Agenda

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County Administrator's Report 12. 7.

BCC Regular Meeting

Technical/Public Service Consent

Meeting Date:	08/01/2019
Issue: Addendum to the SMG Management Services Agreement for the Pensacola Bay Center
From:	STEPHAN HALL
Department:	Asst County Administrator
CAO Approval:

RECOMMENDATION:

Recommendation Concerning an Addendum to the SMG Management Services Agreement for the Pensacola Bay Center - Stephan Hall, Budget Manager, Management and Budget Services

That the Board approve and authorize the Chairman to execute an Addendum to the Management Services Agreement between Escambia County, Florida, and SMG, for the Pensacola Bay Center, memorializing consent to a Change in Control due to the recent acquisition and merger of SMG US Parent, Inc., and AEG Facilities, LLC, to now be called ASM Global.

BACKGROUND:

The Board approved the Management Services Agreement with SMG for the Pensacola Civic Center on February 16, 2012, which was subsequently amended on May 21, 2015, to reflect the new name of Pensacola Bay Center and extend the term of the Agreement. Pursuant to paragraph 35.3 of the Agreement, the County shall have the option of
terminating for convenience in the event of a "Change of Control" as defined in paragraph 35.4.

By correspondence dated December 15, 2017, SMG provided the County with notice of a Change in Control whereby SMG Holdings, Inc., will be acquired by an entity that is managed and controlled by Onex Corporation (TSX:ONEX). The transfer of interest will not cause any change in the management and operations of SMG, and SMG will remain the manager under the Management Services Agreement. The Addendum serves to memorialize the County's consent to the Change in Control.

By correspondence received July 9, 2019, SMG provided the County with notice of a Change in Control whereby SMG US Parent, Inc., will be acquired and merged by an entity that is managed and controlled by ASM Global. The transfer of interest will not cause any change in the management and operations of SMG, and SMG will remain the manager under the Management Services Agreement. The Addendum serves to memorialize the County's consent to the Change in Control.

BUDGETARY IMPACT:

N/A

LEGAL CONSIDERATIONS/SIGN-OFF:

Senior Assistant County Attorney Kristin Hual prepared the Addendum and approved as to form and legal sufficiency.

PERSONNEL:

N/A

POLICY/REQUIREMENT FOR BOARD ACTION:

N/A

IMPLEMENTATION/COORDINATION:

N/A

Attachments
SMG Contract Addendum