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HomeMy WebLinkAbout1998-189ORDINANCE NO 9O -IV AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR THE DEVELOPMENT OF A LIBRARY MASTER PLAN, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE (RFSP # 2128 — PUBLIC LIBRARY MASTER PLAN AWARDED TO CAROL BROWN ASSOCIATES IN THE AMOUNT $46,475 00) THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to execute a Professional Services Agreement with Carol Brown Associates pertaining for the development of the Library Master Plan and related activities for 1998 - 2010, a copy of which Agreement is attached hereto and incorporated herein by reference SECTION II That the expenditure of funds as provided in the attached agreement is hereby authorized SECTION III That this ordinance shall become effective immediately upon its passage and approval # PASSED AND APPROVED this the 1� day of , 1998 J ILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY / 4)1+ APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY ;� d G 4'j 2128 PROFESSIONAL SERVICES AGREEMENT ORDINANCE PROFESSIONAL SERVICES AGREEMENT FOR THE DENTON PUBLIC LIBRARY MASTER PLAN 1998-2010 STATE OF TEXAS § COUNTY OF DENTON § 1 THIS AGREEMENT is made and entered into as of the � day of June, 1998, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Carol Brown Associates, with its corporate office at 11706 South Kirkwood, Stafford, Texas, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas The professional services set out herein are in connection with the following described project The Project shall include, without limitation, consulting services for the Denton Public Library to complete a Library Master Plan for 1998-2010 with three major components (1) Library Master Plan, (2) Building Needs Assessment, and (3) Emily Fowler Central Library Facility Plan ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner A The CONSULTANT shall perform all those services as necessary and as described in the OWNER's Request for Proposal (RFP) Relating to Professional Services for the Denton Public Library Master Plan 1998-2010, which is attached hereto and made a part hereof as Exhibit "A" as if written word for word herein B To perform all those services set forth in CONSULTANT's Revised List of Work, which proposal is attached hereto and made a part hereof as Exhibit `B" as if written word for word herein C CONSULTANT shall perform all those services set forth in individual task orders which is attached hereto and made a part hereof as Exhibit "C" as if written word for word herein D If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders ARTICLE III PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER This Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence in this Agreement The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee ARTICLE IV COMPENSATION A COMPENSATION TERMS "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of consulting services for the Denton Public Library 2 "Direct Non -Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment B BILLING AND PAYMENT For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit "D" which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non -labor expenses not to exceed fifty thousand dollars ($50,000) Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee, however, under no circumstances shall any monthly statement for services Page 2 exceed the value of the work performed at the time a statement is rendered The OWNER may withhold the final five percent (5%) of the contract amount until completion of the Project Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement It is specifically understood and agreed that the CONSULTANT shall not be authonzed to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authonzation from the OWNER The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the OWNER C PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from the said sixtieth (601h) day, and, in addition, the CONSULTANT may, after giving seven (7) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation " ARTICLE V OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants ARTICLE VI OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement The CONSULTANT is entitled to retain copies of all such documents The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense Page 3 In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project ARTICLE VII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or claim any right ansing from employee status ARTICLE VIII INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above A Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate B Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident Page 4 C Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident D Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate E The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages The insurance policies shall name the OWNER as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage ARTICLE X ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval ARTICLE XI TERMINATION OF AGREEMENT A Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party B This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination C If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article IV "Compensation " Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Page 5 Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use Approval responsibility a subcontractors, work, nor shall OWNER for ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES by the OWNER shall not constitute, nor be deemed a release of the nd Lability of and subconsultants such approval be the CONSULTANT, for the accuracy and deemed to be an ass design or other work employees, subcontractors, agents, and consultants ARTICLE XIII NOTICES its employees, associates, ag competency of their designs or o umption of such responsibility by prepared by the CONSULTANT, ents, ther the its All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein Mailed notices shall be deemed communicated as of three (3) days' marling To CONSULTANT Carol Brown Associates 11706 South Kirkwood Stafford, Texas 77477 To OWNER City of Denton ATTN Eva Poole, Director of Library Services 215 East McKinney Denton, Texas76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing ARTICLE XIV ENTIRE AGREEMENT This Agreement, consisting of nine pages and four exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of Page 6 this Agreeirnent and shall not cause the remainder to be invalid or unenforceable In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended ARTICLE XVIi DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap ARTICLE XVIII PERSONNEL A The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may anse during the term of this Agreement B All services required hereunder will be performed by the CONSULTANT or under its supervision All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services ARTICLE XIX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence Page 7 in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed, and the parties further agree that the provisions of this section will not be waived unless as set forth herein ARTICLE XXI MISCELLANEOUS A The following exhibits are attached to and made a part of this Agreement City's RFP, Carol Brown Associates Proposal, and Carol Brown Associates Cost Proposal B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT involving transactions relating to this Agreement CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section OWNER shall give CONSULTANT reasonable advance notice of intended audits C Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas This Agreement shall be construed in accordance with the laws of the State of Texas D For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Carol Brown However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein E CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement G The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement Page 8 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT/has executed his Agreement thro its duly authorized undersigned officer on this the J� day of 19 CITY OF DENTON, TEXAS TED BENAVIDES, CITY MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY BY & 56 daAZ���4 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY M WITNESS m F \sharcd\deptlLGL\Our Dooumenu\[onvamswFkurnl hnx n .,.w o d. CAROL BROWN ASSOCIATES Page 9 REVISED COST PROPOSAL FOR CONSULTING SERVICES DENTON PUBLIC LIBRARY SUBMITTED BY CAROL BROWN ASSOCIATES, HH ARCHITECTS, AND MEYER, SCHERER, AND ROCKCASTLE Carol Brown Initial investigation of library and community on -site 40 hours Preparation of focus group script and two survey instruments off -sue 16 hours Conduct focus groups and participate in building evaluation with architects on -sue 40 hours Prepare first draft of long-range plan off -site 64 hours Prepare final draft of long-range plan off -sue 24 hours Present master plan to city officials and community groups (will cover a maxmnim of two trips and two presentations) on -site 8 hours Additional meetings on -site off-sne 16 hours Total 208 hours, $90 per hour Compilation of data from two surveys, maximum 1,000 surveys (includes spread sheet prep for tallying, tallying/ data entry and verification, compilation of answers to open-ended questions) off -sue 100 hours 100 hours, @ $20 per hour 18,720 2,000 Total cost, CBA, fees for all services 20,720 RHArchitects HH Architects will carry out all parts of the project related to the physical/structural assessment of the Emily Fowler Central Library and site(s), including the work of the engineers HH will also be involved in developing the building plan for the central library (along with CBA and MS & R) and will prepare any drawings needed to illustrate the building recommendations McConnell, 80 hours, @ $100 per hour 8,000 Engmeers, Structural and MEP, 50 hours, @ $80 4,000 (Additional hours needed for engineers will be billed at the rate of $80 per hour) Total cost, HH Architects Meyer, Scherer, and Rockcasde 12,000* MS & R will carry out all parts of the project related to assessment of the functional aspects of the Emily Fowler Central Library MS & R will take primary responsibility for developing recommendations for the central library related to the expected function of the building and the findings of the building and site assessments MS & Ws recommendations will relate to community input and the resulting master plan for the library Scherer, 40 hours, @ $100 per hour Poling, 60 hours, @ $100 per hour Total cost, MS&R 4,000 6,000 10,000* *Includes evaluation of current central library site and a maximum of two additional sites selected in conwhation with appropriate city departments Hours needed for evaluation of more sites will be charged at the hourly rate for fees for the architects quoted here Expenses CBA, per diem for food and lodging, 10 days, @ $100 per day 1,000 HH Architects, mileage for personal cars, 8 trips by McConnell and 2 engineers, each trip 80 miles round trip, 640 miles, @ 32 per mile 205 MS&R, airfare, 4 trips, @ maximum $500 2,000 MS&R contingency per diem for food and lodging, 2 days, @ $125 250 MS&R, car rental, maximum 4 days, @ $75 per day 300 Total expenses 3,755 Summary: Total fees, Carol Brown Associates Total fees, HH Architects and engineers Total fees, Meyer, Scherer, and Rockcastle Total fees (CBA, HH, and MS&R) Total expenses (CBA, H14, and MS&R) Total fees and expenses (CBA, HH, and MS&R) 20,720 12,000 10,000 42,720 3,755 46,475 REVISED LIST OF WORK 1 The library will supply existing data regarding the library and the city, including, but not limited to, architectural plans of the existing central budding, annual library usage statistics, collection sizes, long-range plans, organizational chart, door counts, acquisitions and withdrawal statistics, technology plans, and library budget information CBA will confirm the final work plan and will schedule the first site visit with the Library Director by phone Brown will be on -site approximately five days for the first site visit The first site visit will include the followmg activities, in addition to any others suggested by the Director • CBA will interview the Library Director and other staff members --either mdrvidually or in groups --and meet with selected city officials, city department heads, school system representatives, Friends of the Library, and other relevant community leaders • Brown will hold an initial meeting with the Library Board to discuss their expectations for the planning process and to discuss continuing communication during the project • Brown will discuss the organization of focus groups (and, if requested, surveys) with the Library Director 2 The library staff will organize focus groups and make initial phone calls to possible participants (based on a script supplied by Brown) and send letters confirming their participation (based on a sample letter supphed by Brown) Brown will prepare the questions to be discussed by the focus groups, with input from the architects, and will review the questions by phone and fax with the Library Director During a second site visit, CBA will conduct five focus groups and/or community forums and carry out additional meetings and interviews for the purpose of collecting information Service responses for the future of the library will be selected with the Library Director and others Brown will discuss possible sites for additional branches with the Library Director and tour areas under consideration by car 3 The architectural team will evaluate the Emily Fowler Central Library and site For the initial and primary investigation, McConnell, Scherer, and Poling will all be on-srte Brown will be on - site at the end of the site visit to discuss the architects' findings Preliminary evaluation of other sites will also be completed during this visit 4 Following their evaluation, McConnell, in consultation with Scherer and Pohng, will prepare a preliminary report of their evaluation of the building and site(s) Poling will make a follow-up visit, if necessary S Following the focus group discussions, CBA will prepare two survey instruments in conwhation with the Library Director (one survey for use in the library, one survey for use with groups outside the library) The library staff or volunteers will conduct the two surveys on -site CBA will compile and analyze the data 6 After the completion of the information gathering, Brown will compile the data from the focus groups, surveys, and all other mformation gathered The initial findings of the architects will be discussedi with the LibraryDirector Brown will write a first draft of the master plan (in consultation with the architects) that incorporates the architectural evaluation of the central library, the site evahuauons, and budding recommendations McConnell will prepare any drawmgE needed to illustrate the building or site recommendations HH and MSR will prepare preliminary cost estimates to accompany the building recommendations CBA will prepare estimates of annual operating costs, in consuhauon with HH and MSR The master plan will include • A discussion of demographic information relevant to library planning for Denton Public Library • Discussion of the community input received through focus group discussions, meetings, and interviews (the basis for the recommendations) • An assessment of existing library collections, services, technology, and staffing • The architects' assessment of the Emily Fowler Central Library and site and other posatble sites Consideration of possible alternative uses of the Emily Fowler budding Discussion of possible sites for future branches, as indicated by the focus group discussions, surveys, and on -site investigation • A new library mission statement, selected service responses, and twelve-year goals and objectives for the expanded library that summarize the master plan recommendations • Recommendations for future collections, services, technology, and staffing • Architectural recommendations and preliminary space allocations for the central library and, if relevant, recommendations for the use of the Emily Fowler building • Estimated capital cost of facilities and other recommendations and estimated annual operating cost for providing the recommended collections, services, and staff in new or expanded facilities The first draft report will be sent to the Library Director for review The final report will not be completed until all requested revisions have been made by CBA and the Director concurs with all of the recommendations 7 After revisions requested by the Library Director have been made, CBA will submit the final master plan 8 CBA, HH, and MSR will make additional site visits, as requested, to present the final master plan to city officials and community groups REVISED WORK SCHEDULE Contract awarded Confirmation of work plan and scheduling of first site visit First CBA site visit, moral investigation On -site evaluation of Emily Fowler Central library and sites by CBA, HH, and MSR Evaluation report prepared by HH and MSR Additional collection and compilation of library and community information by CBA Organization of focus groups and confirmation of attendance by library staff, in consultation with Brown, preparation of first draft of surveys by Brown CBA site visit, focus groups conducted Final draft of survey instruments prepared by Brown Surveys conducted by library staff First draft of master plan prepared by CBA First draft of master plan reviewed by Library Revision of draft of master plan June 16, 1998 June 17 -July 13, 1998 July 13 - 17, 1998 July 15 -16, 1998 (or alternate date in July to be determmed) August, 1998 August, 1998 August 3 - September 11, 1998 September 14 - 18, 1998 September 21 - October 2, 1998 October 5 - 16, 1998 October 19 - December 4, 1998 December 7, 1998 - January 4, 1999 January 5 - 18, 1999 Final plan submitted January 20, 1999