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HomeMy WebLinkAbout06-15-2010 Council Economic Development CommitteeAGENDA City of Iowa City City Council Economic Development Committee Tuesday, June 15, 2010 8:00 a.m. Lobby Conference Room City Hall 1. Call to Order 2. Consider approval of the May 25, 2010 Economic Development Committee meeting minutes 3. Annual Report and Review of Englert Theater operations for year two of three year funding agreement approved in December, 2008 (Ford) 4. Consider Contract with National Development Council Regarding Community and Economic Development Advisement (Hightshoe) 5. Staff time 6. Committee time 7. Adjournment draft MINUTES CITY COUNCIL ECONOMIC DEVELOPMENT COMMITTEE MAY 25, 2010 LOBBY CONFERENCE ROOM, 4:00 P.M. Members Present: Regenia Bailey, Matt Hayek, Susan Mims Staff Present: Wendy Ford, Tracy Hightshoe, Jeff Davidson, Tabitha Reis -Miller, Sarah Holecek Others Present: Wally Pelds, Jared Vincent, Steve Moss, Gigi Wood RECOMMENDATIONS TO COUNCIL: Mims moved to recommend the Moss Green Urban Village Development Agreement as discussed, with the amendments regarding the escrow; and that the developer shall certify debt not later than 2013, but may certify earlier. Hayek seconded the motion. Motion carried 2-1; Bailey in the negative. CALL MEETING TO ORDER: The meeting was called to order by Chairperson Bailey at 4:00 P.M. CONSIDER APPROVAL OF THE MINUTES OF THE APRIL 20, 2010, ECONOMIC DEVELOPMENT COMMITTEE MEETING: Hayek moved to accept the April 20, 2010, meeting minutes as submitted. Mims seconded the motion. Motion carried 3-0. CONSIDER A RECOMMENDATION TO THE CITY COUNCIL ON THE MOSS GREEN URBAN VILLAGE DEVELOPMENT AGREEMENT: Davidson suggested that Holecek briefly review the changes that have been made before they review this development agreement. Holecek reviewed the issues that have been modified in this agreement, giving some background information on how they arrived at these modifications. Davidson then took Members through this project, noting the various stages attained such as annexation, zoning and creating an Urban Renewal Area. He noted that the developer is at the stage now where they are ready to incur the expenses for the infrastructure needed to move forward with this project; and the agreement we are considering today lays out a plan for reimbursing the developer for that infrastructure through TIF rebates. Davidson added that the goal is to have this on the City Council's June 1s` agenda. He then reviewed some of the issues involved in this agreement, asking for Members to raise questions as they come up. Holecek further clarified some of the specifics being addressed in this agreement. Davidson continued, further explaining the grants that will be extended to the developer. He then asked for Members' questions. Hayek asked how they arrived at a 50% TIF, and Ford explained the rationale as one that would enable the City to reserve TIF funds for Council's Economic Development Committee Meeting April 20, 2010 discretion to incent future businesses locating in the Moss Green Urban Village. Bailey asked for clarification on point #5, and Holecek responded. The developer responded to this, noting their projections for full build -out. After some discussion about timeing and a concern for getting the project off the ground, Members agreed that a date for certifying debt no later than 2013 would be a good addition to the agreement. The discussion continued, with the developer noting that they have had a lot of interest in this project, and he reiterated their need to keep things moving along. Hayek asked about the escrow account, and Holecek further explained that requiring the developer to escrow 110% of the cost to complete construction, along with dedicating the land to complete is a fail-safe method that further incentives the developer to complete the project in a timely fashion and provides the means for the city to complete the project if the developer had failed to do so by the end of ten years. The discussion continued, with Davidson further clarifying how these types of agreements have worked in the past with developers. The conversation returned to the 20-year period for the TIF, with Bailey stating that she is not comfortable with that long of a time period. Mims stated that she is comfortable with the 20-year period, especially since it is at 50% versus 100%, and they will be getting a public asset with this project. Hayek asked what the downside would be of 20 years when they have the built-in protections in the agreement. Davidson noted the benefits that will be seen, and the discussion continued, with Ford noting the benefits that will be seen with an increased tax base and revenues for the City, County an School District even during the period of TIF financing. Bailey then asked about how they can capitalize on the innovative ideas that are being planned for this development, and a brief discussion ensued regarding this. The developer weighed in on the topic as well, noting that their use of new technologies such as a geothermal loop to deliver heating and air conditioning will serve the community well as it will be a hallmark project and draw much interest from within the development community. The idea of requiring "best efforts" to install the geothermal loop system in the agreement was discussed. Mims moved to recommend the Moss Green Urban Village Development Agreement as discussed, with the amendments regarding the escrow; and that the developer shall certify debt not later than 2013, but may certify earlier. Hayek seconded the motion. Motion carried 2-1; Bailey in the negative. STAFF TIME: None. COMMITTEE TIME: None. ADJOURNMENT: Mims moved to adjourn the meeting at 4.50 P.M. Hayek seconded the motion. Economic Development Committee Meeting April 20, 2010 Motion carried 3-0. Economic Development Committee Meeting April 20, 2010 Council Economic Development Committee ATTENDANCE RECORD 2010 TERM w w cn NAME EXP. o N o N v, Regenia 01/02/11 X X X X X Bailey Matt 01/02/11 X X X I X X Hayek Susan 01/02/11 X X X X x Mims Key: X = Present O = Absent O/E = Absent/Excused CITY OF IOWA CITY MEMORANDUM Date: June 11, 2010 To: City Council Ec no is Development Committee From: Wendy Ford Re: Englert TheatrejAual Report In December, 2208 you entertained a proposal from the Englert Theatre for a three year annual funding request of $50,000, You subsequently supported the request and the inclusion of the funding in the FY 2010 and FY 2011 budgets. You also expressed a desire for performance measures about which the Englert would report and a year ago, before the 2010 funding check was disbursed, you approved the metrics below presented by then director, Sean Fredericks. Metrics 1 through 4 would serve as 2008 baseline measures for future data collection and metrics 5, 6 and 7 would begin to be collected in 2009 for future measure. Measures: 2008 2009 baseline 1. Number of Englert attendees o Non -ticketed attendees 25,365 20,420 o Tickets sold 8,652 9,877 o Total 34,017* 30,297 2. Number of attendees coming from out of town o /0 0 27/o outside Johnson Co.)17 3. Dollar value of subsidies provided to non-profit $55,000 n/a organizations 4. Indirect spending multiplier effect at $20 per patron (standard of the League of Historic American $680,340 $605,940 Theaters 5. Direct spending by the Englert within the >$200,000 communityChamber's BuyHere initiative)n/a 6. Sales data from select downtown restaurants showing typical weekday vs. weekday with Englert n/a n/a event 7. Parking data from City garages showing typical n/a n/a weekday vs. weekday with Englert event * includes boost in flood -related attendance due to other venues flooding and having to us Englert space Mr. Frederick's directorship was short-lived as he and his wife honored a commitment to leave Iowa City and begin work with the Peace Corps. During the months of transition between his departure in February, 2010 and the hiring of the Englert's new director, Andre Perry, June 1, 2010, the data for metrics 3, 6 and 7 were not captured. In December 2009, you approved granting the funding request of $50,000 annually to the Englert Theater for three years, beginning with FY 2010, with an annual review. Please be prepared to discuss the annual report and Englert performance with the new Executive Director, Andre Perry and select Englert Board Members at your meeting on the 15th. June 11, 2010 To the Economic Development Committee: Thank you for your continued support of the Englert Civic Theatre, Inc. This Annual Report outlines our organization's continued progress and growth in 2009 and in the first quarter of 2010. The report includes information such as our current financial statement, demonstration of increasing profitability, ticket sales reports, community partnerships, Englert event analysis, donor relations, and future plans for the theater. Table of Contents Current Financial Report II. Debt/Cash Flow Projection III. Three Year Financial Report IV. Ticket Sales Report V. Ticket Purchase Demographics VI. Englert Theatre in the Greater Marketplace VII. Donor Relations VIII. Englert Financial Contributions to Local Community IX. Englert Theatre Future Plans a. 100-year anniversary b. Programming Vision I. Current Financial Report Below, please find the Englert Civic Theatre, Inc. consolidated profit and loss statement ending May 31, 2010 reflecting five months of financial performance. May YTD financial performance has exceeded budget by $43,438 and prior year by $105,716. The Englert was successful in smoothing cash flows by deferring its annual $25,100 obligation to Cityscape (historic tax credit purchaser) into $5,000 monthly installments beginning in July. Adjusting for this change, the Englert has exceeded May YTD budget by $33,438 and prior year by $80,616 ending in $7,820 of profit. May YTD financial performance has been driven by strong programming margin contribution and better than anticipated rentals. Second City, Gaelic Storm, Joe Bonamassa, and the Peking Acrobats lead the path in programming. High rentals including Ralphie Mae, several performances from The University of Iowa's Division of Performing Arts, Iowa Orchestra, Bob & Tom's Comedy All Stars, and others have also supported improved financial performance. PROFIT/LOSS STATEMENT Income May Actual May Budget Last May May YTD Actual May YTD Budget Last May YTD Fundraising/Grants $1,292 $4,000 $7,074 $27,179 $26,000 $31,795 Englert Events 37,561 37,469 18,893 229,531 233,346 159,761 Rental Events 14,656 10,334 8,940 79,774 57,338 49,847 Other 1,447 2,271 1,751 11,367 11,385 8,080 Total Income $54,956 $54,075 $36,657 $347,851 $328,068 $249,483 Expenses Administration $7,407 $6,173 $6,283 $33,430 $32,690 $26,749 Building 3,078 7,796 7,642 30,807 38,184 34,375 Fundraising Expenses 34 0 268 852 3,000 2,051 Personnel 21,817 20,356 22,408 116,250 101,926 124,955 Englert Events 21,376 27,727 9,581 150,606 168,236 127,767 Rental Events 0 400 223 3,491 2,150 0 Non -Operating 1,070 6,500 1,385 4,594 17,500 31,482 Total Expenses $54,782 $68,952 $47,790 $340,031 $363,686 $347,379 Profit/(Loss) $174 ($14,877) ($11,133) $7,820 ($35,618) ($97,896) Programming Gross Margin: 43% 26% 49% 34% 28% 20% IL 2010 Debt/Cash Flow Projection Stronger than anticipated YTD financial performance has allowed the Englert to pay - down its operating line debt early in the year and maintain debt below the current maximum $250,000 credit line capacity. Anticipated payments from the City of Iowa City and University of Iowa's Division of Performing Arts in early July will allow debt to not grow through softer summer programming months. Fall's improved programming seasonality will support cash flow the balance of the year. Englert Civic Theatre, Inc. 2010 Debt Projection 300.000 May . 31 ._ _..._. Note: timing gap of city funds due 1st week of July vs. June 30 payroll ♦ ♦ , Current Credit Line at $250.000 Maximum 250,000 ♦ '� �" r"� �° �����li ♦ X=actual ♦ 20% Below Budget ♦ X=act 200,000 -------__..__..- ---- - - • ♦ • Meets Budget ♦ `„ 150A00 �� acfua-ram- -- r ♦ � 20 % Above Budget CLP Grant $14 4K City Payment $50.01K DOPA pmt $20.01K (6 mo Rent) Masquerade Ball $10.OK 50,000 - -- - _ - - Mar Apr May Jun Jul Aug Sep Oct Nov Dec 20% Loss to Fcst --N—Fcsl Jun -Dec r' 20% Improvement ­01-Max. Operating Line III. Three -Year Financial Report with 2010 Budget Key historic financial drivers have included substantially improved theater utilization, better programming margins, and reduced spending. Further, additional city and grant funding has allowed the Englert Board of Directors to approve a realistic small profit in 2010's Budget. 2007 ACTUAL 2008 ACTUAL 2009 ACTUAL 2010 BUDGET Income Development Income Friends of the Englert $ 10,531 $ 39,676 $ 43,366 $ 50,000 Fundraising Events $ 37,072 $ 69,435 $ 9,950 $ 20,000 City of Iowa City $ - $ - $ 50,000 $ 50,000 Grants/Foundations $ - $ 6,820 $ 21,900 $ 27,500 Total Development Income $ 47,603 $ 115,931 $ 125,216 $ 147,500 Other Income $ 10,418 $ 38,067 $ 26,993 $ 27,437 Rentals $ 90,360 $ 159,057 $ 150,999 $ 156,683 Englert Series $ 263,568 $ 529,601 $ 496,565 $ 562,100 Total income $ 411,950 $ 842,657 $ 799,774 $ 893,720 Expenses Administration $ 71,108 $ 60,949 $ 60,332 $ 75,883 Building $ 75,194 $ 103,889 $ 74,599 $ 92,750 Fundraising $ 5,524 $ 73,112 $ 3,283 $ 6,100 Non -Operating $ 33,920 $ 39,079 $ 42,206 $ 45,000 Personnel $ 272,875 $ 302,053 $ 293,780 $ 244,561 Rentals $ 1,211 $ 3,344 $ 1,601 $ 4,950 Englert Series $ 162,126 $ 352,206 $ 397,320 $ 416,148 Total Expenses $ 621,959 $ 934,631 $ 873,121 $ 885,392 Profit/(Loss) $ (210,009) $ (91,975) $ (73,347) $ 8,328 Event days - Total 106 193 210 227 Rentals 110 120 123 Englert Series 83 90 104 IV. Ticket Sales — Current Statistics and Recent History Ticket sales over the last year mark a steady increase in the number of patrons attending events at the theater for both Englert Presents programming and rentals. 2010 Ticket Sales (through May 2010) Tickets Sold: 4877 (Year-end projection: 11,612) Non -ticketed attendees (lectures and other rentals): 12,286 (Year-end projection: 29,252) Total: 17,163 (Year-end projection: 40, 864) 2009 Ticket Sales Tickets Sold: 9877 Non -ticketed attendees (lectures and other rentals): 20,420 Total: 30,297 2008 Ticket Sales Tickets Sold: 8652 Non -ticketed attendees (lectures and other rentals): 25,365* Total: 34,017 *Note: Flood year led to increased University -related rentals V. Ticket Purchase Demographics 2009 Figures gathered from online credit card sales. Other methods of purchasing tickets are not accounted for in this particular review. The majority of ticket sales (75% - 80%) occur via online credit card sales. Figures show a strong base of support for Englert events from the immediate community and a significant amount of support from other areas in Iowa. Englert Theatre Customers 2009 Iowa City 3874 Coralville 713 N. Liberty 352 Total Iowa City Area 4939 Other Johnson County 366 Total Johnson County 5305 68% Cedar Rapids/ Marion Area 727 Other Iowa 1386 Total Non -Johnson County 2113 27% Total Iowa 7418 Illinois 158 Minnesota 44 Wisconsin 20 Missouri 19 Nebraska 12 Total Neighboring States 253 Other States 98 Total Out of State 351 1 5% Total Customers 7769 VI. Englert Theatre in the Greater Marketplace Over the last three years, Englert programming and development has positioned the theater on relatively equal ground to other theaters, performing art spaces, and concert venues in the Midwest. In some instances, the Englert's event schedule exceeds the quality of events at other theaters in competitor markets. It is important to note that the theaters, performing arts spaces, and other venues we compete with often have larger capacities (1000+) or exist in cities with populations much larger than Iowa City (60,000 pop.) Despite these possible limitations the Englert, with continued and increased support from the community, has the potential to further rival the programming found in other markets, thus making Iowa City a more desirable location for current residents, potential new residents, and other Iowans seeking a venue for cultural events. Competitor Markets for Arts Programming in the Midwest City Population Chicago, IL 2,800,000 (Sample venues: The Metro, Goodman Theatre, Vic Theatre) Minneapolis / St. Paul (Twin Cities), MN 2,800,000 (Sample venues: The Orpheum, First Avenue / 71h St. Entry) Omaha, NE 400,000 (Sample venues: Orpheum Theatre, the Slowdown) Champaign -Urbana, IL 200,000 (Sample venues: Krannert Center, Canopy Club) Des Moines, IA 200,000 (Sample venues: Hoyt -Sherman, People's) Madison, WI 200,000 (Sample venues: Majestic Theatre, Overture Center) Sioux Falls, SD 150,000 (Sample venues: Washington Pavillion) Lawrence, KS 100,000 (Sample venues: Granada, Bottleneck, Lawrence Arts) Columbia, MO 100,000 (Sample venues: Blue Note, Missouri Theatre) VII. Donor Relations Community Sponsors The Englert continues to receive significant support and contributions from several community partners amounting to $30,000+ from sponsoring organizations in 2009. Major sponsors include: Sheraton Midwest Integrated DNA Eastern Iowa Airport Mediacom Community Foundation of Johnson County. Friends of the Englert Civic Theatre, Inc. Current number: 300 households Volunteers of the Englert Civic Theatre, Inc. 200 active volunteers 4,000+ volunteer hours in 2009 VIII. Englert Financial Contributions to Local Community Through our daily operations the Englert spent roughly $200,000 on services rendered by Johnson County vendors in 2009. IX. Notes on Future Plans 100 year Anniversary As the theater's 100-year anniversary approaches we are developing plans to celebrate this milestone for our community as well as seeking ways to harness this event as an opportunity to re -envision the theater's role as a cultural landmark in Iowa City, the state of Iowa, and beyond. Programming Vision As the theater moves forward under new direction, we are developing a vision for future programming. Some key goals include: -Continuing to program events that have proven successful in terms of cultural enhancement of Iowa City and the financial longevity of the theater -Increasing the amount of music programming featuring prominent national and international artists -Increasing the amount of literary programming featuring prominent national and international authors and speakers in an effort to further develop the Englert's role in Iowa City's status as a UNESCO City of Literature -Reaffirming our dedication to local and regional performing arts — theater, music, literature, visual art — in an effort to ensure that the Englert is viewed as an accessible space and home for our city and state's artists. -Re-envisioning and expanding cinematic programming CITY OF IOWA CITY MEMORANDUM Date: June 11, 2010 To: City Council Economic Development Committee From: Steve Long, Community Development Coordinator Re: Proposed Agreement with the National Development Council Several areas in Iowa City have recently been identified for redevelopment, specifically the Towncrest neighborhood, Riverfront Crossings and the St. Patrick's development site. The City will be working with existing owners and encouraging new developers to invest in these areas to revitalize the neighborhoods and ultimately increase property values. It is our hope that by promoting investment in these areas it will create economic opportunity, job creation, small business development, mixed housing (affordable and market rate) and revitalization. Staff is excited about the opportunity to work with community partners to meet those goals; however the task ahead of us is complex, necessitates the coordination of diverse interests and requires enormous financial resources. To assist us with the work ahead and to help ensure our success, staff has been discussing development services provided by the National Development Council (NDC). NDC is the oldest national non-profit community development organization in the United States. Since their founding in 1969, their mission is to increase the flow of capital to underserved urban and rural areas for job creation and community development. NDC has experience working with cities and communities in all 50 states to help them create, design, finance and execute their housing, economic and community development projects. They have deployed over $2 billion of investment capital to develop property. Development Assistance (sometimes called Technical Assistance) is NDC's core service. Staff contacted three cities/counties that utilize their services and each community stated that NDC has a history of getting projects financed and built in their community. Specifically, NDC will assist the City to work with existing owners and new developers to package a financing deal to enable projects to proceed. NDC has experience working and obtaining funding through the Economic Development Administration (EDA), SBA 7(A) loans, New Market Tax Credits, CDBG and HOME programs, Federal Home Loan Bank Community Investment Program and several others. NDC will meet with owners, lenders, development professionals, and government agencies to ensure their continued support throughout each project. Key aspects of their services include: • propose, design and organize new programs (financial incentives), or review and update existing ones • evaluate sponsor/developer capacity • review finances and structuring, cost assumptions, capital budgets, and operating statements • advise on equity sources and structuring • Identify and secure other funding sources as needed • assist with development issues during predevelopment and development phases, • negotiate with investors, lenders and developers • advise on regulatory and administrative issues. June 11, 2010 Page 2 Attached for your review is the contract proposed by NDC. The City would enter a 12 month agreement that allows the City to cancel the contract anytime with a 30 day notification. The fee is $6,000 per month not to exceed $72,000. The NDC Foundation will provide $500 per month ($6,000) in assistance to augment the City's funds. In addition to off -site technical assistance via email, phone or other means, NDC staff will provide a minimum of two days per month of on -site technical assistance. While the City would focus their efforts to the aforementioned areas, NDC services may be used for any proposed development in Iowa City. Staff requests that you review the agreement and provide a recommendation to City Council to execute the agreement and start services on July 15, 2010. 11117il4 F AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND NATIONAL DEVELOPMENT COUNCIL REGARDING COMMUNITY AND ECONOMIC DEVELOPMENT ADVISEMENT This Agreement is made and entered into this day of 2010, by and between the CITY OF IOWA CITY, An Iowa municipal corporation whose address is 410 East Washington Street, Iowa City, Iowa 52240 (the "Client') and NATIONAL DEVELOPMENT COUNCIL ("NDC" or the "Contractor"), a New York non-profit corporation, which is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, whose address is 708 Third Avenue, Suite 710, New York, New York 10017, WITNESSETH THAT: WHEREAS, the Client desires to receive professional services from NDC to develop and assist in the implementation of the Client's community and economic development programs; WHEREAS, NDC is willing to provide, on such terms and conditions as are hereinafter provided, technical assistance to the Client utilizing its expertise in economic and community development activities and housing, NOW THEREFORE, in consideration of the above -mentioned premises and of the mutual covenants contained herein, the parties hereto agree as follows: I. SCOPE OF SERVICES The Client acknowledges that NDC regularly performs services for various governmental agencies and public benefit corporations located across the United States. The purpose of this Agreement is to set forth the terms upon which NDC will provide the Client with assistance it has requested, which is generally described as Exhibit A attached hereto. NDC agrees to perform such services as are requested by the Client and to provide such services, as it deems necessary to accomplish the goals requested. Exhibit A attached hereto fully describes the services to be offered to the Client by NDC. In performing the requested services, NDC shall consult with officers and employees of the Client and shall meet, as appropriate, with such representatives or other entities when necessary, including, without limitation, State and Federal officials and other local organizations. II. DURATION, TERMINATION NDC agrees to commence work for the Client effective July 15, 2010, and shall continue providing technical assistance until July 14, 2011. This agreement may be extended by mutual consent for a period of not greater than 24 months from the date of expiration. Either party may, at any time, terminate this Agreement with or without cause by sending written notice to the other party, in which event this Agreement shall be terminated effective 30 days after receipt of such notice. III. COMPENSATION NDC shall be compensated for performance of services described in the Scope of Services above in the total amount of seventy-eight thousand dollars ($78,000.00) ("base fee amount") paid according to the following: seventy-two thousand dollars ($72,000) payable in monthly installments of six thousand dollars ($6,000.00) for the first twelve months from the City and six thousand dollars ($6,000) payable in monthly installments of five hundred ($500.00) by the NDC Foundation. The NDC Foundation payments will be made directly to NDC and the Client has no responsibility for the collection or disbursement of these funds. The maximum payments by the City to NDC during the first twelve months of this Agreement shall not exceed seventy two thousand dollars ($72,000). The base fee amount includes all of NDC's time, travel expenses, supplies, postage, telephone, and other similar expenses. As an independent contractor, NDC is responsible for all taxes and other benefits of the employees of NDC and nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between the Client and the NDC. Payment by the Client for services rendered under this Agreement evidences the Client's acceptance of such services in accordance with the terms of this Agreement. Upon extension the parties may consider an adjustment in the fee paid by the City in an amount not to exceed 5% of the current fee. IV. MISCELLANEOUS PROVISIONS 4.1 Confidentiality of Reports. NDC shall keep confidential all reports, information and data given to, prepared or assembled by NDC pursuant to NDC's performance hereunder and Client designates in writing as confidential. Such information shall not be made available to any person, firm, corporation or entity without first obtaining the prior written consent of Client, unless otherwise mandated by applicable law. 4.2 Eaual Opportunity. NDC shall not commit any of the following employment practices and agrees to prohibit the following practices in any subcontracts. A. To discharge or refuse to hire any individual because of their race, color, religion, sex, national origin, disability, age, marital status, gender identify, or sexual orientation. B. To discriminate against any individual in terms, conditions, or privileges of employment because of their race, color, religion, sex, national origin, disability, age, marital status, gender identify, or sexual orientation. 4.3 Conflicts of Interest. No board member, officer or employee of Client or its designees or agents, and no other public official who exercises any functions or responsibilities with respect to any requested technical assistance, shall be permitted to financially benefit from this Agreement or have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with this Agreement. 4.4 Notices. All notices shall be sent by certified mail, hand -delivery or over night mail and in all events with a written acknowledgment of receipt to the address set forth at the beginning of this Agreement. 4.5 Responsibility for Claims -Mutual Indemnification. NDC agrees to indemnify and save harmless Client, their agents, officials, and employees from any liability, damage, expense, cause of action, suit, claim, judgment or expenses (including attorneys' fees) arising from injury to person, including death or personal property or otherwise, caused by or resulting from the activities in furtherance of the work described herein. Client agrees that such indemnity shall not apply to any actions, claims or damages arising as a result of Client's bad faith, willful misconduct or gross negligence. 4.6 Release of News Information. No news release, including photographs, public announcements or confirmation of same, or any part of the subject matter of this Agreement or any phase of any program hereunder shall be made without prior written approval of the Client. 4.7 Compliance with Laws. NDC agrees to comply with all applicable federal, state and local laws in the conduct of the work hereunder. This Agreement shall be construed, interpreted and the rights of the parties determined, in accordance with the laws of the State of Iowa. 4.8 Assignment. Neither this Agreement nor any rights, duties or obligations described herein may be assigned by either party without the prior expressed written consent of the other party. 4.9 Severability. A determination that any part of this Agreement is invalid shall not invalidate or impair the force of the remainder of this Agreement. 4.10 Acknowledgement. The Client expressly acknowledges that all opinions and advice (written or oral) given by NDC to the Client in connection with NDC's engagement are intended solely for the benefit and use of the Client considering the financing and the Client agrees that no such opinion or advice shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time without the prior consent of NDC. 4.11 Disclaimer. The Client is a sophisticated business enterprise and has retained NDC for the purposes set forth in this Agreement and the parties acknowledge and agree that their respective rights and obligations are contractual in nature. Each party disclaims an intention to impose fiduciary agency rights or obligations on the other by virtue of the engagement hereunder. 4.12 General Terms. Exhibit B, attached hereto, contains additional General Terms to this Agreement, Any conflict between other terms of this Agreement and the General Terms in Exhibit B will be decided in favor of the General Terms 4.13 Entire Agreement. This Agreement contains the final agreement between the parties regarding the matters covered and supersedes any and all other agreement, either oral in writing, regarding the matters contained herein, IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. Name of Client: NATIONAL DEVELOPMENT COUNCIL: By: Name: Robert W. Davenport, President EXHIBIT A SCOPE OF SERVICES The Scope of Services describes the assistance available under this Technical Assistance Agreement during the specified contract period. The Client and NDC, by mutual agreement, may revise this Scope of Services from time to time. The assistance within this Scope of Services includes: A. NDC shall provide a minimum of two (2) days per month of on -site technical assistance to the Client in the areas defined in this Exhibit. Off -site technical assistance will be made available to the Client as requested via email, phone, facsimile or other means. B. NDC shall provide technical assistance to the Client in the design, implementation, and monitoring of the financing elements of the Client's economic, housing and small business development plans for the Towncrest, St. Patrick's, Riverfront Crossing and other redevelopment areas as identified by the Client. C. At the Client's request, NDC will review and evaluate projects being considered by the Client for community and economic development assistance. This technical assistance may include, but is not be limited to: 1. Evaluating developer experience and capacity. 2. Financial review of the sources and uses, operating proformas, and financial statements for proposed projects. 3. Structuring of deals with available public sector economic, housing and small business development programs. 4. Review of appraisals, cost assumptions, capital budgets, operating statements, marketing data and other funding commitments. 5. Advising on tax credit equity sources, requirements and structuring 6. Identifying other funding sources for the range of commercial, industrial, and residential real estate and business credit deals prioritized by the Client. 7. Assisting with development issues during pre -development and development phases. 8. Advising on program regulations issues. D. NDC will provide technical support and financial analysis to the Client with 1 respect to its existing and proposed economic and housing development programs. Such assistance and analysis may include, but is not limited to: 1. Reviewing program compatibility with other private and public financing programs. 2. Recommending revisions to the program to increase its ability to leverage additional private, federal, state and philanthropic resources. 3. Identifying issues associated with the application, review, underwriting and compliance monitoring on programs that could improve their effectiveness in meeting the Client's development goals and objectives. E. NDC will provide technical assistance and advocacy in the Client's efforts to seek funding or to leverage existing resources through federal, state and local governmental programs including, but not limited to: 1, Community Development Block Grant (CDBG) program 2. HOME Investment Partnership program 3. HUD Section 108 loans, including Brownfields Economic Development Initiative (BEDI) grants 4. U.S. Department of Commerce Economic Development Administration (EDA) 5. U,S. Environmental Protection Agency (EPA) Brownfields Program, including Targeted Assessments, Supplemental Pilot Program, and Brownfields Revolving Loan Fund b. U.S. Small Business Administration 7(a), 504, and Microenterprise programs 7. New Markets Tax Credits Program 8. Federal Home Loan Bank Community Investment Program 9. Rehabilitation Tax Credits (Historic Tax Credits) 10, Low -Income Housing Tax Credits (LIHTC) F. The Contractor shall provide additional assistance to the Client when requested to: 1, Attend meetings with developers, private lenders, Federal and State officials and others. 2. Work with State and Federal officials to insure their continued support and assistance to the City's programs and projects. 3. Assist in modification of grant agreements and loan documentation as well as work to insure approval of such modifications by authorizing agencies. 4. Assist in the negotiations of terms and repayments on financing programs. 5. Inform staff of changes in Federal and State programs in a timely fashion. 2 G, Technical Assistance is defined to also include training in the development of financing tools, financing analysis skills, loan programs and packaging requirements in both housing and economic development with the goal of building the capacity of the Client's staff to analyze projects and utilize public and private financing tools. H. Assistance to the Client in marketing, developing and maintaining the commitment of lending institutions, developers, federal state and local government officials and community groups to the Client's redevelopment plans and/or specific projects. Assistance shall include but not be limited to the following, upon request: 1. Attend briefings with lending institutions and potential applicants to explain the Client's economic development, small business and housing financing programs. 2. Make formal presentations to professional organizations of lending institutions, lawyers, accountants, architects, developers, etc. 3. Attend other meetings and conduct other presentations (including preparation of necessary presentation materials) as requested by the Client. Where applicable and upon request by the Client, NDC shall make available to the Client, and/or developers selected by the Client, programs and associated financial products administered by NDC. NDC may assess additional fees for such programs if it is NDC's policy to charge such fees. Such programs may include, but are not limited to: 1. SBA 7(a) loan Guarantee Program (Grow American Loan Fund) 2. Low Income Housing Tax Credit syndication services (Corporate Equity Fund) 3. Rehabilitation (Historic) Tax Credit syndication services (Corporate Equity Fund) 4. New Markets Tax Credits (Housing and Economic Development Corp.) 5. Renewable Energy Production Tax Credit and Loan Guarantee Program 6. Distressed Properties Program J. At a minimum every six months, and as requested by the Client, NDC shall provide a report summarizing its technical assistance activities on behalf of the Client and the accomplishments associated with these services. EXHIBIT B GENERAL TERMS A. NDC shall not commit any of the following employment practices and agrees to prohibit the following practices in any subcontracts. 1. To discharge or refuse to hire any individual because of their race, color, religion, sex, national origin, disability, age, marital status, gender identity, or sexual orientation. 2. To discriminate against any individual in terms, conditions, or privileges of employment because of their race, color, religion, sex, national origin, disability, age, marital status, gender identity, or sexual orientation. B. It is agreed by the Client that all records and files pertaining to information needed by NDC for the project shall be available by said Client upon reasonable request to NDC. The Client agrees to furnish all reasonable assistance in the use of these records and files. C. NDC agrees to furnish, upon termination of this Agreement and upon demand by the Client, copies of all basic notes and sketches, charts, computations, and any other data prepared or obtained by NDC pursuant to this Agreement without cost, and without restrictions or limitation as to the use relative to specific projects covered under this Agreement. In such event, NDC shall not be liable for the Client's use of such documents on other projects. D. The Client agrees to tender NDC all fees in a timely manner, excepting, however, that failure of NDC to satisfactorily perform in accordance with this Agreement shall constitute grounds for the Client to withhold payment of the amount sufficient to properly complete the Project in accordance with this Agreement. E. Upon signing this agreement, Consultant acknowledged that Section 362.5 of the Iowa Code prohibits a Client officer or employee from having an interest in a contract with the Client, and certifies that no employee or officer of the Client, which includes members of the City Council and City boards and commissions, has an interest, either direct or indirect, in this agreement, that does not fall within the exceptions to said statutory provision enumerated in Section 362.5. F. NDC agrees at all times material to this Agreement to have and maintain professional liability insurance covering NDC's liability for NDC's negligent acts, errors and omissions to the Client in the sum of $1,000,000.