Request for Proposals (RFP) For Management and Operation of the Hillsboro Event Center Issued by the City of Hillsboro, Texas And Craig Realty Group 1 Request for Proposals TITLE: Management and Operation of the Hillsboro Event Center (“HEC”) DESCRIPTION: The City of Hillsboro (“City”), in conjunction with the Craig Realty Group (“CRG”) is seeking proposals from experienced organizations, firms, or individuals interested in managing and operating the HEC on their behalf. DEADLINE FOR SUBMITTING PROPOSALS: Proposals must be received at the address shown below by August 21, 2013, 5:00 p.m. (Central Standard Time) PROPOSAL DELIVERY ADDRESSES: QUESTIONS REGARDING THE RFP PROCESS: Submit in writing via e-mail to jbarker@hillsborotx.org no later than 5:00 p.m. (Central Standard Time), August 19, 2013 2 - TABLE OF CONTENTS – Section: Page I. INTRODUCTION AND FACILITIES INFORMATION .................................................4 II. GOALS AND OBJECTIVES............................................................................................. 5 III. SCOPE OF OPERATIONS MANAGEMENT AGREEMENT ....................................6 IV. PROPOSAL REQUIREMENTS ..................................................................................... 8 V. EVALUATION PROCESS ................................................................................................11 VI. PROPOSERS' CONFERENCE ........................................................................................12 Appendices: A. Hillsboro Events Center exterior depictions (5) B. Hillsboro Events Center interior depictions (2) C. Hillsboro Events Center aerial depictions (5) 3 I. INTRODUCTION AND FACILITIES INFORMATION A. Introduction The City of Hillsboro, Texas and Craig Realty Group are working together to remodel and convert an existing 22,200 square foot building located in Hillsboro on Interstate-35 into an Event Center and are seeking an experienced organization, firm, or individual to manage and operate the Hillsboro Event Center (HEC). Anticipated commencement of operations is summer, 2014. The City of Hillsboro is a Home Rule municipality, population 8,500, located 34 miles north of Waco, Texas and 53 miles south of the Dallas/Fort Worth Metroplex on Interstate-35. Craig Realty Group is a Texas limited liability company full-service real estate development and management company founded by Steven L. Craig that owns, operates and manages the Hillsboro Outlet Mall. Due to its location along the I-35 corridor with convenient access to major metropolitan areas, Hillsboro is an ideal location for a medium-sized Event center, and the City/CRG have entered into plans to convert the largest building in the Hillsboro Outlet Mall, known as the Gap Building, into such a center. The City and CRG invite submittals from qualified organizations, firms, and individuals that have proven experience in providing comprehensive management and full-service operations at Event or exhibition facilities in similar markets. Due to the early stages of development of the project, the City/CRG invites Proposers to submit plans and proposals that will serve as the foundation for future operations of the Center. This Request for Proposal (RFP) is for consolidated services. That is, proposers should be prepared to provide all management and operations services. However, the City/CRG will consider a proposer's use of affiliated companies, joint ventures, or subcontractors, including utilization of City/CRG employees or resources, to provide consolidated services. At the conclusion of the RFP process described herein, and upon execution of an Operations Management Agreement (Agreement), a selected Proposer will be selected for the comprehensive management and operation of the HEC consistent with generally accepted operations of a first-class Event center. As will be described hereafter, it is preferred that the selected Proposer serve as an independent contractor. Alternatively, the City may consider the hiring of an individual to be employed by the City to serve as the Manager of the HEC. The selected Proposer shall be responsible for the maintenance of the land, building, furniture, fixtures and equipment; local sales and marketing of the HEC as well as coordinating with the City/CRG, management of various product and service providers; coordination of HEC 4 utilization, scheduling, negotiating and licensing of events, and management of event parking, as well as any other responsibilities that may be required in the Agreement. The selected Proposer will communicate with the City Manager and City Council of the City and CRG’s management group as directed. B. The Facilities Exterior and interior architectural depictions of the Hillsboro Event Center are attached to this RFP based on a preliminary design of the Event Center, and may change as it develops further. The Gap Building covers 17,939 square feet and the Events Center is designed to cover 22,199 square feet, with four outside courtyards that can be used in conjunction with the meeting spaces. It will contain meeting rooms that vary in size from 3,300 sf to 600 sf with flexibility to be used in various ways, including: a. Dining for 500+people w/ a stage event b. Performance for 650+ people c. Receptions, “inside/out” including a courtyard, from 240 people down to 50 people. d. Lectures to up to 160 people. e. Corporate Meetings w/ four classes of 80+ and/or an organization’s meeting of 500 simultaneously. f. Antique, trade, gun or similar shows w/500+ booths. The Event Center can have five different events in progress and can serve a total of 950+/people, including a meal, at the same time. Basic dressing rooms are provided along with large restrooms. State of the art Audio/Visual will be available in all areas, including the courtyards. There is convenient and adequate parking. It is anticipated that the City/CRG shall contribute jointly to the construction of the HEC as described herein. It is also anticipated that the City’s contribution toward construction costs will be treated as all or a portion of the Base Rent associated with the HEC. Proposer therefore shall not be expected to contribute to construction costs of the HEC and will not be expected to cover the full amount of Base Rental costs. Proposer should assume that it will be responsible for operation and maintenance costs of the HEC and the costs of furnishing the HEC and that proceeds from revenue generated from the HEC will be shared between the Proposer and City/CRG. 5 II. GOALS AND OBJECTIVES The City and CRG intend the HEC to operate as a first-class, high-quality, state-of-the-art Event center that meets the needs of trade shows, consumer shows, meetings, entertainment, and community events. In considering alternative management structures, the City/CRG have identified the following operational goals for the HEC. The intent is to achieve these goals in the most timely and cost effective manner. Proposers should consider these goals an important part of the RFP process, as their ability to meet them will be carefully evaluated in the selection process. Goals that have been identified at this point are summarized below. a. Manage day-to-day operations of the HEC in a cost efficient, high quality and efficient manner; b. Maximize the generation of city and nearby hotel and motel room occupancy and occupancy taxes; c. Develop and market products and services associated with the HEC; d. Promote establishment of retail and accommodation facilities in close proximity to the HEC; e. Promote the business of existing local restaurant and retail establishments and help maximize sales tax revenue to the extent that the Hillsboro Outlet Center does not offer those products and services. f. Identify and implement initiatives to enhance HEC revenues during startup period and thereafter to ensure that the HEC remains economically competitive with other event and conference center venues. g. Management and creation of systems and policies to eliminate unnecessary HEC operating expenses. h. Work to ensure that events, exhibitions, trade shows, and other meetings are attractive to and retained at the HEC by producing an exhibitor-friendly and cost effective environment. i. Properly maintain and safeguard the City’s and CRG’s capital investment in the HEC through the exercise of the highest standards of maintenance and preservation, and, as the need arises, recommend capital improvements. j. Provide superior services to users of the HEC and patrons and visitors attending events at the HEC, thereby maximizing customer satisfaction as exhibited by an industry-wide positive image of the HEC, and maximizing HEC re-bookings. k. Develop and oversee a customer friendly, cost efficient labor workforce. l. Maximize the economic impact to the community, region, and state (via the accommodation of non-local events, trade shows, conferences and meetings) and overall utilization of the facility, while focusing on minimizing the annual operating cost for the HEC. m. Develop and implement initiatives to penetrate new markets, attract new events and promote the HEC to enhance usage of the Event Center and to increase local and nearby hotel and motel occupancy. n. Work cooperatively with local organizations to attract citywide events including national/international events, tradeshows and meetings to the HEC. 6 o. With the assistance of the City, procure and negotiate various contracts and agreements involving facilities, products and services related to the HEC. p. Respond to the ever-changing needs of the community and users of the facility with recommendations for expansion, renovations and upgrades of services. q. Achieve all objectives in a professional manner, consistent with best industry practices and all applicable laws and ordinances. r. Develop and implement an Equal Employment Opportunity and workforce diversity plan. III. SCOPE OF OPERATIONS MANAGEMENT AGREEMENT At the conclusion of the RFP process, the City/CRG may enter into a contract for services to operate the facilities described herein (the “Operations Management Agreement”) with a selected Proposer. Alternatively, the Proposer may be employed as a City employee at a salary commensurate with duties and experience. The selected Proposer shall manage its responsibilities in accordance with policies approved by the City/CRG and consistent with state law governing a municipal facility. There may be duties associated with certain employee positions that the City/CRG determine should not be assigned to private management either in the short-term or long-term. Nevertheless, a selected Proposer shall be responsible for all day to day operations of the HEC and shall operate the HEC at all times in the public interest and in accordance with the highest professional and ethical standards. Day-to-day functions shall include, but are not limited to: • Parking • Grounds keeping • Custodial and building maintenance services • Security • Electrical services and other building services for shows • Booking/scheduling within an agreed upon window • Sales and marketing • Advertising/sponsorship • Labor Supplier Services • Event setup and take down • Event coordination/supervision • Event services • Staff scheduling • Staff training • Box office operations/ticketing • Information technology services • Website maintenance • Financial and administrative services such as accounting, budgeting, purchasing, personnel, and contracting of outside services related to events, buildings, operations and management In executing these responsibilities, selected Proposer is required and expected to perform the following: 7 a. Shall recommend for City/CRG approval all rental rates, fees, and charges for services provided throughout the HEC. b. Establish an effective system of communication that encourages linkages and collaborative efforts between the HEC and other segments of the local hospitality industry. c. Prepare and submit annual capital and operating budgets for the HEC’s operation consistent in content and form with the City’s and CRG’s budget requirements. d. Establish a system of internal controls to provide reasonable assurance that the HEC’s resources are used in an effective and efficient manner. The selected Proposer shall keep full and accurate accounting records relating to its activities at the HEC, in accordance with generally accepted accounting principles. e. Administer payroll systems for all persons employed by the selected Proposer at the HEC. f. Develop procurement policies, adhering to applicable state laws and regulations. g. Administer HEC information technology functions for event/building functions, and maintain systems in state-of-the-art conditions. h. If requested by the City/CRG, provide all Information Technology services for the HEC, and place necessary staff to ensure the necessary level of service. i. At the conclusion of the term of the negotiated agreement, return the HEC Furniture, Fixtures and Equipment (FF&E) to the City/CRG in the same condition in which they were provided, except for normal wear-and-tear and depreciation. j. Report and provide regular monthly reports to the City/CRG. The City/CRG shall make periodic inspections of the HEC and equipment to determine that they are being maintained in a neat and orderly condition. The selected Proposer will be required to make any improvements in cleaning or maintenance methods as required by the Operations Management Agreement. k. Abide by all applicable local, county, state, and federal laws pertaining to its operation and shall secure all licenses and permits necessary for the operation of the HEC. The selected Proposer shall be responsible for, and pay all taxes arising as a result of the Operations Management Agreement. l. Negotiate and execute all license agreements for use of HEC space for events. m. Keep all areas of the HEC clean, orderly, attractive, and sanitary at all times and in strict accordance with the applicable laws, ordinances, rules, and regulations as well as the standards of the City/CRG. n. The City/CRG shall have the right to reject the character of services and require that undesirable practices be discontinued or remedied. Failure of the selected Proposer to take appropriate action after notification from the Authority and a reasonable opportunity to cure may result in the cancellation of the Operations Management Agreement in the discretion of the City/CRG. o. Constantly endeavor to improve the operation of the HEC with a view toward developing the most efficient and highest quality of service to the customers, minimizing operating costs, increasing the quality of maintenance and security, and 8 maximizing gross receipts without negatively impacting exhibitor or show manager costs. p. Subject its employees to drug testing and criminal background checks to the full extent permissible by law. Employees shall at all times maintain a professional appearance consistent with the requirements of the Operations Management Agreement. q. The selected Proposer shall not employ any person who does not conduct him or herself in a business-like and professional manner and shall promptly take appropriate disciplinary action against employees who do not meet this standard, up to and including termination. Any employee so terminated shall not be re-employed at the HEC without the written consent of the City/CRG, as specified in the Operations Management Agreement. s. Shall thoroughly train and closely supervise all employees so that they are aware of and habitually practice high standards of cleanliness, courtesy, and service. IV. PROPOSAL REQUIREMENTS This section will explain the procedure that will be followed by all proposers. Proposers are cautioned to carefully read and follow the procedures required by this section. Material deviations from these requirements may cause rejection of proposals. All proposers must submit: One (1) original proposal and a cover letter, each signed in ink, two (2) unbound hard copies and one (1) electronic copy in the form of a compact disk or flash drive. Proposal package must be delivered by 5:00 PM CST on August 21, 2013, to the following address: City of Hillsboro P.O. Box 568 Hillsboro, Texas 76645 Late Proposals will not be considered. Timely submission of proposals is the sole responsibility of the proposer. The City/CRG reserve the right to determine the timeliness of all submissions. Cover Letter: Each proposal must be accompanied by a cover letter limited to one page that references the title of this RFP and includes the following detailed company information: 1. Full legal name of the proposer; 2. Legal business status (individual, partnership, corporation, etc.), address, telephone number, fax number and e-mail of the person(s) authorized to represent the proposer and each collaborator; 3. If proposer is a corporation, partnership, LLP, LLC, etc., identify the state under whose laws proposer is organized. Otherwise, if proposer is an individual, identify the state where proposer is domiciled; 9 4. Name, title, e-mail address, telephone number and mailing address of the person(s) who will be the primary contact and is authorized to represent the proposer to enter into negotiations with the Authority with respect to the RFP and any subsequent awarded contract. The cover letter must also indicate any limitation of authority for any person named. 5. State that the proposal is in response to this RFP and will remain firm for a period of one hundred eighty (180) days from its due date and thereafter until the proposer withdraws it, or a contract is executed, or the procurement request is terminated by the Authority, whichever occurs first. Background and Project Summary: Provide a description of the Proposer's overall philosophy and approach for the management and operation of the HEC. Provide information describing the proposed strategies, policies and procedures to be employed in managing the HEC that clearly addresses the scope of services presented in this RFP. Proposer’s Qualifications: Summarize the proposer's experience and number of years in managing and operating Event or exhibition facilities in similar markets including a list of current and former clients. Include a minimum of three references for facilities managed by the proposer, including name, mailing address, e-mail address and telephone numbers of key individuals who may be contacted. Also, include the listing and size of other facilities/centers the proposer has managed. Sales and Marketing Plan: Provide a summary of components of a sales and marketing plan that you would consider for use at the HEC. Discuss elements that address proposer's innovative and creative approach to the unique conditions with respect to the HEC. Focus your discussion on your strategy for selling and marketing short-term events that are the Proposer's responsibility Staffing and Organization Plan: Unless a Proposer is an individual, submit an organizational chart that outlines the proposed staffing plan for the HEC. Provide descriptions of functional responsibilities as appropriate to ensure understanding of each part of the organization and identify the person who will have overall responsibility for the operation of the HEC on a day to day basis. Subcontractor Information: Identify those services you may elect to subcontract. Operations and Management: Provide an operations and management plan that describes the operating policies and procedures for managing and operating the HEC, including approaches related to labor supplier and management, security, customer service, repair and maintenance and other primary building functions, training programs offered to staff, financial management, risk management, life/safety management, employee management and administrative policies and procedures. Include the key elements of a management plan for the HEC to include considerations for cost containment/expense reduction, revenue enhancement (including non-operating revenue 10 sources), customer service improvement, enhanced economic impact generation to the Hillsboro region, improvements to building maintenance procedures, and other key HEC operational characteristics. Fee Proposal: Provide at least two proposed alternative compensation proposals, at least one based solely on salaried/fixed fee obligations of the City/CRG to Proposer and at least one based on HEC revenue sharing/incentive fees/commission arrangements between City/CRG and Proposer. Financial Sustainability: To the extent available Proposers are encouraged to provide the following financial documents. 1. Balance Sheets for prior three years. 2. Income Statements for the prior three years. 3. Statements of Cash Flows for the prior three years. 4. Statements of changes in stockholder's equity for the prior three years. 5. Notes to Financial Statements. 6. Corporate/partnership federal income tax returns for the last completed fiscal year. 7. Credit report (e.g., Dun & Bradstreet report). 8. Credit history letter(s) from financial institution(s). 9. Most recent quarterly financial statement. In any event, should the City/CRG require evidence of financial stability other than what is submitted, the proposers will be expected to provide such acceptable evidence in order for their proposer to be considered responsive to this RFP. Terminated Contracts: List any contracts of the proposer for management and operation services of a facility that were terminated or not renewed within the past ten (10) years, including reasons for termination or non-renewal and whether the termination or non-renewal was initiated by the proposer or the facility. Withdrawal of Proposals: Proposals may be withdrawn by written request of the authorized signatory on the proposer's letterhead or by e-mail at any time prior to the submission deadline. General City/CRG Reservations a. City/CRG reserves the right to extend the submission deadline should this be in the interest of the City/CRG. Proposers have the right to revise and supplement their proposals until the final deadline. In the event this date is changed, notice will be posted on the City’s website at www.hillsborotx.org b. The City/CRG reserve the right to withdraw this RFP at any time without prior notice. The City/CRG make no representations that any contract will be awarded to any proposer responding to the RFP. The City/CRG reserves the right to reject any or all submissions. c. If an inadequate number of proposals are received or the proposals received are deemed nonresponsive, not qualified or not cost effective, the City/CRG may at their sole discretion reissue the RFP or execute a sole-source contract with a vendor. 11 d. The City/CRG will review and rate submitted proposals. A Proposer may not make any changes or additions after the deadline for receipt of proposals. The City/CRG reserve the right to request additional information or documentation, as it deems necessary. e. The City/CRG reserve the right to verify all information in the proposal. If information cannot be verified, and if the errors are not willful, the City/CRG reserves the right to reduce the rating of a Proposer or to reject a proposal. f. The City/CRG reserve the right to select the Proposer and to continue to negotiate and finalize the terms of the Management Agreement after selection. Submitted materials will not be returned to the sender after the proposals have been opened. All costs of proposal(s) preparation shall be borne by the Proposer. The City/CRG shall not be liable for any pre-contractual expenses incurred by Proposers in the preparation and/or submission of the proposals. Proposals shall not include any such expenses as part of the proposed budget. The City/CRG will not provide parking, clerical, office/storage space, telephone services or reproduction services throughout the proposal process. Confidential Information: Proposals made in response to this RFP may contain technical, financial, or other data the public disclosure of which could cause injury to the proposer's competitive position or constitute a trade secret. To protect such data from disclosure to the extent permitted by law, the proposer should specifically identify the pages of the proposal that contain confidential information by properly marking the applicable pages and inserting the following notice in the front of the proposal: “NOTICE: The data on the pages of this proposal identified by an asterisk (*) or marked along the margin with a vertical line, contain information which are trade secrets and/or whose disclosure will cause substantial injury to the proposer's competitive position. The proposer requests that such data be used only for the evaluation of its proposal, but understands that disclosure will be allowed to the extent that the City/CRG determines that the data or information is not confidential and must be released pursuant to federal, state, or local law." The City/CRG assumes no responsibility for disclosure or use of unmarked data for any purposes. The City/CRG will exercise care in applying this confidentiality standard, but will not be held liable for any damage or injury that may result from any disclosure that may occur. The proposer agrees to assume and pay for all costs incurred by the City/CRG, including attorneys' fees awarded by the court, if Proposer requests the City/CRG to resist disclosure of material provided to the City/CRG by the Proposer, provided the City/CRG determine the said materials are exempt from disclosure under federal, state, and local law. Note that wholesale use of headers/footers bearing designations such as "confidential," "proprietary," or "trade secret" on all or nearly all of a proposal is not acceptable, and may be deemed by the City/CRG as a waiver of any exemption claim. The identification of exempt information must be more specific. 12 V. EVALUATION PROCESS All proposals will be opened on August 23, 2013, and will be evaluated for completeness by City/CRG representatives based on the goals and criteria contained herein. The City/CRG reserves the right to waive irregularities or non-substantive incompleteness in a proposal. At the end of this completeness review, the City/CRG will assess each Proposer’s qualifications in the areas of technical, financial and substantive capability with respect to the standards set forth in this RFP. There will be no restriction as to the number of Proposers that may qualify to participate in the RFP process. During the RFP process, Proposers will have the opportunity to conduct due diligence of the HEC before submitting final binding proposals through meetings with the City/CRG, examination of architectural plans and related documents, and inspections of the proposed HEC facility. Proposers determined to have submitted a viable proposal will be contacted and on-site interviews will be scheduled and conducted. Proposers shall be allowed to explain or demonstrate the nature of their proposals, and may be requested to submit additional information or documentation in support thereof. In the event that City/CRG ascertain that additional information is necessary for a complete analysis of proposals, all Proposers shall be given the opportunity to submit such information. Finalists may be selected for additional interviews. VI. PROPOSERS' CONFERENCE AND INQUIRIES A mandatory Proposers' Conference will be held on August 6, 2013, 2:30 p.m. at City Administration Building 214 E. Elm Street, Hillsboro, Texas. To ensure the fair and consistent distribution of information, all questions will be answered by a Question-and-Answer (Q&A) document available on the City’s website at http:www.hillsborotx.org. No answers unique to an individual Proposer will be given but general questions received from Proposers will be posted on the website together with the answer to same. The Q&A document will be updated on a regular basis to ensure the prompt delivery of information. Appendices: A. Hillsboro Events Center exterior depictions (5) B. Hillsboro Events Center interior depictions (2) C. Hillsboro Events Center aerial depictions (5) 13