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HomeMy WebLinkAboutAmendment No. 1 to PSA - Additional Design and Oversee Construction of Bendix Theater Esports Arena - SimplyNew1316 COUNTY -CITY BUILDING 227 W.JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601-1830 CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS December 17, 2020 Mr. Marc Scarpa SimplyNew marc (a) simplynew. com RE: Amendment No. 1 to Professional Services Agreement Dear Mr. Scarpa: PHoNE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on December 17, 2020, approved the above referenced amendment for additional services to design and oversee construction of Bendix Theater Esports Arena renovations & technology upgrades in the amount of $50,000, with a new total in the amount of $230,000. Enclosed please find a copy of the amendment for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, s/Linda M. Martin, Clerk Enclosure GARY A. GILOT ELIZABETH A. MARADIK JORDAN V. GATHERS JOSEPH R. MOLNAR This is EXHIBIT A, consisting of 11 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated January 14, 2020. AMENDMENT TO OWNER -ENGINEER AGREEMENT Amendment No. 1 1. Background Data: a. Effective Date of Owner -Engineer Agreement: January 14, 2020 b. Owner: City of South Bend Engineer: SimplyNew d. Project: Century Center Esports 2. Description of Modifications: a. Engineer shall perform or furnish the following Additional Services: 1) Additional services to complete design, bidding negotation, and production administration for Phase 1 of the Century Center Esports project. 2) Additional services to complete design, bidding negotiation, and production administration for Phase 2 of the Century Center Esports project including Bendix Theater. See attached SimplyNew Design Proposal Phase 2. b. The Scope of Services currently authorized to be performed by Engineer in accordance with the Agreement and previous amendments, if any, is modified as follows: See attached SimplyNew Design Proposal Phase 2. c. The responsibilities of Owner are modified as follows: See attached SimplyNew Design Proposal Phase 2. d- For the Additional Services or the modifications to services set forth above, Owner shall pay Engineer the following additional or modified compensation: 1) Additional services to complete design, bidding negotation, and production administration for Phase 1 of the Century Center Esports project for $10,000. 2) Additional services to complete design, bidding negotiation, and production administration for Phase 2 of the Century Center Esports project including Bendix Theater for $40,000. See attached SimplyNew Design Proposal Phase 2. e. The schedule for rendering services is modified as follows: Page I. (Exhibit K — (Amendment to Owner -Engineer Agreement) — Attachment 1) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. See attached SimplyNew Design Proposal Phase 2. f. Other portions of the Agreement (including previous amendments, if any) are modified as follows: None 5. Agreement Summary (Reference only) a. Original Agreement amount: $_180 000 b. Net change for prior amendments: $ 0 c. This amendment amount: $ 50,000 d. Adjusted Agreement amount: $ 230 000 The foregoing Agreement Summary is for reference only and does not alter the terms of the Agreement, Owner and Engineer hereby agree to modify the above -referenced Agreement as set forth in this Amendment. All provisions of the Agreement not modified by this or previous Amendments remain in effect. The Effective Date of this Amendment is December 8, 2020. OWNER: BOARD OF PUBLIC WORKS Gary A. Gilot, President Elizabeth A. Maradik, Member Jordan V. Gathers, Member 7 -, �'L Joseph R. Molnar, Member ATTEST: O&I,ir Ct671111 Linda M. Martin. Clerk ENGINEER: Title: Date Signed: 0 - - — page 2 (Exhibit K — (Amendment to Owner -Engineer Agreement) —Attachment 1) EJCDC E-506 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. SiMPLYNEW November 811, 2020 Jeff Jarnecke Executive Director of Venues City of South Bend 120 Doctor M.L.K. Jr Blvd South Bend, IN 46601 Dear Mr. Jarnecke, It was good to speak to you and we appreciate the interest in Simplynew continuing to collaborate with your team at the Century Center to design and supervise the build of a world class esports facility in South Bend. We are pleased to submit this proposal for the team's consideration. Our design and build supervision services provide market -specific creative, technical design, build supervision and documentation for attracting and hosting the event segments of the future — including esports tournaments, esports clinics, public Ian & console gaming events along with community building facilities for training, classes, watch parties, lectures and general sessions. Simplynew, founded by Marc Scarpa in 2000, is an award -winning pioneer of live participatory media, esports studio design & experiences. Most recent notable works include the Esports Stadium Arlington. At 100,000 sq. ft., it is the largest dedicated esports facility in North America. The facility serves as a turnkey solution for esports events and productions, built to serve the unique needs and demands of the esports community. Simplynew also led the development, tech design/build, and programming for the Microsoft Mixer studio in their Flagship Manhattan store. We are committed to providing the highest level of industry expertise with our firm dedicated to this project. Should you have any questions regarding the attached scope of services, please feel free to contact me directly at 917 488 4915 or via email — marc _simplynew.com Ever Forward, Marc Scarpa SimplyNew Scope of Work — PHASE 2 Simplynew has prepared the following scope of services designed to strategically plan for the Century Centers venture into the esports and gaming market. The components and tasks presented on the following pages are separated into four distinct areas of focus. Each area provides decision makers with a complete foundation to make strategic decisions regarding the future of the project. This engagement will consist of detailed approach, recommendations, documentation and next steps that include a 1) A/V Bendix theater design 2) Shout caster design & tournament pods 3) RFP development for supplier bids 4) Build Supervision. The deliverables will include tasks led by Simplynew for design and build supervision services that include detailed technology and facility analysis to determine the requirements for the initiative Specific tasks are summarized below and throughout this letter. Any tasks or items not documented would be considered out of scope for the engagement. Service 1 — Schedule and Timeline Calendar Tasks Duration Sample Calendar Create Project Plan Kickoff Meeting/Initial Design Review/Discovery/Vendor Tech Discussions Technology Design Review Engineering & Production Design / Rendering / BOM / Function Diagrams put into Wiring Diagrams & Rack Elevations & Run Lists Bid Packages created for all Procurement/Statement of Probable Build costs /Build RFP's w/specs and renders Bid response and vendor evaluation assistance Build Supervision (1 day on site PM & MA, 3 days remote PM, 1 day remote Engineering) Service 2 — Design and bid package Deliverables - Overall Narrative detailed by function Bid front end documents and supporting engineering drawings - Bill of Materials w/equipment specs from recommended manufacturers 3 days Nov 5-Nov 8 1 day Nov 18 1 day Nov 19 7 days Nov 20 — Nov 27 Nov 29 — Nov 30 2 days TBD TBD - Re -Renderings of Bendix Arena & Lan Center for visual appearances in different configuration Service 3 - Areas Being Re-Designed/Re-Engineered/Specified include: Public Event / Gaming Areas Location Notes Access under the stage for power & cabling for pc's. Minimum 12 tournament pods with cable tracks and mounting for pc's, monitors, Bendix Stage Bendix audience screens and player POV cameras. Video Wall or Projections Design will dictate technical requirements but layout will be flexible System Bendix for mixed uses upgrade of theatrical lighting plan on separate system from Stage Lighting Bendix architectural lighting. Stage Sound Bendix upgrade of theatre PA Shoutcasters positioned here will be able to utilize existing observer infrastructure put in place from Phase 1. For Phase 2, shoutcaster Lan audio can be available in theater and for broadcast. Two reference Gaming monitors will be available to them from observer stations for two Shoutcasters Center viewpoints on game play. Broadcast/Production (Private) Location Notes Server Room LAN Center Al & Player Comms/Audio Mix Rack mounted at each team PODS Ipad control Service 4 — Design & Build Supervision Team Media & Technology Architect Project Manager Technical Design Engineer Production Designer Service 5 — Fixed Travel Allotment n & Build Flights (1 x for site visit x2 persons for final sign off) Hotel (1x 1 nights site visit, x2 persons for final sign off) Travel Meals/per diem Professional Fees and Expenses Professional fees and expenses associated with each of four SIMPLYNEW services presented herein will total $40,000.00 USD. This includes the fixed travel budget outlined in this proposal and reasonable out-of-pocket expenses to complete the project. Based upon our payment terms, we will require a retainer of 50% of the total fees upon notice to proceed, and 25% upon the completion of the Design documents and the remaining 25% of the fees will be due upon completion of the build supervision or within 90 days of completion of Design documents whichever comes first. Should additional work be required or expenses incurred beyond or out of the scope of services detailed herein, professional fees and expenses will be billed on an hourly or daily rate basis. Total professional fees for additional services will depend on the number of hours or days required to complete the services and skill levels of the assigned personnel. Conditions of Work Information and Data. SIMPLYNEW is entitled to assume, without independent verification, the accuracy of all information and data that the Client provides to SIMPLYNEW. All information and data to be supplied will be complete and accurate to the best of the Client's knowledge. SIMPLYNEW will use information and data furnished by others if SIMPLYNEW in good faith believes such information and data to be reliable; however, SIMPLYNEW shall not be responsible for, and SIMPLYNEW shall provide no assurance regarding, the accuracy of any such information or data. SIMPLYNEW 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. SIMPLYNEW shall have no responsibility for any decisions made by the Client relating to SIMPLYNEW's services hereunder. SIMPLYNEW shall have no responsibility for any assumptions provided by the Client, which assumptions shall be the Client's responsibility. The deliverables may include estimates of annual operating results based upon courses of action that the Client expects to take prior to and during the period under analysis. The Client is responsible for representations about its plans and expectations, and for the disclosure of significant information that might affect the estimated results. Documentation. Any Documentation prepared by SIMPLYNEW are valid only when presented in their entirety and only for the purpose stated therein. It is expressly understood that (a) SIMPLYNEW's Documentation, suggestions, analyses and conclusions, if any, do not, in whole or in part, constitute a fairness or solvency opinion and (b) SIMPLYNEW 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 documentation is issued. Any partially completed work products and drafts presented to the Client are for internal use only. Confidentiality. SIMPLYNEW will preserve the confidential nature of information received from the Client in accordance with SIMPLYNEW's established policies and practices. The Client agrees not to reference SIMPLYNEW's name or any Documentation, analyses or other documents prepared by SIMPLYNEW, in whole or in part, in any document distributed to third parties without SIMPLYNEW's prior written consent. The Client agrees that any Documentation, analyses or other documents prepared by SIMPLYNEW will be used only in compliance with these terms, conditions, applicable laws, and regulations. SIMPLYNEW recognizes that Client is a public agency under Indiana law and is subject to the requirements of the Indiana Access to Public Records Act (APRA). Property. To the extent that SIMPLYNEW 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 SIMPLYNEW, and the Client shall not acquire any right or interest in such property. SIMPLYNEW 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 of any works of authorship) in conducting its business, and the Client shall not assert or cause to be asserted against SIMPLYNEW or its personnel any prohibition or restraint from so doing. LIMITATION ON WARRANTIES. THIS IS A CONSULTING AND DESIGN SERVICES AGREEMENT. DUE TO THE INHERENT UNCERTAINTY INVOLVED WITH PREDICTING FUTURE EVENTS AND LOCAL/INDUSTRY CONDITIONS, SIMPLYNEW MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE FINDINGS OR RECOMMENDATIONS CONTAINED WITHIN ANY OF ITS ANALYSES, INCLUDING ANY ESTIMATES. LIMITATION ON DAMAGES. SIMPLYNEW, ITS MEMBERS, PRINCIPALS, DIRECTORS, OFFICERS, EMPLOYEES, PARENT COMPANY AND AFFILIATES 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 SIMPLYNEW FOR ITS SERVICES. IN NO EVENT SHALL SIMPLYNEW, 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 THIS LETTER 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. Findings and Recommendations. Any findings and recommendations presented as a part of this engagement will reflect the analysis of primary and secondary information provided by you and other involved parties. Information provided by third parties will not be audited or verified, unless otherwise noted, and will be assumed to be correct. As any projected information provided as a part of this engagement will be based on various trends and assumptions, there will be differences between the information presented and actual results because events and circumstances frequently do not occur as expected and those differences may be material. Subsequent Work. SIMPLYNEW, 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. SIMPLYNEW 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. Cooperation. The Client shall cooperate with SIMPLYNEW in connection with the performance of its services hereunder, including providing SIMPLYNEW with reasonable and timely access to the Client's information, data, and personnel. Non -Exclusivity. Nothing in this Letter shall be construed as precluding or limiting in any way the right of SIMPLYNEW to provide consulting or other services of any kind or nature whatsoever to any person or entity as SIMPLYNEW in its sole discretion deems appropriate. Force Maieure. SIMPLYNEW 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. Independent Contractor. SIMPLYNEW is an independent contractor and not an employee, Agent or partner of Client. SIMPLYNEW 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, SIMPLYNEW shall have the right to use subcontractors, as necessary. SIMPLYNEW is solely responsible for the acts and conduct of its employees, agents and subcontractors while on the business premises of Client, and for any liability for taxes, insurance, workers compensation and other requirements relating to the employment of such persons. Inconsistencies. In the event of any conflict or inconsistency between the provisions set forth in this Letter and any other documents, the provisions of this letter shall govern. Complete Agreement. This Letter constitutes the entire agreement between the Client and SIMPLYNEW with respect to the subject matter thereof and hereof, and supersedes all other oral or written representations, understandings, and agreements between the Client and SIMPLYNEW relating to the subject matter thereof and hereof. This Letter cannot be changed, except by written instrument signed by both the Client and SIMPLYNEW. This Letter shall be binding on the Client and SIMPLYNEW, and the Client's and SIMPLYNEW's permitted successors and assigns; however, neither the Client nor SIMPLYNEW may assign this Letter without the prior written consent of the other, except that the Client and SIMPLYNEW may assign this Letter to any successor to all or substantially all of the business or assets of such party. Governing Law. The Letter shall be governed by and construed under the laws of the State of Indiana, and venue for any litigation arising from this agreement shall be in the courts of St. Joseph County, Indiana. Non -Collusion and Acceptance. SIMPLYNEW attests, that it has not, directly or indirectly, to the best of the undersigned's knowledge, entered into or offered to enter into any combination, collusion, or agreement to receive or pay, and that the undersigned has not received or paid, any sum of money or other consideration in exchange for the execution of this Agreement other than that which appears upon the fact of this Agreement. E-Verify. SIMPLYNEW affirms that it does not knowingly employ an unauthorized individual. SIMPLYNEW shall verify the work eligibility status of all its newly hired employees, if any, through the E-Verify program as defined in IC 22-5-1.7-3. SIMPLYNEW shall not knowingly employ or contract with an unauthorized individual. SIMPLYNEW shall not retain an employee or contract with a person that SIMPLYNEW subsequently learns is an unauthorized individual. SIMPLYNEW is not required to participate in the E-Verify program should the E-Verify program cease to exist. The City may terminate this Agreement for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the City/Client in writing. Minority and Women's Enterprise Diversity Development. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by the City of South Bend through its agencies, boards, or commissions shall not discriminate against any employee or applicant for employment in the performance of a City contract with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, age, or disability that does not affect that person's ability to perform the work. In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials, or any combination of the foregoing including, but not limited to, public works contracts awarded under public bidding laws or other contracts in which public bids are not required by law, the City, its agencies, boards, or commissions may consider the Contractor's good faith efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible, responsive bidder. In no event shall persons or entities seeking the award of a City contract be required to award a subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board shall prohibit that person or entity from being awarded a City contract for a period of one (1) year from the date of such determination, and such determination may also be grounds for terminating the contact for which the discriminatory practice or noncompliance pertains. Notwithstanding the foregoing, the award and performance of all City contracts shall comply with applicable federal, state, and local laws. Non -Discrimination. The City of South Bend is committed to ensuring equality of opportunity and does not exclude, deny the benefit of, or otherwise subject any person to discrimination in any City program, service or activity on the basis of race, color, national origin, sex, age or disability. SIMPLYNEW agrees to comply with and to act consistently with this policy in the performance of the SIMPLYNEW's duties. Drug -Free Workplace. SIMPLYNEW hereby agrees to make a good faith effort to provide and maintain a drug -free workplace. It will give written notice to the Client within ten (10) days after receiving actual notice that SIMPLYNEW has been convicted of a criminal drug violation occurring in the workplace. 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. 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 SIMPLYNEW. If you would like to discuss this letter, please contact Marc Scarpa, SIMPLYNEW Founder, at (917) 488-4915 or marc@simplynew.com Marc Scarpa, Founder Simplynew The arrangements described above are acceptable to us and set forth the satisfactory basis which to proceed with this engagement. go Title: Date: BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 12/11/2020 Name Becca Plantz Department Public Works BPW Date 12/17/2020 Phone Extension 5998 Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer ❑ Officer Name Michael Patton BPW Attorney ❑ Attorney Name Dept. Attorney ❑ Attorney Name Purchasing ❑ Check the Appropriate Item Tvne — Clara McDaniels All Submissions ❑ Professional Services Agreement ❑ Contract ❑ Proposal ❑ Open Market Contract ❑ Amendment/Addendum ❑ Special Purchase, QPA ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Reject Bids/Quotes ❑ Proposal Opening ❑ C/O & PCA No. ❑ PCA ❑ Chg. Order, No. ❑ Traffic Control ❑ Resolution n Other: n Ease./Encroach Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Information New YesU If Yes, Approved by Purchasing ❑ No ❑ WBE Completed E-Verify Form Attached ❑❑ Nos Bendix Theater Esports Arena 119-106 Hotel Motel Tax Fund 7304.42010.000.0099 $50,000 (Original $180,000; New Total $230,000) Lump Sum Additional professional services to design and supervise Bendix Theater renovations and technology upgrades associated with an esports arena. For Change Orders Only Amount of ❑ Increase $ ❑ Decrease ($ ) Previous Amount Current Percent of Change New Amount Total Percent of Change: Time Extension Amount: Increase Decrease Increase Decrease New Completion Date: