INVITATION TO NEGOTIATE

SUN DOME, INC.

ARENA MANAGEMENT

NOVEMBER 18, 2016

ITN# 11-16-YW01

Tampa, Florida

Responses Due: December 16, 2016; 2:00 P.M. Local Time

Sun Dome, Inc. is requesting proposals from qualified firms interested in the Sun Dome, Inc. Invitation to Negotiation for Arena Management as further specified herein.

If you are interested in submitting a proposal, please note that the proposal needs to be submitted no later than 2:00 p.m., December 16, 2016. Any questions concerning this Invitation to Negotiate should be directed in writing to Fell Stubbs, University Treasurer, at [email protected]

Sun Dome, Inc. 4202 E. Fowler Avenue ATH100 Tampa, Florida 33620-9000 SUBMIT PROPOSAL TO: SUN DOME, INC. Attn: Fell Stubbs, ITN 11-15-16-YW INVITATION TO 4202 E FOWLER AVENUE ATH100 TAMPA, FL 33620-9000 Telephone Number: Area Code 813 974-8444 NEGOTIATE Web Address:

Page 2 of 38 ITN WILL BE OPENED 2:00 P.M December 16, 2016 ITN NO: 11-16-YW01 pages and may not be withdrawn within 120 days after such date and time.

ISSUING DATE: ITN TITLE: ARENA MANAGEMENT SERVICES November 18, 2016 FEID NUMBER OR S.S. NUMBER Delivery will be Cash Discount Terms Days ARO VENDOR NAME REASON FOR NOT SUBMITTING PROPOSAL ______CERTIFIED OR CASHIER'S CHECK IS ATTACHED, WHEN REQUIRED, IN THE AMOUNT OF $ VENDOR MAILING ADDRESS CITY-STATE-ZIP POSTING OF PROPOSAL TABULATIONS Proposal tabulations with intended award(s) will be posted for review by interested parties at Purchasing Services and our solicitation web page and will remain posted for a period of 72 hours. WEB ADDRESS: ______Failure to file a protest within the time prescribed in Florida Board of Governors Regulation 18.002 and USF Regulation USF4.02090, or failure to post the bond or other security as required in Florida Board of Governors Regulation 18.003 and USF Regulation USF4.02050, shall constitute a waiver of proceedings under that regulation. AREA CODE TELEPHONE NUMBER TOLL-FREE NUMBER I certify that this ITN proposal is made without prior understanding, agreement, or connection with any corporation, firm or person submitting a proposal for the same materials, supplies, equipment or service and is in all respects fair and without collusion or fraud. I agree to abide by all conditions of this ITN ______proposal and certify that I am authorized to sign this ITN proposal for the responder and that the responder is in compliance with all requirements of the Invitation to Negotiate, including but not limited to, certification AUTHORIZED SIGNATURE (MANUAL) requirements. In submitting a proposal to the University of South Florida Board of Trustees, a public body corporate (“University”), the responder offers and agrees that if the ITN proposal is accepted, the responder ______will convey, sell, assign or transfer to the University all rights, title and interest in and to all causes of action AUTHORIZED SIGNATURE (TYPED) TITLE it may now or hereafter acquire under the Anti-trust laws of the United States and the State of Florida for price fixing relating to the particular commodities or services purchased or acquired by the University. At the University’s discretion, such assignment shall be made and become effective at the time the purchasing E-MAIL ADDRESS: ______agency tenders final payment to the responder GENERAL CONDITIONS: SEALED PROPOSALS: All proposal sheets and this acknowledgement form must be executed and submitted in a sealed envelope. (DO NOT INCLUDE MORE THAN ONE PROPOSAL PER ENVELOPE.) The face of the envelope shall contain, in addition to the above address, the date and time of the proposal opening and the proposal number. Proposal prices not submitted as instructed shall be rejected. All proposals are subject to the conditions specified herein. ITN responses, which do not comply with specified conditions, may be rejected. 1. EXECUTION OF ITN: ITN proposal must contain an original manual signature of authorized (e) INVOICING AND PAYMENT: The vendor shall be paid upon submission of properly certified representative in the space provided above. ITN proposal must be typed or printed in ink. invoices to the purchaser at the prices stipulated on the contract at the time the order is placed, Use of erasable ink is not permitted. All corrections made by vendor to his ITN price must after delivery and acceptance of goods, less deductions if any, as provided. Invoices shall contain be initialed. The company name and E.I.N. number or social security number shall appear the contract number, purchase order number and the vendor's EIN number. An original invoice on each pricing page of the ITN as required. Complete ordering instructions must be shall be submitted. Failure to follow these instructions may result in delay in processing invoices submitted with the ITN proposal. for payment. VENDOR’S RIGHT TO PAYMENT: Vendors providing goods and services to the University shall submit invoices to the University in order to receive payment. The University shall 2. NO ITN PROPOSAL: If not submitting an ITN proposal, respond by returning only this issue the Vendor’s payment within 30 days after receipt of acceptable invoices, receipt, inspection vendor acknowledgement form, marking it "NO ITN" and explain the reason in the space and acceptance of goods and/or services provided in accordance with the terms and conditions of provided above. Failure to respond to a procurement solicitation without giving justifiable the purchase order/contract. If payment is not made within said 30 days, a separate interest reason for such failure, non-conformance to contract conditions, or other pertinent factors penalty (established pursuant to Section 55.03 (1), Florida Statues) on the unpaid balance will be deemed reasonable and valid shall be cause for removal of the supplier's name from the paid upon Vendor’s written request to the University, providing said request is received by the ITN mailing list. Note: To qualify as a respondent, vendor must submit a "NO ITN", and it University no later than 30 days from the date shown on the University’s check. The interest must be received no later than the stated ITN opening date and hour. provision applies after a 30-day period to health care providers as defined by rule. Interest of less 3. ITN OPENING: Shall be public, on the date and at the time specified on the ITN form. It is than one (1) dollar will not be enforced. the vendor's responsibility to assure that his ITN proposal is delivered at the proper time and place of the ITN opening. ITN proposals, which for any reason are not so delivered, will (f) The University’s vendor ombudsman, whose duties include acting as an advocate for vendors who not be considered. Offers by facsimile or telephone are not acceptable. An ITN proposal may be experiencing problems in obtaining timely payment(s) from the University may be may not be altered after opening of the proposals. NOTE: Proposal tabulations will be contacted at 813-974-2481. Written inquiries and requests for interest penalty payments can be furnished upon written request with an enclosed, self-addressed, stamped envelope. addressed to: USF Accounts Payables, 4202 Fowler Ave ADM 147., Tampa, Fl. 33620. Proposal files may be examined during normal working hours by appointment. Proposal tabulations will not be provided by telephone. (g) ANNUAL APPROPRIATIONS: The University’s performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature. 4. PRICES, TERMS AND PAYMENT: Firm prices shall be proposed and include all packing, handling, shipping charges and delivery to the destination shown herein. 5.

(a) TAXES: The University does not pay Federal Excise and Sales taxes on direct purchases of DELIVERY: Unless actual date is specified (or if specified delivery cannot be met), show number tangible personal property or services. See tax exemption number on face of purchase of days required making delivery after receipt of purchase order in space provided. Delivery time order or agreement form. This exemption does not apply to purchases of tangible personal may become a basis for making an award (see Special Conditions). Delivery shall be Monday property or services made by vendors who use the tangible personal property or services in through Friday, 8:00 a.m. to 11:30 a.m. and 1:00 p.m. to 4:00 p.m., excluding University of South the performance of contracts for the improvement of University-owned real property as Florida holidays, unless otherwise specified. defined in Chapter 192, F.S. 6. ADDITIONAL TERMS AND CONDITIONS: No additional terms and conditions included with the (b) DISCOUNTS: Cash discounts for prompt payment shall not be considered in determining ITN response shall be evaluated or considered and any and all such additional terms and the lowest net cost for ITN proposal evaluation purposes. conditions shall have no force and effect and are inapplicable to this ITN. If submitted either

(c) MISTAKES: Vendors are expected to examine the specifications, delivery schedule, purposely through intent or design or inadvertently appearing separately in transmittal letters, proposal prices, extensions and all instructions pertaining to supplies and services. Failure specifications, literature, price lists or warranties, it is understood and agreed the general and to do so will be at vendor's risk. In case of mistake in extensions the unit price will govern. special conditions in this ITN solicitation are the only conditions applicable to the ITN and the vendor's authorized signature affixed to the vendor acknowledgement form attests to this. (d) CONDITIONS AND PACKAGING: It is understood and agreed that any item offered or shipped as a result of this ITN proposal shall be new, current standard production model available at time of the ITN. All containers shall be suitable for storage or shipment, and all prices shall include standard commercial packaging.

7. MANUFACTURERS' NAME AND APPROVED EQUIVALENTS: Any manufacturers' name, 15. GOVERNMENTAL RESTRICTIONS: In the event any governmental restrictions may be trade names, brand names, information and/or catalog numbers listed in a specification are imposed which would necessitate alteration of the material, quality, workmanship or for information and not intended to limit competition. The proposer may offer any brand for performance of the items offered on this ITN prior to their delivery, it shall be the which he is an authorized representative, which meets or exceeds the specifications for any responsibility of the supplier to notify Purchasing and Property Services at once, indicating item(s). MEASUREMENTS: Customary measurements appearing in these specifications in his letter the specific regulation which required an alteration. The University reserves the are not intended to preclude proposals for commodities with metric measurements. If right to accept any such alteration, including any price adjustments occasioned thereby, or proposals are based on equivalent products, indicate on the ITN form the manufacturer's to cancel the contract at no further expense to the University. name and number. Vendor shall submit with his proposal, cuts, sketches, and descriptive literature, and/or complete specifications. Reference to literature submitted with a previous 16. ADDITIONAL QUANTITIES: For a period not exceeding 180 days from the date of proposal will not satisfy this provision. The University reserves the right to determine acceptance of this offer by the buyer, the right is reserved to acquire additional quantities acceptance of item(s) as an approved equivalent. Proposals, which do not comply with up to the amount shown on the ITN but not to exceed the threshold for category two at the these requirements, are subject to rejection. Proposals lacking any written indication of prices proposed in this invitation. If additional quantities are not acceptable, the ITN intent to propose an alternate brand will be received and considered in complete compliance proposal sheets must be noted "PROPOSAL IS FOR SPECIFIED QUANTITY ONLY." with the specifications as listed on the ITN form. The Purchaser is to be notified of any proposed changes in (a) materials used, (b) manufacturing process, or (c) construction. 17. SERVICE AND WARRANTY: Unless otherwise specified, the vendor shall define any However, changes shall not be binding upon the University unless evidenced by a Change warranty service and replacements that will be provided during and subsequent to this Notice issued and signed by the University. contract. Vendors must explain on an attached sheet to what extent warranty and service facilities are provided. 8. INTERPRETATIONS/DISPUTES: Any questions concerning conditions and specifications

shall be directed in writing to this office for receipt no later than forty-eight (48) hours prior to 18. LEGAL REQUIREMENTS: Applicable provision of all Federal, State, county and local the ITN opening. Inquiries must reference the date of ITN opening and ITN number. No laws, and of all ordinances, rules, and regulations shall govern development, submittal and interpretation shall be considered binding unless provided in writing by the University in evaluation of all proposals received in response hereto and shall govern any and all claims response to requests in full compliance with this provision. Any person who is adversely and disputes which may arise between person(s) submitting a ITN response hereto and affected by the Agency's decision or intended decision concerning a procurement the University, by and through its officers, employees and authorized representatives, or solicitation or contract award and who wants to protest such decision or intended decision any other person, natural or otherwise; and lack of knowledge by any vendor shall not shall file a protest in compliance with USF Regulation 4.02050(3). Failure to file a protest constitute a cognizable defense against the legal effect thereof. within the time prescribed in Section 120.57(3), F.S., shall constitute a waiver of

proceedings under Chapter 120, F.S. 19. PATENTS COPYRIGHTS, TRADEMARKS, ROYALTIES and other Intellectual Property: 9. NOTICE OF ITN PROTEST BONDING REQUIREMENT: Any person who files an action The vendor, without exception, shall indemnify and save harmless the purchaser and its protesting a decision or intended decision pertaining to contracts administered by the employees from liability of any nature or kind, including cost and expenses for or on University pursuant to Section 120 F.S., shall post with the University at the time of filing the account of any copyrighted, patented, trademarked or unpatented invention, process, or formal written protest, a bond payable to the University in an amount equal to 10 percent of article manufactured or supplied by the vendor. The vendor has no liability when such the University's estimate of the total volume of the contract or $10,000 whichever is less, claim is solely and exclusively due to the combination, operation or use of any article which bond shall be conditioned upon the payment of all costs which may be adjudged supplied hereunder with equipment or data not supplied by vendor or is based solely and against him in the administrative hearing in which the action is brought and in any exclusively upon the University's alteration of the article. The purchaser will provide prompt subsequent appellate court proceeding. For protest of decisions or intended decisions of written notification of a claim of copyright or patent infringement and will afford the vendor the University pertaining to requests for approval of exceptional purchases, the bond shall full opportunity to defend the action and control the defense. be in the amount equal to 10 percent of the requesting agency's estimate of the contract amount for the exceptional purchase requested or $10,000, whichever is less. In lieu of a 20. Further, if such a claim is made or is pending the vendor may, at its options and expenses bond, the University may, in either case, accept a cashier's check or money order in the procure for the purchaser the right to continue use of, replace or modify the article to amount of the bond. FAILURE TO FILE THE PROPER BOND AT THE TIME OF FILING render it non-infringing. (If none of the alternatives are reasonably available, the University THE FORMAL PROTEST WILL RESULT IN A DENIAL OF THE PROTEST. agrees to return the article on request to the vendor and receive reimbursement, if any, as may be determined by a court of competent jurisdiction.) If the vendor uses any design, 10. CONFLICT OF INTEREST: The award hereunder is subject to the provisions of Chapter device or materials covered by copyright, patent or trademark, it is mutually agreed and 112, F.S. All vendors must disclose with their proposal the name of any officer, director, or understood without exception that the proposal prices shall include all royalties or costs agent who is also an employee of the University. Further, all vendors must disclose the arising from the use of such design, device, or materials in any way involved in the work. name of any University employee who owns, directly or indirectly, an interest of five percent

(5%) or more in the vendor's firm or any of its branches. 21. ASSIGNMENT: Any Purchase Order issued pursuant to this ITN and the monies, which 11. AWARDS: As the best interest of the University may require, the right is reserved to make may become due hereunder, are not assignable except with the prior written approval of award(s) by individual item, group of items, all or none, or a combination thereof; on a the ordering agency.

geographical district basis and/or on a statewide basis with one or more suppliers; to reject any and all proposals or waive any minor irregularity or technicality in proposals received. 22. LIABILITY: The vendor shall save and hold harmless the University, its officers, agents When it is determined there is competition to the lowest responsible vendor, evaluation of and employees against any and all claims by third parties resulting from the vendor's other proposals is not required. Vendors are cautioned to make no assumptions unless their breach of this contract, the vendor's negligence, and/or vendor’s other wrongful acts. proposal has been evaluated as being responsive. All awards made as a result of this ITN 23. shall conform to applicable Florida Statutes, and University Regulations, policies and FACILITIES: The University reserves the right to inspect the vendor's facilities at any

Procedures. reasonable time with prior notice.

12. SAMPLES: Samples of items, when called for, must be furnished free of expense on or 24 PUBLIC PRINTING: A vendor must have at the time of ITN opening a manufacturing plant before ITN opening time and date, and if not destroyed may, upon request, be returned at in operation, which is capable of producing the items proposed, and so certify upon the vendor's expense. Each individual sample must be labeled with vendor's name, request of the agency. Every agency of the State, including agencies within the legislative manufacturer's brand name and number, ITN number, and item reference. Request for and judicial branches of government, shall give preference to vendors located within the return of samples shall be accompanied by instructions, which include shipping State when awarding contracts to have materials printed, whenever such printing can be authorization and name of carrier, and must be received within 90 days after ITN opening done at no greater expense than, and at a level of quality comparable to that obtainable date. If instructions are not received within this time, the University shall dispose of the from a vendor located outside the State. commodities. (a) CONTRACTS NOT TO BE SUBLET: In accordance with Printing Laws and 13. NONCONFORMANCE TO CONTRACT CONDITIONS: Others acceptable to the University Regulations printing contracts cannot be sublet. Printing shall be awarded only to printing may test Items for compliance with specifications by the Florida Department of Agriculture firms. No contract shall be awarded to any broker, agent, or independent vendor offering and Consumer Services. Should the items fail testing, the University may require the vendor to provide printing manufactured by other firms or persons. to reimburse the University for costs incurred by the University in connection with the (b) PRINTING ADJUSTMENTS, OVERRUNS-UNDERRUNS: No adjustment shall be examination or testing of the commodity including costs relating to transporting the accepted by an agency on any purchase of printing unless conditions or specifications of commodity samples to the testing site, actual test costs, personnel costs and other proposal expressly so provide. applicable costs. The data derived from any tests for compliance with specifications are (c) COMMUNICATIONS: It is expected that all materials and proofs will be picked up and public records and open to examination thereto in accordance with Chapter 119, F.S. Items delivered by the printer or his representative, unless otherwise specified. Upon request, delivered not conforming to specifications may be rejected and returned at vendor's materials will be forwarded by registered mail. expense. These items and items not delivered as per delivery date in ITN and/or purchase (d) RETURN OF MATERIALS: All copy, photos, artwork, and other materials supplied by order may result in vendor being found in default in which event any and all reprocurement the purchaser must be handled carefully and returned in good condition upon completion costs may be charged against defaulting vendor. Any violation of these stipulations may of the job. Such return is a condition of the contract and payment will not be made until also result in: return is affected. (e) QUALITY-PERFORMANCE ANALYSIS: The vendor on any purchase of printing in a) Suppliers name being removed from the University list. b) All University departments being advised not to do business with the supplier without excess of the threshold for category two shall complete and forward to Purchasing and written approval from Purchasing and Property Services until such time as supplier Property Services the analysis form that accompanied his purchase order together with an reimburses the University for all reprocurement and cover costs. invoice copy.

14. INSPECTION, ACCEPTANCE AND TITLE: Inspection and acceptance will be at destination 25. PUBLIC RECORDS: Any material submitted in response to this ITN will become a public unless otherwise provided. Title and risk of loss or damage to all items shall be the document pursuant to Section 119.07, F.S. This includes material, which the responding responsibility of the contract supplier until accepted by the ordering agency, unless loss or vendor might consider to be confidential, or a trade secret. Any claim of confidentiality is damage results from negligence by the ordering agency. The contract supplier shall be waived upon submission, effective after opening pursuant to Section 119.07, F S.

responsible for filling, processing and collecting all damage claims. However, to assist him 26. DEFAULT: Failure to perform according to this proposal and/or resulting contract shall be cause in the expeditious handling of damage claims, the ordering agency will: for your firm to be found in default in which event any and all reprocurement costs may be charged a) Record any evidence of visible damage on all copies of the delivering carrier's Bill of against your firm. Any violations of these stipulations may also result in: Lading. a) Vendor’s name being removed from Purchasing and Property Services vendor mailing list. b) Report damage (Visible and Concealed) to the carrier and contract supplier, confirming b) All University agencies being advised not to do business with the vendors without written such reports, in writing, within 15 days of delivery, requesting that the carrier inspect the approval of Purchasing and Property Services.

damaged merchandise. 27. CANCELLATION: The University shall have the right of unilateral cancellation for refusal by the c) Retain the item and its shipping container, including inner packing material, until the contractor to allow public access to all documents, papers, letters, or other material subject to the carrier and the contract supplier perform inspection. provisions of Chapter 119, Florida Statutes, and made or received by the contractor in conjunction d) Provide the contract supplier with a copy of the carrier's Bill of Lading and damage with the contract. inspection report. NOTE: ANY AND ALL SPECIAL CONDITIONS AND SPECIFICATIONS ATTACHED HERETO WHICH VARY FROM THE GENERAL CONDITIONS SHALL HAVE PRECEDENCE.

Revised 09/08/2008

Table of Contents Topic _____Page

Section I – Invitation to Negotiate………………………………………………………. 6

1. Purpose of the ITN…………………………………………………………………. 6

Section II – Highlights of SDI, USF and the USF Sun Dome……………………...…… 7

1. Sun Dome, Inc. and the USF Sun Dome Arena.…………………………………... 7

2. Selected Information about the University of South Florida………………………. 8

3. USF Sun Dome Arena Management Objectives……………………………………9

Section III – ITN Procedures and Response Requirements…………………………….10

1. ITN Schedule………………………………………………………………...... 10

2. Overview of Bidding and ITN Process…………………….………………………. 10

3. Qualification Requirements…………………………………………………………11

4. Negotiations………………………………………………………………………....11

Section IV – Submittal Requirements…………………………………………………….11

1. Organizations Background and Team Information...………………………...... 12

2. Management, Operations and Administration………….………………………...... 14

3. Event Booking, Marketing and Promotions…………………………………………15

4. Financial Capabilities and Requirements…………………………………………....16

5. Submission Instructions……………………………………………………………...16

Section V – Special Conditions…………………………………………………………….17

Section VI – Exhibits……………………………………………………………………….23

1. Sun Dome Arena 3-Year Performance (High Level)……………………………24

2. Arena Features…………………………………………………………………...25

3. Organization Chart……………………………………………….………………26

4. Sun Dome Arena Parking……………………………………….……………….27

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5. Seating Capacity – Various…………………………………………………….28

6. Back of the House……………………………………………………………...35

7. Corral Features…………………………………………………………………36

8. Arena Club, Student Club, Team Store………………………………………...37

9. Event Production……………………………………………………….………38

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SECTION I: INVITATION TO NEGOTIATE

1.1 Overview of the Opportunity and ITN Process

Sun Dome, Inc. (“SDI”) intends to negotiate arena management services for the USF Sun Dome Arena (“Arena”). By way of this Invitation to Negotiate (“ITN”), we invite proposals from qualified organizations for the arena management services described herein. It is important to note that the arena management organization contracting to provide services as a result of this Invitation to Negotiate, must make a commitment to accept the responsibility of supporting and facilitating an exceptional partnership with SDI, University of South Florida (“University” or “USF”) and the Bay area communities.

Through this solicitation process, the SDI is seeking to identify an organization with appropriate qualifications, experience, financial capacity and a proven track record of executing best in class arena management services.

Following receipt of initial proposals on qualifications, SDI will establish a shortlist of the organizations (“Qualified Proposers”) to continue in the ITN process and further develop the

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framework and structure for arena management services with SDI. A response to this ITN is a prerequisite to participate in subsequent steps.

The information provided in this document describes the Arena’s current arena management services. To select the awarded organization, SDI will evaluate the responses based on the criteria contained herein.

Interested parties should not contact any officials of SDI and USF with regard to this opportunity, other than Fell Stubbs, as previously described.

Interested parties are advised that unauthorized contacts with officials or related parties of SDI and USF may result in elimination of a vendor from this ITN process.

SECTION II: HIGHLIGHTS OF SDI AND THE UNIVERSITY AND DESCRIPTION OF THE ARENA MANAGEMENT OPPORTUNITY

2.1 Sun Dome, Inc., and the USF Sun Dome Arena

Sun Dome, Inc. (“SDI”) is a separate 501(c)(3) organization established as a Direct Support Organization of USF under Florida Statute 1004.28. The USF Sun Dome Arena (“Arena”) is owned by USF and is overseen on behalf of USF by SDI.

The Arena serves as the home venue and facility for the USF men’s and women’s basketball teams. The multi-purpose venue also hosts an abundance and variety of other events both internal and external to USF including, but not limited to, commencements, concerts, sports and entertainment events, consumer shows, religious services, conventions, ethnic festivals, rodeos, wrestling, youth sports camps, gymnastics and cheerleading competitions, lectures, and political rallies among other corporate, community, and USF events.

The Arena ranks 2nd among Florida venues and 5th among all university venues in the Nation in gross ticket sales and attendance with a capacity of 10,001 to 15,000 seats.

The 250,000 square foot Arena facility has an approximate 10,000 seats or more capacity in an oval bowl setting, a state-of-the art center hung LED scoreboard, nicely placed concessions and restrooms at the concourse level and enhanced southeast and southwest entries. The Arena also includes a hospitality and viewing club area along the north sideline immediately placed above the lower bowl seating area for a capacity of ~500 patrons. Additionally, there are ten (10) loge boxes that provide a more private and exclusive seating arrangement to be sold by the USF Athletics Department. Loge boxes prices and revenues are likely to be inclusive of tickets for USF basketball events, while also providing loge box holders the first right of refusal to purchase tickets to other external events (e.g. concerts). In addition to the Arena and the multiple opportunities within, the facility also includes an adjoining gymnasium called the Corral Gymnasium (“Corral”). The Corral is the home court of the USF Women’s volleyball team.

This ITN will include the facility and space of the Corral Gymnasium which has also historically served as a rental venue for various events. The Arena serves as a strategic asset and iconic focal

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point of the University in engaging the Tampa Bay community to the Tampa campus through a mix of hosting internal and external events. The USF men’s and women’s basketball home game schedules (typically eighteen home games per each program for a total of 36 games per year) will have priority in scheduling over other events. The American Athletic Conference releases conference basketball schedules generally in the August/September timeframe prior to the corresponding and upcoming November through February basketball season. USF will assist, to the best of its ability, in requesting flexibility from the conference office for certain event dates in an effort to host profitable and/or significant external events.

The management of the Arena is currently under contract with Spectra through June 30, 2017. The Arena’s concessions are exclusively contracted with Aramark. The Arena’s ticketing solutions and systems are currently not under contract and will be negotiated under a separate negotiation process unless an opportunity is identified as a result of this ITN and acceptable to SDI. The Arena’s advertising, sponsorship, and naming rights are contracted to IMG. The Arena’s pouring rights are contracted with Coca-Cola through the University’s campus wide pouring rights agreement, under which those revenues will be billed and collected by USF.

2.2 Selected Information about the University of South Florida

The University of South Florida is a high-impact, global research university located in the Tampa Bay area on Florida's west coast. It is one of the largest public universities in the nation, and among the top 50 universities, public or private, for federal research expenditures. The University is one of only four Florida public universities classified by the Carnegie Foundation for the Advancement of Teaching in the top tier of research universities, a distinction attained by only 2.3 percent of all universities.

At the heart of USF is a vibrant, diverse and engaged student body. Serving nearly 50,000 students, the University has an annual budget of $1.6 billion and an annual economic impact of $4.4 billion. The University includes three separately accredited institutions by the Commission on Colleges of the Southern Association of Colleges and Schools: USF; USF St. Petersburg; and USF Sarasota-Manatee. The University's main Tampa location is home to USF Health, including the Colleges of Medicine, Nursing, Public Health and Pharmacy.

USF offers over 240 degree programs at the undergraduate, graduate, specialty and doctoral levels, including the doctor of medicine. More than 2,000 distinguished scholars, researchers and expert teachers, nearly all holding PhDs or the highest degrees in their fields, make up the USF faculty – including the 2012 U.S. Professor of the Year. During the 2014-2015 academic year, USF awarded 9,468 bachelor’s degrees, 3,156 master’s degrees and 608 specialty and doctoral degrees. In its 59-year history, USF has awarded a total of 339,976 degrees and has more than 100,000 alumni living in the Tampa Bay area.

USF is a member of the American Athletic Conference, with 17 men's and women's varsity teams competing at the NCAA Division I level. New facilities for practice and competition, along with a completely renovated USF Sun Dome, have been recently added to the Tampa campus.

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Additional information on the University is available at http://www.usf.edu/about- usf/index.aspx.

2.3 USF Sun Dome Arena Management Objectives

Sun Dome, Inc. and the University is interested in achieving the following goals:

(1) Enhancing the Quality of the Student, Student-Athlete and General Public Experience: SDI and USF are committed to creating memorable experiences for students, student-athletes and the general public by having a premier sports and entertainment venue that provides a diverse mix of events reflective of the diverse population of both the University and the region.

(2) Balance Self-Sufficiency with High Profile Acts: The Arena has shown the ability to attract marquee talent, sell tickets and be an enjoyable experience for patrons. SDI and USF understand the need for the Arena to be financially successful, but SDI and USF are also interested in providing more high profile acts that fit within the cultural, financial and operational framework of SDI and USF.

(3) Establishment of Facility Reserve Funds: Through mutually agreed upon metrics, SDI and USF have an interest in establishing a deferred maintenance and capital improvement fund. The partnership must include upside opportunity and risk sharing for all parties involved, with all intentions pointing towards increasing Arena profitability and other successful outcomes.

(4) Exceptional Levels of Service: SDI and USF desire to have best-in-class service with internal and external constituents. The Arena manager is expected to build and maintain outstanding relationships with campus and community partners, while also creating a positive experience for patrons visiting the Arena.

(5) Ensure Daily Management of Arena is at Appropriate Level of Support: Through general management of the building, event management, building operations, box office operations, management of service contracts, coordination with University departments, and the adherence of all local, state, federal laws and OSHA rules and regulations, SDI and USF expect the arena manager to be an inclusive and transparent partner regarding all day to day management functions of the facility.

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SECTION III: ITN PROCEDURE AND RESPONSE REQUIREMENTS

5.1 ITN Schedule (Dates are subject to Change)

PROJECTED SCHEDULE DATE Release of ITN November 18, 2016 Deadline for questions November 30, 2016 Response Addendum posted December 5, 2016 ITN responses due December 16, 2016 Qualified Proposers Site Visit and Due Diligence January 4, 2017 Proposal Evaluation January 9, 2017 Campus Interviews (at USF Option) TBD Finalists Selected January 16, 2017

3.2 Overview of Bidding and ITN Process

The purpose of the ITN is to identify interested parties that have the qualifications, experience and financial capacity necessary to assume the responsibilities of arena management.

The University’s evaluation of each ITN response will be based upon the information provided, additional information requested by the University, information obtained from references and independent sources, and formal presentations, if requested.

Proposers that are deemed qualified by the University during the procurement process will be provided with additional information concerning the arena management of the facility and provided an opportunity to conduct due diligence.

As part of the proposal process, it is anticipated that the Qualified Proposers will engage in the following activities: i. Participate in a campus tour and tour of the site. ii. Conduct in-person interviews and present (digitally and verbally) additional requested materials relevant to the services solicited in this ITN. iii. Review and discuss the proposed business terms that will form the relationship with the University. iv. Discuss and prepare best and final proposals. Discussions may be requested by SDI for the following purposes: . Receive feedback from SDI regarding potential deficiencies in proposals; . Receive notification of additional materials requested by SDI to supplement details provided in initial proposal; or . Receive feedback from SDI indicating that a revised proposal is requested, which aims to allow the proposer to provide the best value proposal. The conditions, terms, or price of the proposal may be altered or otherwise changed during the course of the discussions.

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v. Following this due diligence process, final and binding proposals will be submitted in accordance with procedures and evaluation criteria to be provided to Qualified Proposers.

3.3 Qualification Requirements

This ITN is open to prospective parties who seek qualification to pursue the arena management of the USF Sun Dome. Qualification will be based on a determination by the University at its sole and complete discretion that the organization meets the requirements highlighted in Section 4 – Submittal Requirements.

Upon receipt, all ITN submissions will be reviewed for completeness in accordance with the submission requirements, and evaluated in the areas of background and team information, technical capability, financial capability, relevant experience/references and approach, with respect to the standards set forth in this ITN (see Section 4).

Sun Dome, Inc. will not consider any response to the ITN that does not completely fulfill these requirements. SDI reserves the right to accept or reject any or all proposals.

3.4 Negotiations

Sun Dome, Inc. may commence negotiations with the highest-ranked organization or commence simultaneous negotiations with any number of qualified organizations.

SDI may negotiate: a. The statement of work; b. The contract price, as it is affected by negotiating the statement of work; and c. The terms and conditions, determined by SDI in its sole discretion to be reasonably related to the terms of this ITN and in the best interest of SDI and USF.

4. SUBMITTAL REQUIREMENTS

The following constitute the submittal requirements and evaluation criteria for SDI to evaluate the ITN responses. The ITN response must follow the order provided below in order to facilitate evaluation of the responses. In addition, the ITN response should provide tabs correlating to each of the following criteria numbers below. It is critical that responses to the ITN are consistent in order to ensure accuracy in the Sun Dome, Inc. review process. Failure to submit proposals in the requested order poses risk that all Submittal Requirements are included, and accurately compared.

Your proposal must respond to each criterion in the following order:

- Cover Page - Tab 1.1: Cover Letter

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- Table of Contents - Tab 1.2: Organizations Background and Team Information - Tab 1.3: Management, Operations and Administration - Tab 1.4: Event Booking, Marketing and Promotions - Tab 1.5: Financial Capabilities and Requirements (includes Pro Forma statements)

4.1 Organizations Background and Team Information

Provide a description of the Organization and include in the description, organizational structure, number of employees by function, and an organizational chart.

4.2 Management, Operations and Administration

 Rationale for facility management: Explain your firm’s interest in responding to this ITN, discuss why management of the Arena will be in the best interest of the Arena, SDI, and USF, and describe how your management will best benefit the overall management, operation, marketing and event booking of the Arena. Explain how your firm will successfully integrate the Arena’s management, operations, marketing and event booking functions under a private management agreement.

 Unique selling proposition: Please specify the elements of your firm’s business philosophy and operating history, as evidenced in the development of new business and the carrying out of past and current contracts and business relationships, that both differentiate your company from your competition and that are specifically applicable to the Arena, SDI, USF, the Tampa Bay area, and the State of Florida.

 Financial management: Explain your firm’s standard approach, policies and procedures for financial management including budgeting, accounting, types of financial reporting and systems, internal controls, cash collections, purchasing, contracting, disbursements, box office and payroll. Provide representative examples of event, monthly and annual financial and event reports that the firm currently uses and/or that the firm would propose to use at the Arena. The firm shall describe its plans and procedures for accounting, cash handling, banking, auditing and reporting to SDI. Any written policies and procedures of the firm relating to such fiscal functions should be included in the proposal.

 Staffing and organization: The firm will describe its ability to identify, access, hire, train and manage key management personnel, and will provide a projected Arena organizational chart based on the size of and proposed event schedule at the Arena. The firm will provide general job descriptions for proposed senior-level positions, will identify minimum benchmark professional and other qualifications that it deems necessary for these positions, and will provide specific profiles of any current firm employees that the firm can identify and consider for employment at the Arena in positions that are considered to be key to the Arena’s success (e.g. general manager, assistant general manager, marketing, event operations, etc.). The firm is expected to include proposed Arena staff members in presentations if the firm is asked to appear for an interview following proposal submissions. The firm should include any written statements or policies which pertain to employment/personnel policies and procedures

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and describe its plans for any personnel services or staffing needs which it proposes to subcontract to third-parties.

 Operating budget: The firm will explain the methodology it will use to create projected annual revenues and expenses for the facility, will sufficiently identify and explain projected revenue and expense categories, and will provide an explanation as to how the sources and volume of all revenues will be determined. The firm will list all assumptions that will be made to create a 12-month projection, and in particular will provide preliminary estimates for each of the following areas of Arena operation: proposed rental charges for each type of Arena event category; novelty commission percentage; box office fee (structure, payments); formula for calculation of event staffing reimbursement; formula for calculation of facility maintenance fee; estimated budget for office supplies, travel, dues, subscriptions, and other related operating expense items. The firm will reference expectations in the area of estimated event activity volumes and potential event types that can be secured for the Arena.

 Facility security and crowd control: Provide a description of your firm’s overall approach to both non-event and event security, and in-arena crowd control. Provide examples of security plans and programs that have been successfully implemented in facilities similar to the Arena that might also be appropriate for the Arena.

 Utilization of students: The firm will discuss its philosophy and experience regarding the utilization of students as part of its event staffing pool and internship program.

 Expectation for Arena benefits: The firm will provide an assessment of the economic and non-economic benefits that it believes will accrue to USF as a direct result of its having access to and relationships with the firm (e.g. the firm’s company-managed facilities, staff, and other assets and resources located within the Tampa Bay area, the State of Florida, the Southeast region of the United States, industry partnerships, etc.). The firm will specifically explain how synergies that it expects to develop among these resources will generate specific benefit for the Arena.

 Facility maintenance: Provide a description of your firm’s overall approach to facility maintenance. Discuss the manner in which ongoing maintenance will be scheduled, prioritized, and carried out and how financial responsibility will be shared for such services. Describe your firm’s philosophy on outsourcing or subcontracting maintenance and janitorial and event cleaning services.

4.3 Event Booking, Marketing and Promotions

 Event history summary: Provide event booking histories (preferably three years) for at least one (1) relevant indoor facility of like size or in the Florida market, showing for each facility: i. An annual number of specific events, number of event days (not including move-in/out), and an approximation of gross ticket revenues from all events for each year;

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ii. Any significant additions made to the facility's three-year event schedule as a result of the firm’s marketing/negotiating efforts (with explanation); and iii. Any significant losses to the three-year event schedule (with explanation).

 Facility marketing and public relations: Describe the firm’s philosophy for and ability to successfully promote and manage relations with local news media, facility and entertainment industry contacts and trade publications, and local community and civic leaders. Provide details of any specific marketing strategies that might be proposed to maximize public and industry awareness as well as the ongoing image of the Arena, and to enhance event bookings efforts.

 Event marketing and public relations: Describe the firm’s philosophy for and ability to successfully market facility-promoted, co-promoted, and outside promoter events and to maximize attendance levels and event-related revenues.

 Event booking and promotion: Cite the firm’s ability to book events both in the State of Florida and at USF, and describe the firm’s ability to promote and co-promote musical, sports, family shows, stage events, and other programming at the Arena. Discuss the firm’s experience working with local or regional individuals or entities that will be key to attracting and scheduling non-University events, including convention and visitors bureaus, arts organizations, and professional/business organizations. Identify other significant outside music and non-music promoters who you have experience working with in the Tampa Bay area marketplace, describe your firm’s working relationship with each, and explain how this relationship will make a positive contribution to the Arena’s annual event schedule. Provide detail as to how the firm will work effectively with the USF student programming group to support student-sponsored event programming at the Arena.

 Market knowledge: Describe your specific understanding of the City of Tampa and the Tampa Bay area’s history and status as a host market for ticketed (music, sports, family show) events, and provide both your interpretation of this history and status as well as your strategies for impacting this status in a positive manner.

 Program/event sponsorship: Discuss the company’s philosophy for and experience regarding program and event sponsorship planning and sales. Provide any relevant case studies that illustrate unique methodologies that have been developed as well as successes that you have had in this area.  Ticketing solutions and systems: If the firm has a preference as to which ticketing solutions and systems the Arena should consider utilizing or if the firm has the ability to provide state-of-the-art ticketing solutions and systems (i.e. software/website) itself, the firm should include such recommendation in its proposal and outline a financial arrangement for the consideration of SDI in agreeing to contract and use the platform.

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4.4 Financial Capabilities and Requirements

 Capital contributions: Provide a proposed capital contribution the firm would be willing to make to the facility in an effort to enhance Arena opportunities, improve technology functionality.

 Management fees: Provide a monthly or annual fixed arena management fee that you would propose for comprehensive management services for the Arena. This fee should correlate to the scope of services that SDI expects the arena management firm to provide as described under this ITN. Should the scope of ongoing facility management services that you anticipate providing differ materially from the ITN scope of services, explain how it will differ, why it will differ, and justify your proposed fees accordingly. The firm shall identify and describe what central and senior management oversight is included in the management fee vs. staffing costs/personnel to be funded by arena operations exclusive of the management fee.

 Incentive payments: Provide a proposal detailing an incentive payments program and/or commissions structure to be received as a result of management of the Arena. Along with a calculation or model for determining the proposed incentive or commission, provide a description of other incentive or commission plans that you considered for the USF Arena opportunity, and explain why this proposed incentive or commission plan is most appropriate for SDI than other possible plans, and also explain how this plan will optimize operation, activity levels, and generation of revenue at the Arena.

 Staffing costs: Provide an organizational chart and estimated salary schedule for the key staff positions involved in providing services for the Arena. At minimum, provide salary estimates for positions in the areas of: general management, business/finance, marketing, ticketing, and events, and include any additional key positions that you feel are required to successfully operate and manage the Arena. The firm should also disclose if the proposed management fee is inclusive of any staffing costs and/or affirm which staffing costs are exclusive of the management fee.

 Financial terms to exit agreement: Provide an outline of a formula that you would propose, as a means of terminating the management agreement by SDI for convenience including terms for a notice provision and financial penalty, if any.

 Responsibility for operating losses: Discuss how your firm would propose that responsibility for potential operating losses at the Arena be allocated or distributed among the interested parties. Relate this proposal to relevant examples from other similar facilities that the firm currently manages.  Specificity regarding revenues and expenses: Wherever possible, all aspects of the required compensation proposal submission shall include references to specific revenue and expense types as a means of providing clarity of understanding and analysis for the review committee.

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4.5 Submission Instructions

Copies of your submission should be delivered to the University procurement representative at the address shown below no later than 2:00 pm EST, on December 16, 2016.

Fell Stubbs University Treasurer University of South Florida 4202 E. Fowler Avenue CGS 401 Tampa, Florida 33620-4401 [email protected]

Any questions concerning this ITN should be directed in writing to Fell Stubbs, University Treasurer ([email protected]). Questions must be received by November 30, 2016.

Interested Parties should not contact any other officials of SDI or USF with regard to this opportunity.

Interested Parties are advised that unauthorized contacts with officials, related parties or advisors of SDI or USF may result in elimination of an Interested Party from this ITN process.

Addenda.

Any addenda or instructions issued by SDI prior to the time for receiving proposals shall become a part of this proposal. Such addenda shall be acknowledged in the proposal. No instructions or changes shall be binding unless documented by a proper and duly issued addendum. SDI is under no obligation to contact firms for clarification but reserves the right to do so.

Selection Protests.

Any respondent to this ITN who claims to have been adversely affected or aggrieved by the selection of a competing respondent shall have three business days after notification of that selection to submit a written protest of the selection to Fell Stubbs at the address or email listed in this document.

Disclaimer.

SDI and USF reserve the right to request additional information, or clarifications of material submitted by your firm during the ITN selection process.

Any representations or statements made within this ITN shall not be considered a contractual obligation by SDI or USF and your team entities shall not be entitled to rely upon them. SDI and USF reserves the right to reject any and all submittals and to identify and select the firm which SDI and USF, in its sole and absolute discretion, deems most qualified.

The respondents shall be solely and totally responsible for all costs associated with responding to this ITN, and SDI and USF accepts no responsibility with regard thereto. Submissions will become the property of the SDI.

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5. SPECIAL CONDITIONS

 Title to improvements: All permanent improvements installed during the term of an agreement resulting from this ITN shall have the approval of SDI. Permanent improvements will become the property of SDI or USF upon termination of any contract, unless otherwise defined in a subsequent agreement;

 Equipment and premises: SDI or USF equipment shall not be removed from the premises without written permission from an authorized SDI representative. Equipment and property of SDI or USF, when not in use, is to be stored properly at all times. A successful Proposer (‘Contractor’) will neither make nor allow to be made any alterations or additions to the premises or equipment mentioned without the written consent of SDI. Such projects must be coordinated with a designated and authorized SDI representative, and any and all work performed under such permissions shall be under the supervision of such representative. Contractor will reimburse SDI or USF for any repairs to the premises and/ or equipment mentioned made necessary by reason of abuse, misuse, or negligence of the Contractor or Contractor’s employees;

 Use of subcontractors: As in its approach to selecting the firm best qualified to manage the Arena, SDI requires that a Contractor using subcontractors adhere to the same criteria in selecting their respective operators. The selection should be based on product quality control, adequate fiscal and inventory controls and accountability, fair and effective personnel procedures and training, and experience in public assembly facilities. If the Contractor chooses to subcontract, such subcontracts shall be the responsibility of the Contractor pursuant to the management contract. SDI reserves the right to approve/ disapprove the management firm’s choice of subcontractors. All subcontractors shall maintain the same insurance coverage as the Contractor, and shall indemnify SDI, USF, and USF Board of Trustees in the same coverage amounts as required for the Contractor;

 Contract assignment: The Contractor is prohibited from assigning, transferring or subletting the contract or its rights, title of interest or its power to execute the contract to any other person, company or corporation without the express written approval of SDI. In the event of a change in the Contractor’s ownership, SDI reserves the right to terminate the contract at its sole discretion with thirty (30) days written notice. Any attempted assignment or delegation without SDI’s approval shall be wholly void and totally ineffective for all purposes affecting this contract and all transaction contemplated hereunder unless made in conformity with this paragraph;

 Indemnification: As used in this Section, "Indemnified Parties" shall mean SDI, USF, its subsidiaries and affiliates, and the Trustees, officers, faculty, employees and agents thereof. Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties for any loss or damage in connection with or arising out of the act, fault or negligence of Contractor, and shall indemnify the Indemnified Parties for (i) any liability or expense due to claims for personal injury or damage to property arising out of the furnishing, performance or use of the services provided hereunder; (ii) any claim for

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payment of compensation, salary or benefits asserted by an employee of Contractor; (iii) any claim brought by a third party based upon the use or acquisition by said third party of any service developed hereunder; and (iv) any claim arising out of Contractor’s failure to comply with any applicable law or regulation. The indemnities set forth in this Section shall not be subject to any limitation of liability set forth herein. SDI or USF shall not be liable or responsible for any accident, loss, assault, battery, defamation, false arrest, false imprisonment, invasion of privacy, intentional or negligent infliction of emotional distress, injury (including death), or damages happening or occurring during the term of the performance of the work to persons and/or property, acts of war, and the Contractor shall fully indemnify and protect SDI and USF from and against same. In addition to the liability imposed by law on the Contractor for damage or injury (including death) to persons or property by reason of negligence of the Contractor or Contractor’s agents, which liability is not impaired or otherwise affected hereby, the Contractor hereby assumes liability for and agrees to save SDI and USF harmless and indemnify them for every expense, liability, or payment by reason of any damage or injury (including death) to persons or property suffered or claimed to have been suffered through any act or omission of the Contractor or any of Contractor’s agents or anyone directly or indirectly employed by either of them or from the conditions of the premises or any part of the premises while in control of the Contractor or any of Contractor’s agents or anyone directly or indirectly employed by either of them or arising in any way from the work called for by this order.

 Insurance: Contractor shall purchase and maintain insurance coverage to limits that will protect the Contractor, SDI, and USF from any and all claims set forth which directly or indirectly arise out of or result from the Contractor’s operations under, and performance of the possible contract whether such operation, or performance, be by the Contractor or Contractor’s agents or any subcontractor or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable. The Contractor shall maintain minimum insurance coverage related to the following: a. Statutory Worker’s Compensation and Employers’ Liability in accordance with Florida Statutes;

b. Commercial General Liability in an amount not less than $1,000,000 combined single limit in the primary and not less than $5,000,000 in the aggregate per occurrence. Such coverage shall include, but not be limited to, coverage for premises and operations liability, independent contractor liability, completed operations liability, contractual liability, personal injury liability, products and broad form property damage liability;

c. Business Automobile Liability coverage with minimum limits for bodily injury liability of $500,000 for each person and $1,000,000 for each accident and $100,000 for property damage liability for each accident. This coverage may alternately be provided with a minimum combined single limit of $1,000,000 for bodily injury liability and property damage for each accident;

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d. Employee Benefit Insurance as applicable per any requirement of the State of Florida;

e. Alcohol and Liquor Liability Insurance, as necessary;

f. Umbrella/Excess coverage in the amount of $5,000,000 per occurrence/aggregate to cover exposure in excess of the primary policies listed above. This Umbrella/Excess policy is to be written to cover SDI and USF for all of the SDI/USF property and cash in Contractor’s care, custody and control. The certificates of insurance shall also indicate that in the event of cancellation or reduction of coverage of any of the policies a ninety (90) day prior written notice of cancellation or change in coverage will be sent to SDI.

All of the above insurance policies shall name SDI, USF, and its Board of Trustees as additional insured.

 Accounting records and reports. No later than the fifteenth (15th) day of each month, Contractor shall furnish to SDI financial statements as follows: a) an income statement (i.e. profit and loss statement) for the month-end preceding such date and containing information by individual event with details to be specified by SDI b) an income statement summarizing all activity for the current fiscal year to date. All books and records relating to the management services provided shall be maintained on a fiscal year basis commencing July 1 and ending June 30 and shall be available for inspection by SDI representatives at all reasonable times. Statistical information as to ticket sales by event and by seat assignment, # of patrons, etc. must also be collected and reported to the SDI. Supporting documentation by event and revenue type will be required of the Contractor for SDI to prepare and complete its annual IRS Form 990 tax returns;

 Records keeping: The Contractor will agree to maintain records arising from the operation of any contract for a period of three (3) years following its termination or expiration date, unless permission to the contrary is given by SDI in writing. The Contractor will allow SDI or USF to inspect and review their books, and the Contractor agrees to supply SDI or USF with complete and true records of sales by period and dates covered. The Contractor shall be responsible for obtaining and keeping up to date all licenses and permits required by local, state, and federal agencies and to abide by such agencies’ laws, rules or regulations governing the Arena. It shall be the Contractor’s responsibility to maintain equipment and facilities under its care, custody and control in a manner which would not cause violation of the OSHA Act of 1970, as amended;

 Inspections and audits: The Contractor shall permit authorized officers of SDI or USF to inspect all work, materials, payroll records, invoices for materials and equipment and other data and records relevant to the contract and work thereof. If an audit is required, it will be at the expense of the Contractor and will be

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conducted by the University’s internal audit department or by an audit firm chosen by SDI;

 Tax reporting: The Contractor shall be responsible for collecting, reporting and paying all applicable state sales tax;

 Contractor’s responsibility: It is understood and the Contractor hereby agrees that it shall be solely responsible for all services that it proposes, notwithstanding the detail presented in the Invitation to Negotiate.

 Standards of conduct: It is a breach of ethical standards for any employee of the University to accept, solicit, or agree to accept a gratuity of any kind, form or type in connection with any contract for commodities or services. It is also a breach of ethical standards for any potential Contractor to offer an employee of the University a gratuity of any kind, form or type to influence the development of a contract or potential contract for commodities or services.

 Americans with disabilities: The Contractor awarded this proposal/proposal shall agree to comply with the Americans with Disabilities Act (ADA) of 1990.

 Equal opportunity statement: The University believes in equal opportunity practices which conform to both the spirit and the letter of all laws against discrimination and is committed to non-discrimination based on race, creed, color, sex, age, national origin, religion or disability. To be considered for inclusion as a Contractor under this agreement, the Contractor commits to comply with the provisions of Executive Order 11246, September 24, 1965, and the rules, regulations and relevant orders of the Secretary of Labor.

 Affirmative action: As a condition of this contract, the Contractor agrees to comply with Section 202, Executive Order 11246, as amended by Executive Order 11375, and regulations published by the U.S. Department of Labor implementing Section 503 of the Rehabilitation Act of 1973, Public Law 93-112, as amended, which are incorporated herein by reference.

 Minority business enterprise (MBE): The University of South Florida actively encourages the continued development and economic growth of small, minority, service disabled veterans and women-owned businesses. Central to this initiative is the participation of a diverse group of contractors doing business with the University. To this end, it is vital that small, minority, service disabled veterans and women-owned business enterprises participate in the State’s procurement process as both prime contractors and subcontractors. Small, minority, service disabled veterans and women-owned business enterprises are strongly encouraged to submit replies to solicitations, or to contact larger suppliers about subcontracting opportunities.

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 Conflict of interest: The award hereunder is subject to the provisions of Chapter 112, of the Florida Statutes. Contractor must disclose with their response to this ITN the name of any officer, director, or agent who is also an employee of the University. Further, the Contractor must disclose the name of any University employee who owns, directly or indirectly, an interest of five percent (5%) or more in the Contractor’s firm.

By submitting a response to this ITN without such information, the Contractor certifies that to the best of his knowledge and belief no individual employed by him or subcontracted by him has an immediate relation to any employee of the University who was directly or indirectly involved in the procurement of said services. Violation of this section by Contractor shall be grounds for cancellation of the Contract.

 Contractor’s expense: All proposals submitted in response to the ITN must be submitted at the sole expense of the Contractor, whether or not any agreement is signed as a result of this Invitation to Negotiate. Contractor will pay all costs associated with the preparation of proposals and necessary visits to campus and other required site visits.

 Emergency service access: The Contractor will admit USF security officers, maintenance personnel, and firemen or any other emergency service personnel to the premises in the same manner for the same purposes for which they have access to any of the other facilities of the University;

 Personnel requirements: As the hiring, training and oversight of Arena personnel will be key to the financial and non-financial success of the Arena, SDI has determined that the following personnel requirements will be instituted by SDI at the Arena and that they will be adhered to by the Contractor: a. SDI reserves the right to interview and approve the selection of key Arena management staff, and to also require the removal of any such personnel determined to be unsatisfactory by SDI; b. Personnel employed by the Contractor are expected to maintain acceptable standards of personal hygiene at all times. If uniforms are provided, these must be kept clean and in good repair, with name tags worn at all times; c. As the Arena will be a smoke-free environment, personnel will be expected to abide by all laws, rules, and policies governing the use of tobacco products on Arena and University grounds and facilities; d. Arena personnel will be properly trained by the Contractor in all areas of equipment operation and materials handling. Repairs needed as a result of improper training or handling will be the responsibility of the Contractor; e. The Contractor shall, at its own expense, perform background checks on all job candidates before they are employed at the Arena; f. USF is a drug-free environment, and as such, the Contractor must at its own expense, perform pre-employment drug testing; g. The Contractor will be financially responsible for any vandalism or other material loss caused by dishonest acts on the part of its personnel;

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h. While the Contractor’s manager will be under the direct management control of the Contractor, the manager will act and function so that the Contractor’s overall Arena management is responsive to SDI and USF’s needs. The manager is viewed as an integral member of the SDI management team, and as such is expected to communicate directly and effectively with SDI representatives, and demonstrate conduct with the same level of competence and professionalism that is expected of SDI or USF supervisory staff; i. SDI and USF shall reserve the right, that if in its sole discretion, deems any employee incompetent, negligent or for any cause unfit for duty, the Contractor shall dismiss the employee.

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6. EXHIBITS

6.1 Sun Dome Arena 3-Year Performance (High Level)

6.2 Arena Features

6.3 Organization Chart

6.4 Sun Dome Arena Parking

6.5 Seating Capacity – Various

6.6 Back of the House

6.7 Corral Features

6.8 Arena Club, Student Club, Team Store

6.9 Event Production

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6.1 Sun Dome Arena 3-Year Performance (High Level)

USF Sun Dome Arena Operations - 3 Year Performance

EVENT INFORMATION FY 2014 FY 2015 FY 2016

Number of Events 178 169 160

Total Attendance (Paid + General) 411,086 341,889 354,012

Total Suite Attendance (Paid + General) 1,208 1,099 12,871

REVENUES

Direct Event Income Direct Event Gross Ticket Revenue$ 2,460,190 $ 2,148,902 $ 3,599,426 Direct Event Gross Sponsorship Revenue - - 62,622 Direct Event Other Revenue 1,266,886 1,541,656 1,533,673 Less: Taxes (109,173) (63,771) (160,244) Direct Event Net Revenue After Taxes 3,617,903 3,626,787 5,035,477

Tenant Charges (3,415,530) (3,044,942) (4,397,097)

Direct Event Net Rental Income 202,373 581,845 638,380 Direct Event Net Service Income (Loss) 214,023 206,593 196,674 Direct Event Income$ 416,395 $ 788,438 $ 835,054

Total Event Income Direct Event Income (from above)$ 416,395 $ 788,438 $ 835,054 Surcharge Revenue 273,907 257,003 283,172 Ticket Rebate 252,355 214,359 320,300 Suite Rental 13,929 4,895 12,143 Loge Ticket Revenue 24,969 30,697 57,797 Parking 276,253 298,878 404,747 Concessions 246,646 225,270 309,571 Catering 21,295 36,641 37,641 Novelty 63,848 43,277 47,871 Total Event Income 1,589,597 1,899,458 2,308,295 Other Income (Misc) 148,792 158,912 87,088 Total Event Income + Other Income (Misc)$ 1,738,389 $ 2,058,370 $ 2,395,383

EXPENSES Indirect Expenses (Tenant Charges shown above)$ 1,577,160 $ 1,623,224 $ 1,686,698

NET INCOME (LOSS)$ 161,229 $ 435,145 $ 708,685

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