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HomeMy WebLinkAbout2019-08-19-J01E Sports Tourism Analysis_Scope of Services AgreementAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: August 19, 2019 AGENDA ITEM:Consideration of approval of a resolution approving Scope of Services Agreement with CSL International FORMAT:Consent Agenda SYNOPSIS INCLUDING PRO & CON: This is a contract with Conventions, Sports & Leisure International (CSL) to serve as a consultant to review a proposed soccer complex. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: $45,000 + $4,500 of estimated reimbursables COMMISSION/BOARD/COMMITTEE COMMENT: N/A STAFF REVIEW AND COMMENT: City staff recommends approval of the agreement. RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. Scope of Services Agreement PREPARED BY:Dan Dutcher REVIEWED BY:City Attorney PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: J1E THE CITY OF WAUKEE, IOWA RESOLUTION 19- APPROVING SCOPE OF SERVICES AGREEMENT WITH CSL INTERNATIONAL [SPORTS TOURISM ANALYSIS] IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, the City desires to retain the services of Convention, Sports & Leisure International (CSL) to evaluate the feasibility of an amateur sports complex in Waukee; AND, WHEREAS, CSL has provided a Scope of Services Agreement for a study that will include market analysis, supportable program analysis, utilization analysis, construction cost and financial operations analysis, economic impact analysis, ownership/oversight/management options, and preparation and presentation of final report. NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee that the Scope of Services Agreement with CSL International is hereby approved. Passed by the City Council of the City of Waukee, Iowa, and approved the 19th day of August, 2019. ____________________________ William F. Peard, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman R. Charles Bottenberg Courtney Clarke Shelly Hughes Larry R. Lyon Conventions, Sports & Leisure International 520 Nicollet Mall • Suite 520 • Minneapolis, MN 55402 • Telephone 612.294.2000 • Facsimile 612.294.2045 July 30, 2019 Mr. Dan Dutcher Community & Economic Development Director City of Waukee 230 West Hickman Road Waukee, Iowa 50263 Dear Mr. Dutcher: 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 Waukee (“Client”) to conduct a feasibility study for a proposed new amateur sports complex (“Complex”) in Waukee. This Letter also provides the nature and limitations of the services to be provided and the related fee arrangement. Scope of Services CSL will perform the following services. It is understood that the Client desires to evaluate the feasibility of a new soccer-focused amateur sports complex in Waukee. The study will include research and analysis of local market conditions, competitive facility supply, comparable facility benchmarking, industry best practices, interface/outreach with stakeholders and potential facility users, supportable program, and estimates of construction costs, operating costs, economic and tax impacts, and business planning issues. The primary tasks to be completed by CSL for the study are as follows. Task 1. Market Analysis Task 2. Supportable Program Analysis Task 3. Utilization Analysis Task 4. Construction Cost & Financial Operations Analysis Task 5. Economic Impact Analysis Task 6. Ownership/Oversight/Management Options Task 7. Preparation and Presentation of Final Report Task 1. Market Analysis The primary purpose of this task is to conduct detailed research and analysis to estimate market demand for the proposed Complex. In conducting this analysis, CSL will implement a multi-faceted, market-based approach that focuses on the specific needs and characteristics of likely users of the proposed soccer-focused amateur sports complex. Access to this essential base of information will provide context for future discussions as well as important efficiencies in conducting the overall analysis. Mr. Dan Dutcher August 7, 2019 Page 2 of 11 The specific steps to be conducted as part of this task are summarized below. Step 1. Organization and Review The first step in this project will be to work with the Client and other study stakeholders to establish objectives and priorities for the project. Utilizing our understanding of the Waukee and greater Des Moines area marketplace from previous studies, CSL will meet with key parties to obtain updated information related to the project and to better understand current objectives and priorities with regards to the project. CSL will develop an organizational framework to guide the analysis and meet your objectives. Specifically, CSL will: • Meet with representatives of the project team in an initial planning meeting to: o develop roles and responsibilities; o establish the engagement’s timeline; o finalize the scope of the engagement; o develop lines of communication; o establish the format and content of our deliverable products; and, o establish a working group which will include representatives of the project team and CSL. • Collect for review and analysis previous relevant demographic and visitation studies for the community as it relates to the market analysis. • Modify the work plan, if necessary, to reflect any appropriate changes arising from the information obtained in the tasks noted above. Step 2. Existing Market Conditions Analysis The purpose of this step is to define and evaluate the local market characteristics of the Waukee and greater Des Moines area as well as the existing and planned sports facilities infrastructure. Initially, CSL will review any existing data, documentation and resources including business plan materials, financial statements, floor plans, site plans, preliminary concept renderings, land/building acquisition cost estimates, lease agreements for potential sports organizations/tenants and other such information. The analysis will further focus on demographic/socioeconomic attributes in which CSL will identify historical, current and projected trends relative to the area such as population, age, income, employment, effective buying income and the corporate base. Transportation access, site visibility and hospitality infrastructure (hotel rooms, restaurants, attractions, etc.) will be assessed in order to determine their impact on the marketability of a potential new Complex to various local, regional, and national users. As part of this analysis, CSL will also compare the area’s characteristics to other comparable markets to provide a context from which to evaluate the market characteristics of the local area. The evaluation of these characteristics will serve as an important component for our analysis of the market demand for local, regional and national visitors since these indicators serve as a gauge for anticipated demand in the marketplace. Through this analysis, CSL will be able to identify factors that will differentiate Waukee and this project from comparable facilities in the regional market and determine how a new Complex in Waukee could market its brand as new/distinct within the region. The results of this step will be used in combination with data prepared throughout the study to assess Waukee’s competitive position within the state and regional marketplace and its ability Mr. Dan Dutcher August 7, 2019 Page 3 of 11 to accommodate additional sporting event demand. By understanding the type of business currently accommodated within the community, CSL can focus our recommendations on facility development that could add to the overall level of events, attendees and economic impact. This analysis also frames our understanding of how a new Complex in Waukee might affect/impact (positively and negatively) other existing sports and recreation facilities in the local marketplace. Step 3. Comparable Amateur Sports Complex Analysis In this step, CSL will assess the physical, operational and financial characteristics of comparable planned or recently-built soccer and multisport field complexes to provide general informational background and to gain a programmatic perspective from which to assess potential tournament and use activity, financial operations and other physical and operational aspects of a potential new Complex in Waukee. Interviews will be conducted with managers and other employees of these comparable facilities in order to obtain information in areas such as: • Physical characteristics; • Annual event and attendance levels; • Annual operating revenues and expenses; • Construction costs and funding sources; and • Other such information. Through this analysis, CSL will identify which facilities have experienced the greatest successes or failures and explore the underlying reasons. Step 4. Competitive New Amateur Sports Complex Analysis The number and types of facilities in the local and regional market that may compete for the limited supply of facility users, athletes and spectators within the marketplace will affect the market potential for a new Complex in Waukee. In this task, CSL will leverage existing and recent CSL research into soccer and other amateur sports facilities/complexes in the greater Des Moines area, the state of Iowa, and the broader regional area to determine the level of competition in the marketplace and identify areas of potential need. CSL will analyze existing and planned local and regional competitive facilities to assess the relation, interaction and impact, if any, they may have on the demand for amateur sports facilities in Des Moines. This analysis will also explore reasons for financial success and difficulties at the identified facilities. Step 5. Potential User Surveys The purpose of this step is to develop primary industry market research specific to Waukee and the proposed Complex. In-person, one-on-one interviews and/or focus groups with key local individuals, potential user groups, stakeholders and business leaders will be conducted in Waukee near the outset of the study to gain an understanding of the local market’s attitudes with regard to the market potential for the proposed Complex. Beyond these local interviews, CSL will interview via telephone a significant sample of potential users of a new Complex in Waukee, both locally and from a state, regional and national basis. This analysis will be critical in assessing the market potential for events as Mr. Dan Dutcher August 7, 2019 Page 4 of 11 well as the impact on the overall facility utilization and operational success of a potential new Complex in Waukee. The analysis may include organizations or individuals from the following potential user groups, including events with national, regional, state and local scopes: • Local municipal Parks and Recreation Departments; • Amateur sports associations; • Various youth and adult recreational sports associations, clubs and organizations; • Other national, regional, and local tournament organizers; • Local school districts; • Local colleges and universities; and, • Other potential user groups, as identified. Event organizer survey results will be analyzed to provide summaries of the following data specific to added facilities: • likelihood of utilizing a potential Complex in Waukee; • reasons for a lack of interest in Waukee and the proposed complex; • physical characteristic needs (i.e. number of fields, surface type, amenities, etc.) • space/seating levels required/preferred; • hotel requirements; • other important community requirements; • use/event seasonality; • length of use/event data; • attendance/participation data; • past facility use; • issues with respect to the proximity to nearby airports; • perceptions of Waukee and the surrounding area; and • other related information and relevant opinions. By combining the results of this step with the analysis results generated in previous steps, CSL will be able to identify the event markets that represent the primary sources of demand for a potential Complex in Waukee, upon which future facility recommendations and utilization estimates are made. Task 2. Supportable Program Analysis CSL will synthesize our Task 1 findings to analyze and translate market demand into a market supportable facility program for a new Complex in Waukee. Specifically, CSL will outline appropriate program parameters. as well as other supporting infrastructure, policy and/or marketing initiatives that would be expected to enhance Waukee’s competitive positioning and performance in the recreational sports and sports tourism markets. Mr. Dan Dutcher August 7, 2019 Page 5 of 11 In analyzing the potential facility development, CSL will analyze supportable programmatic elements in terms of: • physical characteristics of outdoor fields and spaces, as well as indoor amateur sports facilities (including number of fields, playing surface, as well as indoor facility elements); • fixed and temporary seating levels; • amount and type of other revenue-producing areas; • supporting infrastructure needs, including indoor programmed areas, restroom and locker room facilities, concessions and hospitality offerings, etc.; • necessary lighting, irrigation and drainage infrastructure; • sustainability and low maintenance systems; • possibilities for future expansion; and, • important equipment, food and beverage and other amenities. Further, CSL will identify any external factors that could significantly affect the ability of the proposed Complex and the identified site to maximize its potential. Factors to be analyzed could include, but are not limited to: • whether the facility development would effectively accommodate existing and potential future demand; • access to quality, committable hotel rooms; • parking needs; • transportation infrastructure/accessibility; • proximity to restaurants, retail, nightlife and other amenities/attractions; • participant/spectator transportation within the area; and, • other such characteristics. Should any existing complementary facilities, amenities and/or infrastructure be deemed inadequate to accommodate the noted demand for the proposed new Complex in Waukee, CSL 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 Waukee facility investment. Task 3. Utilization Analysis Based on the results of the previous tasks, the knowledge CSL have gained in performing similar studies and information contained in our database of events, CSL will assess which event and use markets represent the strongest potential sources of facility utilization, and how successfully a potential new Complex in Waukee could compete in these markets. Specifically, from this data CSL will provide information on the following: • description of events and activities that could utilize the Complex; • appropriate mix of utilization from each category; • projected attendance at each type of event/usage; • estimates of patron spending on concessions, merchandise, tickets, etc.; • specific facility requirements; Mr. Dan Dutcher August 7, 2019 Page 6 of 11 • rental terms anticipated; and, • level of patron use. CSL will identify the event markets that represent the primary sources of demand for a potential new Complex in Waukee. CSL will then assess the potential penetration of these markets to estimate utilization levels, attendance levels and other primary characteristics by type of event/activity. These estimates will form the basis on which CSL will evaluate the potential development scenario, its ability to accommodate demand and fill areas of need in the market, as well as the potential financial and economic impact parameters of facility operations. Task 4. Construction Cost & Financial Operations Analysis The purpose of this task is to evaluate key potential cost aspects related to a new Complex in Waukee. Specifically, an analysis will be conducted to preliminarily estimate order-of-magnitude construction costs, as well as annual financial operating costs. Based on the program information, unique site features, local cost characteristics and other relevant features, CSL will provide preliminary cost estimates for the identified Complex concept. The cost estimates will focus on per-unit data adjusted for conditions in Waukee and cost data of comparable new soccer-focused amateur sports complexes, modified for time and locations. The estimates will focus on the building programs and configurations developed in previous study tasks. Further, CSL will conduct a detailed financial analysis to develop financial operating estimates for the first ten years of operations for the new Complex. The results of this analysis will help the Client and other project stakeholders make informed decisions about potential facility development. Based on the potential event/usage mix, facility usage levels, attendance, rent and fee structures, per capita spending estimates and recommended organizational structure developed in the previous tasks, our knowledge of the industry, and the financial performance of comparable new soccer-focused amateur sports complexes, CSL will prepare estimates of operating revenues and expenses associated with the potential development scenario previously outlined. Revenue and expense estimates will include, but are not limited to, the following: Operating Revenues Operating Expenses • Facility Rental Fees • Service Fees • Concessions • Merchandise • Parking • Advertising / Sponsorships • Naming Rights • Other Miscellaneous Revenue • Labor • Utilities • Insurance • Contract Services • Repairs and Maintenance • Administration • Capital Reserve Funding • Other Miscellaneous Expenses CSL will develop a detailed integrated financial model that accommodates extensive sensitivity analysis to estimate the financial operations specific to the proposed new Complex in Waukee. This model allows flexibility in varying certain key variables and cost-effective analysis of a variety of potential facility/complex operating scenarios, building program characteristics, and use assumptions. In addition, this sensitivity analysis allows us to estimate potential annual fluctuations by modifying various inputs and assumptions, thereby providing an assessment of the potential financial and operating risks involved with the development of the potential new Complex in Waukee. Mr. Dan Dutcher August 7, 2019 Page 7 of 11 Task 5. Economic Impact Analysis CSL will estimate the economic and fiscal (tax) impacts associated with the operation of a new Complex in Waukee. The operation of such facilities typically attracts non-local visitors (particularly, via tournament activity) to the community. The visitors brought into the community by Complex operations represents the basis for new local economic and fiscal impacts. As part of this analysis, CSL will develop estimates of total incremental visitors to Waukee generated as a result of a potential new Complex. CSL will then apply appropriate per-visitor spending estimates using industry data adjusted to the local area. The resulting visitor spending levels will be segmented by industry and applied to economic impact multipliers. The multipliers, specific to the Waukee area provided by leading input/output multiplier models, will be used to estimate total economic output, earnings and employment generated as a result of a potential Complex in Waukee. From these economic impact variables, CSL will apply appropriate local, regional and statewide tax rates to estimate the added tax revenue generated as a result of the project. This includes projections of incremental hotel/hotel tax revenue that is estimated to be generated. 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 potential Complex in Waukee. Importantly, costs and benefits will be summarized to allow the Client and project stakeholders to assess issues related to return on investment. CSL will present estimates of economic impacts associated with the Complex’s operations for a stabilized year of operations and through the 10-year projection period. Task 6. Ownership/Oversight/Management Options This task will focus on the various means of facility ownership and guidance. In addition, the study will address options for day-to-day oversight and management, as well as a best practices approach to the structure and components of an appropriate marketing plan for the Complex. CSL will evaluate operating and marketing relationships with public and private entities. CSL will evaluate ownership and management structures at comparable facility complexes throughout the country. Intense and increasing levels of competition among facilities (including existing and proposed facilities within the greater Des Moines marketplace) coupled with increased pressure from governmental entities for publicly-owned facilities to break-even has forced many governments to attempt changes in the fundamental process of managing sports, recreation and entertainment venues. Although historically the majority of sports complexes have been operated by a local (city or county) government entity, it has become more common in recent years for sports complexes to contract day-to-day operations to a private management company. Private management companies have developed public-private partnerships with numerous municipalities to operate sports complexes across the country. These options, and their applicability in Waukee, will be discussed. At the conclusion of the analysis process, CSL will develop findings and recommendations as to how the community could proceed in order to protect public sector priorities and to best integrate efficiencies that may be available through a public/private partnership. CSL will provide detailed case studies of relevant comparable facility projects that highlight approaches taken regarding ownership/management, as well as the noteworthy issues that are relevant in Waukee. Task 7. Preparation and Presentation of Final Report In this final task, CSL will prepare a written draft report summarizing our findings and conclusions. CSL will summarize these matters in a draft report including an executive summary report which will Mr. Dan Dutcher August 7, 2019 Page 8 of 11 be submitted to you prior to finalizing the document. After comments are incorporated, CSL will issue a final written report summarizing all findings, conclusions and recommendations. In addition to the written and electronic report, CSL will conduct oral presentations to the Client and other key stakeholder groups regarding the study findings. 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. Total professional fees associated with all tasks will not exceed $45,000. Out-of-pocket expenses including travel costs, postage, telephone, report preparation and reproduction will be billed separately at cost and will not exceed $4,500 (unless expressly authorized by the Client). These fee and expense figures assume up to two visits to Waukee by CSL project leaders. Professional fees and out-of- pocket expenses will be billed and are payable on a monthly basis. Should additional work be explicitly requested by the Client beyond the 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 and skill levels of the assigned personnel. Timing CSL would expect to be able to complete the study within 12 weeks, assuming timely responses to meeting and information requests. Regular progress updates will be forwarded to the Client in-person or via conference call during the study period. CSL would anticipate completing the contracted elements in full, performing all work as set forth in the ultimate final contract. In the event that a decision not to proceed occurs, CSL would cease its work, and bill the Client 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 the period under analysis. The Client is responsible for representations about its plans Mr. Dan Dutcher August 7, 2019 Page 9 of 11 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, CSL 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. 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 Mr. Dan Dutcher August 7, 2019 Page 10 of 11 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 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 Client’s information, data, and personnel. 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. Mr. Dan Dutcher August 7, 2019 Page 11 of 11 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. * * * * * * 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, Conventions, Sports & Leisure International, LLC Acknowledged and Accepted by: CITY OF WAUKEE, IOWA ________________________________________ Signature ________________________________________ Printed Name ________________________________________ Title ________________________________________ Date