agrees to establish a separate accounting and control system, computerized or otherwise, with appropriate audit trails and diverse from other accounts, which shall document all receipts and disbursements involved with the facilities operations.

H. ANNUAL BUDGET

1. The CONTRACTOR agrees to provide, annually, on or before September 1st of each year, a budget for each of the facilities to the COUNTY. The budget shall include information regarding the CONTRACTOR’s anticipated operations for the following calendar year, including projected operating costs by program and account, projected revenues, performance measures and standards, planned maintenance activities by the CONTRACTOR, requested capital improvements and an anticipated budget therefore, references to any specific events or activities, anticipated advertising and promotional activities, and planned equipment and furnishings purchases. The management plan, as defined in Section 3.1, page 27 of this RFP, shall be subject to review, revision and approval by the COUNTY. Upon approval, it shall constitute the operating program for the CONTRACTOR for each calendar year that the Agreement is in force.

2. CONTRACTOR shall be subject to COUNTY’s usual budget review and approval process. Failure to provide such plan or participate in the budget process shall constitute a material breach of the Agreement. County is a governmental entity subject to the Utah Government Records Access and Management Act (“GRAMA”), Utah Code Ann. §§ 63G-2-101 to -901. For a more specific explanation of GRAMA see Section 3.3, page 32 of this

RFP.

3. FISCAL PROCESSES:

a. Prior to the 21st day of each month, the CONTRACTOR shall provide

COUNTY with a written monthly report setting out each facility’s anticipated capital purchases, activities and financial condition for the upcoming month and reporting on the prior month's capital purchases, activities and finances. Monthly reports shall be generally consistent with the annual plan. A monthly coordinating meeting may be scheduled at the discretion of the COUNTY to review monthly reports and other outstanding issues.

b. The CONTRACTOR shall provide an electronic copy of the income statement, detailed balance sheet and general ledger reports for both SPCC and MAEC within the third week (21st day) of each month. The report amounts should be presented out to the second decimal place.

c. The CONTRACTOR shall electronically provide a journal voucher for the monthly activity in the official COUNTY format with two authorizing signatures/initials prior to the 21st day of each month.

d. The CONTRACTOR shall book COUNTY charges within 60 days of the original transaction date.

e. CONTRACTOR shall request funds in the same month checks are written or break out funding separately on the monthly journal voucher to account for the timing difference.

f. CONTRACTOR shall assist COUNTY in reconciling differences between CONTRACTOR and COUNTY financial records.

CONTRACTOR shall cross train a second employee on this process.

I. BANK ACCOUNTS AND FUNDING

1. The CONTRACTOR will account for the flow of funds for activities under the Agreement for each facility through the establishment of three primary accounts: box office, payroll, and operating.

2. All cash received by the CONTRACTOR will be deposited daily into such box office and operating accounts. The Treasurer of the COUNTY will sweep these accounts daily and invest the cash so as to maximize the yield on those funds.

3. Each such account shall (i) be an account titled in the name of the COUNTY, with the designation that it is for the SPCC or MAEC; (ii) contain the COUNTY’s tax identification number thereon; and (iii) give signing authority under each such account in CONTRACTOR’s General Manager, Assistant General Manager, Accounting Manager, and Director of Finance and in the COUNTY’s Contract Manager (The Mayor’s Office).

4. The COUNTY shall, upon request from the CONTRACTOR, supported by adequate documentation, fund the operating and payroll accounts to cover checks properly drawn by the CONTRACTOR for the operations of the facilities.

J. OWNERSHIP OF ASSETS.

1. Unless covered under a separate agreement approved by the COUNTY, the ownership of buildings and real estate, technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar property shall remain with the COUNTY.

2. Ownership of and title to all intellectual property rights of whatsoever value, held in the COUNTY’s name, shall remain in the name of the COUNTY and any intellectual property rights acquired by the CONTRACTOR, pursuant to its management operations, shall be placed in the name of the COUNTY.

3. The ownership of consumable assets such as office supplies and cleaning materials shall remain in the COUNTY but may be utilized and consumed by the CONTRACTOR exclusively in the performance of services under the Agreement. The purchase of future consumable assets shall be made by the CONTRACTOR and such items remaining upon termination or expiration of the Agreement shall become the property of the

COUNTY.

4. The ownership of data processing programs and software owned by the COUNTY at the commencement of the Agreement shall remain with the COUNTY. The CONTRACTOR agrees not to take or use, for its own purposes, customer or exhibitor lists or similar materials developed by the COUNTY or CONTRACOTR for the use of the facilities, unless written consent is granted by the COUNTY. Ownership of equipment, furnishings and fixtures purchased by the CONTRACTOR for use at the facilities shall vest in the COUNTY at the expiration of the initial and renewal term of the Agreement.

5. It is expressly understood and agreed by the CONTRACTOR that it may use the facilities, property and assets of the COUNTY solely and exclusively for the performance of services under the Agreement.

K. ACKNOWLEDGMENT OF OUTSTANDING OBLIGATIONS.

1. Subcontracts. The CONTRACTOR hereby acknowledges that there are numerous existing contracts regarding the SPCC premises operations which are now outstanding between the COUNTY and certain other Contractors. Such contracts include but are not limited to food catering and concession, pouring rights, exhibitor contracts, advertising, parking, MAEC naming rights, Convention Hotel Agreement and related parking agreement, and further agreements. The CONTRACTOR agrees to honor the provisions of all such outstanding agreements, to the extent that those agreements have an effect on the CONTRACTOR’s activities under the Agreement and, further, the CONTRACTOR agrees to act as the COUNTY’s Contract Manager (The Mayor’s Office) in regard to the oversight and monitoring of such agreements and performance and payments thereunder. The CONTRACTOR agrees to make its best efforts to ensure satisfactory compliance with said agreements.

2. Future Subcontracts. On the COUNTY’s behalf, the CONTRACTOR may enter into future contracts and subcontracts regarding the facilities operations as may be necessary and appropriate; provided the COUNTY retains the right to approve such agreements prior to execution thereof, as provided herein. The CONTRACTOR shall not enter into any multi-year contracts in its own name without a provision permitting assumption of the agreement by the COUNTY, at the COUNTY’s election. All future subcontracts shall be subject to and consistent with the terms of the Agreement and shall include a provision naming the COUNTY and the CONTRACTOR as additional insured parties.

L. LAWS AND PERMITS.

1. Laws and Ordinances. The CONTRACTOR agrees to comply with all applicable laws of the United States and of the State of Utah, (including, without limitation, Title III of the Americans with Disabilities Act and the provision of auxiliary aids or alternate services as may be required thereunder) all applicable ordinances of the COUNTY, Salt Lake City and Sandy City, and all applicable policies, rules, regulations and directives established by any authorized officer or department of said entities and the CONTRACTOR will not suffer or permit to be done on the facilities anything in violation of any such laws, ordinances, policies, rules, regulations or directives.

2. Permits and Licenses. The CONTRACTOR is responsible, as an operating cost and expense, to acquire, maintain and renew during the entire term of the Agreement all permits and licenses which may be required of the CONTRACTOR, by applicable laws, ordinances and regulations, regarding the facilities operations.

3. State Sales Tax. The CONTRACTOR acts as an agent for the COUNTY, with the facilities General Manager and Director of Finance officially designated by the Agreement as COUNTY purchasing agents for the facilities with authority to purchase on behalf of the COUNTY. The above purchasing agents shall maintain state sales tax exempt status by complying with the Utah State Tax Commission’s ruling R865-19S-91.

4. Purchases. The CONTRACTOR shall comply with COUNTY purchasing procedures. Purchases of professional services or capital expenditures totaling less than $15,000 may be made directly by the CONTRACTOR provided that such purchases are summarized quarterly and approved by the COUNTY. A quarterly meeting will be held to review the prior quarter’s capital expenditures. Purchases of more than $15,000 shall be submitted for review by the COUNTY Purchasing Agent, following which the COUNTY shall determine whether to make the purchase itself or to authorize CONTRACTOR to make the purchase.

5. Non-Discrimination. The CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment on the basis of race, color, national origin, sex, sexual orientation, age, religion or disability.

6. The CONTRACTOR and its employees shall not, in the performance of services under the Agreement, discriminate against any customer, potential customer, patron or other person on the basis of race, color, national origin, sex, sexual orientation, age, religion or disability and shall provide services, facilities and other privileges to all such persons equally as to the aforementioned bases.

7. Immigration Law. The CONTRACTOR agrees to abide by the provisions of the Immigration Reform and Control Act of 1986 and represents to the COUNTY that the CONTRACTOR, its offices, employees, agents and subcontractors, are lawfully permitted to pursue employment in the United States under applicable federal immigration laws.

8. CONTRACTOR agrees that it will hold the COUNTY harmless as to any fines or other penalties levied against the COUNTY for the CONTRACTOR’s violation of any laws.

M. CONFLICTS OF INTEREST.

1. Affiliated Organizations. The CONTRACTOR shall inform the COUNTY in advance of any of its affiliations with organizations, businesses or persons receiving, pursuant to the Agreement, payments from the CONTRACTOR as subcontractors or otherwise for goods, services, facilities, salaries or wages, professional fees, licenses or similar payments. For the purpose of the Agreement” affiliations” shall mean: (1) organizations or persons related to the CONTRACTOR’s executive directors or principal officers by blood or marriage; (2) employees of the CONTRACTOR; (3) one or more partners in common with the CONTRACTOR; (4) one or more directors or officers in common with the CONTRACTOR; (5) more than 10 percent common ownership, direct or indirect with the CONTRACTOR; (6) common control or management with the CONTRACTOR. Approval by the COUNTY Contract Manager (The Mayor’s Office) shall be required before such affiliation is consummated. Upon notification of such affiliation, the COUNTY may, at its discretion, require that the CONTRACTOR undertake competitive bidding for the goods or services, require satisfactory cost justification prior to the payment or take other steps that may be necessary to assure that the goods or services provided afford the COUNTY a satisfactory level of quality and cost.

2. Conflicts of Interest. The CONTRACTOR shall provide for a process to prevent, disclose and resolve conflicts of interest arising during the term of the Agreement. The CONTRACTOR further agrees to provide the COUNTY with a written report detailing all actions, complaints or other incidents arising pursuant to, or in connection with these conflict-of-interest provisions within thirty-(30)-days after occurrence. All relevant parties shall be identified, the nature of their interest disclosed, and CONTRACTOR response regarding the incident shall be submitted to the COUNTY.

3. The parties hereby acknowledge that in the operation, marketing, and management of the facilities in accordance with the CONTRACTOR’s approved policies and annual plan, the CONTRACTOR functions as an instrumentality and agent of the COUNTY in the performance of the governmental function of operating the COUNTY owned facilities.

Notwithstanding this, the employees of the CONTRACTOR shall not be employees of the COUNTY and shall not be entitled to the benefits of, nor be bound by, the restrictions upon employment with the COUNTY. With respect to the business activities of the CONTRACTOR which are not related directly to the performance of the Agreement, or which have not been approved by the COUNTY, the CONTRACTOR agrees that it is not an agent of the COUNTY and that its employees, agents and representatives are not employees, agents or representatives of the COUNTY.

4. Proposers must disclose any business relationships, ownership stakes, or partnerships that could reasonably be perceived as a conflict of interest in fulfilling the terms of this Agreement. This includes, but is not limited to, relationships with entities involved in the management, development, or operation of facilities or projects in proximity to the SPCC and MAEC. The COUNTY reserves the right to evaluate such disclosures to ensure the selected operator’s ability to act solely in the COUNTY’s best interests and without undue influence from external interests.

N. PRICING/COSTS/FEES

The COUNTY may enter into negotiations with a CONTRACTOR for the management of the convention facilities. The fees paid to the successful firm will be determined quantitatively and qualitatively with incentives for service and management excellence. Fees will be based on historical fee data from both convention facilities. All fees payable to CONTRACTOR shall adhere to and be in compliance with the safe harbor provisions outlined in Rev. Proc. 2017-13, Rev. Proc. 2016-44 and Rev. Proc. 97-13.

The COUNTY may pay the following maximum fee percentages. Points will be awarded in the Fee Proposal Evaluation Section for fee proposals which are more advantageous to the COUNTY.

1. Fixed Management Fee. As base compensation to CONTRACTOR in consideration of the management services provided herein, the COUNTY proposes to pay to CONTRACTOR an annual fixed fee during the term of the Agreement.

a. The annual fixed fee shall be prorated and paid on a monthly basis over the term of the Agreement. The annual fixed fee shall be 50% of the total fees (fixed fee plus incentive fee) paid to CONTRACTOR. No further adjustment will be made to the ratio in future years. Except as provided under the Indemnification paragraph, VII.C, the funding of all operating expenses, including personnel, insurance, equipment and capital acquisitions, shall be from operational revenues or COUNTY appropriations.

2. Incentive Fee. In addition to the annual fixed fee the COUNTY proposes to pay to CONTRACTOR an annual incentive fee which may be equal to the annual fixed fee, however, in no event shall the incentive fee for any fiscal year exceed the annual fixed fee for such fiscal year. Fifty percent (50%) of the incentive fee will be based on qualitative factors, and the other fifty percent (50%) will be based on quantitative factors.

a. COUNTY proposes to pay incentive payments annually after the close of the COUNTY’s fiscal year and within ninety-(90)-days receipt by the COUNTY of an attestation report from a qualified accounting practitioner on the application of agreed-upon procedures

3. SPCC INCENTIVES

a. Quantitative Incentive Fee. The COUNTY proposes to pay CONTRACTOR an annual quantitative incentive up to 50% of the annual incentive fee based upon actual revenues. Evaluation categories may include food and beverage, vendor services, facility services and parking. Weight of each factor to be agreed upon between the COUNTY and the CONTRACTOR.

b. Qualitative Incentive Fee. The COUNTY proposes to pay CONRACTOR an annual qualitative incentive up to 50% of the annual incentive fee based upon the COUNTY’s evaluation of CONTRACTOR’s performance overall.

Evaluation categories may include client/customer satisfaction, community involvement, maintenance and operations, and contract compliance.

Weight of each factor to be agreed upon between the COUNTY and the

CONTRACTOR.

4. MAEC INCENTIVES

a. Quantitative Incentive Fee. The COUNTY proposes to pay CONTRACTOR an annual quantitative incentive up to 50% of the annual fixed fee based upon actual revenues. This revenue incentive will be awarded if the total current year’s actual revenue exceeds the actual average of the prior three years’ revenues.

b. Qualitative Incentive Fee. The COUNTY proposes to pay CONTRACTOR an annual qualitative incentive up to 50% of the annual fixed fee based upon the COUNTY’s evaluation of CONTRACTOR’s performance overall.

Evaluation categories may include client/customer satisfaction, community involvement, maintenance and operations, and contract compliance.

Weight of each factor to be agreed upon between the COUNTY and the

CONTRACTOR.

5. Budget Adjustment. If, in any year, after COUNTY has approved the operating budget, either the COUNTY requests that revenues, including facility rental, services and other such profit centers, be reduced to facilitate the needs of certain events, and if said revenue reductions are approved by the COUNTY, then the budgeted revenue goal for that year, as submitted by

CONTRACTOR, will be adjusted down to reflect the exact approved revenue reduction amount through an interim budget adjustment approved by the County Council.

6. The COUNTY’s obligation for performance of the Agreement is contingent upon funds being appropriated for payments due under the Agreement. In the event no funds or insufficient funds are appropriated and budgeted in any current or succeeding fiscal year, or in the event there is a reduction in appropriations by the COUNTY due to insufficient revenue, resulting in insufficient funds for payments due or about to become due under the Agreement, the Agreement shall create no obligation on the COUNTY as to such current or succeeding fiscal years and shall terminate and become null and void on the last day of the fiscal year for which funds were budgeted and appropriated or, in the event in the reduction of appropriations, on the last day before the reduction becomes effective.

a. Such termination shall not be construed as a breach of or default under the Agreement and shall be without penalty, additional payments, or other charges to the COUNTY of any kind whatsoever and no right of action for damages or other relief shall accrue to the benefit of the CONTRACTOR, its subcontractors, successors or assigns, as to the Agreement or any portion thereof, which may so terminate and become null and void.

2.4 Length of Agreement

Transition period of 6 months beginning January 1, 2026, with the period of performance under the Agreement shall be effective as of January 1, 2026, and shall continue for a five (5) year period until December 31, 2031. The parties may at the end of the initial performance period of the Agreement, renew the Agreement terms for one additional five (5) year period under the same terms and conditions. The length of the agreement and subsequent renewals is 10 (ten) years, December 31, 2035.

The awarded CONTRACTOR may be asked to participate as a consultant on the owner’s project development team to work with the Architect and Engineer team for the SPCC renovation commencing in the last quarter of 2025.

There is no guarantee that contract(s) will be awarded from this solicitation, nor that the Agreement will be renewed for an additional term.

2.5 Fee and Escalation Clause

The price(s) proposed must be guaranteed through a 5-year period. The County’s budget is on a calendar year. Thereafter, a price adjustment must be requested by July 30th for the following year. A request for a price increase must include sufficient documentation supporting the request. Justification for a price increase should be linked to an independent index or indicator not controlled by either the County or the Proposer and, cannot exceed 3% annually. The County may reject or accept price escalation in its sole discretion. Any price escalation to the contract must be approved by the County as a written amendment to the resulting agreement.

2.6 Insurance and Bond Requirements

Insurance Requirements. Contractor agrees to secure and maintain the following required policies of insurance before commencing work on the project:

A. Workers’ Compensation. Workers’ compensation insurance with statutory limits as required by the State of Utah unless a waiver of coverage is allowed and acquired pursuant to Utah law and Employers Liability insurance with minimum limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy. The policy shall be endorsed to include a written waiver of the insurer's right to subrogate against County. This requirement includes contractors who are doing business as an individual and/or as a sole proprietor as well as corporations, limited liability companies, joint ventures and partnerships.

B. Commercial General Liability. Commercial general liability insurance on a standard occurrence form, in the minimum amount of $1,00,000 per occurrence with a $2,000,000 general policy aggregate. If Contractor maintains higher limits than the specified minimum limits, County requires and shall be entitled to coverage for the higher limits maintained by Contractor. The policy shall protect County and Contractor from claims for damages for personal injury, including accidental death, and from claims for property damage that may arise from Contractor’s acts or omissions under this Contract, whether performed by Contractor itself, any subcontractor, or anyone directly or indirectly employed by either of them. Such insurance shall provide coverage for premises operations, acts of independent contractors, and completed operations. Completed operations insurance shall be maintained for three (3) years after the end of the warranty period.

C. Commercial Automobile Liability. Commercial automobile liability insurance that provides coverage for owned, hired, and non-owned automobiles, in the minimum amount of $500,000 per person, $1,000,000 per accident, $250,000 property damage or a single combined limit of $1,000,000.

D. Errors and Omissions. Contractor shall carry errors and omissions insurance in the minimum amount of $1,000,000 per occurrence with a $2,000,000 general policy aggregate.

E. General Requirements for Liability Insurance.

1. Salt Lake County shall be endorsed as an additional insured on all liability policies. The endorsement shall include liability arising out of ongoing and completed operations by or on behalf of the Contractor in the performance of the Contract. Required policies shall be endorsed to include a written waiver of the insurer's right to subrogate against all persons or entities that are, or are required to be, additional insureds.

2. Required…