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HomeMy WebLinkAbout1989-07-18; City Council; 10151; Agreement for South Carlsbad LibraryCIT”QF CARLSBAD - AGENDPBILL ‘II ’ AB# /d, bv T,T&: APPROVAL OF LIBRARY BUILDING MTG.7/18/89 CONSULTANT AGREEMENT FOR THE DEPT. MP SOUTH CARLSBAD LIBRARY PROJECT RECOMMENDED ACTION: Adopt Resolution No. F-+ 46 0 approving a library building consultant agreement with Mr. D vid R. Smith, Consulting Librarian, for the preparation of the South Carlsbad Library Building Program. ITEM EXPLANATION: In the.1989-90 Capital Improvement Program Budget, funds have been appropriated to begin work on the programming and design of the new South Carlsbad Library Project. The Council recently approved a purchase agreement to acquire a six (6) acre site along the western extension of Dove Lane, west of El Camino Real. On March .24, 1989, Requests for Building Program Proposals were mailed to thirteen (13) library building consultants and other firms specializing in library building programming. On May 11, 1989, a Library Building Program Committee consisting of the following members, ,met and reviewed the submitted materials of eight (8) firms formally responding to the proposal request. The Selection Committee consisted of the following members: Dr. Clifford Lange, Director, Carlsbad City Library Geoff Armour, Assistant Director, Carlsbad City Library Anna Knox, President, Friends of the Library Seena Trigas, Member, Carlsbad City Library Board of Trustees Frank Mannen, Assistant City Manager John Cahill, Municipal Projects Manager Kenneth Quon, Project Manager The Committee selected three (3) firms as finalists for the library building program portion of the project. The final three (3) firms were required to submit a detailed project proposal and prepare a building program presentation for an interview session before the Selection Committee. The three (3) finalists identified by the Selection Committee were: David R. Smith, Consulting Librarian Hopkins, Minnesota HBW Associates, Incorporated Dallas, Texas Raymond M. Holt and Associates De1 Mar, California On July 12, 1989, the Selection Committee convened at the Public Safety and Service Center and interviewed the final three (3) firms. Following these interviews, Mr. David R. Smith, Consulting - .-, /fl/37 Page 2 of Agenda Bill No. ,, Librarian, was selected as the firm to be recommended to the City Council for the preparation of the South Carlsbad Library's Building Program. The attached consultant agreement identifies a detailed scope of work for the preparation of a Library Building Program accomplishing the following: - An assessment, evaluation, and recommendation of library space needs. - Preparation of a detailed Library Building Program for both the new South Carlsbad Library and an expanded existing library facility on Elm Avenue. - Consultation and review through the schematic design, design development, and working drawings for the new South Carlsbad Library. - Preparation of a detailed staffing plan and projected facility operating cost analysis. - Preparation of an automation and new technology planning program. The consultant will work closely with City staff, members of the Library Board of Trustees, library patrons, community groups and others in the preparation of the detailed Library Building Program. The agreement identifies a milestone schedule of important tasks to be accomplished resulting in a completed library building program document within six (6) months. During this period of time, the consultant will assist the City in the selection process of a design architect team to prepare the formal construction plans and specifications for the project. Selection of a architectural design team is anticipated to occur in late 1989 with completion of the construction drawings in the Fall of 1990. Staff recommends approval of the attached Library Building Program Consultant Agreement. FISCAL IMPACT: Of the $2,682,000 of Public Facilities Fee Funds in the current Capital Improvement Program Budget (project account number 320-820- 1810-3244) previously appropriated for this project, $650,000 were allocated for the programming and design of the South Carlsbad Library Project. The scope of work for this library programming also includes the future expansion of the existing Elm Avenue library facility. h h Page 3 of Agenda Bill No. /fLv The consultant agreement identifies a negotiated not-to-exceed cost of $40,000 to accomplish the five (5) phase Library Building Program project by the consultant. EXHIBITS: 1. Resolution No . approving a Library Building Program Consultant Agreemen for the new South Carlsbad Library Facility. 2. Consultant Agreement. , . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 89-254 A RESOLUTION OF THE CITY COUNCIL, OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN LIBRARY BUILDING CONSULTANT AGREEMENT FOR THE NEW SOUTH CARLSBAD LIBRARY BUILDING PROJECT WHEREAS, the City of Carlsbad has solicited proposals for the programming required for the new South Carlsbad Library and an expanded existing Elm Avenue library facility; and WHEREAS, all prospective firms were required to submit detailed qualifications statements and support information: and WHEREAS, the recommended firm possesses the necessary skills, background, and expertise to accomplish the project; and WHEREAS, the City Council of the City of Carlsbad has previously appropriated funds for said project: and WHEREAS, the City Council of the City of Carlsbad hereby finds it necessary, desireable and in the public interest to proceed with the programming of the South Carlsbad Library Project. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That a consultant agreement with Mr. David R. Smith, Consulting Librarian, is hereby approved and the Mayor and City 1 Clerk are hereby authorized and directed to execute said agreement on behalf of the City of Carlsbad. //I /I/ /// //I /// 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 3. That following the Mayor's signature of the agreement, the City Clerk is authorized and directed to forward one (1) completely executed copy of the agreement to Mr. David R. Smith, Consulting Librarian, 130 Holly Road, Hopkins, Minnesota 55343 and photo copies to the Municipal Projects Department and Carlsbad Library Director. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 18th day of July , 1989, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and Larson NOES: None ABSENT: None ATTEST: ALETHA L. (Seal) AGREEMENT FOR LIBRARY BUILDING CONSULTING SERVICES SOUTH CARLSBAD CITY LIBRARY THIS AGREEMENT, made and entered into as of the 18th day of July, 1989, by and between the CITY OF CARLSBAD, hereinafter referred to as "City," and David R. Smith, Consulting Librarian, hereinafter referred to as "Consultant." RECITALS City requires the services of a library building consultant to provide the necessary services for the South Carlsbad City Library: and Consultant possesses the necessary skills, experience, expertise, financial capabilities and qualifications to provide the services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Consultant agree as follows: 1. CONSULTANT'S OBLIGATIONS Consultant shall provide project: the following services related to the A. PHASE I: ASSESSMENT AND EVALUATION NEEDS OF LIBRARY SPACE In the initial stages of this phase, the consulting librarian gathers, with the assistance and input of the library, all relevant documentation which will influence planning for library facilities and identify local resource persons whose input is desired. The necessary community input and process would be determined. At this 1 . time, if there is information of a unique nature which must be gathered on a sample basis by the library staff, preparations to do so will be made. The existing Strategic Plan will be reviewed and revised, if necessary, to meet current mission, roles and objectives with the full participation of the library board and staff. The essential part of this phase is the examination by the Library of the conclusions and recommendations of the consulting librarian and evaluating the alternatives. The decisions forthcoming from the library board will establish the elements and content of the specific building program to be written. Task 1.1 Read and review all relevant reports and studies. All available materials relevant to the library's building planning issues will be read, the information from these reports will be consolidated into summary documents for final planning decisions. Task 1.2 Survey of library staff and board. All library staff members will be asked to complete a short questionnaire on their perspectives of the library services offered, present and future, and related building needs. The consulting librarian will be responsible for the tabulation and preparation of a report of this survey. Task 1.3 Roles and Mission Statement - Review the roles and mission of the Carlsbad Public Library. Discussions will be held with the library board and staff. 2 - Task 1.4 Interviews and appropriate library and local resource persons. Based on a resource person list established with the input of the Library, the consulting librarian will conduct interviews. Staff departments in the library will meet in llfocus group" discussions regarding their particular area of responsibility and service within the library. Community input through community meetings as well as other means will be sought if necessary. Task 1.5 Observation of present library operations and inspections of the existing library building. 1. Conduct visual observations of work patterns, traffic flow, patron use, and operational procedures within the library. 2. Conduct a detailed physical assessment of the building identifying the functional strengths and weaknesses as a basis from which to plan for both a new and an expanded facility. Task 1.6 Prepare an assessment of library space needs for both buildings. Recommendations forstrengtheningthe Library's services. Carlsbad Public Library service needs - 20 year projection. Automation and new technology needs. Existing and projected gross square foot requirements. General public library building requirements. 3 .- Parking and other access requirements. Locally defined library building criteria. Projected general building costs. Efficient staff utilization and other anticipated operating costs. Task 1.7 Final review of assessment of library space needs. The final report will be reviewed with the library building committee, board, and director. Task 1.8 Architect Selection Process. Assist the library director in the development of the architect selection process and related documents. Participate in review of architect RFQ's and the final interviews. B. PHASE II: PREPARATION OF A DETAILED LIBRARY BUILDING PROGRAM Based on the information gathered and decisions made in Phase I regarding library space needs, location, and site requirements, two detailed library building programs will be prepared. Information sought will reflect the current transition as well as future growth of library service in the City. Specific information would be gathered from the appropriate library staff regarding the requirements of their individual work and library service areas, and the program document will be reviewed in complete draft and again in final form with the library director and the library board. 4 ,- Task 2.1 Identify the specific requirements of the new library and potential library building service area. Information regarding the program is assembled in individual unit building block style with the full participation of the library staff. Task 2.2 Complete draft for the new library building program. The consulting librarian develops the complete library building programs which will include the following elements: 1. 2. 3. 4. 5. 6. Proposed building sizes and levels if necessary. Local design criteria and any planning constraints. Specific space allocations for all shelving seating, public and staff areas within the building. Provide input on the latest and projected developments in automation technology for libraries. Complete narrative description of all service, staff, and functional requirements. Make recommendations for heating, air conditioning, lighting, plumbing, and other physical amenities. 5 . 7. 8. 9. 10. 11. 12. Complete description of all general architectural requirements, exterior and interior planning considerations, including communications needs and data processing requirements. Charts and relationship drawings showing the required functional relationships, circulation and traffic pattern within the buildings. Specific shelving, furniture, and equipment requirements. Project budget - estimated costs. Planning and accommodating media, computer services, handicapped access, book storage facilities, internal communications, and safety. Staffing requirements and projected costs. Task 2.3 New Library Building Program Review. Elements of the Library Building Program will be reviewed by staff and in total by the library director and library board to insure that it is accurate and comprehensive in nature. Any additional portions of the program would then be added. Project staffing and other operating costs will be reviewed also. Task 2.4 Main Library Expansion Program. Modify the library building program document into a second complete building program for the expansion and renovation of the existing main library. 6 Task 2.5 Existing Library Building Program Additions and Revisions. Based on the staff and the library board review, appropriate additions and revisions would be made to the program putting it into its final form. Task 2.6 Final Existing Library Building Program Review. The consulting librarian would review the final library building program with the library director, staff, and library board. C. PHASE III: CONSULTATION THROUGH SCHEMATIC DESIGN, DESIGN DEVELOPMENT, AND WORKING DRAWINGS AND SPECIFICATIONS OF THE NEW BUILDING. This is one of the most important parts of new library building planning in that there is a shift from the verbal description of the library building to be designed, to graphic design and layout of furniture and equipment in both schematic and developed drawings. It is important that the drawings developed are constantly evaluated against the specific requirements of the program. Failure to do so will result in less than satisfactory final design. It is important that both the functional requirements of the library and the architectural requirements are kept in harmony and balance. Task 3.1 To conduct a program review meeting with the architect and library representatives. This insures that the architect fully understands the requirements of the program and provides a basis for the design to begin. 7 Task 3.2 Review of all schematic designs and participation in appropriate major design discussion meetings. Task 3.3 Review and critique of design development drawings. To include: General access, layout, and traffic flow Building levels and elevation Floor plans Preliminary layout of furnishings Public services desk Project budget and cost estimates (an ongoing activity) Selection and layout of interior furnishings and equipment Task 3.4 Final review and a critique of design development drawings and interior layouts. All elements of the building design completed under design development would be critically reviewed to determine compliance with the written building program. Task 3.5 Review of final bid documents, both drawings and specifications, to insure that very specific parts of the building are satisfactorily addressed. This would include functional requirements for electrical, communications, and computer provisions as well as lighting and acoustic considerations. The consultant would provide full consultation to the library, project architect, interior designers in the completion of the final working drawings, specifications and floor plans and related plans and specifications for furnishings, all in compliance with the building program. D. PHASE IV: STAFFING PLAN AND PROJECTED OPERATING COSTS Task 4.0 Consultant shall provide a future staffing plan and projected operating costs in the expanded, new facility based upon a work plan established by the Consultant and the City. Consultant shall provide whatever support services and other technical requirements as may be necessary to accomplish the staffing plan and operating cost projections. E. PHASE V: AUTOMATION AND NEW TECHNOLOGY PLANNING PROGRAM Task 5.0 Consultant shall provide an automation and new technology planning program based upon a work plan established by the Consultant and City. This program shall include detailed discussion and technical report regarding the current and future development of library automation except for circulation and public access catalogs and related service technologies. Consultant shall provide whatever support services and other technical requirements as may be necessary to accomplish the automation and technology planning program. 9 _- F. Consultant shall maintain automobile, bodily injury, and property damage general liability insurance covering owned, non-owned, rented and hired automobiles and other vehicles, the combined single limit for bodily injury and property damage shall not be less than $300,000. 2. CITY OBLIGATIONS Under the general direction of the Municipal Projects Department and subject to the provisions of Section 12 of this agreement, the City shall: A. Set the specific tasks and responsibilities to be accomplished by the Consultant in accordance with the provisions of this agreement, using its best efforts to consider the needs and the schedule of Consultant. B. Make available to Consultant all records, reports, correspondence, surveys, and any other documents deemed necessary by Consultant to properly perform the services reguired by the City. C. Coordinate and otherwise be responsible, with input from the Consultant, for the establishment of the schedule and other necessary arrangements for the onsite visits, interviews and meetings. 3. PROGRESS AND COMPLETION The work under this contract will begin immediately after receipt of notification to proceed by the City and be completed no later than six (6) consecutive calendar months thereafter. Work 10 required under Phase III of this agreement shall be completed based upon a mutually determined schedule established by the City, the Consultant, and the project architect. The following project milestones are hereby established and shall be accomplished by the Consultant: July 21, 1989 Project officially begins. Review of available information First visit complete September 15, 1989 Library space needs assessment complete - both buildings Additional information gathering October 13, 1989 Second visit complete Review of Complete preliminary draft of the South Carlsbad Library program Initiation of the architect selection process Outline main library building expansion program Third visit complete November 10, 1989 Final South Carlsbad Library Building Program complete and reviewed Library architects RFQ's reviewed and short list selected Preliminary draft of the main library expansion program complete Fourth visit complete December 15, 1989 Review of preliminary draft for main library expansion program Architect interviews complete Fifth visit complete 11 .- January 12, 1990 Final main library building expansion programcompletedandpresented for review Initial program meeting with architects Sixth visit complete Extensions of time may be granted if requested by the Consultant and agreed to in writing by the City. In consideration of such requests, the City will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Consultant, or delays caused by City inaction or other agencies' lack of timely action. 4. FEES TO BE PAID TO CONSULTANT Fees to be paid to the Consultant shall be in accordance with the following: PHASES I & II: Consulting Librarian time: 35 days at $600 per day totalling $21,000, which includes six (6) trips of three (3) days duration each: Trip 1 - 3 days. Library Space Needs Assessment/ Initial Generic Building Program Information Trip 2 - 3 days. Review of Library Needs Assessment/ Development of the Preliminary South Carlsbad Library Building Program. Trip 3 - 3 days. Review of South Carlsbad Library Program in draft form. Establish Architect Selection Process. Trip 4 - 3 days. Final South Carlsbad Building Program Document Review/ Outline Program Main Library Building Expansion/Review of Architects RFQ's. 12 Trip 5 - 3 Trip 6 - 3 Travel expenses for Phases I & II shall include the following: days. Preliminary Main Library Building Program Draft - Architect Interviews. days. Final Main Library Building Program Review - Initial Program Meeting Architects. Airfare - Minneapolis - Carlsbad Average $600 x 6 = $3,600 Ground Transportation and Parking 900 Per diem - $85 per day x 18 = 1,530 Total Travel Expenses for Phases I & II $6,030 Office Expenses for Phases I & II shall include the following: Word processing, technical assistance, communications duplication, plus a 10% overhead totalling $2,400. Total estimated costs for Phases I t II: $29,430, and shall not exceed $30,000. PHASE III: Consulting Librarian time: totalling $3,600 which includes Carlsbad: six (6) days at $600 per day the following three (3) trips to Trip 1 - Initial Schematic Design Review Trip 2 - Schematic Design Review Trip 3 - Design Development and Layout Review Travel expenses for Phase III: Three trips to Carlsbad and return at $600 each: $1,800 Three days per diem at $85 each: 255 Total Travel Expenses for Phase III: $2,055 Additional trips required by the library would be billed at actual time and expense. Office expenses for Phase III: Word processing, postage, communications, plus a 10% administrative overhead totalling: $ 150 Total estimated cost of Phase III: $5,805 Total cost of Phase III shall not exceed $6,500. 13 Phase IV, as described herein, shall be accomplished at a cost not to exceed $1,400. PHASE V: Phase V, as described herein, shall be accomplished at a cost not to exceed $2,000. TOTAL PROJECT COMPENSATION: Total compensation for Phases I through V shall be accomplished at a cost not to exceed $40,000. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 6, "Changes in Work." The hourly rates for the duration of the work to be performed for said project shall be.as follows: Time: David R. Smith $75.00 per hour, $600 per day Associate Consultants $ 25 - $65 per hour $200 - $520 per day All travel time and on-site meetings and other activities requiring eight (8) to ten (10) daily hours will be billed at the,stated daily rate. Daily hours in excess of ten (10) will be billed as additional time at the hourly rate. Expenses: Travel: Airfare: Billed at actual cost Rental Car: Billed at actual cost Mileage on own vehicle: $0.25 per mile Parking: Billed at actual cost Hotel: Billed at actual cost. General range from $35 to $65 per night. 14 Per diem meals/ incidental expenses: Full day: $30 Partial day: Less individual meals. Breakfast: $ 6.00 Lunch: 8.00 Dinner: 14.00 Office: Word Processing/Secretarial/ Clerical: $15 - $20 per hour Copies: Billed at $0.5 - $0.10 depending on quantity Telephone, Postage/ Delivery services/all other expenses: Billed at actual cost. 5. PAYMENT OF FEES Payment of fees shall be made by City to Consultant upon receipt and approval of monthly invoices. Payment of fees for all time and expenses for Phases I and II shall be as follows: Upon completion of initial site visit: $5,000 Upon completion of the South Carlsbad Library Building Program, in draft form and the third site visit: $5,000 Upon completion of the final South Carlsbad Library Building Program and the fourth site visit: $7,500 Upon completion of the preliminary existing Main Library Building Program, Architect interviews, and the fifth site visit: $7,500 Upon completion of the final existing Main Library Building Program and the sixth site visit: $5,000 15 Payment of fees for Phases III, IV and V shall be made by City to Consultant based upon actual time and expense as identified in paragraph 4 of this agreement. 6. CHANGES IN WORK If, in the course of this contract, changes seem merited by the Consultant or the City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Consultant or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Consultant to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. After reaching mutual agreement on the proposal; a supplemental agreement shall be prepared by the City and approved by the City Council. Such supplemental agreement shall not render ineffective or invalidate unaffected portions of the agreement. Changes requiring immediate action by the Consultant or City shall be ordered by the City who will inform a principal of the Consultant's firm of the necessity of such action and follow up with a supplemental agreement covering such work. 7. COVENANTS AGAINST CONTINGENT FEES The Consultant warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, 16 percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 8. NONDISCRIMINATION CLAUSE The Consultant shall comply with the State and Federal Ordinances regarding nondiscrimination. 9. TERMINATION OF CONTRACT In the event of the Consultant's failure to prosecute, deliver, or perform the work as provided for in this contract, the City may terminate this contract for nonperformance by notifying the Consultant by certified mail of the termination of the contract, The Consultant, thereupon, has five (5) working days to deliver said documents owned by the City and all work in progress to the City. The City shall make a determination of fact based upon the documents delivered to City of the percentage of work which the Consultant has performed which is usable and of worth to the City in having the contract completed. Based upon that finding as reported to the City, it shall determine the final payment of the contract. 17 10. DISPUTES If a dispute should arise regarding the performance of work under this agreement, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this contract, shall be reduced to writing by the principal of the Consultant or the City. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The City or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City for their resolution through the Office of the City Manager. The City may then opt to consider the directed solution to the problem. In such cases, the action of the City shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 11. RESPONSIBILITY OF THE CONSULTANT The Consultant is hired to render professional services for the Carlsbad City Library Building Program, and any payments made to Consultant are compensation solely for such services. 18 12. SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Consultant shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Consultant shall be paid for work performed to the termination date; however, the total shall not exceed the guaranteed total maximum. The City shall make the final determination as to the portions of tasks completed and the compensation to be made. Compensation to be made in compliance with the Code of Federal Regulations. 13. STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent Contractor and in pursuit of Consultant's independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished and the personnel assigned to 'the project, but shall consult with the City. The Consultant is an independent contractor of the City. The payment made to the Consultant pursuant to this contract shall be the full and complete compensation to which the Consultant is entitled. The City shall not make any Federal or State tax withholdings on behalf of the Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of the Consultant. The Consultant agrees to indemnify the City for any tax, retirement contribution, social security, overtime 19 payment, or workers' compensation payment which the City may be required to make on behalf of the Consultant or any employee of the Consultant for work done under this agreement. The Consultant shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this agreement. 14. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made to be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Consultant shall have the right to make one (1) copy of the reports or other data for his/her records. Consultant shall have the right to use project reports, data, studies, and any other product related to this project for business development purposes. 15. HOLD HARMLESS AGREEMENT The City, its officers, and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or claimed to have been caused by, or resulting from, any intentional or negligent acts, errors or omission of Consultant or Consultant's agents, employees, or 20 representatives. Consultant agrees to defend, indemnify, and save free and harmless the City and its officers and employees against any of the foregoing liabilities or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any library building program documents prepared by Consultant solely for this project. 16. RESPONSIBILITY OF CITY'S ARCHITECTURAL AND ENGINEERING BUILDING CONSULTANTS AND STAFF The library building programs and related plan reviews cover the library's functional requirements. It is the responsibility of the architectural and engineering consultants to correctly translate this information into accurate, sound, and legally correct design, drawings, plans, and specifications. The Consultant shall be held harmless from the errors and omissions of other consultants and City staff. 17. ASSIGNMENT OF CONTRACT The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 18. SUBCONTRACTING If the Consultant shall subcontract any of the work to be performed under this contract by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the 21 acts and omissions of persons directly employed by Consultant. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Consultant and the City. The Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Consultant's work unless specifically noted to the contrary in the subcontract in question approved in writing by the City. 19. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of any architectural, engineering, inspection, construction or material supply contractor, or any subcontractor in connection with the construction of the project, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer, employee, architect, attorney, engineer, or inspector of or for the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or other similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. 20. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during, or after the execution of this contract, shall affect or modify any of the terms 22 or obligations herein contained nor such verbal agreement or conversation entitles the Consultant to any additional payment whatsoever under the terms of this contract. 21. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 15, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall insure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 22. EFFECTIVE DATE This agreement shall be effective on and from the day and year first above written. 23. CONFLICT OF INTEREST The. Consultant shall file a Conflict of Interest Statement with the City Clerk of the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. 24. INSURANCE The Consultant shall obtain and maintain a policy of business liability insurance from an insurance company authorized to be in business in the State of California, in an insurable amount of not less than five hundred thousand dollars ($500,000). This insurance shall be in force during the life of this agreement and shall not be cancelled without ten (10) days prior notice to the City. 23 I The City shall be named as an additionally insured on this policy. The Consultant shall furnish a certificate of said insurance to the City upon execution of this contract. IN WITNESS WHEREOF, we have hereunto set our hands and seals. CLAUDE A. LEWIS Title APPROVED AS TO FORM: Assistant City Attorney City Clerk Mayor ATTESTED: 24