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Architectural Planning, Creative Development and Operational Planning for Hawalli Entertainment Facility

Presented to: Al-Dar International Consultancy Attention: Mr. Yousef Al-Shatti, Marketing / PR Executive 5th Floor, Block 1 Dasman Complex Ahmed Al-Jaber St. ­ Sharq Kuwait City ­ State of Kuwait Phone: 965.245.7060 Presented by: Baker Leisure Group LLC 6450 Kingspointe Parkway, Suite 9 Orlando, Florida USA 32819 Phone: 001.407.351.0425 With: Attraction Design Services 4700 Millenia Blvd. Orlando, FL 32839 Phone: 001.407.210.3942 and Dynamic Designs and Architecture PO Box 7231, Winter Haven, FL 33883-7231 248 East Frank Street, Birmingham, MI 48009 Phone: 001.866.644.5892 Submittal Date: November 21, 2007

BACKGROUND AND UNDERSTANDING

It is the team's understanding that the Developer's aim is to create the "Hawalli Entertainment Facility" to be the first of it's kind in the Middle East. The Developer has identified the potential in the local market that is considered to be unexploited and it is the Developer's intention to work with reputable international consultants to assist in designing and implementing an Entertainment facility that will fulfill and exploit the increasing demands of the market. The "team" is the combined companies of Baker Leisure Group, Attraction Design Services, and Dynamic Designs and Architecture to provide a turnkey organization that can successfully fulfill all aspects of the project's requirements. From design, architecture, planning and operations, the team has vast experience in the entertainment and leisure sector with projects worldwide. The team also has extensive experience in the Middle East and North Africa market and understands the cultural considerations that must be incorporated in the planning process. The team also has tremendous strength in vertical entertainment projects. Each group has worked internationally in the planning and development of similar projects like the proposed project. Another strength of the team is our unparrelled access to operators in the movie theater business, international food and beverage companies, international merchandise and retail companies and other appropriate companies that would be considered as potential tenants. Therefore the team that has been assembled can take the project from planning to open seamlessly. The team understands that the project is a multi-use complex located in the Hawalli area in Kuwait City. The plot size is approximately 4,150 square meters with a total commercial allowable built up area of 8,641.95 square meters. The proposed components include: · · · · · · · Indoor entertainment facilities Multiplex cinemas Sales exhibit and product testing for gaming console distributors Network gaming lounge Food and beverage outlets Necessary parking Office space

To meet the project requirements, the team has developed the following scope of services.

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SCOPE OF SERVICES

The team will plan the proposed project from creative, master planning, architectural, operations, and business modeling. The scope of services that have been prepared will deliver to the Client a turnkey project. Each company's services will coordinate with the other and, in some tasks, will occur concurrently. BAKER LEISURE GROUP - SCOPE PHASE ONE: MARKET STUDY, BUSINESS MODEL, TENANT MIX AND PROGRAMMING Task One: Orientation & Work Session The BLG study team will meet with the Client team to: · · · · · Confirm study goals and review the project concept Establish dates for future work sessions and presentations Review the work program and refine Identify the contacts to be utilized by the study team Obtain copies of documents, which are relevant to the project

In addition, within Task One, the study team will spend approximately 3 to 6 business days in the market area conducting a series of interviews with local business officials, private and public, including: 1.) Area Tourism Leaders, specifically: o Tour operator(s) o Hotel general managers o Package/group sales officials o Visitor's bureau (or the equivalent thereof) Local Attraction Officials, specifically: o Attractions that cater to the visitors exclusively o Attractions that appeal to the local population o Attractions that appeal to both Convention center officials (or the equivalent thereof) Local hotel group Airport officials (Future) attraction developers (i.e. theme park developers, etc.) Local shopping center owners/developers Local economic development/business development office Other business community leaders and local officials that would provide insight

2.)

3.) 4.) 5.) 6.) 7.) 8.) 9.)

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Task Two: Demographic Assessment In this task, BLG will review relevant demographic and economic data relating to the market area, which will impact a project's performance. The assessment is segregated to the residential and the visitor market, as well as general environmental characteristics. Specific to the residential market, BLG will evaluate: · · · · · Total population and growth Household income Age segmentation Lifestyle trends Leisure habits of the residential population

Within the visitor market, BLG will evaluate: · · · · · · Total number of visitors Purpose of visit Length of stay Origin of visits Seasonality All other characteristics relevant to the visitor market

In addition, the study team will develop a brief evaluation of the tourism industry to further quantify visitor habits. BLG will also review weather/climate characteristics, seasonality of other area attractions, visitor trends, and other relevant data unique to the marketplace. Information obtained will serve as the basis for the team's assessment of the market area. Task Three: Urban Entertainment Industry Review In Task Three, BLG will evaluate the urban entertainment industry in terms of: · · · · Overall operations Trends Tenant mix Average sales per square foot

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Task Four: Site Evaluation A site visit will be completed. BLG will review information such as visibility, accessibility, and general characteristics of the subject site. BLG will observe general characteristics of the adjacent uses and the surrounding area. At the conclusion, BLG will have a greater understanding of the advantages and limitations of the subject site. This subjective assessment is not to be considered an exhaustive evaluation of the subject site and final verification of physical suitability, functional viability, and any relevant development restrictions are the responsibility of the Client. Task Five: Competitive Analysis BLG will research the number, quality, and location of entertainment and leisure competitive facilities in the market area, both existing and known-planned. The research of the market area competitive portfolio will help in understanding its impact on future performance of a proposed development. Competitive facilities, as applicable, will be evaluated based on publicly available data in terms of it's: · · · · · Location relative to the proposed site Attendance levels and mix (if available) Quality of attraction and types of amenities Pricing, per capita spending Investment level (if available)

Task Six: SWOT Analysis and Recommendations BLG will develop a SWOT analysis that will identify the strengths, weaknesses, opportunities, and threats of the project, based on the market support structures, site evaluation, competitive environment, and comparable developments. BLG will develop a matrix that will outline recommendations within parameters for a development program that will include the range and size of the development for identified project components. Deliverable: BLG will deliver to the Client a market summary report, SWOT analysis summary, and recommendations. This report will serve as the basis for product and concept development, as well as site review and financial analysis. Task Seven: Estimated Facility Attendance Based upon the industry and market study findings, assessment of competitive projects, and analysis of other similar projects, BLG will estimate conceptuallevel attendance for the proposed project. Attendance will be given in a range that will apply to future financial estimates and performance.

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Task Eight: Physical Facility Requirements and Tenant Mix Given the estimated attendance, BLG will develop a seasonal pattern that will reflect the level of attendance on a monthly basis. BLG will also determine the arrival and departure pattern for an average operating day. Utilizing the peak month and peak day attendance, arrival and departure pattern, and average length of stay, BLG will determine the design day capacity of the park that will include the recommended number of entertainment units, total square footage for merchandise, and food and beverage sizing requirements. Task Nine: Economic and Performance Parameters Overall operating revenues for the proposed development will be estimated based upon per capita spending estimates and attendance estimates. Per capita spending estimates will be based upon an assessment of per capita spending in other comparable facilities, and an analysis of visitor spending at other local visitor attractions within the marketplace. The per capita spending will consider all potential profit centers including, but not limited to, admission, merchandise, food and beverage, and other. Attendance and per capita spending will be estimated for a period of ten years. It will be utilized to determine operating revenues. Operating costs will also be determined for the development of an operating pro forma. The pro forma will include, but is not limited to: all estimated operating expenses and capital expenditures. The pro forma will be utilized to determine a warranted investment of the overall facility. The warranted investment is defined as the total investment that can be justified given operating cash flow. Deliverable: At the conclusion of the Task Nine, BLG will submit a draft report that includes an assembly of all tasks for the Client's review and comments. Upon receipt of the Client's comments, BLG will submit a final report within approximately five days. The information will be compiled, evaluated and presented within a complete project package. PHASE TWO: BRAND DEVELOPMENT STRATEGY Task One: Brand Proposition Based on the attraction concept and feasibility analysis, BLG will develop a brand proposition, or the entertainment facility's mission, which will be based on the type of operations at the entertainment facility. For example, the facility could operate exclusively as a family-oriented attraction or it could also target adults through additional entertainment attractions at night, in order to appeal to a larger audience. Proposition development will assist in the selection of strategic partners and in targeting specific audiences. The proposition will be then be used to develop the brand message.

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Task Two: Brand Message Development BLG will use the proposition to create an effective brand message to be consistently used in all marketing, communication and operating efforts. The message will be aligned with the brand's core values, relevant to the target audience, and able to adapt to changes in the marketplace. Task Three: Brand Management Once the brand proposition and message have been defined, BLG will create a brand management strategy for the purpose of building and sustaining the brand's equity in the market. Strong brand equity will serve to assist in profit maximization and in expanding the brand through future brand-related concepts. The brand management strategy will include marketing and communication recommendations for the Client's consideration. PHASE THREE: OPERATIONS MANAGEMENT MANUAL CREATE OPERATING PLAN The foundation for the success of the project is a strong operating and management program. The philosophy will concentrate on providing a high quality experience for the guest in terms of show value and guest service. Creating this quality entertainment experience will require that all planning, design, construction and operational activities are closely linked together. BLG will utilize the framework of the operating plan to ensure that the project adheres to sound operational principles. Major categories covered within the operating plan include: · · · · · · · Operations Merchandise Entertainment Finance Marketing Administration & Personnel Maintenance and General Services

Extensive operational planning includes: · · · · · Overall review of the design from an operational viewpoint Development of operating and labor budgets Analysis of the "guest experience" from the parking lot through every stage of the attraction until the guest exits the facility Determination of operational equipment requirements Determination of labor requirements

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Development of employee orientation and training program requirements Safety planning issues and safety design review Development of maintenance programs including on-going preventive maintenance and capital rehabilitative programs and impacts to facilities Consideration of the growth and evolution of the facility after opening to ensure continued success and repeat visitation

Overall Review of the Project and General Operational Research BLG will conduct an overall review of the design from an operational viewpoint. Each component will be analyzed independently for its ability to comply with sound operational practices as well as the functionality of the attraction as a whole. The information is to be utilized for the creation of the operating plan. The key elements of this phase to include: a. Evaluate existing criteria for operational systems including ticketing, point of sale terminals, cash control, crowd control and reporting systems b. Evaluate throughput, circulation, capacity and cycle times for the attraction to identify problem areas c. Review local costs for operational materials and services for the creation of the operating budget d. Review local labor conditions, availability, seasonality and cost for creation of a staffing plan and labor budget e. Evaluate all non-guest areas such as administrative, service, maintenance and general back of house (BOH) for creation of operating procedures and integration into the operating plan f. Develop criteria for purchased items such as POS, telephones, cash control, etc. and research availability and suitability of local sources g. Perform an analysis of the pre-opening requirements of the project and the creation of a pre-opening cost budget h. Establish the ticketing procedures and hardware requirements i. Develop a plan for crowd control and queuing j. Research guest services standards and develop a program for applying proven techniques to the employee training program

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Marketing Strategy BLG will assist Client with evaluating marketing strategies at other attendancedriven venues or attractions to determine the types of marketing strategies typically utilized in the local area. This background research and planning will lead to the formulation of the marketing strategy. Tasks to be followed include. a. Objectives and goals b. Media Message. It is important to focus on the unique experience offered to the guest by the project and to differentiate the project from other attractions. c. Promotions - Plans intended to tie-in with third parties. Joint marketing opportunities can be designed whereby costs for material distribution and offers to the consumer can be shared with tie-in partner(s) d. Group Business, Special Events & Parties - Outline programs for group business and methodologies for promoting special events and birthday parties. Identify information conduits to the group business community regarding the project. Provide information to wholesalers regarding the project and work with them to have project admission tickets included in their tour packages if applicable. Assemble the Marketing Summary Report After the marketing strategy is finalized, the guidelines will be outlined in a document identified as the marketing summary report, which includes sections on the following topics: · · · · · · · · Positioning and definition of the product Client's Market research evaluation Promotional ideas Advertising ideas Group Sales Strategy Recommended first year marketing budget Staffing recommendations Action plan and timing

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Assemble and Produce Operating Plan BLG will combine the fundamental operational research conducted for the project with accepted operational practices to develop an operating plan specific to the project. The package will include but is not limited to the following key components. a. Operational Requirements b. General Employee Guidelines, for example: · Code of Conduct · Payroll and Benefits · Loss Prevention · General Security Guidelines c. Ticketing and Admissions for attractions, including: · Private Functions · Group Functions d. General Operations e. Guest Services f. Food & Beverage g. Maintenance / Custodial h. Security i. Cash Control j. Staffing Plan k. Hiring Plan l. Training A further explanation of what is captured in the major sections of the operating plan include Operational Requirements - This plan will analyze the most favorable operating calendar for the facility (including full and partial operating scenarios), determine peak in-park capacities (based on current design) and establish design day operating criteria for the facility. Staffing Plan - The comprehensive staffing plan includes hiring dates and associated skill levels necessary to perform individual jobs. BLG will assist the Client to assign applicable pay rates to those job titles. After the pay rates are determined, BLG will assist Client with creating the plan for the process by which personnel will be sourced, hired and trained. This includes criteria for hiring and process. Safety/Security Plan - BLG will work with Client to create a comprehensive safety/security plan for the facility, including staffing levels, job descriptions, safety policy/procedural outline, risk management plan, evacuation procedures, security procedures, life safety reviews and forms necessary to document incidents and activities.

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Maintenance Plan - BLG will analyze and assemble a daily maintenance and preventative maintenance program for the show elements of the attraction. This plan will also list the recommended level of serviceable parts that should be onhand, a tool list, and projected man-hours and skill levels necessary for accomplishing said tasks. Marketing Summary Report BLG will assist the Client with identifying and planning the appropriate marketing strategies to be executed by Client for the attraction. Areas addressed in the marketing summary report include positioning, media buys, collateral materials, group sales, budgets and staffing. OPERATIONAL PLANNING DURING FINAL DESIGN, CONSTRUCTION & INSTALLATION PHASES General Coordination and Review Review the work of the design and construction team members involved with the entertainment infrastructure including specialty contractors for show systems, ride systems and food & beverage operations. Key elements of this phase include but are not limited to: · · · · · Review architects and contractors equipment lists to confirm compliance with BLG's recommendations for operational infrastructure Review any proposed alternates for operational infrastructure and advise Client with regard to suitability and compliance with operational objectives Cross check wiring requirements and utilities schedules from architect to confirm that the design team has captured and anticipated the operational infrastructure requirements Final operating plan budget adjustments for modifications to equipment, layout, etc. Coordination of ride equipment operational issues and integration into the operating plan OPERATING PLAN IMPLEMENTATION & ON-SITE

PRE-OPENING ASSISTANCE

Once the final planning has been completed, BLG will assist in the fulfillment of these strategies. This can be accomplished by addressing staff issues, attraction operations, food & beverage operations, custodial and maintenance.

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Staff Issues In order for the attraction to be a success, the implementation of staff hiring and training must be given the highest priority. From the information and strategy generated in the staffing section of the operating plan, BLG will further refine staffing considerations and finalize an implementation plan prior to arrival on the project site. While on-site, BLG will assist the Client's management team with hiring and training of the staff. Key elements of this process include: · · · · · · · · · · · Finalize recruitment and training plan for experienced and qualified executive level management staff Implement recruitment plan for management staff Finalize peak and non-peak staffing requirements Finalize peak and non-peak staffing schedules Finalize the plan for procuring and hiring non-Local hourly personnel (where applicable) Implement staff hiring strategy and plan Implement staff training programs Guest relations and service training Staff relations Safety/health services Quality control

Attraction Operations Utilizing the operating strategy created for the operating plan, BLG will further develop the operating strategy into an operating manual to be used as a daily procedural guideline for front line staff. The operating manual will help set guidelines for the following areas: · · · · · Establishing the proper guest flow dynamics Co-developing the spiels for staff / guest interaction Show rehearsals, testing and approvals Soft opening and grand opening On-going adjustments after the facility opens to the general public

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Food and Beverage Operations BLG will work with the F&B manager to establish key policies and procedures such as: · · · · Levels of guest service standards for employees Visitor flow dynamics Custodial and cleanliness guidelines Operating hours

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ATTRACTION DESIGN SERVICES - SCOPE Phase One: Project Development Planning: · · · · · Research market intellectual properties and demographics for entertainment content programming. Receive BLG Market and Feasibility study. Prepare a story board with inspirations of other projects to explain design intent. Prepare preliminary concept documents. Approval by Hawalli Entertainment of inspirations and design intent for each floor.

Phase Two: Preliminary Design · · Design overall "Master Plan" floor plan, locating: walls, rooms, fixtures and furniture for each floor. Prepare final concept documents and storyboards including preliminary scripts, design illustrations, set design, mechanical and electrical flowcharts, technical R & D, proof of concept/mock up, special effects plan, lighting and specialty technologies intent and plan. Client approval. Design revisions per Hawalli Entertainment comments. (This process may happen several times).

· ·

Phase Three: Schematic Design · · · · · · · · · Design interior wall elevations for major areas of each floor to explain design intent. 30% attraction design drawings including mechanical, electrical, effects/lighting, audio and facility. Approval by Hawalli Entertainment of the design intent ideas for each floor. (This process may happen several times). Design ceiling and lighting for each floor denoting special lighting and/or ceiling treatments. Approval by Hawalli Entertainment of the design intent ideas for ceiling and lighting for each floor. (This process may happen several times). Design interior color and material board for each floor. 60% attraction design drawings including mechanical, electrical, effects/lighting, audio and facility. Colorize the design elevation ideas to explain the design for each floor. (These schematic design elements may happen simultaneously to better explain design intent). Approval by Hawalli Entertainment of the design intent ideas for design and colorization. (This process may happen several times).

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Phase Four: Design Development · · · · · · · · · Do final design development floor plan ­ coordinate with project architect. Finalize interior elevations of all floor areas requiring design. Approval by Hawalli Entertainment of the final designs. 90% attraction mechanical, electrical, effects/lighting, audio and facility design drawings. Prepare symbol coded interior specification list for all materials to be used and where they are being used. Including listing specifications and quantities of fixtures and furnishings. Finalize the color board for the interior. Prepare "details" package including: cross sections and details of any areas required to explain design intent. Facility input. Approval by Hawalli Entertainment of the final design development drawings.

Phase Five: Attraction/Entertainment Fabrication and Procurement · Fabrication/procurement of all attraction elements such as animatronics, ride systems, special effects, software, theatrical lighting, projection systems, scenic and props etc. Specific elements TBD after concept approvals.

Phase Six: Attraction/Entertainment Install and Programming: · Delivery and installation of all attraction elements such as animatronics, ride systems, special effects, software, theatrical lighting, projection systems, scenic and props etc. Specific elements TBD after concept approvals.

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DYNAMIC DESIGNS AND ARCHITECTURE - SCOPE DDA to design and develop an interior concept based on the already approved Architectural envelope. Phase One: Data Collection and Concept Design · · · · Collection of necessary data in order to fulfill project requirements. Entertainment facility Concept Design based on innovative International standards. Interior Concept Design in all public areas (including cinemas). Selection of equipment and proposed tenant mix to be by consulting team.

Phase Two: Design Development. · · · Refine and develop concept to final stage. Work in conjunction with local consultants to develop space program in line with municipality regulations. Work in conjunction with local consultants to develop space program in line with municipality regulations.

Phase Three: Preliminary Design · · · · Design overall "Master Plan" floor plan, locating: walls, rooms, fixtures and furniture for each floor. Prepare a story board with inspirations of other projects to explain design intent. Approval by Hawalli Entertainment of inspirations and design intent for each floor. Design revisions per Hawalli Entertainment comments. (This process may happen several times).

Phase Four: Schematic Design · · · · · Design interior wall elevations for major areas of each floor to explain design intent. Approval by Hawalli Entertainment of the design intent ideas for each floor. (This process may happen several times). Design ceiling and lighting for each floor denoting special lighting and/or ceiling treatments. Approval by Hawalli Entertainment of the design intent ideas for ceiling and lighting for each floor. (This process may happen several times). Design interior color and material board for each floor.

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· ·

Colorize the design elevation ideas to explain the design for each floor. (These schematic design elements may happen simultaneously to better explain design intent). Approval by Hawalli Entertainment of the design intent ideas for design and colorization. (This process may happen several times).

Phase Five: Design Development · · · · · · · Do final design development floor plan ­ coordinate with project architect. Finalize interior elevations of all floor areas requiring design. Approval by Hawalli Entertainment of the final designs. Prepare symbol coded interior specification list for all materials to be used and where they are being used. Including listing specifications and quantities of fixtures and furnishings. Finalize the color board for the interior. Prepare "details" package including: cross sections and details of any areas required to explain design intent. Approval by Hawalli Entertainment of the final design development drawings.

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COMPANY PROFILE BAKER LEISURE GROUP Baker Leisure Group (BLG), headed by Steve Baker, a 40-year veteran of the themed attractions industry, is a multi-faceted consulting and management company with an unparalleled international client base and solid industry reputation. Over the company's twenty-year history, it has become recognized for providing outstanding service and execution of such high profile projects as Coca-Cola's Olympic City at the 1996 Centennial Games in Atlanta, Georgia, to managing the planning, opening, and operating one of the Middle East's largest theme park, Al Shallal. In addition, BLG is currently working as an operational consultant to Dubai Gates of Adventure, with Marvel and Nickelodeon. From before a project is a fully formed concept until long after it is a proven success; BLG provides knowledgeable guidance and management expertise with a team that offers a unique range and depth of practical experience. Key divisions within the Baker Leisure Group include: Business & Strategic Planning Operational Planning Marketing Strategy Merchandise Program Development Sponsorship Planning and Sales Presentation Services

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TEAM MEMBERS STEVEN R. (STEVE) BAKER, President and Chief Executive Officer In addition to directing the day-to-day operations of BLG, Steve Baker's primary focus is in the development of new business opportunities and managing ongoing client relations within all areas of the company, utilizing his expertise to ensure a quality product. Steve's extensive experience began in 1966 with The Walt Disney Company, where he held positions of increasing responsibility in diverse areas. Starting in operations, he held various management positions over a 10 year period, including Supervisor of Transportation, Manager of Main Street, Adventureland, Frontierland, and Liberty Square. From 1976-1978, he was General Manager of Celebrity Sports Center, a Disney owned multi-faceted family entertainment center located in the heart of Denver. Steve returned to Orlando to become Manager of EPCOT Center World Showcase, where he was responsible for the marketing effort to attract US and foreign companies and governments to participate financially in EPCOT Center. These efforts resulted in the signing of 10 US companies (General Motors, General Electric, Eastman Kodak, AT&T, Coca-Cola, American Express, Exxon, United Technologies, Metropolitan Life and Kraft) and 10 foreign countries (Mexico, China, Germany, Japan, Italy, France, United Kingdom, Canada, Morocco, Norway) for the World Showcase pavilions. In 1981, Steve accepted the position of Director of Participant Affairs, Walt Disney World Co. Extensive travel was necessary to complete the efforts for World Showcase, including visits to Africa, Europe, North and South America and Asia to meet with governmental officials and heads of state. In 1984, Steve assumed additional responsibility with the newly created position of Director of Resort Sales, managing several divisions including Corporate Sponsorships, Hotel Relations, Walt Disney Travel Company, Magic Kingdom Club, Central Reservations, Convention Sales, and Special Events. In 1988, Steve resigned his position at Disney to form his own company, accepting as his first client, Hard Rock Café. He was responsible for the franchise development of Hard Rock on an international basis, completing deals in Asia, Europe and North America. Today, BLG is a leading international management and consulting company in the leisure industry. BLG enjoys an outstanding reputation, proven by its long list of clients, which are themselves leaders in the leisure industry. Steve was educated at the California State University at Fullerton, School of Business Administration. He is a member of the Advisory Board for Outback International and on the Board of Directors for the Dixie Stampede. Past positions include serving on the Board of the Orange County Convention and Visitors Bureau.

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BRIAN BLANCHARD, Director of Operations Brian Blanchard joined the Baker Leisure Group in March of 2003 and brings over 10 years of experience in theme park and leisure management. Prior to working for Baker Leisure Group, Brian worked for Universal Orlando from 1997 to 2003. He began his career in Guest Services and was also responsible for conducting VIP and guest tours on the Universal Backlot. He was selected to be the Guest Services representative on the Opening Team of Universal's CityWalk in 1999. During his tenure at CityWalk, Brian was involved in Guest Services, Operations, Admissions and VIP Services, and was integral in planning and execution of marquis Special Events. He also served as overall Duty Manager of the property on a regular basis. Prior to his tenure at Universal, Brian worked at Sea World Adventure Park in Orlando as a VIP tour guide and education specialist. Brian joined Baker Leisure Group as an Operations Manager for the national Day Out with Thomas tour. Brian was the onsite representative for BLG and the communications link between the event and the parent company of Thomas, HIT Entertainment. His responsibilities included monitoring ticket sales, operations, food and beverage, and other on-site management of the event. Prior to the event, the Operations Manager was responsible for the set-up of the retail tent including fixtures and product placement, and constant monitoring of the retail area throughout the event. After the Thomas tour, Brian spent more than one year as the Assistant General Manager of Al Shallal Theme park in Jeddah, Saudi Arabia. As the Management company of the park, Baker Leisure Group was responsible for all aspects of opening and maintaining the park including developing and implementing all park policies and procedures, hiring staff, and on the job training of a staff of more than 250. Brian was responsible for overseeing the entire Management team as well as introducing a Western style theme park to the Middle East. Brian is a graduate of Eastern Kentucky University in Richmond, KY where he earned a Bachelor of Arts degree in Public Relations with a Minor in Marketing.

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COREY E. DAY, Vice President of Food and Beverage Development Corey Day joined Baker Leisure Group in 2007 and brings along over 25 years of food service experience. Corey's career started with the PepsiCo Food Company in 1980 where he became a General Manager of a Pizza Hut franchise location. Over the next several years, he became a Lead Training Manager with the main duty of training other store managers. Corey then became an Area Manager. After many successful years with PepsiCo, he moved on to the casual theme dining business by taking a position with Bennigans restaurant. There, he was responsible for running a multi-million dollar operation on a day-to-day basis. After working with Bennigan's, Corey accepted a position with the TGI Friday's family. While with Friday's, Corey worked in several different locations ranging in volume from 2.8 million in annual sales to 7.5 million in sales. While a General Manager in the Orlando Disney location, Corey led the team that set all time daily and weekly sales records for the company as well as being awarded the Southeast General Manager of the Year. After over 13 years with the Friday's family Corey leaves them as a Director of Operations in the Northern Virginia and Washington DC market.

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KYLE EMBRY, Manager of Business Development Kyle brings a diverse array of theme park experiences to the Baker Leisure Group. He began his theme park career with the Walt Disney World Company in 1999 where he worked in food and beverage and attraction operations at Magic Kingdom and Epcot. He left the company in 2002 to study international tourism at the University of Angers in France. In 2003 , upon return to the United States, he began an internship with Universal Orlando where he worked as an attractions supervisor for seven attractions at Universal Studios and frequently held duty manager shifts for the west side of the park. Also, while at Universal, he worked in the admissions department for both parks where he created a new method of tracking and evaluating ticket sales and upgrades. In 2004, he accepted a job at Six Flags over Texas as a games supervisor where he was responsible for the training, inventory and stock display of sixteen games throughout the park. In 2005, he left Six Flags to accept an internship with the Walt Disney World Company as a Guest Service Manager at Disney's Animal Kingdom in Dinoland where he stayed until going back to finish school. After completing school Kyle took a position with SeaWorld Orlando as a lead in operations at Kraken and the Key West area. At the University Of Central Florida Rosen College Of Hospitality Management Kyle is involved in the Theme Park Advisory Board and is an invited guest lecturer for theme park classes. He is a member of Eta Sigma Delta, International Hospitality Management Society. He also represented UCF as an Ambassador to IAAPA for two years. Kyle graduated from the University Of Central Florida Rosen College Of Hospitality Management with a Bachelors Degree in Hospitality Management and a specialization in Theme Park and Attraction Management.

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DOUGLAS RUTLEDGE, Vice President of Business Development Joining BLG in January in 1996, Doug Rutledge adds a unique dimension as an economist to the development of feasibility studies, business plans, and comprehensive research. This includes involvement with themed restaurants, urban and family entertainment centers, theme parks and major mixed-use destination attractions. He has acted as the account executive for over 60 major projects, both domestic and international, with a combined estimated construction value exceeding $3 billion. For more than one and a half years, Doug served as the account executive for Entertainment City, a proposed $300 million studio theme park in Melbourne, Australia. As creator of the business plan, Doug's work was the foundation for obtaining Paramount Parks as an operating partner and for soliciting debt and equity funding. Doug also specializes in site selection and development strategies for mixed use projects. He personally has served as the site selection advisor for ten major projects worldwide. In addition to his role as lead project consultant, he develops econometric models for price elasticity, profitability and warranted investment levels. Doug obtained his Master of Arts degree in Applied Economics from the University of Central Florida in December 1995, following a Bachelors of Science degree from Florida State University, with dual majors in Political Science and History. During his term at the University of Central Florida, he served as the graduate assistant to the Chair of the Department of Economics, College of Business. While completing his master's degree, and beginning a new position with BLG, Doug co-authored The Right Deal with Alex Halberstadt, which was published by Vantage Press and released in January, 1997. Doug also has ten years experience in both the restaurant and retail industry. He currently is a member of the Advisory Board for the Department of Economics at University of Central Florida.

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PETER STAPP, Director of Operational Planning Peter started his career with the Walt Disney Company responsible for maintaining, coordinating, and managing operations of various attractions at EPCOT Center, Disney MGM Studios, Magic Kingdom transportation and Magic Kingdom attractions over a twelve-year tenure. After leaving the Walt Disney Company, Peter joined the Baker Leisure Group team in 1993 bringing over 15 years of experience in the themed entertainment and leisure industry specializing in design, planning, operations management and hospitality training. In January of 1998, Peter accepted a position at Universal Studios Florida as Operations Manager. Responsibilities included evaluation of all park operations departments to assist with the transition to a two park operation. Peter returned to Baker Leisure Group in 1999 assuming the role as Director of Operational Planning. Over the course of his career, Peter has been involved in the planning and opening of several projects worldwide including: Coca-Cola Olympic City during the 1996 Centennial Olympic Games; Parque Hollywood Entertainment Center in Santiago, Chile; Al Shallal Theme Park in Jeddah, Saudi Arabia; Great Platte River Road Archway Monument in Kearney, Nebraska; Day Out With ThomasTM National Tour; Knights Plaza on the campus of the University of Central Florida, Orlando, Florida During Coca-Cola's Olympic City tenure Peter was responsible for managing all aspects of operations for this $34 million theme park that hosted over 700,000 visitors in a 110 day period during the summer of 1996 in Atlanta, Georgia. Additionally, Peter headed up the Day Out With ThomasTM tour, a national multicity tour attracting approximately half a million visitors per year. His responsibilities have included management of a team of site coordinators, planning and logistics, as well as acting as BLG's primary liaison to HIT Entertainment, the license holder. Over the last three years, Peter worked at his alma mater, the University of Central Florida, assisting with the operational planning of Knight's Plaza, a $300 million dollar multi use project that includes a 10,000 seat arena, 2,000 bed student housing complex, and 100,000 square feet of restaurant and retail space.

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ATTRACTION DESIGN SERVICES Creative and Technical Design Background Ramoji Film City, Hyderabad, India Complete creative and technical redesign of the Movie Magic Zone. Transformed the major "Earthquake" attraction from a failing, non workable venue into the most exciting and successful attraction in the park for under $1 Million US. ADS is currently in the early planning stages for two new theme parks. Universal Studios, Orlando, Florida ADS was awarded the contract for the complete creative design and scenic development for a new attraction to open in 2008. They have also participated in Research and Development for a new land to open at Islands of Adventure in late 2009. ADS is currently in negotiation to design and fabricate elaborate and innovative effects for a ride-through attraction in the new land. Hard Rock Theme Park, Myrtle Beach, South Carolina Complete special effects, lighting, audio and show control design, fabrication and installation for the only "dark-ride" attraction in the new park to open in April of 2008. ADS is currently implementing multiple innovations for this attraction including the only 60 foot long digital projection tunnel in the world as well as a 7 foot by 11 foot mid-air invisible projection surface that the ride vehicles will travel directly through. Crystal Island, Exuma Islands, Bahamas ADS (under the name Immersion Entertainment at the time) produced a preliminary creative and financial study for a theme park/resort development to be built on three separate islands in the Bahamas. Alexander Development is currently in the early stages of funding for this massive multi-billion dollar project. Infinity City, Orlando, Florida Complete creative and technical proposal for a unique 220 acre mixed-use theme park/resort to be located in close proximity to Sea World and Universal studios. The status of this project is currently unknown at this time.

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Diamonda, Weeze, Germany ADS has been awarded the position of Senior Project Managers and Owner's Representatives for this $1 Billion US indoor theme park to be built in Weeze Germany. All creative and technical vendors involved will report to us during the 3 year design and build out. Land of Illusion, Location confidential ADS is leading the front end design and feasibility studies along with Baker Leisure Group for a 170 acre theme park development to be located in the US. Hawalli Entertainment Complex Specific Staff Plan for ADS The ADS senior team members slated for this project would include: Frank Fruscello ­ Owner, Creative Director During his twenty-five years of experience Mr. Fruscello has contributed to multiple projects employing developed skills and disciplines such as script writing, concept and design illustrations, scale models, set design, special effects, sound effects and lighting, scenic construction and art finishing, and project management. In addition to being a seasoned designer, he has efficiently lead creative teams in creating exhibits, sets and attractions for theme parks, films, museums and zoo projects during his career. He has worked as a senior designer for the Sally Corporation, a dark ride manufacturer and the one of the industry's leader. He has also owned and operated a scenic design/build company, and was a show designer for 10 years with Walt Disney Imagineering. Kenneth Eff ­ Owner, Technical Director Mr. Eff's background includes several years with the Disney Imagineering Research and Development department to help create popular show and ride elements for "Tower of Terror" at Disney MGM and "Indiana Jones" ride at Disneyland. He has also contributed to ride and show design and production for other attractions including two for PuroLand in Japan and two theme parks in India. Mr. Eff has developed numerous patent pending entertainment related inventions including Ad-Lib Lab and Color Wars. Kenneth Eff has had his hand in a wide variety of attraction design disciplines throughout his 20-year career. Starting in theme park operations and working his way to management, Ken's career has evolved to include Research and Development, electronics, scenic design and fabrication, project management, ride and show control, lighting, special effects, creative development and park planning among other fields.

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Dw Phineas Perkins ­ Project Manager Mr. Perkins is the former Disney Creative Entertainment Technical Director for Hong Kong Disneyland. As the senior technical manager, he oversaw the three day grand opening press event of the Hong Kong Disneyland Resort. Interfaced with opening production teams, government officials and marketing and operations for a nighttime party at the Hollywood Hotel, gala concert evening in the park and the dedication. He managed the design, construction and implementation of four new-build floats for the daytime Disney on Parade. He managed the scope development, bid, dismantling and crating of the Electrical Light Parade in Paris and coordinated its delivery and receipt in Hong Kong. He was also the Theatrical Consultant for the design of the 2,500 seat Adventureland Theater, home of the Lion King show. In addition he was the asset manager and managed the analysis, development and implementation of safety enhancements for Disney attractions working with Lines of Business ­ Attractions, Entertainment, Maintenance, Engineering, Custodial, Safety and Legal ­ in Florida, California and France. He was also the Senior Project Technical Manager for Disney's Ride and Show Engineerring. Managed the design and production process for Entertainment Park shows ­ stage shows, spectaculars, parades ­ and Marketing special events - touring road shows, press events, Super Bowl halftime shows and spectaculars. Theatrical consultant for new & refurbished Entertainment venues in Disney Theme Parks, Resorts and the Disney Cruise Line as well as on multiple other Entertainment developmental projects. Greg Senner ­ Scenic Fabrication Head Mr. Senner Has led the design, fabrication and installation for all of Universals entertainment events for the past fifteen years. He has also worked on set design and fabrication for popular television shows such as Extreme Makeover: Home Edition. Maxwell Drake ­ Creative Director & Technical Design Maxwell Drake has designed and supervised fabrication for costume, makeup, sets, animatronics, special effects and other scenic and mechanical elements for the Broadway shows, Wicked and Spamalot. He has also created stage designs for Bush Gardens, Universal Studios and multiple feature film projects. He has worked side by side with legendary designers such as Michael Curry.

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Peter Wright ­ Mechanical Design Lead Mr. Wright's experience ranges from design and fabrication for precise military mechanical systems to Disney and Universal ride and show systems. Peter's talents go beyond drawings and calculations to building full-scale ride and show systems with our team such as the Earthquake attraction train for Universal to various show action equipment for Hershey's interactive Reese's Challenge attraction. Jim Stark ­ Engineering Head Mr. Stark specializes in structural and mechanical design and fabrication. His talents lend themselves well to themed entertainment where unique, custom solutions are needed on a regular basis. Having led over twenty entertainment projects in the last four years, his experience and expediency are a tremendous asset to any project. Jeff Cappleman ­ Media Production Head Mr. Cappleman has been a leader in the computer animation industry for over 15 years. He wrote, directed and designed the popular "Journey Into Chaos" IMAX ride film. He has also developed multiple innovations related to computer generated special effects, rendering and lighting. Other projects Jeff has contributed to include Disney's "The Wild," "Casper," "Rebot" and "Faculty." Mr. Cappleman now leads a team of artists, technicians and designers working on several live and animated media productions. Richard Wagner ­ Show Control Engineering Mr. Wagner's experience includes ride and show control, audio and special media design, programming and installation for Disney, Universal, Bush Gardens and Paramount parks.

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DYNAMIC DESIGNS AND ARCHITECTURE DDA is a nationally recognized architectural design firm with over 30 years of experience in the commercial market place. Our team of experienced professionals has been entrusted by our clients to design dynamic spaces all over the world. Our portfolio includes award-winning designs in multiple industries from restaurants and entertainment complexes to hospitality and shopping centers. We believe that cost effective innovation is the key to success. The ultimate venue is not only a place that draws people but is also profitable for our clients. Our satisfaction comes from our clients' success. We look forward to partnering with you on your next adventure! Howard S. Ellman (principal) Howard Ellman has over 35 years of design experience and has a proven track record. A graduate of the University of Michigan with a Masters degree in Architecture, Mr. Ellman is an accomplished designer and a licensed architect. Mr. Ellman's background includes total coordination of major projects such as family entertainment centers, bowling, skating and recreational facilities, restaurants, shopping centers, and retail projects. His in-depth experience in design of these special projects has included coordination of major elements such as: space, image, lighting, materials, graphics, and furniture. The result is exciting, creative and inviting projects that help create profitable and successful ventures. His skill with CAD systems maximizes his ability to expedite project schedules and communicate design concepts to enhance project performance. Mr. Ellman has had numerous projects published and has been distinguished with many awards for design excellence. His ability to interpret program needs into dynamic solutions have earned him the gratitude and respect of many Clients. Douglas W. Wilkerson (principal) Doug Wilkerson has spent the last 18 years in commercial design working on projects all over the United States and multiple countries across the globe including Italy, Germany, England and Canada. Wilkerson started his career doing restaurant interiors and millwork design before eventually graduating to retail and entertainment complexes. His portfolio includes a variety of projects for some of the most prominent companies in the world including the likes of Marriott Hotels, PepsiCo, Colorado Steak House, Seattle's Best Coffee, AMF and Main Event Entertainment. He has spent almost half of his life working in the design industry and has developed a great appreciation for the complexities and building requirements for commercial construction. This experience has proven to be of great value to his clients. Using his passion for design and his natural entrepreneurial abilities he built a successful design consulting business before becoming a principal owner of Dynamic Designs & Architecture Inc.

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Craig Stevens Rossi (senior designer) Craig Stevens Rossi has experience in architecture for over 20 years. A graduate of the University of Detroit School of Architecture, his depth of experience includes more than a decade of site planning, design, and project management. He brings to each project a cohesive understanding of every related endeavor, from schematic design through construction encompassing attention to budget and knowledge of methods and materials. His creative ability lends an aesthetic quality to all projects, making each a special experience for owner and patron alike. Mr. Rossi's experience in diverse architectural projects range from regional and life style shopping centers, to high end hospitality and even including parking facilities. The contribution he adds to the project is not only invaluable to the design process of the project but also to the construction, budget and ultimate long term satisfaction for the client.

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BUDGET REQUIREMENTS

The budget requirements for each company cannot be completed at this time. Once the project planning is commenced, each firm will be able to develop budget requirements for subsequent phases. The budget requirements within our outlined where appropriate. Baker Leisure Group Phase One: $70,000 Phase Two: $25,000 Phase Three: To be determined Attraction Design Services ADS Project Development Planning Phase: $95,000 Should additional services be requested beyond the aforementioned scope of work, such as further design involvement, requested revisions to contract documents after commencement, consultation during bidding and/or construction, landscape architecture design, additional engineering consultation, etc., they will be provided if authorized on an hourly basis per the following rates: Designer/Principal Associate Designer Designer CAD Administrative $165 per hour $125 per hour $100 per hour $ 85 per hour $ 60 per hour

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Dynamic Design and Architecture Fee Proposal

FLOOR BASEMENT 2 BASEMENT 1 USAGE 2 MULTIUSE STUDIOS (320 m EACH) PLOT A - 54 CARS PLOT B - (MUNICIPALITY PLOT) - 48 CARS PLOT B - (5 FLOORS) - 210 CARS GROSS AREA BASEMENT 1 14 STORES 2 COFFEE SHOPS 1 RESTAURANT 1 AMUSEMENT CENTER 12 FOOD COURT TOILETS TOTAL MOVIE THEATER 1 (180 SEATS) MOVIE THEATER 2 (180 SEATS) MOVIE THEATER 3 (112 SEATS) MOVIE THEATER 4 (112 SEATS) TICKET BOOTH 2 SNACKS 8 SMALL SHOPS TOILETS TOTAL MOVIE THEATER 1 (140 SEATS) MOVIE THEATER 2 (140 SEATS) MOVIE THEATER 3 (112 SEATS) MOVIE THEATER 4 (112 SEATS) V.I.P. MOVIE THEATER (80 SEATS) V.I.P. MOVIE THEATER (80 SEATS) FOYER TOILETS TOTAL OFFICES TOILETS TOTAL OFFICES - TYP FLOOR @ 680 2 m NET 826 2 m GROSS

2

PUBLIC AREA 795 m 155 m 2 1668 m 2 1277 m -2 1208 m 2 325 m 1240 m

2 2 2

DDA FEE PUBLIC AREAS ONLY

$ 24,000

GROUND FLOOR

$ 196,120

MEZZANINE 1

$ 136,120

MEZZANINE 2

$ 147,360

FIRST FLOOR TYPICAL FLOOR

$ 44,400 $ 180,000

2

TOTAL CALCULATED NET AREA TOTAL BUILT-UP NET AREA TOTAL GROSS AREA TOTAL DDA FEE

7653.8 m 18187.45 2 m 25462.43 2 m

$ 728,000

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Note: Tenant design criteria package is not included in this agreement. These may be provided as additional services. DDA fee covers design and design development documents. The term in this paragraph `construction documents' may represent an additional layer of service that is not included in this agreement. The final "sealed" construction documents are to be provided by client's approved architects and engineers. Architectural, Structural, Civil, Mechanical, Plumbing, Electrical and fire sprinkler engineering services, site plan, site survey, landscape design services, and land use or any other municipal submittals/meetings are not included in this agreement. Kitchen equipment design and drawings are not included in this agreement. Amusement, Theater, Restaurant, Food Court, Retail Stores, Offices, Studio equipment and furniture and fixtures are not included in this agreement.

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STANDARD ADDENDUM TO PROPOSAL

Travel and Miscellaneous Costs Travel, lodging and per diem by BLG are not included as a part of this proposal as well as the cost of items such as long distance telephone, reproduction costs, mail, express carrier charges, fax, and other third party project-related costs. All international travel will be booked at business class level or the equivalent thereof. Travel expenditures will be estimated in advance of all travel and trip authorization requests will be forwarded to CLIENT for approval. Independent Contractors In carrying out its obligations and activities under this Proposal it is understood and agreed that BLG is acting as an independent contractor and not as an agent or employee of the CLIENT. Complete Proposal; Modifications This body of this Proposal outlines the entire understanding of the scope of services for BLG and supersedes any previous discussions, understandings, and agreements. It is the express understanding of both parties that all changes, alterations, modifications and supplemental agreements shall be transcribed in writing prior to the issuance of a formal contract. Applicable Law Upon creation of a formal Agreement, said Agreement shall be construed, and interpreted according to the laws of the State of Florida. Assignability Neither the scope of this Proposal nor any of the rights or obligations contained herein may be assigned or transferred by either party without the prior written consent of the other party. Documents The CLIENT will be furnished five (5) original copies, in English, of the final study by BLG as identified in the SCOPE OF WORK. Additional copies will be provided at their cost to produce.

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ACCEPTANCE PROCEED

OF

PROPOSAL

AND

AUTHORIZATION

TO

If the proposed scope of services described in the preceding sections meets with your approval, you may authorize BLG to proceed with the creation of the final CONTRACT by contacting: Steven R. Baker President Baker Leisure Group LLC 6450 Kingspointe Parkway, Suite 9 Orlando, FL 32819 Phone 407-351-0425 Fax 407-363-0716 Additional information will be required for the creation of the final contract.

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