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Disability Access Consultants/ADA Plan 11PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and Disability Access Consultants, Inc. ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to prepare an ADA transition plan for city leased and owned facilities and for the public rights -of - way, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits. Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions existing there, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies are due to the negligence of Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 of this Agreement. 1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed one hundred five thousand seven hundred eighty five dollars ($105,785) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both City and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta City Council. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and (2) specify each staff member who has provided services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. City will pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit "C" (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. The term of this agreement shall commence on May 4, 2011 and terminate on November 4, 2011 (initial term). Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, except as otherwise provided in the Schedule of Performance. 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Barbara Thorpe It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principal was a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principal may not be changed by Consultant and no other personnel may be assigned to perform the service required hereunder without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonasson, Public Works Director/City Engineer or such other person as may be designated by the City Manager of City. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assionment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by City. 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of and throughout the duration of the work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, personal and public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the general liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-:Vl: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to deferfd. The policy retroactive date shall be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without written notice to City of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5.2 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. c. Terminate this Agreement Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 5.3 General Conditions pertaining to provisions of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City. 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 20. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 6.0 INDEMNIFICATION. 6.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit C without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. b. Indemnification Provision for Design Professionals. 1. Applicability of Section 6.2(b). Notwithstanding Section 6.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and City's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 6.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. 7.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages suffered thereby. In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 8.0 ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.7. 8.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration Of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.8 for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. 8.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.2, take over work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8.3. 8.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 9.0 CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To City: CITY OF LA QUINTA Attention: Thomas P. Genovese City Manager 78495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 To Consultant: Disability Access Consultants, Inc. Attention: Barbara Thorpe President/CEO 720 W. Cheyenne Ave., St. 220 North Las Vegas, NV 89030 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10.5 Authori . The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation Thomas P. Genovese, City Manager ATTEST: f4onl7r.Gr dot Date �O J 2.0 ) I Zk.- Veronica J. Montecino, CMC, City Clerk AS TO FORM: Jenson, CONSULTANT: Disability Access Consultants, Inc. By: l �1�1i�Arq� Name: Barbara Thorpe Title: President/CEO Date: �� ����2,Oil EXHIBIT A Americans with Disabilities Act (ADA) Access Consultant Services Scope of Work 4.0 Preliminary Scope of Services Disability Access Consultants, Inc. (DAC) proposes the following services and activities. to meet the requirements of the City of La Quinta (City) request for proposal. Services follow the order and classification in the City of La Quinta Request for Proposal (RFP) for ease of review by the City. The scope of services is also divided into Alternative 1, Alternative 2 and Alternative 3 for continuity of review. 4.1 City Owned Facilities (Building and Safety Department) 4.1.1 DAC will inspect City owned facilities and applicable properties. DAC will collect detailed field information that will include, but is not limited to: a. California Building Code references b. ADA 2010 Standards c. Detailed cost estimates d. As -built dimensions e. Executive and cost summaries f. Digital photo documentation g. Reference drawings h. Define the facility as being post or pre 1992 i. Identify if the site has had major remodeling or renovations since July 26, 1992 4.1.2 DAC will produce a variety of Americans with Disability Act (ADA) Access Compliance Reports showing the same information and more than listed in 4.1.1. Access compliance reports that are generated from the DACTrak system also include priorities, projected dates, dates of completion, progress and other areas to assist the City with the management of their transition plan. 4.1.3 DAC will incorporate the information collected in the field into a completed transition plan with barriers addressed by levels of severity. a. Draft versions will be presented to the City at the 65% and 90% levels in addition to the final product. b. Copies will be available in the DACTrak accessibility management software and/or by hard copy in a binder format for both draft and the final report. c. The reports will include the same level of detail found in 4.1.1 d. A portion of a sample transition plan is attached to this proposal as supplemental information. A portion of a transition plan that identifies recommendations and deficiencies is attached. Due to the size of most transition plans, only a portion of the plan is attached. A recent City Hall that was completed was 800 pages with photographs. Most of our clients manage their transition plans using the DACTrak software due to green standards and the ease of using software to manage the plan. Our DACTrak software is Structured Query Language (SQL) based and is compatible with the City's Windows Access Software. Thus, the City does not have separate software, but an enhancement that integrates with the current software. Information regarding the DACTrak software accessibility management system is included in the supplemental materials. 4.1.4 DAC will initially provide a proposed barrier removal plan that will become a "transition plan" when the proposed schedule for barrier removal includes dates of proposed barrier removal as identified in 4.1.4.1 (the City prioritizes the deficiencies that will be addressed in the next fiscal year). The City can also develop a multi -year implementation plan by projecting dates in the DACTrak software. 4.1.4.1 DAC will provide the City with the methodology to add the City prioritizations into the DACTrak software and assist the City with consultation and recommendations. DAC prefers the proposed methodology that the City proposes, instead of the consultant unilaterally applying priority levels and priorities. 4,1.4.2 DAC provides a proposed industry standard for costs in the reports and the DACTrak software. DACTrak allows for easy adjustment of costs to use City accepted unit costs. The City can also provide DAC with Cityaccepted costs and DAC will enter the City costs into the DACTrak software. 4.1.4.3 DAC will work with the City's existing software to integrate the findings from the DACTrak software or integrate the software system to create corrective action line items for the City's software. 4.1.4.4 The City will have the methodology to update the DACTrak software program as work orders are completed. DAC will provide the training to update the ADA Transition Plan and print progress reports. A screen shot is included in the supplemental materials. 4.1.4.5 As the transition plan is updated, the DACTrak software and reports produced will include the priority and status of all deficiencies. A screen shot sample.is included. 4.1.5 DAC understands that .the City currently is running Windows Access and that no additional software is required. DAC will integrate findings from DACTrak with the City's current software or provide a method for the DACTrak software to integrate with the City's software. 4.1.6 DAC will train designated City staff in the following areas: a. Applicable government code, statues and regulations b. Performing field investigations and inspections, including recommended tools for conducting surveys c. Preparation of ADA Compliance Assessment Reports d. Proper use and maintenance of the database e. Proper use and maintenance of the map f. Monitoring and updating the plan g. Recommendations for setting priorities h. Alternate specifications for accessible items and elements that will provide a cost savings I. An option that is available to the City is for DAC to train City staff to use the DACTrak pc tablet to conduct facility inspections. Following the facility inspection, the City inspector would export the findings wirelessly and a report would be available within minutes. DACTrak is web based software and provides the user, with easy to use management features that are managed from the City's computer. In lieu of DAC completing the inspections, the City could be trained to complete the inspections, thus providing a cost savings and empowering City staff with the tool and the understanding to keep the City plan current following major remodeling or renovations or the addition of new facilities. 4.1.7 DAC proposes two alternatives: a. DAC can conduct the self evaluation for the City, or b. DAC can consult with the City's ADA Coordinator to complete the self -evaluation (DAC would provide sample public notices, grievance policies, reasonable accommodations notices and other required documents) for a significant cost savings. c. If DAC conducts the self -evaluation, DAC will review policies, procedures and practices to determine if any are discriminatory and make recommendations for revised policies, new policies and procedures as indicated. DAC will produce a document entitled "City of La Quinta ADA Self -Evaluation." 4.1.8 DAC will conduct an initial project kick-off meeting with selected City staff to establish roles and lines of communication, refine project goals, review the overall project schedule, schedule surveys of City facilities and identify key City personnel for follow-up interviews. Initial self -evaluation activities will be completed during this step. More specific activities will include: a. Information that is needed will be clarified at the initial orientation meeting. The initial meeting will also clarify proposed activities and provide a collaborative framework to discuss project strategies. DAC has found that at least one orientation meeting is needed to prepare a strategic project work plan. The project methodology is generally designed to develop a comprehensive plan without placing additional activities and impact upon City of La Quinta staff. It. Meet with the designated City officials to discuss the project scope, deliverables currently needed by the City, deliverables that may be needed by the City in the near future, discuss projected schedules and timelines, discuss cost saving methods, and review alternatives for compliance by the City. c. The methodology and approach to accomplish the proposed project activities will require ongoing communication with the City of La Quinta staff person appointed to coordinate this project. DAC will establish and maintain clear communication with the City of La Quinta contact person and designated individuals. DAC recommends one DAC contact person that will assist with the timely coordination of response and project activities and requests by the City. DAC will communicate with key City personnel about known physical obstacles and potential alternatives through reporting methods and ongoing communication. d. Specific methodologies and data collection will be clarified. Timelines and. benchmarks will be developed. Operational and procedural requirements will be reviewed, such as coordination of schedules, name tags, project dates and other relevant information. e. the initial orientation meeting should include an assessment of previous compliance activities and areas of current or potential litigation. The review of compliance activities and high priority areas will assist with the development of an overall project plan. f. Project objectives will be clarified and elements that may be unique or of particular importance for the City of La Quinta will be discussed. Items such as community input and staff needs will be confirmed. g. Meet with designated City officials to identity and obtain information regarding City programs, services and activities and facilities to be utilized in the development of the Self -evaluation. h. Discussed proposed methods for public input, as required by the ADA. Methods may include surveys, public notice, public outreach meetings and other methods of input. I. Discuss hours of operation, schedules and City activities by location. j. Establish procedures, contacts and methods of communication for completion of the project. k. Establish project benchmarks and meet regularly with City officials or the designated contact. I. Review the City's previous and current compliance efforts and document compliance activities. Additional Activities A. DAC will assign Mike Boga, a certified access specialist, to serve as the Project Manager. Mike has ICC certification for usability, accessibility and plans review. He is also a certified playground specialist. B. In addition to items specified in 4.1.1, DAC will: 1. Assess all areas for accessibility compliance in accordance with the California Building Code Title 24 and the ADA Standards. Reports will indicate if the item or element does not comply. The applicable code, whether CBC or ADA will be identified in the report. The assessment includes all exterior and interior accessibility items and elements from the public right of way. Items that come under the jurisdiction of Public Works will be indicated in the report. The following items and areas are included in the DAC site surveys, but are not limited to the following: a. Parking b. Curbs c. Curb ramps d. Entrances e. Passenger Loading Zones f. Crosswalks g. Paths of Travel h. Ramps I. Handrails j. Elevators k. Platform Lifts I. Stairs m. Doors n. Door hardware o. Visual & Audible Communications and Alarms p. Telecommunications Devices (TDD/TTY) q. Signage-Permanent and Directional r. Restrooms s. Drinking Fountains t. Common use areas u. Employee break areas v. Meeting and conference rooms w. Locker Rooms x. Stadiums, playgrounds, outdoor areas y. Areas of Rescue Assistance 2.. Designate barriers identified as either 'staff" or "public" areas and a. Designate the related access chapter and section if the element is accessible b. Designate the related access chapter and section for the noncompliant item and element c. DAC will propose a solution or recommended method for barrier removal for compliance d. DAC, will provide a cost estimate for the noncompliant item or element in conjunction with a brief statement describing the work to be done to remove the barrier. C. DAC will classify each non -compliant accessible element into one of the following types: a. Type A- cost less than $5,000 b. Type B- cost between $5,001 to $15,000 c. Type C — cost in excess of $15,000 and may need different alternatives and/or a decision by the City Manager's Office. d. Type D — Historical register, eligible for the historical register or may be technically infeasible to alter D. DAC will develop and consult with the City regarding prioritizing the noncompliant accessible item and elements based on the magnitude of impact for persons with disabilities. Other criteria that may be utilized by the City include high use by individuals with disabilities and barriers that may present health and safety issues for all community members. E. DAC will provide a phased, multi -year implementation plan which will include a long-term schedule with cost estimates.for bringing each building and facility into compliance with the ADA and Title 24 of the California Building Code (CBC). The ADA states that if state standards provide a higher level of accessibility than the ADA, then the state standard will be applied. There are situations where the ADA standard provides a greater level of accessibility than the state standard. F. DAC will present findings from the field evaluations to the City Council, City staff and others as agreed upon. G. Assessments and reports will include a high degree of detail with photographs, code references, cost estimates. The DACTrak software will include additional detail, such as as -built dimensions, reference drawings, progress reports, additional prioritizations, and other custom reports. Reports will be delivered in a binder format, if requested. The DACTrak software provides an easy to use accessibility management platform that exceeds the ability to manage the plan by hard copies and binders. DACTrak also meets the "green" initiatives of the City. H. Barriers are identified by building, floor, or location and given a unique identifier record number (UIN) to assist with navigation in the accessibility software and location of the finding and recommendation by area and site. Estimated costs for applicable will be given by item and element in accordance with industry standards. Costs can be easily adjusted to adhere to any cost estimates the City may utilize. I. Physical access problems that require structural solutions will be documented in the Transition Plan. The proposed method for removal will be provided. The transition plan will identify physical barriers that may limit accessibility of the City of La Quinta programs, services or activities for individuals with disabilities. The schedule for removal of barriers and appropriate timelines will be developed in consultation with the City of La Quinta. J. Identified barriers and obstacles will be prioritized. Use of the DACTrak software will provide the City with an additional tool to reprioritize items depending upon the unique and ongoing needs of the City and public comments during the public input process. Public and nonpublic areas will be identified. K. DAC is currently scoping to existing federal and states standards, but also collects actual field measurements that may change the implementation of the City's Transition plan if the new proposed ADA guidelines are approved by the Department of Justice. For example, areas within the City of La Quinta that may currently not be in compliance upon the completion of the initial inspections may become compliant in selected areas after the approval of the new ADA standards. It is anticipated that the proposed guidelines will be adopted during 2010. Collecting data in accordance with the current and proposed standards is imperative to provide a cost savings to the City and potentially decrease identified barriers. For example, the proposed standards will allow a greater range of compliance in many areas, thus allowing the City of La Quinta to be in compliance in areas where the City may be out of compliance under the current standard. Public Rights -of -Way (Public Works Department) 5.1.1 DAC will inspect City owned facilities and applicable properties. Public rights -of -way will be inspected in accordance with the ADA Standards, the federal Public Rights of Way guidelines, the Federal Highway Administration's California Edition of the Manual on Uniform Traffic Control Devices (MUTCD) and CBC/Title 24.Our DACTrak intake software also includes GIS tracking information. DAC will collect detailed field information that will include, but is not limited to: a. California Building Code References b. ADA Standards (Current ADA Standards or 2010 standards) c. Detailed Cost Estimates d. As -built Dimensions e. Executive and cost summaries f. Digital Photo Documentation g. Reference Drawings h. Define the pedestrian area is post or pre 1992 5.1.2 DAC will produce a variety of ADA access compliance reports showing the same information and more than listed in 4.1.1. Access compliance reports for pedestrian and public rights -of -way that are generated from the DACTrak system also include priorities, projected dates, dates of completion, progress and other areas to assist the City with the management of their transition plan. 5.1.3 DAC will incorporate the information collected in the field into a completed transition plan with barriers addressed by levels of severity. a. Draft versions will be presented to the City at the 65% and 90%. levels in addition to the final product. b. Copies will be available in the DACTrak accessibility management software and/or by hard copy in a binder format for both draft and the final report. c. The reports will include the same level of detail found in 4.1.1 d. A portion of a sample transition plan is attached to this proposal as supplemental information. A portion of a transition plan that identifies recommendations and deficiencies is attached. Due to the size of most transition plans, only a portion of the plan is attached. A recent City Hall that was completed was 800 pages with photographs. Most of our clients manage their transition plans using.the DACTrak software due to green standards and the ease of using software to manage the plan. Our DACTrak software is SQL based and is compatible with the City's Windows Access Software. Thus, the City does not have separate software, but an enhancement that integrates with the current software. Information regarding the DACTrak software accessibility management system is included in the supplemental materials. 5.1.4 DAC will initially provide a proposed pedestrian and public rights -of -way barrier removal plan that will become a "transition plan" when the proposed schedule for barrier removal includes dates of proposed barrier removal as identified in 4.1.4.1 (the City prioritizes the deficiencies that will be addressed in the next fiscal year). The City can also develop a multi -year implementation plan by projecting dates in the DACTrak software. 5.1.4.1 DAC will provide the City with the methodology to add the City prioritizations into the DACTrak software and assist the City with consultation and recommendations. DAC prefers the proposed methodology that the City proposes, instead of the consultant unilaterally applying priority levels and priorities. 5.1.4.2 DAC provides a proposed industry standard for costs in the reports and the DACTrak software. DACTrak allows for easy adjustment of costs to use City accepted unit costs. The City can also provide DAC with City accepted costs and DAC will enter the City costs into the DACTrak software. 5.1.4.3 DAC will work with the City's existing software to integrate the findings from the DACTrak software or integrate the software system to create corrective action line items for the City's software. 5.1.4.4 The City will have the methodology to update the DACTrak software program as work orders are completed. DAC will provide the training to update the ADA Transition Plan and print progress reports. A screen shot is included in the supplemental materials. 5.1.4.5 As the transition plan is updated, the DACTrak software and reports produced will include the priority and status of all deficiencies. A screen shot sample is included. 5.1.5 DAC understands that the City currently is running Windows Access and that no additional software is required. DAC will integrate findings from DACTrak with the City's current software or provide a method for the DACTrak software to integrate with the City's software. DAC also collects GIS/GPS information for sidewalks and pedestrian rights -of -way. DAC does not just use a tool or segway to survey the running slopes of a sidewalk with estimated changes in elevation, but provides an actual measurement of tripping hazards, changes in elevation, cross slope measurements, protruding objects, notations of utilities that may interfere with the path of travel and other pertinent sidewalk, streets, intersections, ramps, signalized intersections and transit stops. 5.1.6 DAC will train designated City staff in the following areas: a. Applicable government code, statues and regulations b. Performing field investigations and inspections, including recommended tools for conducting surveys c. Preparation of ADA Compliance Assessment Reports d. Proper use and maintenance of the database e. Proper use and maintenance of the map f. Monitoring and updating the plan g. Recommendations for setting priorities In. Alternate specifications for accessible items and elements that will provide a cost savings . I. An option that is available to the City is for DAC to train City staff to use the DACTrak pc tablet to conduct facility inspections. Following the facility inspection, the City inspector would export the findings wirelessly and a report would be available within minutes. DACTrak is web based software and provides the user with easy to use management features that are managed from the City's computer. In lieu of DAC completing the inspections, the City could be trained to complete the. inspections, thus providing a cost savings and empowering City staff with the tool and the understanding to keep the City plan current following major remodeling or renovations or the addition of new facilities. 5.1.7 DAC proposes two alternatives: a. DAC can conduct the self evaluation for the City, or b. DAC can consult with the City's ADA Coordinator to complete the self -evaluation (DAC would provide sample public notices, grievance policies, reasonable accommodations notices and other required documents) for a significant cost savings. c. If DAC conducts the self -evaluation, DAC will review policies, procedures and practices to determine if any are discriminatory and make recommendations for revised policies, new policies and procedures as indicated. DAC will produce a document entitled "City of La Quinta ADA Self -Evaluation." 5.1.8 DAC will conduct an initial project kick-off meeting with selected City staff to establish roles and lines of communication, refine project goals, review the overall project schedule, schedule surveys of City facilities and identify key City personnel for follow-up interviews. Initial self -evaluation activities will be completed during this step. More specific activities will include: a. Information that is needed will be clarified at the initial orientation meeting. The initial meeting will also clarify proposed activities and provide a collaborative framework to discuss project strategies. DAC has found that at least one orientation meeting is needed to prepare a strategic project work plan. The project methodology is generally designed to develop a comprehensive plan without placing additional activities and impact upon City of La Quinta staff. b. Meet with the designated City officials to discuss the project scope, deliverables currently needed by the City, deliverables that may be needed by the City in the near future, discuss projected schedules and timelines, discuss cost saving methods, and review alternatives for compliance by the City. c. The methodology and approach to accomplish the proposed project activities will require ongoing communication with the City of La Quinta staff person appointed to coordinate this project. DAC will establish and maintain clear communication with the City of La Quinta contact person and designated individuals. DAC recommends one DAC contact person that will assist With the timely coordination of response and project activities and requests by the City. DAC will communicate with key City personnel about known physical obstacles and potential alternatives through reporting methods and ongoing communication. d. Specific methodologies and data collection will be clarified. Timelines and benchmarks will be developed. Operational and procedural requirements will be reviewed, such as coordination of schedules, name tags, project dates and other relevant information. e. The initial orientation meeting should include an assessment of previous compliance activities and areas of current or potential litigation. The review of compliance activities and high priority areas will assist with the development of an overall project plan. f. Project objectives will be clarified and elements that may be unique or of particular importance for the City of La Quinta will be discussed. Items such as community input and staff needs will be confirmed. g. Meet with designated City officials to identity and obtain information regarding City programs, services and activities and facilities to be utilized In the development of the Self -evaluation. In. Discussed proposed methods for public input, as required by the ADA. Methods may Include surveys, public notice, public outreach meetings and other methods of input. i. Discuss hours of operation, schedules and City activities by location. j. Establish procedures, contacts and methods of communication for completion of the project. k. Establish project benchmarks and meet regularly with City officials or the designated contact. I. Review the City's previous and current compliance efforts and document compliance activities. EXHIBIT B Americans with Disabilities Act (ADA) Access Consultant Services Fee Schedule Scope of Services 4.1 to 5.1.8 Team Member Task/Activity Scope Total Rate Costs Hours Project Manager Meetings with City, Coordination of 4.1.6 84 120.00 10,080 Tasks, Staff Training 4.1.8 5.1.8 Director of Schedule sites, provide project updates 4.1.6 32 65.00 2,080 Operations 4.1.8 5.1.6 Facility Facility Inspections/Coordination of 4.1.1 80 95.00 7,600 Inspection Team Team 4.1.6 Leader 5.1.1 5.1.4.1 Facility Facility Inspections/Public Works/Public 4.1.1 980 75.00 73,500 Inspectors rights -of way 5.1.1 to 5.1.5 - Policy and Evaluation of Policies, Procedures, 4.1.8 65 120.00 7,800 Procedures Practices, Alternate Formats, 5.1.8 Specialist, Communication Methods for Self - Evaluation; Development of Self - Evaluation; public input, public outreach Information Prepare software, deliver software, 4.1.5 15 No 0 Specialist DACTrak Training 5.1.4.3 charge Report editors Quality assurance 5.1 to 5.1.5 35 80.00. 2,800 Clerical Production, printing (includes materials) 5.1 to 5.1.5 35 55.00 1,925 assistance TOTAL $105,785 Costs include all expenses. Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is One Hundred Five Thousand Seven Hundred Eighty Five Dollars ($105,785) ("Contract Sum'). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultants Schedule of Compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of the Agreement. EXHIBIT C Americans with Disabilities Act (ADA) Access Consultant Services Tasks and Scheduling T,�M.. W.. and Calf_Fv Inn inn Timelines are estimates and may vary due to weather, requests by the City for modifications and other factors. The start date may vary from the above chart pending approval by City Council. The project schedule will be coordinated to comply with the project timelines established by the City of La Quinta, but will be completed by October 2011. Exhibit D Special Requirements None. Mb - I AD 6-1,1 1 ACOR � U CERTIFICATE OF LIABILITY INSURANCE DATE(MRADDNYYY) 5/11/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION 15 WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endomemerd(s). PRODUCER CONTACT NAME: Certificate Department Cavignac & Associates PAICHONE .619-234-6848 FAIL No :619-234-8601 450 B Street, Suite 1800 San Diego, CA 92101-8005 License No. OA99520 EMAIL ADDRE • certificates@cavignac.com PCUSTORODUCER DISAB-1 INSUREMS) AFFORDING COVERAGE NAIC• INSURED INSURERA: ATT FTRR TNQ f () HARTFi INSURERS: PHILADELPHIA IND INS CO 18058 Disability Access Consultants, Inc. 720 W. Cheyenne Avenue #220 N. Las Vegas, NV 89030 United States INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 143079 REVISION NUMBER:146106 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DL UBR POLICY NUMBER MMIIDOPOLICYEFF Y UP MWDPOLDNYY LIMITS A GENERAL LABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS4AADE �X OCCUR X B4022222820 2/13/2011 2/13/2012 EACH OCCURRENCE $ 2,000,000 PREMISES Ea oc mmw $ 300,000 MED UP (My one parson) $ 5,000 PERSONAL S ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEML AGGREGATE LIMIT APPLIES PER: PRO- LOC POLICY JFCT PRODUCTS - COMP/OP AGO $ 4,000,000 $ - A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTO$ HIREDAUTOS NON-OWNEDAUTOS No Company Owned Autos B4022222820 2/13/2011 2/13/2012 COMBINED SINGLE LIMIT (Ea amldwt) S 1,000,000 BODILY INJURY (Per person) S BODILY INJURY (Per &cadent) S 1X PROPERTY DAMAGE (Per amldeM) $ X X $ $ UMBRELLA LAB EXCESS LAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ H AGGREGATE $ DEDUCTIBLE RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOWARTNERUECUTIVE� OFFICERMEMBER EXCLUDED? (Mandatory In NH) II yea, de be under DESCRIPTION OF OPERATIONSbebw NIA WC STATU- OTH- E.L. EACH ACCIDENT S E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ B Professional Liability PHSD600354 3/13/2011 3/13/2012 Each Claim $1,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (At h ACORD 101, Addltlonal RemwM S uh, N mma span M reyuind) Additional Insured coverage applies to General Liability for City of La Quinta, its officials, employees and agents per policy form. Prof. Liab. - Claims made, defense coats included within limit. City of La Quints 78-495 Calls Tampico SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE La Quints, CA 92253 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN United States I ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Jeffrey J. Steen All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD EXIGIS - CAVIGNAC 4 ASSOCIATES MIW Page 2 of 2 DATE (MMIODIYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 06/07/2011 PRODUCER 1-877-266-6850 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Paychax insurance Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 150 Sawgrass Dr ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Rochester, NY 14620 INSURERS AFFORDING COVERAGE INSURED INSURER A: NEW HAMPSHIRE INSURANCE COMPANY Paychez Business Solutions, Inc. INSURER e: DISABILITY ACCESS CONSULTANTS, INC. INSURERC: 911 Panorama Trail South INSURERD: Rochester, NY 14625 877-266-6850 INSURER E'. \ vrcm.uw THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT W1TH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. MR I LTR TYPE OF INSURANCE POLICY NUMBER POUCY EFFECTNE DATE(MMODfM IDATE(YMODM') POLICY EXPIRATION LIMBS GENERAL LIABILITY EACH OCCURRENCE S FIRE DMAGE(My me Ne) S. COMMERCULL GENERALUABIUTY MED EXP(My we Pexm) S CWMSMADE 1-1 OCCUR PERSONAL 6 ADV INJURY $ GENERAL AGGREGATE $ GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOPAGG S PRo F POLICY JECT LOc AUTOMOBILE MBIU" COMBINED SINGLE LIMIT (Ee ecaUVI1N $ MY AUTO BOOILYINJURY (Pere w) 3 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (PeramMmq S HIREDAUTOS N040INNEDAUT08 PROPERTY DAMAGE IPM eccMeml $ GARAGELIABILJTY AUTO ONLY- EAACCIDENT $ OTHERTHANAUTO FAACL 3 ANY AUTO S ONLY: �G EACH OCCURRENCE 3 EXCESS LIABILITY AGGREGATE S OCCUR ❑CWMSMADE 3 3 DEDUCTIBLE S RETENTION $ woRNEas wMPExsATwx Axo EMPLOYFAS' NC 011 598 328 O6/Ol/11 O6/Ol/12 X WD STATU- GE. EL. EACH ACCIDENT $ 1,000,000 E L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT 3 11000,000 OMER S S 3 DESCRIPTION OF OPERADONJU)CATIONSNEMIOLENEXCWMONS ADDED BY ENDORSEMENTBPEGAL PROWMONS WORKERS COMPENSATION COVERAGE IS PROVIDED TO ONLY THOSE EMPLOYEES LEASED TO, BUT NOT SUBCONTRACTORS OF THE NAMED INSUR e,CR 11F-. em Ic,r W-1I --- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 90 GAYS WRITTEN NOTICE TO THE City of La Quints CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO 90 SMALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY WND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, 78-495 Calls Tampico La Quints, CA 92253 AUTHORIZED REPRESENTATIVE��.- >,NyFf✓�(; s'i. USA V ACORD 25-S (7197) DLONG ® ACORD CORPORATION 1988 oTcaems D CNA SB-300113-B (Ed. 01/07) Policy No. B4022222820 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE Person City of La Quinta, its officials, employees and agents 78-495 Calle Tampico La Quinta, CA 92253 required to complete this Schedule, if not shown on this endorsement, will be shown in The following is added to Paragraph C. Who Is An Insured: 4. Any person or organization shown in the Schedule is also an insured, but only with respect to 'bodily injury," or "property damage" or "personal and advertising injury" arising out of your ongoing operations or premises owned by or rented to you. SB-300113-B Includes copyrighted material of Insurance services Office, Inc., with its permission. Page 1 of 1 (Ed. 01/07) Copyright, Insurance Services Office, Inc. 2002 ADDITIONAL INTEREST SCHEDULE LOCATION N/A BUILDINON/A The following has been added to your policy effective 04/19/2011 Type: Designated Person or Organization Additional Interest Name and Address: CITY OF LA QUINTA 87-495 CALLE TAMPICO LA QUINTA CA 92253 ChWk not the Bond SB-146895-A (Ed. 01/06) INSURED Page 3 of 3 CNA SB-300113-B (Ed.01107) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Or SCHEDULE to complete this Schedule, if not shown on this endorsement, will be shown The following Is added to Paragraph C. Who Is An Insured: 4. Any person or organization shown in the Schedule is also an insured, but only with respect to "bodily Injury," or "property damage" or "personal and advertising injury' arising out of your ongoing operations or premises owned by or rented to you. SB-300113-B Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 (Ed. 01107) Copyright, Insurance Services Office, Inc. 2002 450 B Street, Suite 1800 San Diego, CA 92101-8005 City of La Quinta ATTN: Debra Pearl 78-495 Calle Tampico La Quinta, CA, 92253 May 11, 2011 Cavignac & Associates INSURANCE BROKERS License No. OA99520 Re: Disability Access Consultants, Inc. Phone 619-234-6848 Fax 619-234-8601 Web Site www.cavicnac.com Enclosed is a certificate of insurance, as requested. If you have questions or require changes, please contact our office via email (certificates@cavignac.com) or fax (619-234-1239). Please include a copy of the certificate with your request or reference ID number 146106. In Sept. 2009, ACORD revised the certificate form and using an older version would violate ACORD's licensing agreement. One of the major changes was the removal of the cancellation notice provision. For the following reasons, we are unable to modify the current form: • Notice of cancellation is a policy right, not an unregulated service. No insurer is able to provide the desired cancellation notice by endorsement. For example, the insured can cancel immediately, so it would be impossible for the insurer to provide adequate notice. • If our agency was to issue a certificate with a modified cancellation notice, we would do so with the knowledge that it would be impossible to give that amount of notice under certain circumstances. As such, the certificate could be alleged to constitute a misrepresentation or fraud which could subject our agency to serious civil and criminal penalties. We appreciate your understanding of the legal restrictions on our ability to comply with requests for an older form or modifications of the cancellation language. cc: Jennie Grover (JGrover@DAC-corp.com) Disability Access Consultants, Inc. - Certificate of Insurance Page 1 of 2