LETTER FROM JOHN BROWNER OF ONE DEARBORN TO DC REDEVELOPMENT COMMISSION REGARDING QUESTIONS ABOUT THE PUBLIC PRIVATE PARTNERSHIP SERVICE AGREEMENT

LETTER FROM JOHN BROWNER OF ONE DEARBORN TO DC REDEVELOPMENT COMMISSION REGARDING QUESTIONS ABOUT THE PUBLIC PRIVATE PARTNERSHIP SERVICE AGREEMENT

April 20, 2017 

Dearborn County Redevelopment Commission 

215B West High Street 

Lawrenceburg, IN 47025 

Dear Redevelopment Commissioners: 

Thank you for considering One Dearborn to serve as your economic development service provider. As you deliberate, I assure you the One Dearborn board has the utmost respect for the important role you play and your responsibility to the taxpayers. Frankly, we also applaud your due diligence in evaluating this new relationship by getting all your concerns addressed before entering into an official agreement. I’d like to try and address some of those concerns in this letter and explain the level of work and commitment that will be provided to the Dearborn County Redevelopment Commission if you move forward with One Dearborn.

 SERVICE AND ATTENTION TO YOUR PRIORITIES 

From a service standpoint, we want you to feel confident you will receive: 1) improved quality, quantity and depth of services for the pressing work of growing your TIF districts and bringing jobs and tax base to Dearborn County, and 2) an important focus, that is not occurring in Dearborn County now, on being prepared to respond to the #1 and #2 concerns of business when choosing where to locate --- workforce quality/availability and quality of place. 

It is our belief that attracting companies to your TIF districts will take more investment in marketing, boots on the ground touching developers and site selectors and networking in the right circles. Moreover, helping you build a plan to develop buildable sites and building inventory is essential. We will have two full time, professionals working on these priorities (and the other important pillars) 100% of their time. 

MUNICIPALITIES AND ONE DEARBORN SERVICES 

As to engagement of and services to the municipalities, they do not have as many possible building sites so Business Retention & Expansion (BRE), workforce development and quality of place issues are higher priorities in terms of the support they desire from One Dearborn. We felt it was important to get the county on board first but each mayor has been supportive and updated regularly throughout the development of the organization. Because they each have an economic development professional or city/town manager full time focusing on these issues as well, they will not need as much direct involvement as the county. Thus, the fee structure will reflect that fact along with the distribution of population. 

MORE FOR YOUR MONEY 

We believe our model will provide a laser focus with more time commitment than the County Administrator has been able to provide due to multiple responsibilities. Additionally, our diverse group of investors that include utilities companies, like Duke Energy and REMC, and site development professionals will follow the strategic plan closely and monitor the work activity in a way that encourages them to link us to programs through their companies or connections in other parts of the state that may identify resources to help reduce your expenses in the long run. 

ENGAGEMENT AND COMMUNICATION 

One Dearborn will be giving you regular written reports of pertinent work activity, sharing its strategic plan, offering opportunities to be a part of work teams and cross-community committees in addition to having a representative from your commission sitting on an advisory board meeting every other month. Information on that advisory board is attached. 

As leads for projects with an interest in your TIF districts are being vetted, any incentive offers and pertinent information will be shared in Executive Session with your board in the same way you handle leads now. Your One Dearborn representative will be coming to you with those projects and will attend your meetings when appropriate to discuss the work. All legal proceedings for your TIF districts (various boards to coordinate, resolutions, etc.) will still be organized at the county through your resources/clerical assistant. However, over time and with new connections, we hope to develop better processes to help all TIF districts streamline these processes and even provide information or examples that may also reduce your reliance on expensive outside legal counsel for rather routine TIF management processes. 

ASSURANCE THAT ONE DEARBORN IS NOT A PUBLIC ENTITY BECAUSE IT “RECEIVES” GOVERNMENT FUNDS 

We take public access laws seriously and fully support open access for citizens to public information. However, there is an important distinction when it comes to the government contracting for professional services and a private company “receiving” government money (a grant). 

Your redevelopment commission, and the county as a whole, regularly contracts significant dollars with engineers, consultants, legal experts, etc. When private companies provide you a clear service that is paid for with tax dollars, this does not make every private company subject to having their company board meetings open to the public. Our services are no different than these types of services and our agreement spells out the services you will receive and the fee associated as well as how/when you will be invoiced. Additionally, the bills will be accompanied by a summary of the work performed under the contract. Like all other service agreements in the county, you can chose to terminate your agreement and manage your TIF district work in a different way. 

Because we were also unclear on this matter, we used legal firms to make sure the organization was set up legally, in a way that is sustainable. We invested several thousand dollars of private sector funds to obtain a legal opinion on this matter from one of the most experienced attorney’s in Indiana on these matters at Barnes & Thornburg. That opinion letter, if you have not yet seen it, is also attached. I am sure Mr. Richard Starkey would be open to speaking with your board attorney to answer any specific questions as well. 

PAYING FOR SERVICES FROM YOUR TIF FUNDS V. CASH-ON-HAND 

The county is responsible for determining which line items and accounts are appropriate for paying your contractual fees. After the meeting last week, we did pay our attorney at Barnes and Thornburg to provide an opinion on that matter as well in an effort to start that discussion going. A copy of that opinion letter is also attached. 

At his advice, we emailed that to individuals at the State Board of Accounts, including their legal counsel. We asked that they let us know if they concur with the conclusion of Mr. Starkey on that matter. However, beyond that, we feel that this is really an issue that is internal to the government and it is not appropriate for us to be weighing in on how your bills should be paid legally. 

We have been told that it often takes State Board of Accounts several weeks to respond and research inquiries. Thus, it is likely this issue may remain unresolved for some time. Further, it is also possible that the State Board of Accounts does not agree with our legal counsel. In that case, you may indeed need to pay for the services using the method ultimately required by the State Board of Accounts. 

Because you have already been expending funds for some of these services and the REDI membership, etc. out of your cash account, it is our hope that this will not be a deciding factor. However, these factors are really completely up to your board, your legal counsel and your County Auditor to settle. 

FEE FOR SERVICE CONTRACT AMOUNT AND TERMS 

In response to your concerns about why 2017 is at a $40,000 fee when services will only run for seven (7) months --- versus 2018 being billed at $50,000 for a full year --- we established those fees based on the additional time and resources that will be expended and deployed aggressively in the first several months of operation. It is critical to get caught up on work that is a high priority and this will take a larger portion of our staff time to ensure we give you the service you deserve. 

However, we understand your concerns and agree to prorate the fee for 2017. This change will reduce the fee from $40,000 to $29,000 (approximately $4,167/per month spread over the seven (7) month service period). We hope this will make it even more enticing to enter into the agreement knowing that we are committed to demonstrating our value and earning your continued business. We have attached a revised service agreement reflecting this reduction. 

TERMINATION CLAUSE 

The current agreement requires a 90 day notice of intent to terminate the agreement (for either party). It has been expressed that you prefer a shorter period. Thus, we have also revised the contract to read 60 day notice. 

HOLD HARMLESS/GROSS NEGLIGENCE LANGUAGE IN CONTRACT 

Mrs. Ewan expressed concern about the language in item #6 of the agreement related to waiver of your right to sue One Dearborn for claims other than gross negligence. Our legal counsel recommended that the language remain in the contract. However, we have elected to work to resolve your attorney’s concerns and made changes to the language that essentially leaves both parties obligated to carry professional liability insurance and work amicably to resolve difference with deferral to our respective insurers should such a situation arise. We believe this should address Mrs. Ewan’s concerns. (See revised agreement attached – Item #6). 

ACCOUNTABILITY AND RESULTS 

One Dearborn is supported by a large capital investment from private companies. As investors, it stands to reason that we will hold our staff and each other accountable for demonstrating that even our own financial investment is accomplishing the bigger goals under each pillar of focus. We intend to remain independent and have a highly engaged and experienced board that will be hands-on beyond simply leaving leadership to the senior executive. Further, before we made individual investment commitments, we required that the organization commit to developing written strategies and key metrics to measure results over time (i.e. jobs, average wages, project leads, BRE visits, average median income, etc.). Like you, we want to ensure that our expenditure of funds produces results. 

With that said, it is important to note that our work will be both short term/action-oriented as well as long term in impact on issues that will take several years to begin to see results. Thus, we will always have to balance the day-to-day focus on today’s tasks-at-hand (growing and retaining business) with the important underlying work related to workforce and quality of place. 

CLOSING COMMENTS 

In summation, it is important to restate the reason the private sector has invested funds from their respective businesses in this endeavor. Like you, we have high hopes and a vision for a robust Dearborn County economy and thriving communities. Additionally, we believe it is obvious that we are at a crucial time of opportunity that requires a professional, central Economic Development organization that wakes up every day focused only on work that moves the needle on business attraction, business retention/expansion, work force development and growing our population through quality of place initiatives. Our schools need students and meaningful discussions around major infrastructure barriers like the Highway 50 bottleneck (that is literally creating a physical barrier to growth in your West Aurora TIF district) and a lack of sewer infrastructure must be facilitated between the private sector, government leaders and regional/state influencers.

 Success will only come with investment of more financial resources, time, hard work and bringing new ideas and best practice experiences to the critical work of ensuring that Dearborn County citizens and businesses are prosperous as we move into a future that is highly competitive and a labor market that is driving business location. Together, we can accomplish more and we hope to serve as a liaison, leader and facilitator to all our communities and believe we can build bridges between the various organizations in a way that ensures less duplication of work and more results --- with everyone rowing in the same direction. 

I hope my attempt at responding to your concerns has been beneficial. However, please feel free to contact me with any additional questions or if you would like to have One Dearborn meet with one or two members of your board before the next meeting on Thursday, April 27, 2018. 

With sincere appreciation, 

John Browner, Acting Chair 

One Dearborn, Inc. 

500 Industrial Drive, Suite 2110 

Lawrenceburg, IN 47025 Office 

Phone: (812) 537-4822. Ext. 102