RFP-Venue_Management_for_MUSF_2025-2026_final_10.9.24_.pdf

State of California California Exposition & State Fair

REQUEST FOR PROPOSAL

VENUE OPERATIONS MANAGEMENT SERVICES

FOR THE MULTI-USE SPORTS FACILITY

CURRENTLY KNOWN AS HEART HEALTH PARK

RFP # 24-1226

October 9, 2024

You are invited to review and respond to this Request for Proposal (RFP), entitled Venue

Operations Management Services for the Multi-use Sports Facility, currently known as Heart

Health Park (HHP), RFP # 24-1226. In submitting your proposal, you must comply with these instructions.

Note that all agreements entered into with the State of California will include by reference General Terms and Conditions and Contractor Certification Clauses that may be viewed and downloaded at: GTC's and CCC's

An optional facility tour will be conducted on October 17, 2024, at California Exposition &

State Fair (Cal Expo), located at 1600 Exposition Boulevard, Sacramento, California, 95815.

The facility tour will commence in the Administration Building.

The deadline for submitting proposals is Tuesday, October 29, 2024, by 4:00 PM.

If you have questions or should you need any clarifying information, please submit your questions to the email shown below. Answers to all questions will be compiled and posted.

Contracts/Procurement Manager California Exposition & State Fair

Contracts@calexpo.com

Please note that no verbal information given will be binding upon the State unless such information is issued in writing as an official addendum.

CALIFORNIA EXPOSITION & STATE FAIR

P.O. Box 15649 Sacramento, CA 95852-1649 State of California Gavin Newsom, Governor file://///ce-fs-01/Contracts%20Share/ACTIVE%20CONTRACTS/IFB-RFP/24-1226%20Venue%20Management%20for%20HHP/GTC's%20and%20CCC's mailto:Contracts@calexpo.com

Venue Operations Management for Multi-use Sports Facility

RFP #24-1226

A. Background

California Exposition & State Fair (Cal Expo), an independent, self-sufficient state government entity desires to engage a venue operations management company to consult and assist with the operations and management of its multi-use sports facility (the Venue) located in the southeast corner of Cal Expo grounds, in a manner consistent with Cal Expo’s policies and procedures, and state regulations and ordinances.

The multi-use sports facility, owned by Cal Expo, is comprised of a stadium that is approximately 5 acres. Additionally, there is a 2.5-acre parcel attached to the concourse of the stadium that houses food service, team locker trailers, restroom and shower trailers, a merchandise stand, and other smaller items to support the usage of the Venue. The Venue has a permitted capacity of 11,800 for sporting events. The current anchor tenant is Sacramento Republic Football Club (SRFC) who has occupied the Venue since 2014.

When the Venue is not being utilized as the home pitch for SRFC, it serves as a venue for other sporting matches, various events, and concerts year-round. There is a movable stage located on the south side of Venue. Festival-style concerts have a permitted capacity of 13,500 attendees.

B. General Information

1. Soccer Schedule: The 2025 season begins in March and concludes in October, with approximately 20 home games. If successful during the regular soccer season, playoff matches are scheduled for November. Additionally, SRFC participates in the Lamar Hunt US Open Cup with matches usually scheduled beginning in April. This is a single elimination Cup series.

2. Miscellaneous Events: For reference, the 2024 concert schedule included 4 concerts, 2 graduations, and several brew fests.

3. Holiday event: In recent years, the Venue has hosted a holiday light show from November to January.

Currently, Oak View Group (OVG) Hospitality is Cal Expo’s year-round master food concessionaire. OVG Hospitality schedules and services all food, beverage, and alcohol service for the property, including sub-concessionaires.

Awardee shall meet with Cal Expo staff and concessionaires, regularly, throughout the year to ensure and demonstrate Awardee’s willingness and ability to provide necessary services. When Awardee is notified of issues, Awardee shall be on-site within a reasonable time, of no less than one hour, to address the issue immediately. Awardee shall cooperate with Cal Expo and work diligently and in good faith to correct any issues expeditiously.

RFP #24-1226

Cal Expo has a year-round police department that provides security and police officers to all events at the Venue. The scheduling and oversight of security and police is provided by the Cal Expo Police Department. The cost for these services is included in the billing for all events at the Venue.

Cal Expo has staff responsible for parking, maintenance, box office, event services, and police and security requirements for events held at the Venue. The cost of these services is included in the billing for all events at the Venue.

C. Scope of Services

1. Venue Operations and Management: Proposer shall provide consultation and onsite management of all events at the Venue, including booking and managing concerts, and providing management of SRFC activities, which includes games and practices.

Responsibilities include:

• Event scheduling, booking, and contracting

• Facility operations and event management

• Financial reporting and accountability

• Marketing, sales, and administration

a. Engagement: Cal Expo shall engage a Venue Operations Management company to manage, operate, and promote the multi-use sports facility for concerts and other live events consistent with the terms and conditions of this RFP. The successful Operator agrees to provide such Venue Operations Management services in a manner consistent with similar services provided to other first-class facilities during the term of the Agreement.

b. Services to be provided include, but are not limited to:

1) Maintain, on behalf of Cal Expo, an event booking calendar containing relevant information about future events scheduled to occur at the multi-use sports facility.

2) Employ, supervise, and direct Venue Management Operations employees and personnel.

3) Provide adequate and qualified staffing during concerts and sporting events.

Provide adequate, highly qualified updates and improvements to the multi-use sports facility website

4) Coordinate with Cal Expo management to prepare an operations annual budget for the Venue.

5) Venue Operations Management shall adhere to proper state contracting guidelines and instruments to procure goods and

RFP #24-1226

services approved by the State of California Department of General Services.

6) Venue Operations Management shall keep full and accurate accounting records relating to any and all event activities at the multi-use sports facility, including final event settlement.

7) Venue Operations Management shall submit monthly reports, due at the end of the month, to include recap of events/activities managed:

• Dates

• Personnel cost (Cal Expo staff)

• Contracted services

• Event promoters contacted

• Secured events

• Progress towards preparation activities of future schedule events

• Maintenance records/vendors verified as satisfactory for completing services

2. Proposer shall obtain Cal Expo’s written approval for all dates before finalizing booking agreements at the Venue. An email approval by the designated Cal Expo liaison shall meet the requirements of this section.

3. Proposer must provide Cal Expo with best and final financial information in advance of final contract execution for all event requests and bookings, including concerts and festivals. All contracts for the operation of the Venue shall be entered into in the name of Cal Expo and must be signed by Cal Expo.

4. Prior to making any purchase for goods or services, Proposer will verify with Cal Expo that a contract is in place for the services, or that Cal Expo already owns the goods needed. If there is an existing contract, Proposer shall make a request at contracts@calexpo.com to utilize the services from the contractor. This request shall be made at least 14 days in advance of the event or need. For equipment and services already provided by Cal Expo, a work order shall be created via email to maintenance@calexpo.com no later than seven (7) days prior to the event.

5. For any service that has an expense bore by Venue Operations Management, reimbursement requests will be submitted to Cal Expo seven

(7) days after the end of the event.

6. Proposer shall provide Cal Expo with all financial information, including but not limited to deposits, rental fees, operating and event costs, in connection with an event within five (5) calendar days of request. All funds shall be handled by Cal Expo accounting.

Venue Operations Management for Multi-Use Sports Facility

RFP #24-1226

7. Proposer shall maintain insurance policy limits as set forth herein.

8. Proposer shall comply with Hold Harmless and Indemnification provisions set forth herein.

D. Cal Expo Roles and Responsibilities

Cal Expo shall pay Proposer a monthly flat fee for its venue operations management services and a revenue share based on minimum gross revenue.

1. Cal Expo shall be responsible for, prior approved, reasonable expenses that are not already available through Cal Expo’s approved vendors. Cal Expo shall not be responsible for reimbursing unapproved expenses. Cal Expo shall respond to Proposer within 10 working days of a submitted event budget.

Proposer shall, not later than 30 days of a prior approved event, prepare and submit a detailed budget projecting event revenues and expenses for Cal Expo’s review and approval. Proposer can include in its proposed budget a reasonable discretionary amount that will serve to cover any unforeseen incidentals that may arise for an event leading up to and during the event.

2. All revenue generated from the operation of the Venue shall belong to Cal Expo, subject to its payment of the operating expenses and the management fee with limitations. Proposer will not be responsible for any prior approved operating expenses, operating losses or capital expenses related to its management and operation of the Venue, with the exception of losses by Venue Operations Management as a result of poor/negligent performance.

3. Term: The term of this Agreement shall commence on January 1, 2025 and shall terminate on December 31, 2026, unless it is either extended or sooner terminated in accordance with the provisions of this Agreement. This Agreement may be extended for an additional year, through December 31, 2027, but only if Cal Expo and Proposer mutually agree to so extend this Agreement.

4. Early Termination: This Agreement may be terminated early, consistent with the provision listed below.

Lack of appropriations and/or Operating Funds. This Agreement is executory only to the extent of the monies appropriated and available to support the purpose of this Agreement. In the event that Cal Expo, in its sole discretion, determines that sufficient appropriations and/or operating funds are not available to continue the Venue Operations Management Agreement, Cal Expo may terminate this Agreement, and such early termination shall be without penalty to Cal Expo.

RFP #24-1226

E. Minimum Qualifications for Proposers

The proposer must demonstrate that it meets the following minimum qualifications to be considered responsive to this RFP. Failure to satisfy the minimum qualifications shall be cause for rejection of the respondent’s proposal.

1. Relevant Experience: Proposer qualifications and demonstrated experience.

Must have been in business as Venue Operations Manager at a venue with at least 150,000 patrons annually.

2. In-depth knowledge of financial planning, proforma, and project budgets.

3. Five years’ experience in the entertainment/venue management industry.

4. Three (3) favorable references in servicing outdoor entertainment venues.

5. Three (3) years of financial statements showing net revenue gains.

F. Proposal Requirements and Information

1. Key Action Dates

Event Date

RFP Published October 9, 2024

Optional Facility Tour October 17, 2024, 10:00 AM

Questions Due October 21, 2024, 5:00 PM

Answers Provided October 23, 2024

Final Date for Proposal Submission October 29, 2024, 4:00 PM

Notice of Scoring Committee Results November 1, 2024 (tentative)

2. Required Proposal Content

a) Provide evidence which demonstrates that the proposer meets the minimum requirements as described in Section C, Scope of Services, of this RFP.

RFP #24-1226

b) Provide detailed information, i.e., event name, address, telephone number, contact name, and event dates that the proposer has served in a Venue Manager capacity.

c) Provide three (3) references, including contact name and phone number from venue management companies that the Proposer has worked with within the last five (5) years.

d) Identify the individual(s) on the Proposer’s account team who will manage the Agreement work. Document individual’s overall experience in Venue Management, including those events and/or venues similar to that of HHP.

e) Provide and utilize Booking Policy and Event Recap documents for the

Venue.

f) Provide Financial Statements for the last three (3) years.

g) Additional Information:

(1) Along with the mandatory requirements, the proposer may also include any other relevant asset or venue management tools.

Proposals will be scored based on the information submitted in the proposal.

3. Submission of Proposal:

a) Proposals should provide straight forward and concise descriptions of the proposer's ability to satisfy the requirements of this RFP. The proposal must be complete and accurate. Omissions, inaccuracies or misstatements will be sufficient cause for rejection of a proposal.

b) The proposal package should be prepared in the least expensive method.

c) All proposals must be submitted via email and sent to Cal Expo by dates and times shown in Section F, Proposal Requirements and Information.

Proposals received after this date and time will not be considered.

Contracts@calexpo.com

Contracts/Procurement Manager California Exposition & State Fair

RFP #24-1226

mailto:Contracts@calexpo.com

If the proposal is made under a fictitious name or business title, the actual legal name of proposer must be provided.

g) All proposals shall include the documents identified in Section G, Required Attachments. Proposals not including the proper "required attachments" shall be deemed non-responsive. A non-responsive proposal is one that does not meet the basic proposal requirements.

h) Proposals must be submitted for the performance of all the services described herein. Any deviation from the work specifications will not be considered and will cause a proposal to be rejected.

i) A proposal may be rejected if it is conditional or incomplete or if it contains any alterations of form or other irregularities of any kind. Cal Expo may reject any or all proposals and may waive any immaterial deviation in a proposal. Cal Expo’s waiver of immaterial deviation shall in no way modify the RFP document or excuse the proposer from full compliance with all requirements if awarded the agreement.

j) Costs incurred for developing proposals and in anticipation of award of the

Agreement are entirely the responsibility of the proposer and shall not be charged to Cal Expo.

k) An individual who is authorized to bind the proposing firm contractually shall sign the Attachment 1, Proposal/Proposer Certification Sheet. The signature must indicate the title or position that the individual holds in the firm. An unsigned proposal may be rejected.

l) A proposer may modify a proposal after its submission by withdrawing its original proposal and resubmitting a new proposal prior to the proposal submission deadline as set forth in the Key Action Dates. Proposal modifications offered in any other manner, oral or written, will not be considered.

m) A proposer may withdraw its proposal by submitting a written withdrawal request to Cal Expo, signed by the proposer or an authorized agent. A proposer may thereafter submit a new proposal prior to the proposal submission deadline. Proposals may not be withdrawn without cause subsequent to proposal submission deadline.

n) Cal Expo may modify the RFP prior to the date fixed for submission of proposals by the issuance of an addendum to all parties who received a proposal package.

o) Cal Expo reserves the right to reject all proposals. Cal Expo is not required to award an agreement.

p) Before submitting a response to this solicitation, proposers should review, correct all errors, and confirm compliance with the RFP requirements.

q) More than one proposal from an individual, firm, partnership, corporation, or association under the same or different names, will not be considered.

r) Cal Expo does not accept alternate contract language from a prospective contractor. A proposal with such language will be considered a counter proposal and will be rejected.

s) No oral understanding or agreement shall be binding on either party.

4. Evaluation Process

a) At the time of proposal opening, each proposal will be checked for the presence or absence of required information in conformance with the submission requirements of this RFP.

b) Proposals that contain false or misleading statements, or which provide references, which do not support an attribute or condition claimed by the proposer, may be rejected.

c) Award, if made, will be to the highest scored responsible proposal.

d) Proposal Evaluation: The proposals that meet the minimum qualifications will be evaluated and scored according to the criteria indicated below.

Proposal Rating/Scoring Criteria

Maximum Possible Points

Venue Operations Management experience (including event scheduling, booking and contracting, facility operations and event management, financial reporting and accountability, marketing, sales and administration, and legal and risk management) as well as employing and supervising venue management employees and personnel

Proposing/providing booking policy and event recap documents for use at the Venue

Experience and references in servicing outdoor venues such as Heart Health Park

Venue Operations Management Cost Proposal, including Revenue Sharing proposals submitted

TOTAL POSSIBLE POINTS 100

5. Award of Agreement: All parties that submit a timely proposal will be notified, via email, of the results of the scoring committee.

6. Disposition of Proposals

a) Upon proposal opening, all documents submitted in response to this RFP will become the property of Cal Expo and will be regarded as public records under the California Public Records Act (Government Code Section 6250 et seq.) and subject to review by the public.

G. Required Attachments

Refer to the following pages for additional Required Attachments that are a part of this RFP.

Mandatory forms for completion and inclusion into your proposal submittal are:

Attachment 1: PROPOSAL/PROPOSER CERTIFICATION SHEET Attachment 2: FINANCIAL COST PROPOSAL Attachment 2B: IF SUBMITTING A REVENUE SHARE PROPOSAL Attachment 3: GENAI REPORTING AND FACT SHEET

Attachment 4: CALIFORNIA CIVIL RIGHTS LAWS CERTIFICATION

ATTACHMENT 1

PROPOSAL/PROPOSER CERTIFICATION SHEET

This Proposal/Proposer Certification Sheet must be signed and returned along with all the "required attachments" as an entire package with original signatures.

A. Place all required attachments behind this certification sheet.

B. The signature affixed hereon and dated certifies compliance with all the requirements of this proposal document. The signature below authorizes the verification of this certification.

An Unsigned Proposal/Proposer Certification Sheet May Be

Cause For Rejection

1. Company Name 2. Telephone Number 2a. Fax Number

3. Address

Email address

Indicate your organization type:

4. Sole Proprietorship 5. Partnership 6. Corporation

Indicate the applicable employee and/or corporation number:

7. Federal Employee ID No.

(FEIN)

8. California Corporation No.

9. Indicate applicable license and/or certification information:

10. Proposer’s Name (Print) 11. Title

12. Signature 13. Date

Completion Instructions for Proposal/Proposer Certification Sheet

Complete the numbered items on the Bid/Bidder Certification Sheet by following the instructions below.

Item Numbers

Instructions

1, 2, 2a, Must be completed. These items are self-explanatory.

Check if your firm is a sole proprietorship. A sole proprietorship is a form of business in which one person owns all the assets of the business in contrast to a partnership and corporation. The sole proprietor is solely liable for all the debts of the business.

Check if your firm is a partnership. A partnership is a voluntary agreement between two or more competent persons to place their money, effects, labor, and skill, or some or all of them in lawful commerce or business, with the understanding that there shall be a proportional sharing of the profits and losses between them. An association of two or more persons to carry on, as co-owners, a business for profit.

Check if your firm is a corporation. A corporation is an artificial person or legal entity created by or under the authority of the laws of a state or nation, composed, in some rare instances, of a single person and his successors, being the incumbents of a particular office, but ordinarily consisting of an association of numerous individuals.

7 Enter your federal employee tax identification number.

Enter your corporation number assigned by the California Secretary of State’s Office. This information is used for checking if a corporation is in good standing and qualified to conduct business in California.

Complete, if applicable, by indicating the type of license and/or certification that your firm possesses and that is required for the type of services being procured.

10, 11, 12, 13

Must be completed. These items are self-explanatory.

RFP #24-1226

ATTACHMENT 2

FINANCIAL COST PROPOSAL

Name of Proposer: ____________________________________________________

Signature of Proposer: _________________________________________________

Venue Operations Management Cost Proposal

Venue Operations Management Fee $_____________/month

Year 1: Jan. 1 – Dec. 31, 2025 $_____________/mo X 12 = $________________/yr Total monthly fee Total annual fee

Year 2: Jan. 1 – Dec. 31, 2026 $_____________/mo X 12 = $________________/yr Total monthly fee Total annual fees

GRAND TOTAL = $ ________________________

Year 1 + Year 2

Optional Year

Year 3: Jan. 1 – Dec. 31, 2027 $_____________/mo X 12 = $______________/yr

Total monthly fee Total annual fees

** If opting to submit a revenue share proposal, please include in the proposal package identified as Attachment 2B.

Note:

Cost proposal may be negotiated to best meet Cal Expo’s needs.

RFP #24-1226

ATTACHMENT 3

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

GENAI REPORTING AND FACT SHEET PROCUREMENT DIVISION

STD 1000 (REV. 07/2024)

Generative Artificial Intelligence (GenAI) Reporting and Factsheet

Solicitation / Contract Number Bidder ID / Vendor ID (optional)

Business Name Business Telephone Number

Business Address City State Zip Code

Contract / Description of Purchase

Will you and/or your subcontractor(s) be using or offering GenAI technology, model, service, or system (collectively, “product”)? Yes No (If no, skip to Signature section of this form.)

If yes, provide details regarding the GenAI system. See GenAI Reporting and Factsheet Instructions at the end of this form for more information.

Failure to provide information requested on this form may result in disqualification or may void any resulting contract.

GENAI REPORTING AND FACT SHEET PROCUREMENT DIVISION

STD 1000 (REV. 07/24)

2. (GenAI powered, or driven), applications / product owner

3. Product

Description

4. Use Case(s)

5. Intended

Information Domain

6. Explain how the GenAI system is not adversely affecting decisions that materially impact access to, or approval for, housing or accommodations, education, employment, credit, health care, and criminal justice.

By signing this document, I have identified and reported any GenAI use in the performance of this contract. If any new or previously unreported GenAI use is identified in the future in the performance of this contract, we will complete and submit to the State an updated STD 1000.

Signature Date

Submit completed form to the awarding department

GENAI REPORTING AND FACT SHEET PROCUREMETN DIVISION

STD 1000 (REV. 07/2024)

GenAI Reporting and Factsheet Instructions

Please use the following definitions and instructions to complete the GenAI Reporting and Factsheet:

1. GenAI Model Name, LLM Version (including number of parameters) & list ALL model names/owners for the solution or offering

a. Definition: The unique identifier or name assigned to the specific GenAI model or service.

b. Purpose: Allows users to refer to and distinguish between different GenAI models.

2. (GenAI powered, or driven), applications/product owner:

a. Definition: The name of the organization or entity responsible for creating or deploying the GenAI model or service.

b. Purpose: Helps identify the source and accountability for the GenAI system.

3. Product Description:

a. Definition: A concise summary of the GenAI model’s purpose, functionality, and key characteristics.

b. Purpose: Provides a high-level understanding for users and stakeholders.

4. Use Case(s):

a. Definition: The intended use or goal of the GenAI model (e.g., image recognition, natural language processing, text summarization).

b. Purpose: Helps users assess whether the GenAI model aligns with their needs.

5. Intended Information Domain:

a. Definition: The context, subject matter, or domain for which the GenAI model is designed to operate effectively.

b. Purpose: Helps users determine if the GenAI model is suitable for their specific use case.

6. Adverse Impact:

a. Explain below how you are ensuring the GenAI system is not adversely affecting decisions that materially impact access to, or approval for, housing or accommodations, education, employment, credit, health care, and criminal justice.

7. Signature:

a. The signatory for the Contract shall also sign the STD 1000

ATTACHMENT 4

CALIFORNIA CIVIL RIGHTS LAWS CERTIFICATION

You must complete this certification if your total bid is $100,000.00 or more. Your bid may be deemed non-responsive by Cal Expo if you fail to complete, sign, and submit this document with your bid.

Pursuant to Public Contract Code Section 2010, the bidder/proposer/contractor hereby certifies compliance with the following:

1. CALIFORNIA CIVIL RIGHTS LAWS: The bidder/proposer/contractor certifies compliance with the Unruh Civil Rights Act (Section 51 of the Civil Code) and the Fair Employment and Housing Act (Section 12960 of the Government Code); and

2. EMPLOYER DISCRIMINATORY POLICIES: If the bidder/proposer/contractor has an internal policy against a sovereign nation or peoples recognized by the United States government, the bidder/proposer/contractor certifies that such policies are not used in violation of the Unruh Civil Rights Act (Section 51 of the Civil Code) or the Fair Employment and Housing Act (Section 12960 of the Government Code).

BIDDER/PROPOSER/CONTRACTOR CERTIFICATION

I, the official named below, certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct:

Bidder/Proposer/Contractor Firm Name (Printed):

Federal ID Number:

By (Authorized Signature):

Printed Name and Title of Person Signing:

Date Executed:

Executed in the County and State of:

Sample Standard (Venue Management) Agreement

In addition to the Scope of Services included in this RFP, Proposer will be required to agree to the following or similar terms and conditions:

Generative AI (GenAI) Disclosure & Factsheet

The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

Proposers must notify the State in writing if their solution or service includes, or makes available, any GenAI technology, including GenAI from third parties or subcontractors. The State has developed a GenAI Disclosure & Factsheet to be completed by the Proposers.

Failure to disclose GenAI to the State and submit the GenAI Disclosure & Factsheet will result in disqualification of the Proposers and may void any resulting contract. The State reserves its right to seek any and all relief it may be entitled to as a result of such non-disclosure.

Upon receipt of a Proposal GenAI Disclosure & Factsheet the state reserves the right to incorporate GenAI Special Provisions into the final contract or reject proposals that present an unacceptable level of risk to the state.

TERMS AND CONDITIONS

A. Premises

1. Grant of Rights, Definition of Terms: Cal Expo grants to Proposer the exclusive right to operate and maintain a multi-use sports facility (sports facility) on the Cal Expo grounds. Cal Expo and Proposer acknowledge and agree that intended uses by Cal Expo of such facility is to provide a home field for SRFC minor league soccer games and related activities, as well as other events and concerts which do not conflict or compete with other events and programs held at Cal Expo, which are specifically approved by Cal Expo on a case-by-case basis. See Exhibit A for site map and pictures of facility.

2. Warranties: Cal Expo warrants that it has the power to consummate the transaction and take the actions contemplated under this Request for Proposal. Proposer warrants that it has the power to consummate the transactions and take the actions contemplated under this Agreement.

3. Consent to Jurisdiction and Venue: This Agreement is to be performed in the County of Sacramento, State of California. Proposer hereby expressly agrees and consents to the personal jurisdiction of the Courts of the State of California https://www.documents.dgs.ca.gov/dgs/fmc/pdf/std1000.pdf https://www.documents.dgs.ca.gov/dgs/fmc/pdf/std1000.pdf in the County of Sacramento for any purpose or matter whatsoever alleged by any petition, complaint, or other pleading by Cal Expo relating to this Agreement. Proposer further consents and agrees that service of any process necessary in connection with any proceeding alleged to arise out of this Agreement may be made by Cal Expo on Proposer by registered mail, postage prepaid, to Proposer at its main offices in Sacramento which service of process shall be fully effective in all respects as personal service lawfully made on Proposer in the State of California.

4. Parking and Access to Premises

Parking: Cal Expo shall provide convenient and adequate parking areas for customers of Proposer at all times that Proposer is conducting activities at the sports facility in accordance with this Agreement. Cal Expo may charge for such parking in accordance with the terms of this Agreement. Cal Expo is not required to provide an exclusive parking area for Proposer’ customers, but Cal Expo shall not provide to any other party parking rights that would exclude Proposer’ customers from parking areas convenient to the sports facility.

Cal Expo shall provide, at no charge, reasonably convenient parking for employees and service personnel of Proposer (which parking need not be as convenient as customer parking) at such areas as Cal Expo shall designate and redesignate. Such parking areas may be changed, at Cal Expo’s discretion, during the annual California State Fair (State Fair).

A. Gates and Parking Lots: All references to particular gates and parking lots in this Agreement shall refer to the particular gates and parking lots as they are designated on the date of this Agreement.

5. Facility Fee: Proposer agrees that, unless otherwise approved by Cal Expo, a negotiated per ticket facility fee will be charged on all tickets to the multi-use sports facility events.

6. Reserved Rights of Cal Expo

A. Cal Expo reserves the right to renegotiate the terms and conditions of this

Agreement should SRFC relocate to another facility and Cal Expo’s operational needs change.

B. Cal Expo’s Control Over Balance of Grounds: Except as limited in this Agreement, Cal Expo expressly reserves the right to grant, during the term hereof or any extension, the right to operate concessions on the State Fair site other than the Premises including, but not limited to, concessions for food and beverage, souvenirs, novelties, crafts, commercial items, and other items and services provided at fairs, expositions, or other interim events on the Cal Expo grounds.

C. Cal Expo’s Right to Levy Charges

1) During the period of the State Fair, Cal Expo may levy a charge for admission to the State Fair site, and, notwithstanding any other provision of this Agreement, such charge shall be applicable to all of Proposer’ customers.

2) During periods other than the State Fair, Cal Expo may, from time to time, in addition to any charge for parking, levy a separate charge for admission to portions of the Cal Expo grounds, other than the Premises pedestrian access areas, drop off areas, and parking areas provided under this Agreement, and such charge may apply to Proposer’ customers, employees and service personnel, provided that such charge shall not be levied for the sole privilege of access to the Premises.

D. Review of Items Sold: Except as limited in this Agreement, and subject to the

Dispute Resolution procedure set forth herein, Cal Expo reserves the right to prohibit the sale or rental of any item which it reasonably deems objectionable from the standpoint of taste, quality, or compatibility with Cal Expo’s activities, but shall not exercise this right for the purpose of controlling the economic return to Proposer or to protect exclusive licensing or similar arrangements between Cal Expo and others. Proposer, upon written request of Cal Expo, shall submit items for approval within a reasonable time prior to proposed sale or rental. Cal Expo shall respond to requests for approval within five (5) days of receipt of written request for approval.

E. Cal Expo’s Right to Make Improvements: Cal Expo expressly reserves the right to inspect, investigate, survey, construct, reconstruct, replace, repair, maintain, and operate water lines, sewer lines, telephone lines, electrical power lines together with appurtenant facilities along the route of such lines and facilities existing throughout the Premises, and to authorize others to do so as necessary as determined by Cal Expo, for the administrative management and development of the Cal Expo grounds. Proposer will be given reasonable notice when such work may become necessary and shall adjust its operations in such manner that Cal Expo may proceed expeditiously. Cal Expo shall not exercise this right in such a way as to unreasonably interfere substantially with Proposer’ operations or customer access to the sports facility or in such a way as to unreasonably detract from the appearance of the sports facility or unreasonably deter or discourage patronage of the sports facility.

1) Noise Control Ordinance: Proposer agrees to abide by the City of

Sacramento noise control ordinance, Chapter 66 (commencing with Section 66.101) of the Sacramento City Code, adopted by the City of Sacramento and in effect on December 1, 1983. Amendments to the ordinance made after December 1, 1983, are not directly applicable to the California Exposition & State Fair.

E. Identifying Signs:

1) Signs: Proposer, subject to the sole discretion of Cal Expo and on terms mutually agreed upon by the parties, including reasonable charges levied by Cal Expo for such rights, may locate identifying or directional signs at locations on the Cal Expo grounds with the prior approval of Cal Expo.

2) Approval: Cal Expo shall not unreasonably withhold approval of any signs proposed by Proposer pursuant to this paragraph. In evaluating any signs proposed by Proposer, Cal Expo shall use the same standards applied by Cal Expo to its own signs in the area for which the sign is proposed, or, if Cal Expo has no signs in such area, in comparable areas of the Cal Expo grounds.

F. Promotion and Advertising: Proposer shall have sole control over advertising and promotion of its facilities and attractions, provided that, without further consent of Cal Expo, Proposer shall have the right to use the names "Cal Expo", "State Fair," or similar terms only for purposes of identifying the location of its facilities. Cal Expo, in its sole discretion, may provide to Proposer the right to advertise or promote on other portions of the Cal Expo grounds, its facilities, and activities on the Premises, and Cal Expo may levy a separate charge for such right.

7. Standards of Quality, Value, and Service:

A. Proposer must provide an on-site manager with the authority to make decisions necessary to address any matters pertaining to proper operations under this Agreement.

B. Proposer is fully responsible for ensuring that all Proposer' employees shall be clean in appearance, courteous, and fully trained to provide a level of service deemed acceptable by Cal Expo’s Chief Executive Officer or designee. If the opinion of Cal Expo’s Chief Executive Officer or designee is such that an employee fails to meet reasonable standards, Proposer will be notified and employee will be made to meet standards or discontinue employment.

C. All employees must be easily identifiable by the use of employee identification badges, uniforms, or a combination of these items. All uniforms must be neat in appearance and meet standards acceptable for a family entertainment facility.

All uniforms are subject to the approval of Cal Expo’s Chief Executive Officer or designee.

D. Proposer will be responsible to provide a level of service to the patron which

Cal Expo deems commensurate with other similar establishments.

8. Security:

A. Cal Expo shall provide peace officer security service to Proposer during the term of the Agreement at a level consistent with its whole operation on the premises and will exercise reasonable precaution for the property of Proposer.

Cal Expo, however, assumes no responsibilities for any loss or damage to the property of Proposer.

B. If additional security is requested by Proposer, Proposer shall, after consultation with Cal Expo's Chief of Police, develop a security plan and Proposer shall reimburse Cal Expo for the cost of any additional peace officers or security guards furnished to Proposer by Cal Expo.

C. The General Manager or the General Manager’s designee shall have the final decision in connection with staffing, scheduling, and coordinating of all peace officers and security guards.

9. Maintenance:

A. Proposer’ Responsibilities: Proposer agrees to maintain any and all facilities at the multi-use sports facility in good order during the entire term of this Agreement. At the beginning of each year, Proposer shall provide Cal Expo with a projected maintenance schedule for the upcoming year.

10. Utilities and Services:

A. Payment of Utility Charges: Cal Expo shall assume responsibility, when due, all charges for gas, power, telephone, light, and any other utility services accruing or payable in connection with its occupancy of the premises and any part thereof, including deposits, connection fees or charges and equipment rental required by the supplier of any such utility service.

B. Refuse Disposal: It is understood that Cal Expo has, and will continue to have in the future, an exclusive agreement with a refuse company for the disposal of refuse on the Cal Expo grounds and Proposer hereby agrees that all of its facilities located on the sports facility premises will be subject to the terms, conditions, and unit price of said agreement for the disposal of its refuse.

11. Prevailing Wage Rates: Proposer will pay its employees based on the prevailing wage rates. A copy of the prevailing rate of per diem wages is available at www.dir.ca.gov. (California Labor Code section 1771) http://www.dir.ca.gov/

12. Breach of Agreement: This Agreement is made upon the condition that if a breach is made in any of the terms, agreements, conditions, or covenants herein contained on the part of Proposer, or should Proposer become solvent or bankrupt, either voluntarily or involuntarily, then, and in such event at the option of Cal Expo, this Agreement shall cease and terminate, and Cal Expo may enter upon and take possession of the premises and Proposer shall vacate the premises within thirty

(30) days after this Agreement is terminated, and Proposer agrees to pay all costs incurred by Cal Expo in its taking possession of the premises.

13. Taxes: This Agreement may create a possessory interest in public property which is subject to property taxation. Proposer shall comply with all laws, regulations, and ordinances regarding the collection of taxes due any government agency, and otherwise administer the same. Cal Expo acknowledges that Proposer intends to pursue all legal remedies available to it in the event such a tax is levied by a governmental agency.

14. Dispute Resolution: The parties agree to the following dispute resolution procedure to cover any and all disputes arising under the lease:

Mediation: In the event of a dispute, claim, or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation, or validity thereof, and such dispute, claim, or controversy cannot be informally resolved by the parties, the parties agree to formally mediate the dispute prior to initiating arbitration as set forth in subparagraph (b) below. The parties agree to share equally in the costs associated with mediation.

A. Arbitration: In the event mediation fails to resolve a dispute, claim, or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope of applicability of the Agreement to arbitrate, the parties agree to submit the unresolved matter to arbitration and shall be bound by the determination of one arbitrator in Sacramento, California. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.

B. Venue in Sacramento: The parties to this Agreement agree that any action at law or suit in equity, relating to this Agreement or any provision thereof, shall only be instituted and maintained in a court of competent jurisdiction in the County of Sacramento, State of California. Each party hereto waives the right to change of venue.

C. Notwithstanding the foregoing, in the event litigation is instituted by one party against the other, the parties agree that, in addition to any other remedies that this Agreement or the law may allow the prevailing party in such litigation shall recover all reasonable costs, including reasonable attorney’s fees.

15. Property Damage: Cal Expo shall not be liable for loss or damage to the property of

Proposer from any cause whatsoever. Any damage to Cal Expo property caused by Proposer its employees or agents, not associated with normal wear and tear, shall be responsibility of Proposer.

16. Management Representative:

A. Cal Expo Representative: For purposes of this Agreement, the Chief Executive

Officer for Cal Expo, herein called “CEO,” is the Cal Expo representative in direct charge of the Cal Expo grounds. The CEO shall designate to staff the day-to-day administration of this agreement and to be Proposer’ contact with Cal Expo for information, agreement performance, and other issues that may arise.

B. Proposer Representative: Proposer shall designate, in writing, a representative

(which may be the General Manager) who shall be available at the multi-use sports facility or otherwise reasonably available during the period when Proposer’s facilities are in operation and who shall be authorized to take immediate action when necessary upon request of Cal Expo.

C. Change in Representative: Either party may change its designated representative from time to time by giving written notice thereof to the other party in the manner herein provided.

18. Hold Harmless:

A. Proposer shall defend, indemnify, and hold harmless the State of California, Cal

Expo, and their respective agencies, officers, directors, employees, agents, and representatives (collectively Indemnitees) from and against any liability, claim, action, suit, loss, damage, or expense (including, but not limited to, reasonable attorney’s fees) for injury to persons or damage to property arising out of or connected with the performance of this Agreement to the extent such liability, claims, and expenses arise out of or are connected with the negligent act or omission or willful misconduct of Proposer, its officers, employees, agents, or representatives.

B. It is the intent of the parties that Proposer will indemnify and hold harmless Cal

Expo, its officers, and employees from any and all claims, suits or actions as set forth In the event Cal Expo or State is named as co-defendant, Proposer shall notify Cal Expo and State of such fact and shall represent Cal Expo and State in such legal action unless Cal Expo and State undertakes to represent itself as co-defendant in such legal action, in which event Proposer shall bear Cal Expo’s and State's reasonable litigation costs, expenses, and attorney's fees.

RFP #24-1226

19. Insurance

A. General Liability Insurance:

1) At all times Proposer shall maintain at its own cost and expense commercial general liability insurance coverage with minimum limits of at least $1,000,000 per occurrence, and $2,000,000 combined single limit for bodily injury and property damage and cover damages for bodily injury, property damage, personal injury liability, and products and completed operations liability.

a) The general liability insurance coverage shall include the following provisions: State of California, California Exposition & State Fair, its agents, officers, directors, employees, and servants are made additional insured but only insofar as the operations under this agreement are concerned.

2) Proposer shall maintain at its own cost Umbrella Liability insurance at no less than $5,000,000, extending coverage for General Liability, Automobile Liability, and Workers’ Compensation.

3) Cal Expo shall not be responsible for the payment of any premiums or assessments on the policy.

4) Proposer shall submit insurance certificates to Cal Expo for approval by appropriate agencies prior to the commencement of operation on the premises. At least thirty (30) days prior to the expiration of any policy, a new insurance certificate with renewal information shall be filed with Cal Expo. Contractor shall furnish Cal Expo a certified copy of the policy within ten (10) days upon request.

5) Certificate of Insurance and/or policy must cover for the term of the agreement including the period described as set-up and clean-up period, if any.

6) Proposer agrees that the liability insurance herein provided shall be in effect at all times during the term of this agreement. In the event said insurance coverage expires at any time or times during the term of this agreement, Contractor agrees to provide the California Exposition & State Fair, PO Box 15649, Sacramento, CA 95852, a new certificate of insurance evidencing insurance coverage as provided for herein for not less than one year or the remainder of the term of this agreement. New Certificates of Insurance are subject to the approval of the California Exposition & State Fair and Contractor agrees that no activity by Contractor contemplated by this agreement be performed after the insurance expires and prior to the giving of such approval. In the event Contractor fails to keep in effect at all times during the term of this agreement the insurance coverage as herein provided, Cal Expo may, in addition to any other remedies it may have, terminate this agreement upon the occurrence of such event.

B. Worker’s Compensation Insurance: Proposer certifies that it is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor affirms to comply with such provisions before commencing the performance of the work of this agreement. Proposer’s workers compensation insurance policy shall be endorsed with a waiver of subrogation in favor of the State of California in the event the proposer employs any person, in any manner, that is subject to the Workers Compensation Laws of California.

C. Automobile Liability Insurance: At all times Proposer shall maintain, at its own cost and expense, automobile liability insurance coverage with limits not less than $1,000,000 combined single limit per accident.

D. Fire Insurance: Proposer shall provide fire and extended coverage, at its current replacement value, of all equipment and assets used by Proposer. The insurer will not cancel or reduce the Proposer' coverage without thirty (30), days prior written notice to Cal Expo. In the event of destruction, loss, or damage by fire or other cause of any of the Cal Expo-owned buildings, improvements, or fixtures used in connection with said concession, which in the opinion of Cal Expo (notification of which opinion shall be given Proposer in writing within fifteen (15) days after such occurrence), cannot be repaired within one hundred-eighty (180) days, either party may terminate this Agreement by notice in writing to the other party given within fifteen (15) days after such notification. In the event of such termination, Cal Expo shall be entitled to any fire insurance proceeds, as its interest may appear. In the event of such destruction, loss, or damage, and if the Agreement is not terminated under this paragraph, any buildings, improvements, or fixtures constructed by Cal Expo or Proposer (with insurance proceeds or otherwise) shall, in the State's discretion, be subject to the terms and provisions of this Agreement.

20. Independent Capacity: Proposer, and the agents and…