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Five Flags Civic Center Phase 2 Consultant Services Copyrighted November 5, 2018 City of Dubuque Action Items # 2. ITEM TITLE: Five Flags Civic Center Phase 2 Consultant Services Agreement SUMMARY: City Manager recommending approval of the Five Flags Civic Center Phase 2 Services Agreement with Conventions, Sports & Leisure International. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Type Five Flags Civic Center Phase 2 Services Agreement- City Manager Memo NNM Memo Staff Memo Staff Memo Five Flags Civic Center Phase 2 Services Proposal Supporting Documentation THE CTTY OF Dubuque �" ui���eNe�ary DUB E 'il��i;' Masterpiece on the Mississippi Z°°' Z°'Z 2013 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Five Flags Civic Center Phase 2 Services Agreement DATE: November 1, 2018 Leisure Services Manager Marie Ware recommends City Council approval of the Five Flags Civic Center Phase 2 Services Agreement with Conventions, Sports & Leisure International for a fee of $68,710. The City has budgeted $93,660 related to implementation of the Five Flags Study. At the July 2, 2018 City Council meeting the Five Flags Civic Center Commission forwarded their unanimous recommendation to receive and file the Five Flags Civic Center Assessment and Study completed by Conventions, Sports and Leisure International (CSL). Additionally, they unanimously recommended based upon the response of the Dubuque community and all the public input that the Council choose scenario four for the Five Flags renovations. The City Council during their annual goal setting session in August 2018, adopted for their Policy Agenda "Five Flags Center: Direction and Funding," as a 2018-2020 Top Priority. Discussion at the goal setting session was around Scenario 4 with other scenarios discussed as well. The City Council asked staff during the goal setting meetings to provide general direction on next steps and timing possibility for moving forward. It was also shared that certain next steps would require private involvement if a ballot initiative would be undertaken. The initial steps continue to be refined and information gathered as a work group has been meeting regularly on this City Council Top Priority. The work group began by looking at the questions that arose during the City Council discussion on July 2, 2018, City Council goal setting and what have been the questions asked by citizens and organizations since the study was filed. Presentations were given during and since the study was filed to the Dubuque Chamber of Commerce Board, Travel Dubuque Board, Dubuque Rotary, Main Street Board. Of major importance is a clear understanding of the cost to the taxpayer. The first study outlined a general conceptual cost. There is now a need to better define the costs. Staff contacted Conventions, Sports and Leisure International to obtain a Phase 2 proposal to address these and other facts that would be necessary to share detailed information with the public relating to a project, should one be decided upon. The proposal is heavily weighted to work items to be completed by Betsch Associates and FEH Design along with structural, mechanical and environmental subconsultants. The proposal has a timeframe to complete all information by December 7, 2018 and be presented to the City Council on December 17, 2018. I concur with the recommendation and respectfully request Mayor and City Council approval. l�.ts��"�,t+'1 lrtu�, ;g,,s�__. Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Marie L. Ware, Leisure Services Manager 2 THE CTTY OF Dubuque �" ui���eNe�ary DUB E 'il��i;' Masterpiece on the Mississippi Z°°' Z°'Z 2013 2017 TO: Michael C. Van Milligen, City Manager FROM: Marie L. Ware, Leisure Services Manager SUBJECT: Five Flags Civic Center Phase 2 Services Agreement DATE: October 31, 2018 INTRODUCTION The purpose of this memorandum is to request City Council approval of the Five Flags Civic Center Phase 2 Services Agreement. BACKGROUND At the July 2, 2018 City Council meeting the Five Flags Civic Center Commission forwarded their unanimous recommendation to receive and file the Five Flags Civic Center Assessment and Study completed by Conventions, Sports and Leisure International (CSL). Additionally, they unanimously recommended based upon the response of the Dubuque community and all the public input that the Council choose scenario four for the Five Flags renovations. All documents related to this council meeting are located at http://weblink.citvofdubuque.orq/weblink/DocView.aspx?id=1942216&searchid=bfabOc4 e-2a17-4e7e-9b15-7bd2d80a718c&dbid=1 . The document totals 467 pages including all public input received. The City Council voted to receive and file the documents. The City Council during their annual goal setting session adopted for their Policy Agenda with the Five Flags Center: Direction and Funding as a 2018-2020 Top Priority. Discussion at the goal setting session was around Scenario 4 with other scenarios discussed as well. The City Council asked staff during the goal setting meetings to provide general direction on next steps and timing possibility for moving forward. It was also shared that certain next steps would require private involvement if a ballot initiative would be undertaken. DISCUSSION The initial steps continue to be refined and information gathered as a work group has been meeting regularly on this City Council Top Priority. This is to make sure all the aspects of whatever project is to be considered has the information that will be needed and made available to the City Council as well as our citizens. The work group currently consists of City Manager Michael C. Van Milligen, Assistant City Manager Teri Goodman and Cori Burbach, City Engineer Gus Psihoyos, Project Manager Steve Brown, Public Information Officer Randy Gehl, City Attorney Crenna Brumwell, Five Flags Civic Center General Manager HR Cook and myself. The work group began by looking at the questions that arose during the City Council discussion on July 2, 2018, City Council goal setting and what have been the questions asked by citizens and organizations since the study was filed. Presentations were given during and since the study was filed to the Dubuque Chamber of Commerce Board, Travel Dubuque Board, Dubuque Rotary, Main Street Board. More are scheduled. They also researched what the City's role can be if a ballot initiative was to happen. They researched the timeframes for ballot initiatives. Citizens and organizations want to know what it will look like. They wish to see an architecturally clear picture of what a specific project would look like both inside and outside the building. They want to clearly understand the amenities. They have asked what kinds of acts you can bring in if you have a larger facility. They wish to understand the parking needs clearly and that they are met. They want a clearly defined size of facility and to answer, "is it big enough?". They wish to understand how this complex can tie into other entertainment districts like Millwork, Port and Chaplain Schmitt. Of major importance is a clear understanding of the cost to the taxpayer. The first study outlined a general conceptual cost. There is a need to dig deep and define the costs in depth meeting with locals and understanding the local market. Staff reached out to Conventions, Sports and Leisure International to obtain a Phase 2 proposal to address these and other facts that would be necessary to share detailed information with the public relating to a project, should one be decided upon. The proposal is heavily weighted to work items to be completed by Betsch Associates and FEH Design along with structural, mechanical and environmental subconsultants. CSL will work on components specifically related to the scenario and modeling related to it. Their services defined as potential assistance areas. This allows the City to determine as the work of Betsch Associates and FEH moves forward the necessary research that needs to be done to model based on the specific designs and decisions. One topic will be a deeper dive into parking as the specifics of design are known. The proposal has a timeframe to complete all information by December 7, 2018 and be presented to the City Council on December 17, 2018. 2 BUDGETIMPACT FY 19 budget contains $50,000 in CIP 3502740 and $43,660 in 10032100 62716 for Phase 2 budget of$93,660. The proposals fee is $68,710. ACTION REQUESTED I respectfully share the proposal for the City Council's consideration for approval. attachment cc: Assistant City Managers Teri Goodman and Cori Burbach City Engineer Gus Psihoyos Project Manager Steve Brown Public Information Officer Randy Gehl City Attorney Crenna Brumwell Five Flags Civic Center General Manager HR Cook 3 • • .� . . . . October 25, 2018 Ms. Marie L. Ware Leisure Services Manager City of Dubuque Leisure Services Department 2200 Bunker Hill Road Dubuque, Iowa 52001-3010 Dear Ms. Ware: This letter ('�Letter'� sets forth our understanding of the terms and objectives of the engagement of Conventions, Sports&Leisure International ('�CSL'� and the City of Dubuque(��Client'� to provide additional consulting services related to the Five Flags Civic Center('�FFCC�Assessment and Study. CSL will perform these services with the assistance of BetschAssociates, Inc. and FEH Design, who will separately subcontract with CSL. This Letter also provides the nature and limitations of the services to be provided and the related fee arrangement. Scope of Services It is understood that the Client desires to advance planning associated with a potential major renovation/improvement project for the FFCC. Specifically, the services to be provided include various research and investigation into estimated development costs and funding issues associated with the proposed FFCC project, as well as on-call advisory assistance. In association with FEH Design, BetschAssociates, Inc. will perform the following scope of services: 1. Initial three-day site visit to complete the following tasks: a. Review of the scope of Option 4 that was created with the Assessment and Study. This review will include meetings with City staff and the FFCC staff to gain feedback on the City planning issues, site work, arena design, extent of support facilities, and scope of theatre upgrades to create a consensus for the scope and overall direction of the project. b. Meeting with Chris Brown and the City engineering staff to identify utility issues associated with the construction of the arena and the closing of 5th Street. We will also meet with the City staff and consult with an environmental design firm to review potential issues associated with the clean-up of the existing service station located on the properry. c. Meeting with Chris Kohlman, the City IT staff, and private utility contractors to do a walk-through of the existing fiber optic line in the Five Flags Center and a review of other potential communication lines which would need to be addressed with the construction of the arena. Conventions,Sports&Leisure International 520 Nicollet Mall.Suite 520.Minneapolis, MN 55402. Telephone 612.294.2000.Facsimile 612.294.2045 Ms. Marie L. Ware October 25, 2018 Page 2 of 8 d. Building walk-through with structural and mechanical engineers to identify renovation items and potential design issues associated with the addition of the arena. e. Meeting with the City staff and outside groups such as the symphony, Fly-By-Night Productions, Rising Star Theatre Company,the Civic Center Commission, and the other appropriate community groups to gain their feedback on the design of the arena, the renovation of the theatre, and the overall direction for the project. 2. Refinement of Option 4 per the input received in the initial site visit. This will include a development of the site plan, floor plans, and exterior building sketches to serve as the basis for the estimate of project cost. 3. Development of a detailed estimate of project cost for Option 4 including property acquisition, environmental remediation, utility relocation, site work, renovation, new construction, FF&E, soft costs, escalation to the mid-point of construction, and project contingency. The estimate will include a summary of key programmatic components, toilet fixture counts, finishes, and systems which support the project cost. 4. Second two-day site visit to complete the following tasks: a. Meetings with local general contractors and subcontractors to renew unit costs for union labor in Dubuque and to anticipate the level of activity in the subcontractor market. b. Meeting with the Five Flags Center and City staff to review the refinement of the building conceptual design,the proposed project cost, and potential funding strategies forthe project. 5. Development of eight (8) color renderings for the building exterior (2), the interior of the seating bowl, an arena suite, the arena lobby, the arena concourse, the interior of the theatre with the stage, and the theatre lobby, to convey the image of the project for the fundraising campaign. These renderings will require some detailed development of the design for these areas and will be based upon design input received during the second site visit. 6. Third two-day site visit to brief the City staff and FFCC and present the final cost estimate and renderings to the City Council on December ll, 2018. This is predicated on completion of this scope of work in conjunction with CSL by December 7, 2018. CSL will provide targeted advisory assistance. The services, as requested by the Client, could include, but will not necessarily be limited to: 1. On-Call Availabilitv Availability for telephone conference calls and in-person visits to Dubuque for discussions, strategic planning, presentations, and support of the project team. Ms. Marie L. Ware October 25, 2018 Page 3 of 8 2. Refine Concept, Update Kev Studv Assumptions &Models Utilizing the results of the previously conducted FFCC Assessment and Study and our past experience and knowledge of industry best practices, we will work collaboratively with team members to further refine pertinent detail, assumptions, funding, and implementation and business planning issues as they relate to reaction to project concepts, including, but not limited to, physical characteristics and amenities, market positioning, configuration at the project site, parking needs/opportunities, marketing opportunities and challenges,fit and connectivity within the downtown and greater destination/marketplace, ownership/management scenarios, operational issues, retail and other revenue-generating opportunities, and other such items. We will update research and analysis, as appropriate, to revise key analysis and findings associated with the previously-conducted study. We will update our utilization, attendance,financial operating, and economic impact models to reflect the most appropriate set of assumptions and estimates regarding the identified FFCC scenario. We will also generate additional data and analysis to demonstrate the market capture,financial operating and economic impact implications ofvariations in major facility components (i.e., seating levels and key amenities). Tax revenues and associated impacts generated by the FFCC project will also be analyzed and estimated. 3. Funding Analysis/Modeling We will identify and summarize financing sources and the extent to which facility/core element development may require funding from external sources to fund project operations and debt service. The analysis will focus on both financing mechanisms and the project revenue sources that could be used to partially fund facility development and/or ongoing operations. We will provide information and case studies of other comparable projects throughout the region and country related to funding approaches, vehicles, and revenue sources (public and private). Working with the project team and City Finance personnel and/or designated financial advisors/bond counsel, we will identify, assess and integrate various funding assumptions and sources within our overall financial models. 4. Additional Best Practices and Advisory Services a. Development of additional research and analysis, as needed and specifically requested by the City throughout the planning process, including those related to updated financial operating analysis, funding/financing issues, market capture, attendance, utilization, occupancy, parking requirements/needs, economic/tax impacts, etc. b. Access to a large proprietary database of industry research, agreement documents from comparable facility projects (i.e., Development Agreements, P3 (public/private partnership) Agreements, Private Management Agreements, Marketing Agreements, Food Service, Naming Rights/Sponsorship Agreements, and other service provider agreements, etc.). c. Assistance in identifying and evaluating funding options for the project, with a focus on both industry best practices as well as specific opportunities present in Dubuque and Iowa. d. Evaluation and negotiation assistance with key terms associated with a variety of potential or identified agreements involving the public sector and private parties. e. Assistance in reviewing programmatic and design documents related to the FFCC project, and other project elements upon their development and refinement. Ms. Marie L. Ware October 25, 2018 Page 4 of 8 f. As needed, research and discussion of best practices and industry benchmarking relative to business planning and development implementation aspects for the FFCC project, and in terms of best positioning coordination and collaboration among parties. g. Otherindustry-related and project-specific areas, as requested by the Client, as reasonable with consideration of total available engagement budget capacity. Professional Fees and Expenses Total professional fees for any engagement will depend on the number of hours required to complete the project and skill levels of the assigned personnel. As the number of hours that would be required to complete the scope of work outlined herein is not fully defined (due to the uniqueness of this stage of planning for projects of this nature), professional fees will be billed on an hourly basis plus out-of-pocket expenses against a minimum fixed Base Fee of $68,710. The Base Fee is comprised of the following Fee and 6cpense components: BetschAssociates/FEH Design/Structural, Mechanical, Environmental Subconsultants $48,710 CSL 20 000 Minimum Base Fee $68,710 Billable hours by staff member and incurred out-of-pocket expenses will be tracked and itemized monthly for the Client. If the aggregate total of hourly billings and out-of-pocket expenses exceed the Base Fee amount, we will immediately inform the Client and, upon the ClienYs express written consent, will bill additional fees on an hourly rate basis. Hourly rates by Project Team staff position are as follows. These hourly rates have been developed in consideration of a"premium"associated with the provision of proprietary in-house industry data and the variable, on-call preferential nature that will be afforded to the Client for requested services. CSL Principal (Bill Krueger) $325 CSL Analysts &Support Staff $185 Betsch/FEH Managing Principal $225 Betsch/FEH Principal $165 Betsch/FEH Sr. Project Architect/Designer/Engineer $125 Betsch/FEH Project Architect/Designer/Engineer $ 95 Betsch/FEH Staff Architect/Designer/Engineer $ 85 Betsch/FEH Technical/CADD/Admin Staff $ 65 Fees and expenses will be billed on a monthly basis. In the event that a decision not to proceed occurs at any point following the initiation of this engagement,we will cease our work immediately and bill you for time incurred on the project at that point in time. Ms. Marie L. Ware October 25, 2018 Page 5 of 8 Timing We are prepared to commence this engagement upon receipt of notice to proceed. It is understood that primary services provided under this agreement are to be completed by December 7, 2018, with a final presentation provided to City Council on December 17, 2018. We anticipate completing this engagement in full, performing all work as set forth herein. In the event that a decision not to proceed occurs at any point following the initiation of this engagement, we will cease our work and bill you for time incurred on the project at that point in time. Conditions of Work 1. Information and Data. CSL is entitled to assume, without independent verification, the accuracy of all information and data that the Client provides to CSL. All information and data to be supplied will be complete and accurate to the best of the ClienYs knowledge. CSL will use information and data furnished by others if CSL in good faith believes such information and data to be reliable; however, CSL shall not be responsible for, and CSL shall provide no assurance regarding, the accuracy of any such information or data. CSL shall be providing advice and recommendations to the Client; however, all decisions in connection with the implementation of such advice and recommendations shall be the ClienYs responsibility. CSL shall have no responsibility for any decisions made by the Client relating to the project or CSL's services hereunder. CSL shall have no responsibility for any assumptions provided by the Client, which assumptions shall be the ClienYs responsibility. The reports may include estimates of annual operating results based upon courses of action that the Client expects to take prior to and during the period under analysis. The Client is responsible for representations about its plans and expectations, and for the disclosure of significant information that might affect the estimated results. 2. Reports. Any reports prepared by CSL are valid only when presented in their entirety and only for the purpose stated therein. It is expressly understood that (a) CSL's reports, suggestions, analyses and conclusions, if any, do not, in whole or in part, constitute a fairness or solvency opinion or a feasibility report and (b) CSL will not perform any review, audit or other attestation procedures with respect to financial information as defined by the American Institute of Certified Public Accountants and will not issue any opinion, report or other form of assurance with respect to any financial information. There will usually be differences between the estimated and actual results because events and circumstances frequently do not occur as expected, and those differences may be material. Should the Client have any reservations with regard to the estimates, we will discuss them with the Client before the report is issued. Any partially completed work products and drafts presented to the Client are for internal use only. 3. Confidentiality. CSL will maintain the fact of this engagement along with all aspects of the engagement in strict confidence, not disclosing to any third party. Client understands and agrees that CSL shall be the owner of all methods,techniques, processes and skills and adaptations thereof Ms. Marie L. Ware October 25, 2018 Page 6 of 8 (including, without limitation, generalized features of the sequence, structure and organization) of any work product resulting from CSL's services. CSL understands and agrees that Client shall be the sole owner of all products resulting from or related to CSL's services, including, without limitation, all survey data,feasibility studies, revenue potential analyses, market demand analyses, and any other documents or summaries of the findings or results of any analysis related to this agreement. All confidential information provided by the Client shall remain ClienYs sole property. CSL will preserve the confidential nature of information received from the Client in accordance with CSL's established policies and practices. Neither Client nor CSL shall reference the other's name or anything related to this engagement without the other's prior written consent, except as may be required by law in which case, consent of the other party shall not be required. The Client agrees that any reports, analyses or other documents prepared by CSL will be used only in compliance with these terms, conditions, applicable laws, and regulations. 4. Property. To the extent that CSL utilizes any of its property (including, without limitation, proprietary databases, proprietary information, any hardware or software) in connection with its services, such property shall remain the property of CSL, and the Client shall not acquire any right or interest in such property. CSL shall have ownership (including, without limitation, copyright ownership) and all rights to use and disclose its ideas, concepts, know-how, methods,techniques, processes and skills, and adaptations thereof(including,without limitation, generalized features of the sequence, structure and organization) in conducting its business, and the Client shall not assert or cause to be asserted against CSL or its personnel any prohibition or restraint from so doing. However, all products resulting from or related to CSL's services, including, without limitation, all survey data,feasibility studies, revenue potential analyses, market demand analyses,and any other documents or summaries of the findings or results of any analysis related to this agreement shall be deemed works for hire that Client owns. 5. Limitation on Warranties. This is a consulting services agreement. CSL represents and warrants that it shall provide the services in good faith using commercially reasonable efforts. CSL disclaims and Client hereby expressly waives any and all claims based on any other representations and warranties, whether express, implied or otherwise, including, without limitation, warranties of merchantability and fitness for a particular purpose. 6. Indemnification. The Client and its affiliates shall indemnify and hold harmless CSL, its members, principals, and employees from and against any and all causes of actions, losses, damages, claims, liabilities, costs, and expenses (including, without limitation, legal fees and expenses)which may be asserted, brought against, paid or incurred by any of them at any time in any way arising out of or relating to CSL's services, except to the extent it is finally judicially determined that such losses have resulted from the willful misconduct of CSL. CSL and its affiliates shall indemnify and hold harmless the Client, its members, principals, and employees from and against any and all causes of actions, losses, damages, claims, liabilities, costs, and expenses (including, without limitation, legal fees and expenses) which may be asserted, brought against, paid or incurred by any of them at any time in any way arising out of or relating to CSL's services, except for provision 5 and/or to the extent it is finally judicially determined that such losses have resulted from the willful misconduct of the Client. 7. Limitation on Damages. CSL, its members, principals, and employees shall not be liable to the Client for any losses, damages, claims, liabilities, costs, or expenses in any way arising out of or relating to this engagement for an aggregate amount in excess of the Fees paid by the Client to CSL for its services. In no event shall CSL, its members, principals, or employees be liable for consequential, special, indirect, incidental, punitive, or exemplary loss, damage, cost, or expense (including, without limitation, lost profits and opportunity costs). The provisions of Section 6 and Ms. Marie L. Ware October 25, 2018 Page 7 of 8 this Section 7 shall apply regardless of the form of action, whether in contract, statute, tort (including, without limitation, negligence), or otherwise, and shall survive the completion or termination of this engagement. The Client, its members, principals, and employees shall not be liable to CSL for any losses, damages, claims, liabilities, costs, or expenses in any way arising out of or relating to this engagement for an aggregate amount in excess of the Fees paid by the Client to CSL for its services. In no event shall the Client, its members, principals, or employees be liable for consequential, special, indirect, incidental, punitive, or exemplary loss, damage, cost, or expense(including,without limitation, lost profits and opportunity costs). The provisions of Section 6 and this Section 7 shall apply regardless of the form of action, whether in contract, statute, tort (including, without limitation, negligence), or otherwise, and shall survive the completion or termination of this engagement. 8. Subsequent Work. CSL, by reason of the performance of its services, is not required to furnish additional work or services, or to give testimony, or to be in attendance in court with reference to the assets, properties, or business interests in question. CSL will have no responsibility to update any report, analysis, or other document relating to its services for any events or circumstances occurring subsequent to the date of such report, analysis, or other document. 9. Cooperation. The Client shall cooperate with CSL in connection with the performance of its services, including providing CSL with reasonable and timely access to the ClienYs information, data, and personnel. 30. Non-Exclusivity. Nothing in this report, including these Terms and Conditions, shall be construed as precluding or limiting in any way the right of CSL to provide consulting or other services of any kind or nature whatsoever to any person or entity as CSL in its sole discretion deems appropriate. 11. Force Majeure. CSL shall not be liable for any delays or failures to perform its services resulting from circumstances or causes beyond its reasonable control, including,without limitation, fire or other casualty, act of God, strike or labor dispute, war, or other violence, or any law, order, or requirement of any governmental agency or authority. 12. Independent Contractor. CSL is an independent contractor and not an employee, agent or partner of Client. CSL is not authorized directly or indirectly to represent to any person that Consultant has the authority to bind the Client to any agreement or course of conduct. However, CSL shall have the right to use subcontractors, as necessary. 13. Inconsistencies. In the event of any conflict or inconsistency between the provisions set forth in the Letter and these Terms and Conditions, the provisions of these Terms and Conditions shall govern. 14. Complete Agreement. The Letter, including these Terms and Conditions, constitutes the entire agreement between the Client and CSL with respect to the subject matter thereof and hereof, and supersedes all other oral or written representations, understandings, and agreements between the Client and CSL relating to the subject matter thereof and hereof. The Letter, including these Terms and Conditions, cannot be changed, except by written instrument signed by both the Client and CSL. The Letter, including these Terms and Conditions, shall be binding on the Client and CSL, and the ClienYs and CSL's permitted successors and assigns; however, neither the Client nor CSL may assign the Letter, including these Terms and Conditions, without the prior written consent of the other, except that the Client and CSL may assign the Letter, including these Terms and Conditions, to any successor to all or substantially all of the business or assets of such party. Ms. Marie L. Ware October 25, 2018 Page 8 of 8 the other, except that the Client and CSL may assign the Letter, including these Terms and Conditions, to any successor to all or substantially all of the business or assets of such party. 15. Governing Law. The Letter, including these Terms and Conditions, shall be governed by and construed under the laws of the State of Iowa. 16. Counterparts. This Letter may be executed in counterparts, or by facsimile or telecommunicated counterparts, each of which shall be deemed an original and both of which, when taken together, shall constitute the same agreement. 17. Consent and Good Faith Dealings. The parties hereby covenant, each to the other, that each will deal with the other equitably, and will take into account the reasonable commercial expectations of the other in the exercise of rights and obligations hereunder. When consent or approval is requested for any action, the party from whom approval is sought shall give full and fair consideration to the financial issues raised by the other party and shall act in a fair, timely and non -capricious manner. Unless other indicated specifically in this Letter, consent and approvals shall not be unreasonably withheld, delayed or conditioned. 18. Insurance. CSL shall obtain and maintain at all times during the performance of its services insurance as required by Insurance Schedule C, attached hereto. If you are in agreement with the aforementioned, please indicate by signing in the space provided below, and returning this letter to CSL International. If you would like to discuss this letter, please contact Bill Krueger at 612-294-2003 or bkrueger@cslintl.com. Very truly yours, SSL Conventions Sports & Leisure International, LLC Acknowledged and Accepted by: CITY OF ly UQUE, IO A Aka Signature Roy D. Buol Printed Name Mayor Title November 5, 2018 Date