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Signed Contract_Conventions, Sports, and Leisure (CSL) Five Flags Study and Assessment Copyrighted April 17, 2017 City of Dubuque Consent Items # 22. ITEM TITLE: Signed Contracts SUMMARY: Five Flags Study and Assessment Contract with Conventions, Sports, and Leisure (CSL); Release of Real Estate Mortgage for Jorja Moore, 890 Iowa Street. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File ATTACHMENTS: Description Type CSL Contract for Five Flags Study and Assessment Supporting Documentation Release of Real Estate Mortgage for 890 Iowa Street Supporting Documentation THE CITY OF ,r. Dubuque t5UME; Masterpiece on the Mississippi 2007.2012.2013 TO: Michael C. Van Milligen, City Manager FROM: Marie L. Ware, Leisure Services Manager� SUBJECT: Five Flags Study & Assessment Contract Authorization DATE: April 7, 2017 INTRODUCTION The purpose of this memo is to request signature on the Five Flags Study and Assessment letter with Conventions, Sports and Leisure (CSL). DISCUSSION The City Council at their March 6, 2017 meeting approved CSL to complete the Study and Assessment. The attached Letter has been reviewed by Barry Lindahl. RECOMMENDATION I respectfully request your signature on the attached Letter which engages CSL to perform the Study and Assessment. MLW:et attachment - Letter MLW:et 1 March 10, 2017 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 consultant services for a Five Flags Civic Center ("FFCC") Assessment and Study. CSL will perform these services with the assistance of BetschAssociates, Inc. and FEH Design, as indicated in CSL's original proposal to the Client. This Letter also provides the nature and limitations of the services to be provided and the related fee arrangement. The RFP for Consultant Services for Five Flags Civic Center Assessment and Study issued December 2016 (the 'RFP") and CSL's response dated December 29, 2016 are incorporated herein by reference. Scope of Services The following scope of work will be completed, including but not limited to Phase 1-5 of the RFP. The scope of services presented.herein has been developed to provide the Client and other area decision makers with the foundation of research necessary to strategically plan for the future of the FFCC. Importantly, this research provides both short- and long-term direction not only as to the facility components/development options that may be supportable from a market demand perspective, but also the supporting amenities and infrastructure required in order to maximize the community's return-on-investment. The phases and tasks are as follows: Phase I. Current Status Assessment Task 1. Study Kickoff and Initial Project Planning Task 2. Local Market Conditions and Visitor Industry Assessment Task 3. Analysis of Existing Five Flags Civic Center Operations Task 4. Industry Trends Review Task 5. Competitive/Comparable Facility Analysis Task 6. Market Surveys Phase II. Expansion Study and Assessment Task 7. Market Supportable Program Analysis Task 8. Event/Use Levels Analysis Task 9. Conceptual Renderings and Design Charrette Task 10. Preliminary Construction Cost Analysis Task 11. Financial Operations Analysis Task 12. Economic Impact Analysis Phase III. Naming Rights and/or Sponsorship Opportunities Analysis Phase IV. Scenario Development Phase V. Final Report Conventions,Sports&Leisure International 520 Nicollet Mall•Suite 440•Minneapolis,MN 55402• Telephone 612.294.2000•Facsimile 612.294.2045 Ms. Marie L. Ware March 10, 2017 Page 2 of 16 A detailed description of the scope of services and the approach to be applied to the project phases and tasks is provided below and on the following pages. Phase I. Current Status Assessment The purpose of this phase is to conduct a comprehensive analysis of the market demand, positioning and potential for the FFCC. This task will include assessment of the FFCC's product offerings and historical performance, as well as the supporting visitor industry infrastructure present in the Dubuque destination. This multi-faceted, market-based approach will focus on the specific needs and characteristics of likely users of a potentially improved/enhanced FFCC. Access to this essential base of information will provide context for future discussions as well as important efficiencies in conducting the overall analysis. The specific tasks to be conducted as part of this phase are summarized below and on the following pages. Task 1. Study Kickoff and Initial Project Planning As an initial task we will work with the City and other stakeholders to establish the specific project goals and timeframe. An initial planning meeting will take place in Dubuque to collect pertinent project data and coordinate a project work plan. This is a critical first-task, and we will spend several days in the community conducting local interviews, reviewing existing data, touring the FFCC, visiting other destination visitor industry amenities and gaining important insight into the significance of the Five Flags Civic Center. We will conduct initial in-person, one-on-one interviews in Dubuque with key project stakeholders to obtain background information related to the project. In addition to City and FFCC leaders, these interviews could include individuals such as elected and appointed City officials, CVB/DMO representatives, key hotel owners and managers, Chamber of Commerce leaders, key academic institution officials and leadership among other local academic institutions, tourism industry representatives, theater and arts organization representatives, restaurateurs, attractions, business leaders and other civic and visitor industry representatives or project stakeholders. These meetings will focus on analyzing conditions with regard to local market characteristics, facility needs and the opportunities that future investment in the public assembly facility and hospitality sector may represent. Specifically, through this process, we will: • establish a working group that will include representatives of local project leaders; • assemble important project related data; • gain initial insight and perspective into local conditions that will impact the research process; • establish the format and content of our deliverable products; and • modify the work plan, if necessary, to reflect any appropriate changes arising from the information obtained in the steps noted above. Task 2. Local Market Conditions and Visitor Industry Assessment This task will define and evaluate the local market characteristics of the Dubuque destination, as well as its existing convention and hospitality infrastructure, programs and funding support. Analysis of population, visitor and related demographics can help form the basis of market demand for arena, theater, civic, cultural and local event activity sectors. Data regarding the EXECUTION COPY i I Ms. Marie L. Ware March 10, 2017 Page 3 of 16 size, demographics and growth potential of the Dubuque regional market over the next several years will be assembled and compared to other similar-sized markets. The evaluation of these characteristics will serve as an important component of our analysis of market demand among particular event categories that draw from the local population base. Similar data for comparable markets will also be gathered and analyzed as part of this task. We will also analyze operational, financial, event use and related information associated with any existing arena, theater, performing arts, spectator and other such venue in the local area. We will conduct interviews with facility management, collecting the following type of information: • space offerings; • types of events and historical levels; • future year bookings and tenant contracts; • rent and service rate structures; • event opportunities and challenges; • financial operating data; • physical facility and operational challenges and issues; and, • other such data. The entertainment/spectator infrastructure of a community includes entertainment venues and events, restaurants, retail, transportation/pedestrian access, hotels and other such characteristics. These can have an impact on the ability of a community to support added event activity. As part of this analysis, we will analyze specific community characteristics as they relate to potential redevelopment/enhancement of the FFCC that includes: • transportation options and linkages to/from the FFCC; • proximity issues to major metropolitan markets; • air, rail, ground transportation and shuttle access; • entertainment offerings and attractions; • existing/planned entertainment and cultural facilities in the local area; • key community resources; and • other such characteristics. Further, as information is available, we will collect and review data associated with existing local conference, convention, civic and other such event facilities, including facilities offered within area hotels. Information to be collected and analyzed will include, but will not be limited to, the following: • existing conference, convention, civic, exhibition, meeting and event center physical components, configuration and related issues; • event characteristics (type, number, length of stay, origination of attendees); • square footage and occupancy/utilization by type of space; • event seasonality; • lost business information; • rental and service rates; • operating revenues and expenses; and • capital improvements and long-term facilities planning data. The results of this task will be used in combination with data prepared throughout the study to assess Dubuque's competitive position within the state, regional and national marketplace and its ability to accommodate additional event and visitor demand. By understanding the type of EXECUTION COPY Ms. Marie L. Ware March 10, 2017 Page 4 of 16 business currently accommodated within the community, we can focus our recommendations on facility development and strategic initiatives that could add to the overall level of events, attendees, visitation and economic impact. Task 3. Analysis of Existing Five Flags Civic Center Operations The objective of this task is to conduct an in-depth analysis of the overall operational characteristics of the existing FFCC, with the goal of understanding the existing resources within the available event space. This analysis will help form the basis for evaluation of future incremental demand that redeveloped/enhanced FFCC event facility space could accommodate. As the information is available, our collection and review of data will include, but will not be limited to: • Facility physical components, configuration, functionality, amenities and related issues and how they relate to potential future needs; • Event characteristics including number of events, utilization days, space used by area, attendance and other past, current and future booking statistics; • Square footage and occupancy by type of space and type of event; • Event seasonality; • Information on"lost"business; • Rental and service rates; • Operating revenues and expenses; and, • Capital improvements and long-term facilities planning data; The results of this task will provide an assessment of the capacity, performance and limitations of the DCC event facility product and, importantly, benchmark data for subsequent study tasks. Task 4. Industry Trends Review The multipurpose arena, spectator, convention, civic, meeting, entertainment and visitor industries have undergone significant change over the past decade. Issues impacting these industries, including changing demand for event space, technological amenities, hotel availability, service levels and other such characteristics, have been joined by recent, and sometimes dramatic, fluctuations in event activity due to nationwide economic conditions and travel costs. In addition, supply growth has impacted demand levels in individual markets. Many event planners have also placed greater importance on the issue of environment sustainability of a facility in terms of selection criteria. CSL understands these and related important characteristics and how they have and will continue to affect the industry. Our understanding of industry trends and their implications on specific markets is something that we take very seriously, as demonstrated by our ongoing dedication of significant staff resources to important industry research efforts. We are constantly researching the industry from the perspective of event planners and travelers, conducting upwards of a thousand individual interviews on an annual basis. We will evaluate how the local market may be impacted by emerging industry trends, summarizing the potential impact on FFCC expansion/improvement and/or visitor industry infrastructure, and the potential for creative development characteristics tailored to the demand unique to the market. An evaluation of these trends will be important in placing overall market demand estimates into the context of the industry, presently and into the foreseeable future. EXECUTION COPY j Ms. Marie L. Ware March 10, 2017 Page 5 of 16 Task 5. Competitive/Comparable Facility Analysis In evaluating the market positioning and demand for a potential redevelopment/enhancement of the FFCC and/or other visitor industry strategic initiative, it is important to gain an understanding of the competitive/comparable facility and destination environment. Within this task, we will assemble and review the operational and physical characteristics of existing and planned facilities in the region that do, and could, compete with the FFCC. Also, we will evaluate convention facilities around the country that may offer some element of comparable insight, focusing on identifying and analyzing facilities in markets similar to Dubuque. The types of data that will be assembled for comparable and competitive projects will include, but not be limited to: • facility type and marketing focus; exhibit, meeting, ballroom and multipurpose space and capacities; • fixed and temporary seating components; • future expansion plans; • layout, staging and design features; • event characteristics (levels, attendance, utilization, future bookings, etc.); • ancillary services and amenities; • operating revenues and expenses; • rental terms; • available parking; • area demographics; • hotel availability, quality and proximity to the facility; • visitor industry tax rates (i.e., hotel/motel tax); • convention and visitor bureau marketing resources; • location characteristics and transportation access; and • other such characteristics. We will develop case studies concerning comparable facilities in similar destinations to Dubuque to address the respective facilities' level of use, rates, financing, source of public subsidies, size and operating expense, as well as other key facility/destination information. This analysis will assist in providing data as to how Dubuque and the FFCC could compete within specific event markets, as well as later assisting in the evaluation of the associated financial operations, operation structure, marketing, and economic and fiscal impacts of a redeveloped/enhanced FFCC. Task 6. Market Surveys The purpose of this task is to develop primary industry market research specific to Dubuque. In- person, one-on-one interviews and/or focus groups with key local individuals and business leaders will be conducted in Dubuque near the outset of the study to gain an understanding of the local market's attitudes with regard to the market potential for expanded/improved convention space and/or new visitor industry-oriented strategic initiatives. These interviews could include individuals such as representatives/officials of the City, CVB/DMO, Chamber of Commerce, hoteliers, event facility managers, theater and arts organizations, restaurateurs, business leaders, and other civic and visitor industry representatives. Beyond these local interviews, we will interview via telephone a significant sample of potential users of a redeveloped/enhanced FFCC, both locally and from a state, regional and national basis. Such interviews allow us to go beyond simply relying on competitive and comparable EXECUT[oN COPY Ms. Marie L. Ware March 10, 2017 Page 6 of 16 facility data in order to develop market demand findings. In addition, this type of direct outreach to event planners can support our analysis of emerging trends from a demand perspective and in terms of the unique facility features that may provide a future competitive advantage to any FFCC redevelopment/enhancement project and/or visitor industry strategic initiatives. The analysis may include organizations or individuals from the following event segments: • national, regional and local spectator event promoters of: o sporting events; o family shows; o concerts; o musical and dance productions; o theatrical events; and, o religious events. • local, state, regional and national association conventions, conferences and/or meetings; • potential sports or other primary facility tenants; • corporate and trade events; • academic-oriented events and users; • public/consumer shows; • SMERF events (social, military, education, religious, fraternal); • community banquets, meetings, festivals and related events; • local civic, service and religious organizations; • cultural events; and • other such events. Event organizer survey results will be analyzed to provide summaries of the following data specific to added facilities: • likelihood of utilizing a redeveloped/enhanced FFCC; • reasons for not choosing the Dubuque area; • space/seating levels required to attract the event; • potential attendance, number of events, rental revenues, attendee spending and other such quantifiable data; • overall hotel room requirements; • other important community requirements to attract the event; • event seasonality; • length of event data; • past facility use; • requirement/preference for technology-related amenities; • issues with respect to the proximity to nearby airports; • perceptions of the Dubuque area; and, • other related event information and relevant opinions. By combining the results of this task with the analysis results generated in previous tasks, we will be able to identify the event markets that represent the primary sources of demand for a potential expanded/improved FFCC with and without supporting visitor industry infrastructure enhancements, upon which future facility recommendations and event/impact estimates are made. EXECUTION COPY l i Ms. Marie L. Ware March 10, 2017 Page 7 of 16 Phase II. Expansion Study and Assessment The purpose of this phase is to synthesize findings of the previous phase to analyze and translate market demand and opportunities into a market supportable facility program for the FFCC. The phase will also outline appropriate redevelopment/enhancement options (if any), as well as other FFCC-oriented or visitor industry-oriented infrastructure, policy, and/or marketing initiatives that would be expected to enhance the FFCC's competitiveness and performance. Once identified, we will present estimates of the key costs and benefits (upfront, ongoing and cumulative) associated with scenarios generated under the previous phase of study. It is understood, as will be subsequently discussed, that at least five (5) strategic recommendation scenarios are requested for analysis. Task 7. Market Supportable Program Analysis We will prepare an analysis of the market supportable facility building program for the FFCC, based on market demand and related data developed as part of the previous task. The importance of matching the size of the facility will be balanced with existing/anticipated future market conditions, financing/budgetary considerations, and economic impact-generating and local needs ability of the potential expanded/improved FFCC. The analysis will focus on: • fixed and temporary seating levels; • exhibit, meeting, ballroom and multipurpose space; • size of support space and other functional areas; • size and type of concession/kitchen space; • food service areas; • amount and type of other revenue-producing areas; • locker rooms, performer dressing rooms, green rooms and other event staging areas; • space configuration and aesthetic features; • theme/brand possibilities; • storage space and other such supporting infrastructure needs; • possibilities for future expansion; and, • important technological and other amenities. We will identify any external factors that could significantly affect the ability of a potentially expanded/improved FFCC to maximize its potential. Factors to be identified include: • availability of quality, committable hotel rooms; • restaurant/retail establishments; • parking needs; • transportation infrastructure/accessibility; • event attendee transportation within the area; and, • other such characteristics. Should any existing complementary facilities/amenities/infrastructure be deemed inadequate, we will conduct a preliminary assessment of such items/issues and discuss potential methods of facilitating their development/creation, including incentivizing private sector participation and/or creative public/private partnerships to enhance the visitor industry infrastructure to adequately support any future FFCC product investment. EXECUTION COPY Ms. Marie L. Ware March 10, 2017 Page 8 of 16 Based on industry best practices, we will discuss pertinent issues as they relate to the existing FFCC and a potential expanded/improved product, including, but not limited to, physical characteristics and amenities, market positioning, marketing opportunities and challenges, fit within the greater destination/marketplace, management options, operational issues, marketing and operational synergy among other site/property elements, and other such items. Task 8. Event/Use Levels Analysis For each of the strategic scenarios, we will estimate the level and characteristics of events and activities that could be attracted to and retained at the FFCC up to and for a stabilized year of operations. Measures of event demand will include: • event levels by event segment; • potential attendance (including visitor) levels by activity or use; • origin of attendees/exhibitors (i.e., local vs. non-local) and associated traffic levels; • length of event data; • facility space and functionality requirements (exhibit, meeting, banquet, seating, staging, technology, etc.) by event type; • hotel requirements; • parking requirements; and, • seasonality data. Task 9. Conceptual Renderings and Design Charrette Due to the wide variety of scenarios to be reviewed for the future of the Five Flags Civic Center, we feel that this project requires a unique approach to the planning process to bring together all the stakeholders as determined by the City to build a consensus for the future direction of the Center. With this in mind and upon completion of the market analysis, we propose to begin our planning process with a four-day interactive design charrette on site led by the principals of the design team. It will include the City administration, key community leaders, and the staff at the FFCC. During this charrette, the design team will complete the following tasks: • Develop an overview of the existing site and structures, including their acoustical quality, status of patron amenities, functional capacities, structural integrity, condition of mechanical, electrical, and plumbing systems, and energy efficiency. This overview will include a complete list of proposed building renovations, building additions, and deferred maintenance items, each with their estimated cost, as required to meet the needs of the market, generate added revenue, create new events, or enhance the image, operation, or performance of the facility. • Conduct an intermediate review with the City and its stakeholders of its findings and the related design opportunities to gain insight, and to set priorities for the remainder of the planning effort. • Develop each of the proposed scenarios with the appropriate list of related improvements, pertinent plans and sketches, conceptual cost estimates, and a pro and con analysis of each. EXECUTION COPY i Ms. Marie L. Ware March 10, 2017 Page 9 of 16 • Review carefully the scenarios in open discussion with the appropriate stakeholders. This process will allow the City and its stakeholders to set the priorities for either the demolition, renovation/expansion, or relocation of the Center. • Document the entire process in booklet form and include it as a part of the final report. This four-day interactive process has been very successful in greatly reducing the planning schedule time for a project, building consensus for the recommended solution with all the stakeholders, and producing inspiring solutions. We have used this same process to generate the conceptual plans for all of our public assembly projects and will use it to develop the appropriate scenarios for the Five Flags Center. Task 10. Preliminary Construction Cost Analysis Based on a rich database of past projects, industry norms, the program information, unique site features, local cost characteristics and other relevant features, we will provide preliminary cost estimates for the recommended facility development scenarios. The cost estimates will focus on per-unit data adjusted for conditions in the Dubuque area and cost data of comparable facilities modified for time and locations. The estimates will focus on the building programs and configurations developed in previous study tasks. These cost estimates will be useful for framing a discussion on overall project costs if the project gathers support for an implementation phase. Task 11. Financial Operating Analysis We will prepare a financial operating analysis for the FFCC up to and for a stabilized year of operations under each of the identified scenarios. Specifically, we will develop a computer-based model incorporating comparable facility data, historical FFCC operations, and the estimated levels of event utilization and attendance derived from the market analysis in order to develop estimates with regard to facility operating revenues and expenses. We will estimate line item revenues, including rental, food service, event service, parking, advertising and sponsorship revenues, and other such sources. We will estimate line items expenses, including salaries (permanent and event driven staff costs), utilities, maintenance, supplies, insurance, contract service costs and others. We will work with the City and project leaders to develop other non-operating revenue/expense assumptions associated with each of the scenarios, in order to provide initial estimations of the financial return/risk structures associated with the project under each scenario. Additionally, we will work with facility staff to outline a long-term plan for routine and extraordinary capital maintenance and replacement. Specifically, we will meet with facility representatives to discuss the current views of the facility, including their primary concerns with regard to current maintenance issues, operational issues such as a review and prioritization of the operator's current working list, and plans for future improvements or updating. This cursory analysis will identify potential limitations to accommodating future demand for event space within and around the FFCC. Upon this inspection, should the City determine that a more detailed assessment is required, we would be happy to work with the City to address this request in the most cost efficient manner possible. EXECUTION COPY Ms. Marie L. Ware March 10, 2017 Page 10 of 16 Task 12. Economic Impact Analysis In this task, we will estimate the economic and fiscal (tax) impacts associated each of the identified scenarios, emphasizing the incremental impacts associated with expansion/improvement of the FFCC and other recommended strategic initiatives. The operation of a renovated/enhanced event facility typically attracts some level of out-of-town event attendees/exhibitors to the community. Likewise, other targeted strategic initiatives will be designed to grow the number of visitors to Dubuque. The non-local attendees and visitors brought into the community as a result of the event facility and/or other initiatives represent the basis for added local economic and fiscal impacts. As part of this analysis, we will develop estimates of total incremental visitors to the Dubuque area generated as a result of new visitor-oriented facility and investment strategies. We will then apply appropriate per-visitor spending estimates using industry data adjusted to the local area. The multipliers, specific to Dubuque and provided by leading input/output multiplier models, will be used to estimate total economic output, earnings and employment generated as a result of each of the supportable strategic options identified. From these economic impact variables, we will apply appropriate local, regional and statewide tax rates to estimate the added tax revenue generated as a result of the initiatives. The resulting visitor spending levels will be segmented by industry and applied to economic impact multipliers. Visitor spending levels by industry and event type will include the following metrics: • Direct spending • Indirect/induced spending • Personal earnings/income • Employment(jobs) • Hotel room nights • Tax revenue (by type) The completion of the economic and fiscal impact analysis will allow for a comparison of key costs and benefits associated with the development and operation of a redeveloped/enhanced FFCC across each of the five outlined development scenarios. This comparative evaluation will allow project stakeholders and the community to assess issues related to return on investment. Phase III. Naming Rights and/or Sponsorship Opportunities Analysis CSL will conduct a review of a potential expanded/improved Five Flags Center and its potential use levels/tenants to identify assets available for a potential naming rights package, including, but not limited to the following: (1) on-site advertising; (2) broadcast exposure; (3) editorial media coverage; (4) publications; (5) collateral material; (6) promotional opportunities; (7) event marketing; (8) internet; (9) seating; (10) ticketing; and (11) merchandising. Based on an evaluation of the existing assets and potential components that could be included in a naming rights package, we will develop an approximate value for the potential naming rights assets based on industry standards, valuation techniques and market conditions. We will focus on demographic, location and traffic count characteristics, including estimates of ad impressions via signage, advertisements, media and other methods. We will identify and analyze naming EXECUTION COPY I Ms. Marie L. Ware March 10, 2017 Page 11 of 16 rights deals from a variety of comparable projects throughout the state and country. The goal of the exercise is to determine the market value of Five Flags Center naming rights for interested corporations or donors, and to identify a naming rights opportunity (if any) that will provide the greatest level of value to potential prospects and maximize revenue for the Five Flags Center, thereby reducing the amount of debt that may be necessary for the contemplated expansion and/or annual operating obligations borne by the public sector. Phase IV. Scenario Development This phase is designed to synthesize the elements of the previous phases and present, for consideration by the City and other project stakeholders, a comparison of at least five (5) redevelopment/enhancement scenarios, along with a discussion of the merits/demerits of each scenario. Specific scenarios to be presented include, but are not limited to: 1. Retain historic theater; redevelop remaining Five Flags Civic Center event space allowing for private sector or other higher and better use development to occur on-site. 2. Restructure leasing agreement of Five Flags Civic Center, except for historic theater, to attract and host private tenancy or ownership with a different business model. 3. Renovate existing.Five Flags Civic Center facilities to better accommodate existing and potential future event demand. 4. Renovate and expand existing Five Flags Civic Center facilities to better accommodate existing and potential future event demand. 5. Redevelop Five Flags Civic Center elsewhere in Dubuque to better accommodate existing and potential future event demand. The analysis of these scenarios will require a comprehensive analysis of the feasibility of maintaining the Five Flags Theater, as outlined previously in our analysis. We will rely on the results of the Design Charrette, described in Phase II, Task 9 to provide specific direction on the necessary upgrades to the existing theater and to indicate whether costs associated with bringing the facilities to an appropriate operational standard would provide an appropriate return-on- investment for the community. Phase V. Final Report In this final task, we will prepare a written draft report summarizing our findings and conclusions. It will include photographs and conceptual drawings of all potential scenarios keyed to the text of the report. We will summarize these matters in a draft report, which will be submitted to you prior to finalizing the document. After comments are incorporated, we will issue a final written report summarizing all findings, conclusions and recommendations. We will also provide an electronic copy of the report. In addition to the written and electronic report, we will conduct oral presentations to the City and other key stakeholder groups regarding the study findings. EXECUTION COPY ' w Ms. Marie L. Ware March 10, 2017 Page 12 of 16 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. Professional fees and all out-of-pocket expenses (this includes costs for travel, postage, telephone, report preparation and reproduction) associated with all phases and tasks will not exceed $50,000 (without the prior written approval of Client). These fee and expense figures assume four person visits by project team representatives. Professional fees and out-of-pocket expenses will be billed and are payable on a monthly basis. Should additional work be required beyond the scope of services detailed herein, professional fees will be billed on an hourly rate basis. Total professional fees for additional services Will depend on the number of hours required to complete the services and skill levels of the assigned personnel. Timing We are prepared to commence this engagement upon receipt of notice to proceed. We expect to be able to complete the scope of services outlined herein within 20 weeks, reflecting the extensive amount of primary market research and subsequent analysis required to draw informed conclusions. In addition, regular progress updates will be forwarded to the Client in-person or via conference call during the study period. Furthermore, we anticipate completing the contracted elements in full, performing all work as set forth herein. In the event that a decision not to proceed occurs within the time frame finally agreed upon for 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 Client's 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 Client's 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 Client's 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 EXECUTION COPY I Ms. Marie L. Ware March 10, 2017 Page 13 of 16 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 (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 Client's 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. S. 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. EXECUTION COPY Ms. Marie L. Ware March 10, 2017 Page 14 of 16 6. Indemnification. To the extent allowed by law, the Client 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 (a) caused by any breach by Client of any representation, warranty, covenant or other provision of this Agreement; or (b) caused by the negligent or willful misconduct of Client or any of their officers, directors, employees, agents, representatives, 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. Except for any claims subject to indemnification above in Section 6 or as otherwise covered by the limits of any insurance required herein, 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. 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 either CSL or Client, of each of their respective 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); provided however, that with respect to CSL, this limitation shall not apply with respect to claims proximately caused by CSL's negligence but rather shall be limited to the limits of any insurance required of CSL herein. 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 Client's information, data, and personnel. EXECUTION COPY Ms. Marie L. Ware March 10, 2017 Page 15 of 16 10. 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 Client's 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. 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. EXECUTION COPY Ms. Marie L. Ware March 10, 2017 Page 16 of 16 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, 5 Conventions Sports&Leisure International, LLC Acknowledged and Accepted by: CITY OF DUBU , IOWA Signat e Printed Name Title '7' /C Date EXECUTION COPY