Services_RFP_GH AMPHITHEATER- Final copy 8.27- cc.docx

San Bernardino County Purchasing Department Request for Proposal Glen Helen Amphitheater Redevelopment No. 1_

Request for Proposal No. 1__ Glen Helen Amphitheater Redevelopment

San Bernardino County Project and Facilities Management Department 620 S E Street San Bernardino CA 92415 September 02, 2026

Rev. 3/2026- Services Introduction

Purpose The San Bernardino County Project and Facilities Management Department (County), is seeking Proposals from interested and qualified Proposers to provide Venue Development and Entertainment Advisory Services. The number of awards will be determined by the quality of the proposals received.

· RFP Contact All correspondence, including Proposals and questions (not bid questions), must be submitted to the person identified below (RFP Contact):

San Bernardino County Project and Facilities Management Department (PFMD) Attn: Gloria Loofbourrow 620 South E Street San Bernardino CA, 92415 Phone: (909) 665-3104

(909) 387-5542 Fax:

Email: gloria.loofbourrow@pfm.sbcounty.gov

Fax number and e-mail address may only be used to submit questions (not bid questions).

Proposals will not be accepted by email or facsimile. Proposals must be submitted electronically through the County Electronic Procurement Network (ePro), and via hard copy, including 6 hard copies in all (one original with original signature, and five copies) submitted to the address indicated above. The completed and signed proposal must be received by the Deadline for Proposals specified in Section II – Proposal Timeline. All Proposers must register with the ePro system prior to the date and time to submit the proposal or they will be disqualified.

· Reserved

· Contract Term Services to be provided under this Request for Proposals (RFP) are outlined under Section V, Scope of Work. The initial Contract term is anticipated to be two (2) years, beginning November 17, 2026. The County may extend the Contract, as needed, subject to applicable County approvals and availability of funding.

· Location of Services Locations where Services are to be provided, completed and managed are at Glen Helen Amphitheater 2575 Glen Helen Pkwy, San Bernardino, CA 92407 and San Bernardino County Government Center 385 N Arrowhead Ave., 5th floor, San Bernardino CA 92415. Virtual meetings will also be coordinated.

The Proposer must include in Proposal, Attachment E - Cost, all transportation, lodging, and per diem costs sufficient to pay its personnel and travel to the aforementioned locations.

· Assistance to Proposers with a Disability Proposers with a disability may request accommodation regarding the means of communicating this RFP or participating in the procurement process. For more information, contact the RFP Contact no later than ten (10) days prior to the Deadline for Proposals.

PROPOSAL TIMELINE

Proposal Conference:

A voluntary Proposal Conference will be held on September 14, 2026 from 11:00am to 12:00pm via Microsoft Teams:

Dial in by phone

· Call In Number: +1 661-568-6806,,374148158# United States, Santa Clara

· Phone conference ID: 374 148 158#

· Meeting ID: 255 572 287 174 139

· Passcode: Sx6w4xw6

· Link: Microsoft Teams meeting https://teams.microsoft.com/meet/255572287174139?p=MsqqUcst6tXfOqwHnB

Questions regarding the contents of this RFP must be submitted in writing in ePro on or before the Deadline for Submission of Questions. All questions will be answered, and both the questions and answer will be posted as an Addendum to the RFP in ePro.

I. DEFINITIONS

Capitalized terms used in this RFP shall have the meanings given to them in the RFP and as defined below:

Board: The San Bernardino County Board of Supervisors.

Contract: The Contract between the County and the Proposer resulting from the award issued pursuant to this RFP to the successful Proposer.

Contractor Any individual, company, firm, corporation, partnership or other organization to whom a contract award is made by the County. The terms “Advisor”, “Consultant” and “Contractor” may be used interchangeably throughout this RFP and the resulting Contract.

Facilitator: A County Purchasing Department buyer or designated individual tasked with managing the processes of the evaluation panel.

Proposal: The offer to provide specific goods or services at specified prices and/or other conditions specified in the RFP.

Proposer: Any individual, company, firm, corporation, partnership, joint venture, or other organization that submits a Proposal in response to this RFP.

Purchasing Agent: The Director of the County Purchasing Department.

Request for Proposal (RFP): The request for an offer from Proposers interested in providing the identified services sought to be procured by the County. The RFP specifies the evaluation factors to be used and contains or incorporates by reference contractual terms and conditions applicable to the procurement.

Services: The requested services described in this RFP.

Subcontractor: An individual, company, firm, corporation, partnership or other organization, not in the employment of or owned by Contractor who is performing services on behalf of Contractor under the Contract or under a separate contract with or on behalf of Contractor.

II. PROPOSAL CONDITIONS

A. Authorized Signatures All proposals must be signed by an individual authorized to bind the Proposer to the provisions of the RFP.

B. Term of Offer Proposals shall remain open, valid and subject to acceptance anytime within nine (9) months after the Proposal submission.

C. Required Review Proposers should carefully review this RFP for defects and questionable or objectionable material. Comments from Proposers concerning defects and objectionable material in this RFP must be made in writing and received by the RFP contact prior to the deadline for submission of questions identified in Section II or at least ten (10) calendar days before the Deadline for Proposals (whichever occurs last). This will allow issuance of any necessary amendments or addendums to the RFP. It will also help prevent the opening of a defective RFP and exposure of Proposals upon which an award could not be made. Protests based on any omission or error, or on the content of this RFP, may be disallowed if not submitted in writing to the attention of the RFP Contact, prior to the deadline for submission of questions identified in Section II or at least ten (10) calendar days before the Deadline for Proposals (whichever occurs last).

D. Incurred Costs The County is not obligated to pay any costs incurred by Proposer in the preparation of a Proposal in response to this RFP. Proposers agree that all costs incurred in developing a Proposal are the Proposer’s responsibility.

E. Amendments/Addendums to RFP The County reserves the right to issue amendments or addendums to this RFP if the County considers that changes are necessary or additional information is needed.

Changes to a Proposal or withdrawal of a Proposal will only be allowed if a request is received prior to the Deadline for Proposals. No amendments or withdrawals will be accepted after the Deadline for Proposals.

F. Best Value Evaluation As established in this RFP, the County realizes that criteria other than price are important and will award contract(s) based on the Proposal that best meets the needs of the County.

G. Right of Rejection Offers must comply with all of the terms of the RFP, and all applicable local, state, and federal laws, codes, and regulations. The County may reject as non-responsive any Proposal that does not comply with all of the material and substantial terms, conditions, and performance requirements of the RFP. Further, the County may reject a proposal from any entity that is a parent, affiliate, or subsidiary, or that is under common ownership, control, or management with any other entity submitting a Proposal in response to this RFP.

A Proposer may not qualify the Proposal nor restrict the rights of the County. If Proposer does so, the Proposal may be determined to be a non-responsive counter-offer and the Proposal may be rejected.

No Proposal shall be rejected, however, if it contains a minor irregularity, defect or variation. If the irregularity, defect or variation is considered by the County to be immaterial or inconsequential, the County may choose to accept the Proposal.

Minor irregularities may be waived by the Purchasing Agent when they are any of the following:

1. Do not affect responsiveness;

2. Are merely a matter of form or format;

3. Do not change the relative standing or otherwise prejudice other offers;

4. Do not change the meaning or scope of the RFP;

5. Are trivial, negligible, or immaterial in nature;

6. Do not reflect a material change in the work; or

7. Do not constitute a substantial reservation against a requirement or provision.

In such cases the Proposer will be notified of the deficiency in the Proposal and given an opportunity to correct the irregularity, defect or variation or the County may elect to waive the deficiency and accept the Proposal. The decision to provide a waiver shall in no way modify or compromise the overall purpose of the submittal, nor excuse the Proposer from compliance with all requirements if awarded a Contract.

This RFP does not commit the County to award a contract. The County reserves the right to reject any or all Proposals if it is in the best interest of the County to do so. The County also reserves the right to terminate this RFP process at any time.

H. Reserved

I. Clarification of Offers In order to determine if a Proposal is reasonably susceptible for award, communications by the Facilitator for the evaluation panel are permitted with a Proposer to clarify uncertainties or eliminate confusion concerning the contents of a Proposal. Clarifications may not result in a material or substantive change to the Proposal. The evaluation by the panel may be adjusted as a result of a clarification under this section.

J. Public Records Act All Proposals and other material submitted become the property of the County and are subject to release according to the California Public Records Act (Government Code § 7920.000). All Proposal information, including cost information, will be held in confidence during the evaluation and negotiation process. Thereafter, Proposals are subject to becoming a non-exempt public record.

If a Proposer believes that any portion of its Proposal is exempt from public disclosure, it must indicate the specific portions believed to be confidential and not subject to disclosure on Attachment I - Public Records Act Exemptions. The Proposer also must include a brief description that sets out the reasons for exemption from disclosure. Each stated exemption must include a citation to supporting legal authority, including statutory authority or case law, to support exemption from the Public Records Act. Requested exemptions that do not meet the requirements of this section will not be considered.

The County will use reasonable means to ensure that such information is safeguarded, but will not be held liable for inadvertent disclosure of the information. Proposals marked “Confidential” in their entirety will not be honored, and the County might not deny public disclosure of any portion of Proposals so marked.

By submitting a Proposal with portions identified in Attachment I as “Confidential,” Proposer represents that it has a good faith belief that such portions are exempt from disclosure under the California Public Records Act. Proposer may be requested to obtain legal protection from disclosure should a Public Records Act request be received. In the event the County does not disclose the information marked “Confidential,” Proposer agrees to reimburse the County for, and to indemnify, defend (with counsel approved by County) and hold harmless the County, its officers, employees, agents, and volunteers from and against any and all claims, damages, losses, liabilities, suits, judgments, fines, penalties, costs and expenses, including without limitation, attorneys’ fees, expenses and court costs of any nature arising from or relating to the County’s non-disclosure of any such designated portions of a Proposal.

K. Employment of Former County Officials Information must be provided in Attachment G regarding former County Administrative Officials (as defined below) who are employed by or represent Proposer. The information provided must include a list of former County Administrative Officials who terminated County employment within the last five years and who are now officers, principals, partners, associates or members of Proposer and should also include the employment and/or representative capacity and the dates these individuals began employment with or representation of Proposer. For purposes of this section, “County Administrative Official” is defined as a member of the Board of Supervisors or such member’s staff, Chief Executive Officer or member of such officer’s staff, County department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit.

Failure to provide this information may result in the Proposal being deemed non-responsive.

L. Iran Contracting Act of 2010 In accordance with Public Contract Code section 2204(a), the Proposer certifies upon submission that the Proposer signing the Proposal is not identified on a list created pursuant to subdivision (b) of Public Contract Code section 2203 (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division-Resources-List-Folder/List-of-Ineligible-Businesses)as a person (as defined in Public Contract Code section 2202(e)) engaging in investment activities in Iran described in subdivision (a) of Public Contract Code section 2202.5, or as a person described in subdivision (b) of Public Contract Code section 2202.5, as applicable.

Proposers are cautioned that making a false certification may subject the Proposer to civil penalties, termination of an existing contract, and ineligibility to bid on a contract for a period of three (3) years in accordance with Public Contract Code section 2205. Proposer agrees that signing the Proposal shall constitute signature of this Certification.

M. Disclosure of Criminal and Civil Proceedings The County reserves the right to request the information described herein from the Proposer selected for Contract award. Failure to provide the information may result in a disqualification from the selection process and no award of Contract to the Proposer. The County also reserves the right to obtain the requested information by way of a background check performed by an investigative firm. The selected Proposer may also be asked to provide information to clarify initial responses. Negative information provided or discovered may result in disqualification from the selection process and no award of Contract.

The selected Proposer may be asked whether the firm, or any of its partners, principals, members, associates or key employees (as that term is defined herein), within the last ten years, has been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense arising directly or indirectly from the conduct of the firm’s business, or whether the firm, or any of it partners, principals, members, associates or key employees, has within the last ten years, been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense involving financial misconduct or fraud. If the response is affirmative, the Proposer will be asked to describe any such indictments or charges (and the status thereof), convictions and the surrounding circumstances in detail.

In addition, the selected Proposer may also be asked to disclose whether the firm, or any of its partners, principals, members, associates or key employees, within the last ten years, has been the subject of legal proceedings as defined herein arising directly from the provision of services by the firm or those individuals. “Legal proceedings” means any civil actions filed in a court of competent jurisdiction, or any matters filed by an administrative or regulatory body with jurisdiction over the firm or the individuals. If the response is affirmative, the Proposer will be asked to describe any such legal proceedings (and the status and disposition thereof) and the surrounding circumstances in detail.

For purposes of this provision “key employees” includes any individuals providing direct service to the County. “Key employees” do not include clerical personnel providing service at the firm’s offices or locations.

N. Debarment and Suspension; California Secretary of State Business Entity Registration.

Proposer certifies in Attachment D that neither it nor its principals or subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See Attachment D and the following United States General Services Administration’s System for Award Management website https://www.sam.gov). Proposer also certifies in Attachment D that if it or any of the subcontractors listed in the Proposal are business entities that must be registered with the California Secretary of State, they are registered and in good standing with the Secretary of State.

O. Unsatisfactory Performance Proposer affirms that it has no record of unsatisfactory performance with the County in the twenty-four (24) month period immediately preceding the date of issuance of this RFP.

P. Final Authority The final authority to award a contract(s) as a result of this RFP rests solely with the County Board of Supervisors, or as delegated by the Board of Supervisors.

III. SCOPE OF WORK

A. BACKGROUND INFORMATION

San Bernardino County owns the Glen Helen Amphitheater; an outdoor entertainment venue located within Glen Helen Regional Park in San Bernardino County. The facility has historically hosted concerts, festivals, and other large-scale events; however, the venue is dated and no longer fully meets the operational, technical, artist and guest-experience, and infrastructure needs of today’s large-scale entertainment industry.

The County is seeking to reimagine the amphitheater and evaluate opportunities to transform the property into a modern, competitive, and financially sustainable entertainment destination. Potential approaches may range from substantial renovation and modernization of the existing facility to complete demolition and redevelopment of the amphitheater and surrounding site. The County has set aside funding to support advancement of the project; however, the ultimate scope, delivery method, level of County investment, and allocation of financial responsibilities have not yet been determined.

The County previously commissioned an economic feasibility study to evaluate potential opportunities for the amphitheater and surrounding site. The study is provided for reference and may inform the Advisor’s analysis, but its findings and recommendations should not be interpreted as establishing a preferred redevelopment concept, commercial structure, or predetermined outcome.

The County intends to identify a qualified operator, developer, or similar partner through competitive procurement to help deliver, operate, and provide long-term stewardship of the reimagined venue. The contemplated future procurement may include consideration of different operating and commercial structures, including an operating agreement, management agreement, concession, lease, public-private partnership, development arrangement, revenue-sharing structure, or a combination of these approaches. The County has not made a final determination regarding the preferred structure and seeks qualified advisory assistance to evaluate available alternatives, develop a procurement that reflects current market conditions and protects the County’s operational, financial, and asset-management interests, and guide the County through the redevelopment transaction process.

To support this effort, the County is seeking an experienced multidisciplinary advisory team (Advisor) to provide specialized strategic, financial, technical, and procurement services. The selected team will assist the County in assessing market interest, defining the County’s objectives and requirements, evaluating redevelopment and operating models, developing an appropriate procurement and transaction strategy, preparing solicitation documents, evaluating proposals, supporting negotiations, and assisting with preparation of the resulting agreement.

The selected Advisor will work under the direction of the County’s designated project manager and in coordination with the County Administrative Office, Purchasing Department, County Counsel, Risk Management, and other County departments and subject matter experts, as applicable.

Current Feasibility Study provided for reference.

B. PROJECT DESCRIPTION

1. Project Purpose The purpose of this RFP is to retain an experienced multidisciplinary Advisor to assist the County in determining the most appropriate path for the redevelopment, operation, and long-term stewardship of the Glen Helen Amphitheater and guide the County through the redevelopment transaction process.

The Advisor will provide the specialized strategic, financial, technical, commercial, and procurement expertise necessary to evaluate redevelopment alternatives, assess market interest, analyze potential ownership, operating, financing, and delivery structures, and recommend an approach that best advances the County’s objectives.

The Advisor will also support the County in developing and conducting a fair, competitive, transparent, and defensible procurement process to identify a qualified operator, developer, investor, or similar partner capable of delivering and operating a modern, financially sustainable entertainment venue.

Through this engagement, the County seeks to make informed, market-supported decisions, protect its financial and asset-management interests, appropriately allocate project risks and responsibilities, and establish a clear framework for the successful redevelopment and long-term operation of the Glen Helen Amphitheater.

2. Project Objectives The Advisor shall assist the County in accomplishing the following objectives:

Strategic Objectives

· Position Glen Helen Amphitheater as a premier outdoor entertainment venue in Southern California through a commercially sustainable redevelopment strategy.

· Maximize long-term value to the County by increasing operating revenues, attracting private investment, and optimizing long-term financial performance.

· Increase the number, diversity, and quality of concerts, entertainment programming, special events, and year-round venue utilization to strengthen the venue's regional and economic impact.

· Modernize or redevelop the venue to enhance the artist and guest experience, improve operational efficiency, revenue generation, and long-term asset sustainability.

· Evaluate and validate market demand and private-sector interest through confidential outreach to qualified operators, developers, promoters, investors, and other industry stakeholders.

· Identify and evaluate commercially viable operating, management, lease, concession, development, and Public-Private Partnership (P3) delivery models that best achieve the County's strategic, operational, and financial objectives.

· Evaluate the appropriate allocation of operational, financial, maintenance, capital investment, lifecycle, and market risk among the County and private-sector partners.

· Develop financial models and business case analyses that evaluate alternative operating structures, capital investment strategies, revenue-sharing scenarios, lifecycle costs, and long-term financial sustainability.

Procurement and Transaction Objectives

· Assess current entertainment venue trends, operating models, investment expectations, and market conditions relevant to the redevelopment and operation of the Glen Helen Amphitheater.

· Conduct confidential market sounding with qualified operators, developers, promoters, investors, and other industry participants to evaluate market interest, test potential transaction structures, and identify factors that may affect procurement competitiveness.

· Use market feedback to refine the procurement strategy, commercial structure, project requirements, risk allocation, and proposer qualifications.

· Develop procurement documents that clearly communicate the County's objectives, technical requirements, commercial expectations, and evaluation process using County-approved templates.

· Establish proposal requirements and evaluation methodologies that enable objective and meaningful comparison of alternative operating, development, and investment solutions.

· Provide technical, commercial, financial, and procurement advisory services throughout the solicitation process, including proposal evaluations, interviews, clarifications, and best-value recommendations.

· Support negotiations with the preferred proposer to achieve commercially favorable business terms, appropriate risk allocation, and long-term public value.

· Assist the County in translating the selected proposal and negotiated business terms into comprehensive agreement exhibits, performance standards, operating requirements, commercial provisions, and contract documents suitable for County approval.

3. Scope of Services Task 1 – Project Initiation and Existing-Conditions Review

The Advisor shall conduct a project kickoff meeting with the County and develop a detailed project management plan.

The Advisor shall review available County-provided documents and information relevant to the partner procurement, which may include:

· Existing or prior operating agreements.

· Prior solicitations, proposals, studies, or reports.

· Available facility, asset, maintenance, and capital planning information.

· Historical event, attendance, revenue, expense, and operating information.

· Existing site plans, inventories, permits, licenses, and regulatory information.

· Known operational requirements and facility constraints.

· County objectives, policy requirements, approval processes, and anticipated procurement schedule.

· Existing stakeholder concerns and desired project outcomes.

The Advisor shall identify missing information, unresolved decisions, dependencies, and issues that could affect the procurement.

Deliverables:

· Kickoff meeting agenda and meeting summary.

· Project management plan.

· Preliminary issues, risks, and decision log.

· Detailed project schedule identifying County and Advisor responsibilities.

Task 2 – Stakeholder Engagement and Requirements Development

The Advisor shall assist the County in identifying and documenting the interests and requirements of County stakeholders.

Activities may include interviews or workshops with County representatives responsible for:

· Venue administration and operations.

· Real estate and property matters.

· Facility maintenance and capital planning.

· Finance and revenue administration.

· Public safety, traffic, parking, and emergency services.

· Risk management and insurance.

· Environmental and land-use matters.

· Procurement and contract administration.

· Community, economic development, and public-interest considerations.

The Advisor shall translate stakeholder input into procurement-ready operational, financial, commercial, maintenance, asset-management, and performance requirements.

Deliverables:

· Stakeholder engagement plan.

· Interview or workshop materials.

· Stakeholder requirements summary.

· Requirements matrix identifying mandatory requirements, desired outcomes, evaluation considerations, and items requiring County decisions.

Task 3 – Market Assessment and Market-Sounding Meetings

The Advisor shall conduct a market assessment to identify potentially qualified venue operators, promoters, developers, investors, and other firms that may have an interest in the partner procurement.

The Advisor shall prepare a County-approved market-sounding plan that includes:

· Market participant categories.

· Recommended participants.

· Standard meeting agenda and discussion questions.

· Protocols for consistent communications.

· Documentation procedures.

· Conduct market sounding fairly and consistently so no participant receives an unfair advantage in the subsequent Operator RFP Preparation of a County-approved nondisclosure agreement for use during market-sounding process, as appropriate.

Market-sounding discussions may address:

· Market interest in the venue reimagining opportunity.

· Recommended procurement structure and schedule.

· Operator and developer risk tolerance.

· Potential operating, lease, concession, management, and development models.

· Revenue-sharing methodologies.

· Minimum guarantees and performance-based compensation.

· Event programming and booking considerations.

· Food, beverage, parking, sponsorship, advertising, premium seating, naming rights, and other revenue opportunities.

· Maintenance and service-level responsibilities.

· Capital investment and life-cycle asset planning.

· Facility improvement and development opportunities.

· Agreement term and renewal options.

· Performance security and financial assurance.

· Transition requirements.

· Information prospective proposers would require to prepare responsive proposals.

· Terms or requirements that may unnecessarily restrict competition.

The Advisor shall not make commitments on behalf of the County or represent that any procurement structure, requirement, proposer, or outcome has been approved. All external communications shall be conducted in accordance with County-approved protocols.

Deliverables:

· Market participant and outreach list.

· Market-sounding plan and interview guide.

· Facilitation of County-approved market-sounding meetings.

· Complete internal meeting notes.

· Market-sounding findings report summarizing market interest, common themes, procurement considerations, recommended requirements, risks, and decisions required from the County.

Task 4 – Procurement Strategy and Commercial Structure

Based on the document review, stakeholder engagement, and market sounding, the Advisor shall develop a procurement strategy for County consideration.

The procurement strategy shall evaluate appropriate alternatives, which may include:

· Venue management agreement.

· Operating agreement.

· Lease or concession.

· Public-private partnership.

· County and/or operator-led capital investment.

· Developer/operator arrangement.

· Hybrid operating and development structure.

· Phased procurement or implementation.

· Base services with optional development components.

The Advisor shall evaluate the advantages, disadvantages, risks, financial implications, market acceptance, and implementation considerations of each viable alternative.

The Advisor shall recommend a procurement and commercial structure addressing, at a minimum:

· Scope of operator responsibilities.

· County-retained responsibilities.

· Agreement term and extension options.

· Operating compensation.

· Revenue-sharing structure.

· Minimum financial commitments or guarantees.

· Capital investment requirements.

· Maintenance and repair responsibilities.

· Life-cycle asset planning.

· Service levels and performance standards.

· Asset condition and hand back requirements.

· Reporting, auditing, and financial transparency.

· Performance security and remedies.

· Transition and commencement requirements.

· Evaluation methodology.

· Interviews, negotiations, and any recommended best-and-final-offer process.

· Allocation of County funded, private partner funded, and shared capital improvements, including responsibility for capital project approval, cost overruns, and long term capital obligations.

Deliverables:

· Procurement options and risk analysis.

· Recommended procurement strategy memorandum.

· Preliminary commercial and business terms.

· Responsibility and risk-allocation matrix.

· County decision memorandum identifying matters requiring approval before drafting the partner procurement.

· Capital investment and responsibility matrix identifying anticipated County, private partner, and shared capital obligations.

Task 5 – Financial Analysis and Modeling

The Advisor shall develop financial analyses sufficient to support the partner procurement, evaluation process, and negotiations.

The analysis may include:

· Historical operating results, as available.

· Financing model for one-time and ongoing costs.

· Debt needs and debt-service payment options.

· Revenue categories and potential revenue opportunities.

· Operating expense categories.

· Management fees and incentive compensation.

· Revenue-sharing alternatives.

· Minimum annual guarantees.

· Capital contribution alternatives.

· Maintenance and life-cycle costs.

· Financial performance scenarios.

· County revenues, expenses, and retained risks.

· Sensitivity analyses.

· Financial capacity and proposer financial-stability considerations.

· Comparison of short-term revenue proposals with long-term asset and operational value.

The model shall be designed to allow the County to compare proposals that may use different operating, financial, or development assumptions.

Deliverables:

· Financial assumptions memorandum.

· Editable financial model.

· Financing and debt-service payment feasibility.

· Revenue-sharing and compensation scenario analysis.

· Financial proposal forms and instructions.

· Financial evaluation methodology.

· Financial issues list for use during negotiations.

Task 6 – Preparation of Partner Procurement and Supporting Documents

The Advisor shall prepare a complete draft partner procurement using the County’s current solicitation template and in coordination with County’s Purchasing department representative.

The Advisor shall ensure that the partner procurement’s scope, proposal instructions, requested response content, and evaluation criteria are internally consistent.

The partner procurement information and/or documents may include:

· Project purpose and background.

· Facility and opportunity description.

· Procurement objectives.

· Definitions.

· Minimum or mandatory qualifications, as approved by the County.

· Scope of operator and developer responsibilities.

· Required operating plan.

· Event programming and booking requirements.

· Customer service and guest-experience standards.

· Public safety and emergency coordination requirements.

· Parking, traffic, accessibility, and crowd-management requirements.

· Food, beverage, merchandising, sponsorship, advertising, naming-rights, and other commercial requirements.

· Maintenance, repair, custodial, landscape, utility, and facility-management responsibilities.

· Preventive maintenance requirements.

· Capital improvement and life-cycle asset-planning requirements.

· Asset condition, inspection, documentation, and hand back requirements.

· Environmental and sustainability expectations.

· Community and public-interest requirements.

· Financial proposal and revenue-sharing forms.

· Proposer financial-capacity requirements.

· Required transition and implementation plan.

· Required staffing and key-personnel plan.

· Insurance, bonding, or financial security considerations for review by the County.

· Performance measures and key performance indicators.

· Reporting, recordkeeping, and audit requirements.

· Proposal format and submission requirements.

· Evaluation categories and scoring methodology.

· Interview requirements and evaluation questions.

· Negotiation process and, if authorized, best-and-final-offer procedures.

· Draft business terms and agreement exhibits.

· Facility information and site plans, as applicable.

· Required certifications, forms, and attachments identified by Purchasing.

The Advisor shall participate in working sessions and revise the documents based on comments from the County, Purchasing, County Counsel, Risk Management, and other reviewers.

Deliverables:

· Initial partner procurement outline.

· First complete draft partner procurement.

· Supporting exhibits, schedules, forms, and attachments.

· Draft evaluation criteria.

· Draft financial proposal forms.

· Draft agreement business-term sheet and technical exhibits.

· Comment-resolution matrix.

· Final release-ready partner procurement package, subject to County approval.

Task 7 – Solicitation Release and Proposer Due-Diligence Support

The County, through its authorized personnel, will issue the partner procurement and control all official communications with prospective proposers.

The Advisor shall support the County by:

· Preparing materials for a proposer conference or site visit.

· Assisting with presentation of technical and commercial information.

· Reviewing proposer questions.

· Preparing recommended draft responses.

· Identifying questions that require County, Purchasing, County Counsel, Risk Management, or other subject matter review.

· Assisting with preparation of addenda.

· Maintaining a procurement issues log.

· Updating the financial model or procurement documents when authorized by the County.

· Assisting with management of a secure due diligence process or data room, when applicable.

The Advisor shall not communicate independently with prospective proposers regarding the procurement unless specifically authorized by the County.

Deliverables:

· Proposer conference or site-visit materials.

· Draft responses to proposer questions.

· Draft technical addenda and revised exhibits.

· Updated issues and decision log.

· Due diligence document index, if applicable.

Task 8 – Evaluation Planning and Evaluator Support

The County will retain control of the evaluation and selection process. The County-designated Facilitator will be responsible for procurement integrity, official communications, and evaluation records.

The Advisor shall provide non-voting administrative and technical support as directed by the County.

The Advisor shall assist with:

· Evaluation work plan and schedule.

· Evaluator orientation materials.

· Technical evaluation guidance.

· Identification of potential conflicts requiring County review.

· Initial technical review of responsive proposals.

· Financial and commercial analysis.

· Identification of proposal assumptions, exceptions, risks, and areas requiring clarification.

· Development of proposer clarification questions.

· Preparation for evaluator meetings.

· Documentation of technical findings.

Evaluators shall independently score proposals using the criteria stated in the partner procurement. The Advisor shall not direct evaluators to reach a particular score or selection result.

The County and Purchasing shall retain authority for responsiveness determinations, final scoring, proposer ranking, selection recommendations, and award decisions.

Deliverables:

· Evaluation work plan.

· Evaluator technical reference guide.

· Proposal compliance and requirements matrix.

· Technical review memorandum for each proposal.

· Financial and commercial comparison.

· Proposal risk and exception matrix.

· Draft clarification questions.

· Evaluation meeting materials.

Task 9 – Proposer Interviews and Presentations

The Advisor shall assist the County in planning and conducting interviews or presentations with shortlisted proposers.

Services shall include:

· Recommending interview topics and format.

· Preparing a consistent agenda and instructions for all invited proposers.

· Developing standard and proposer-specific questions.

· Preparing financial, operating, maintenance, capital, and commercial questions.

· Attending interviews.

· Providing technical observations to the evaluation panel.

· Documenting proposer responses.

· Updating proposal risk and issue matrices following interviews.

All proposers participating in interviews shall be treated consistently. The Advisor shall not make the final selection decision.

Deliverables:

· Interview plan and schedule.

· Proposer instructions and agenda.

· Standard and proposer-specific interview questions.

· Interview response summaries.

· Updated technical, financial, and risk analyses.

Task 10 – Proposer Negotiations Following County identification of the highest ranked proposer, the Advisor shall assist in preparing and implementing a structured negotiation process.

The Advisor shall:

· Develop a negotiation plan.

· Prepare a prioritized issues list.

· Identify the County’s objectives, preferred positions, acceptable alternatives, and issues requiring escalation.

· Analyze proposed fees, revenue-sharing terms, guarantees, investments, financial assumptions, service levels, and risk allocation.

· Prepare financial scenarios and counterproposal analyses.

· Participate in negotiation sessions.

· Lead discussions regarding technical, operational, commercial, maintenance, capital, and financial matters when authorized by the County.

· Maintain a negotiation log and open-items list.

· Prepare revised business terms and technical exhibits.

· Assist the County in determining whether proposed terms remain consistent with the partner procurement and the selected proposal.

· Assist with negotiations with the next-ranked proposer if negotiations with the top ranked proposer are discontinued by the County.

The Advisor shall have no authority to bind the County, approve exceptions to County requirements, promise an award, or make a final commitment on behalf of the County. Purchasing, County Counsel, and other authorized County representatives shall retain authority over the negotiation and approval of recommended contractual terms submitted to the Board of Supervisors for consideration.

Deliverables:

· Negotiation strategy and objectives memorandum.

· Negotiation issues and priority matrix.

· Financial counterproposal analysis.

· Meeting agendas and negotiation materials.

· Negotiation log and open-items tracker.

· Recommended final business-term sheet.

· Negotiation outcome memorandum.

Task 11 – Final Agreement and Award Support The Advisor shall assist the County in translating the selected proposal and negotiated business terms into clear technical and commercial agreement exhibits using the County’s standard templates.

Assistance may include development or review of:

· Final scope of operator responsibilities.

· County-retained responsibilities.

· Transition and commencement plan.

· Operating standards.

· Key performance indicators.

· Maintenance and preventive maintenance requirements.

· Capital investment plan.

· Capital improvement approval, implementation, cost control, change management, inspection, acceptance, and closeout requirements.

· Life-cycle asset-management plan.

· Revenue reporting and revenue-sharing procedures.

· Financial reporting and audit requirements.

· Performance monitoring procedures.

· Asset inventory and condition documentation.

· Hand back standards.

· Staffing and key-personnel commitments.

· Implementation milestones.

· Reporting forms and schedules.

· Technical remedies and corrective-action processes.

· Agreement administration tools.

The Advisor may assist with preparation of business and technical provisions but shall not provide legal advice or approve final legal contract language. County Counsel, Purchasing, Risk Management, and other authorized County representatives will review the final agreement, prior to submission to the Board of Supervisors for consideration.

Deliverables:

· Final negotiated business-term sheet.

· Draft technical and commercial agreement exhibits.

· Performance-measure and reporting matrix.

· Agreement compliance checklist.

· Final procurement and negotiation record memorandum.

· Transition briefing for County contract-administration personnel.

Task 12 – Project Management and Reporting

Throughout the engagement, the Advisor shall:

· Designate a project director with authority to coordinate the Advisor’s team.

· Maintain a detailed schedule.

· Conduct regular project-status meetings.

· Provide written status reports.

· Maintain action-item, risk, issue, and decision logs.

· Coordinate the work of all subconsultants.

· Promptly identify potential delays or matters requiring County decisions.

· Maintain organized project files.

· Provide all work products in editable electronic formats and PDF.

· Incorporate County comments and maintain version control.

Deliverables:

· Regular status meetings.

· Written status reports at intervals approved by the County.

· Updated project schedule.

· Action-item, decision, issue, and risk logs.

· Organized electronic project files.

· Final project closeout package.

4. Deliverable Standards and Acceptance All deliverables shall:

· Be accurate, complete, internally consistent, and suitable for the intended procurement purpose.

· Comply with the County’s current approved templates and formatting requirements.

· Clearly distinguish mandatory requirements from desired or optional requirements.

· Avoid unnecessary proprietary, brand-specific, or competition-restricting requirements.

· Align the partner procurement scope, proposal response requirements, and evaluation criteria.

· Identify material assumptions, unresolved issues, and County decisions required.

· Be provided in Microsoft Word, Excel, PowerPoint, or other County-approved editable format, together with a PDF copy when requested.

· Be revised in response to consolidated County comments.

· Be considered accepted only after written approval by the County’s designated representative.

Unless otherwise approved, the Advisor shall submit routine revisions within three (3) business days after receiving consolidated County comments. More substantial revisions shall be completed according to a mutually approved schedule.

County review, comments, or acceptance will not relieve the Advisor of responsibility for the accuracy, completeness or quality of its work.

5. Anticipated Project Schedule The Proposer shall submit a detailed schedule based on the following anticipated phases:

The County’s target is to complete the future partner procurement, conclude negotiations, obtain all required County approvals, and execute the resulting agreement with the selected operator, developer, or other private-sector partner no later than December 31, 2027. The Proposer shall develop its work plan and schedule to support achievement of this target date and shall identify any assumptions, dependencies, or risks that could affect timely completion.

The County will establish the final schedule in consultation with the selected Advisor. The schedule may be modified based on County review periods, approval requirements, proposer due diligence, negotiations, protests, or other procurement considerations

6. County Responsibilities The County anticipates performing the following responsibilities:

· Designating key personnel, including a County project manager and Purchasing Agent.

· Providing available documents and information.

· Providing tour and access to site as needed

· Identifying County stakeholders and subject matter experts.

· Coordinating internal reviews and approvals.

· Making policy, procurement, business, and risk-allocation decisions.

· Approving market-sounding participants and communications.

· Issuing the partner procurement through the County’s authorized procurement system.

· Controlling official communications with prospective proposers.

· Selecting evaluation panel members.

· Making responsiveness, scoring, ranking, selection, negotiation, and award decisions.

· Providing County Counsel, Risk Management, Purchasing, and other required reviews.

· Submitting any negotiated final agreement as a result of the partner procurement to the Board of Supervisors for consideration.

· Approving the final partner procurement documents and agreement.

7. Preferred Advisor Experience and Qualifications The Proposer shall demonstrate substantial experience providing advisory services for complex public-sector entertainment venue projects involving redevelopment, operations, procurement, and commercial transactions.

The proposed team should collectively demonstrate experience in:

· Public-agency competitive procurements.

· Local government projects and approval processes.

· Preparation of complex requests for proposals.

· Entertainment venues, amphitheaters, arenas, performing arts venues, stadiums, convention facilities, or comparable event facilities.

· Procurement of venue operators, managers, promoters, concessionaires, developers, or public-private partners.

· Venue operating agreements, management agreements, leases, concessions, and related commercial structures.

· Public-private partnerships.

· Revenue-sharing, management-fee, incentive-fee, minimum guarantee, and other compensation structures.

· Venue operations, event programming, booking, sponsorships, premium products, parking, food and beverage, and other venue revenue sources.

· Operator maintenance responsibilities, preventive maintenance, service levels, and asset stewardship.

· Capital planning, maintenance obligations, and life-cycle asset management.

· Financial modeling and analysis of venue operating proposals.

· Technical and financial proposal evaluation.

· Proposer interviews and competitive negotiations.

· Development of measurable performance standards and agreement exhibits.

The proposed project team should include personnel capable of performing the following functions:

· Project director and procurement strategy lead.

· Public-agency procurement specialist.

· Entertainment venue operations specialist.

· Commercial and public-private partnership specialist.

· Financial modeling and revenue…