Executed Scope of Services for Update Report for Five Flags Civic Center Scenario 4 HybridCity of Dubuque
City Council Meeting
Action Items # 2.
Copyrighted
March 21, 2022
ITEM TITLE: Executed Scope of Services for Update Report for Five Flags Civic
Center Scenario 4 Hybrid
SUMMARY: City Manager submitting the executed Scope of Services provided by
CSL for an update report of the Five Flags Scenario 4 Hybrid at the
request of the City Council. The update report will be presented to City
Council at the April 18, 2022, City Council meeting.
SUGGESTED Suggested Disposition: Receive and File
DISPOSITION:
ATTACHMENTS:
Description
Type
Executed Scope of Services for Update Report for Five City Manager Memo
Flags Civic Center Scenario 4 Hybrid-MVM Memo
Staff memo Staff Memo
Executed Agreement Supporting Documentation
THE C
Dubuque
DUjIBQTE
WAWca 914
Masterpiece on the Mississippi
YP pp
aoo�•o 13
zai7*20*�oi9
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Executed Scope of Services for Update Report for Five Flags Civic Center
Scenario 4 Hybrid
DATE: March 14, 2022
Leisure Services Manager Marie Ware is submitting the executed Scope of Services
provided by CSL for an update report of the Five Flags Scenario 4 Hybrid at the request
of the City Council. No action is requested at this time. The update report will be
presented to City Council at the April 18, 2022, City Council meeting.
v
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Marie Ware, Leisure Services Manager
THE CF
D�Uj__B E
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: Marie L. Ware, Leisure Services Manager
Dubuque
AIFAmMu CKY
I I
2007-2012-2013
2017*2019
SUBJECT: Executed Scope of Services for Update Report for Five Flags Civic Center
Scenario 4 Hybrid
DATE: March 9, 2022
INTRODUCTION
This memo is to share the executed Scope of Services for an update report for Five
Flags Scenario 4 Hybrid as requested by the City Council.
DISCUSSION
A work session was held with the City Council on Wednesday, February 9, 2022. This
work session provided a presentation that reviewed steps taken to date regarding Five
Flags Civic Center studies and prior actions of the Five Flags Civic Center Commission
and the City Council related to these studies.
The Council requested a proposal from CSL for a scope of services that would update
the construction cost for Scenario 4 Hybrid. During the discussion it was also asked
what other important information would be need updating. To give the most up to date
information to the Council updating operating projections like event levels, event mix,
attendance, financial operations, and economic impacts would also be important data to
have available.
CSL provided the attached Scope of Services. It covers what is listed above. They are
engaging not only BetschAssociates again but also other industry partners and experts
some of which were consulted in earlier studies.
Their proposal has a four -week timeframe for completion after signing. The proposal
cost is $28,500 which includes a virtual presentation upon completion of this scope of
services. City Attorney Crenna Brumwell has reviewed the Scope of Services.
A kickoff meeting was held on March 8, 2022 with the consultants. The timeframe for
the report is 30 days. The April 18, 2022 City Council meeting the report will be
presented. The cost estimate will be based upon the potential of a September, 2022
vote, if the Council wishes and escalation of that cost to when it would be constructed.
BUDGETIMPACT
There is $7,964 in CIP 3502740 remaining after the Phase 2A study. Additionally,
$30,000 in CIP 1002569 was carried over if it was requested to do any further study.
ACTION REQUESTED
No action is necessary. The executed Scope of Services provided by CSL for an
update report of the Five Flags Scenario 4 Hybrid is attached.
Attachment
cc: Jenny Larson, Budget and Finance Director
HR Cook, General Manager Five Flags Civic Center
(matrSL
March 4, 2022
Ms. Marie L. Ware
Leisure Services Manager
City of Dubuque Leisure Services Department
2200 Bunker Hill Road
Dubuque, Iowa 52001-3010
Dear Ms. Ware:
This letter ("Letter") sets forth our understanding of the terms and objectives of the engagement of
Conventions, Sports & Leisure International ("CSL") and the City of Dubuque ("Client") to provide additional
consulting services related to the Five Flags Civic Center ("FFCC"). CSL will perform these services with
the assistance of BetschAssociates, Inc., who will separately subcontract with CSL. This Letter also
provides the nature and limitations of the services to be provided and the related fee arrangement.
Scope of Services
It is understood that the Client desires to update key capital cost and operating estimates developed as
part of the Phases 2 and 2A Planning work in 2018/2019 associated with an expanded/improved FFCC.
The focus of the update involves Scenario 4 Hybrid. With the assistance of BetschAssociates and other
industry partners, CSL will complete the following scope of work.
• Work with the Client to establish the specific goals, timeframe and deliverables for the engagement.
An initial planning meeting will take place to collect pertinent project data and to identify the
individuals that CSL will need to meet with at the project's outset. CSL and BetschAssociates will
work with the Client to update the current anticipated FFCC expansion/improvement timeline and
agree on key assumptions.
• Review of previous work and findings associated with Scenario 4 Hybrid that was developed as
part of past planning efforts.
• Reengage with the various stakeholders, local individuals, and national industry experts utilized
under the Phases 2 and 2A Planning work that contributed to the development of past construction
and development costs estimates for the project.
• Develop detailed updated estimates of project cost (capital costs) for Scenario 4 Hybrid, including
property acquisition, environmental remediation, utility relocation, site work, renovation, new
construction, FF&E, soft costs, escalation to the mid -point of construction, and project contingency.
The estimates will include a summary of key programmatic components to support the project cost.
• Review and update key operating projections associated with Scenario 4 Hybrid In light of the
revised project timeline, COVID-19 pandemic impacts and CSL's understanding of current industry
trends. Operating projections considered will include, but will not be limited to event levels, event
mix, attendance, financial operations, economic impacts and other such key projection metrics.
• Prepare deliverables summarizing the findings of the updated research and analysis, which will be
in the form of a brief summary letter and tables/exhibits of updated estimates and projections
presented in formats consistent with those delivered as part of the Phase 2A Planning effort.
• Availability of CSL and BetschAssociates leaders for virtual presentations and/or meetings with the
Client to discuss findings and other issues related to FFCC planning.
Conventions, Sports & Leisure International
520 Nicollet Mall • Suite 520 • Minneapolis, MN 55402 • Telephone 612.294.2000 • Facsimile 612.294.2045
Ms. Ms. Marie L. Ware
March 4, 2022
Page 2 of 5
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 and out-of-pocket expenses
associated with the scope of services outlined herein will not exceed $28,500. Professional fees and out-
of-pocket expenses will be billed and are payable on a monthly basis.
Should additional work or visits be explicitly requested by the Client beyond the scope of services detailed
herein, professional fees will be billed on an hourly rate basis and expenses associated with travel will be
billed at cost. Total professional fees for additional services will depend on the number of hours required
to complete the services and skill levels of the assigned personnel.
Timing
CSL is prepared to commence this engagement upon receipt of notice to proceed. Assuming timely
responses by the Client to requests for meetings and information, CSL expects to be able to complete the
scope of services outlined herein within four (4) weeks.
In addition, regular progress updates will be forwarded to the Client via conference call during the analysis
period. Furthermore, CSL anticipates completing this engagement in full, performing all work as set forth
in this letter. In the event that a decision not to proceed occurs within the time frame finally agreed upon
for this engagement, CSL will 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 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
Ms. Ms. Marie L. Ware
March 4, 2022
Page 3 of 5
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. Indemnification. To the extent allowed by law, the Client shall indemnify and hold harmless CSL, its
members, principals, and employees from and against any and all causes of actions, losses, damages,
claims, liabilities, costs, and expenses (including, without limitation, legal fees and expenses) which may
be asserted, brought against, paid or incurred by any of them at any time in any way arising out of or relating
to (a) caused by any breach by Client of any representation, warranty, covenant or other provision of this
Agreement; or (b) caused by the negligent or willful misconduct of Client or any of their officers, directors,
employees, agents, representatives, except to the extent it is finally judicially determined that such losses
have resulted from the willful misconduct of CSL. CSL and its affiliates shall indemnify and hold harmless
the Client, its members, principals, and employees from and against any and all causes of actions, losses,
damages, claims, liabilities, costs, and expenses (including, without limitation, legal fees and expenses)
which may be asserted, brought against, paid or incurred by any of them at any time in any way arising out
of or relating to CSL's services, except to the extent it is finally judicially determined that such losses have
resulted from the willful misconduct of the Client.
6. Limitation on Damages. Except for any claims subject to indemnification above in Section 5 or as
otherwise covered by the limits of any insurance required herein, CSL, its members, principals, and
employees shall not be liable to the Client for any losses, damages, claims, liabilities, costs, or expenses
in any way arising out of or relating to this engagement for an aggregate amount in excess of the Fees paid
by the Client to CSL for its services.
Ms. Ms. Marie L. Ware
March 4, 2022
Page 4 of 5
The Client, its members, principals, and employees shall not be liable to CSL for any losses, damages,
claims, liabilities, costs, or expenses in any way arising out of or relating to this engagement for an
aggregate amount in excess of the Fees paid by the Client to CSL for its services.
In no event shall either CSL or Client, of each of their respective members, principals, or employees be
liable for consequential, special, indirect, incidental, punitive, or exemplary loss, damage, cost, or expense
(including, without limitation, lost profits and opportunity costs); provided however, that with respect to CSL,
this limitation shall not apply with respect to claims proximately caused by CSL's negligence but rather shall
be limited to the limits of any insurance required of CSL herein.
The provisions of Section 5 and this Section 6 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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 CSL has the authority to
bind the Client to any agreement or course of conduct.
12. 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.
13. Complete Agreement. The Letter, including these Terms and Conditions, constitutes the entire
agreement between the Client and CSL with respect to the subject matter thereof and hereof, and
supersedes all other oral or written representations, understandings, and agreements between the Client
and CSL relating to the subject matter thereof and hereof. The Letter, including these Terms and
Conditions, cannot be changed, except by written instrument signed by both the Client and CSL. The Letter,
including these Terms and Conditions, shall be binding on the Client and CSL, and the Client's and CSL's
permitted successors and assigns; however, neither the Client nor CSL may assign the Letter, including
these Terms and Conditions, without the prior written consent of the other, except that the Client and CSL
may assign the Letter, including these Terms and Conditions, to any successor to all or substantially all of
the business or assets of such party.
14. Governing Law. The Letter, including these Terms and Conditions, shall be governed by and construed
under the laws of the State of Iowa.
Ms. Ms. Marie L. Ware
March 4, 2022
Page 5 of 5
15. 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.
16. 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 DUBUQUE, IOWA
1�44� A� ��
Sigi ature
Printed Name
Title
Date