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HomeMy WebLinkAboutR-2006-113 Professional Access Services (ADA Consultant) ® RESOLUTION NO. 2006-113 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE AN AGREEMENT WITH PROFESSIONAL ACCESS SERVICES, INC., TO PROVIDE CONSULTING SERVICES TO THE CITY IN CONNECTION WITH CITY COMPLIANCE WITH THE FEDERAL LAW KNOWN AS THE "AMERICANS WITH DISABILITIES ACT" (THE "ADA") FOR AN AMOUNT NOT TO EXCEED $15,000.00; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Charter of the City of Dania Beach, Part III, Article 3, Section 4, Subsection 0), provides that the City Commission may, during unusual conditions or emergencies, by resolution, authorize the purchase by the City Manager of designated supplies, services, equipment and materials in amounts in excess of fifteen thousand dollars ($15,000.00) without competitive bids and without advertising for bids; and WHEREAS, the City Manager has determined that it is necessary to obtain ADA consulting services for the City; and WHEREAS, the City Manager has determined that such services can best be obtained through a contract with Professional Access Services, Inc., 1101 Alhambra Circle, Coral Gables, FL 33134; and WHEREAS, such contract is, in effect, a second continuing contract for such services, which services are being incurred in the City's 2006 Fiscal Year, and a prior contract for such services, for the monetary amount of up to $15,000.00, has been exceeded, necessitating City Commission approval of a new contract (such new contract will be limited to a sum not to exceed $15,000.00); NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That that certain Agreement with Professional Access Services, Inc., attached in substantial form as Exhibit "A" is approved and the proper City officials are �� authorized to execute it. Section 2. That the City Manager and City Attorney are authorized to make revisions to such Agreement as are deemed necessary and proper for the best interests of the City. Section 3. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 4. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED and ADOPTED on June 27, 2006. PATRICIA FLURY MAYOR—COMMISSIONER ATTEST: LOUISE STILSON, CMC CITY CLERK • APPROVED AS TO FO A D CORRECTNESS: BY: THOM S J. NS'- CITY ATTORNEY 2 RESOLUTION 42006-113 E s e Vie CITY OF DANIA BEACH MEMORANDUM TO: Mayor and Commission CC: Ivan Pato, City Manager Larry Leeds, Community Development Phil Reeves, FROM: Tom Ansbro DATE: June 20, 2006 RE: New Contract for ADA (Americans with Disabilities Act) Consulting Services • Several years ago, the City settled an "ADA" lawsuit brought by persons who challenged the City's compliance with the federal ADA law, as it related to upgrades to City facilities to enable disabled persons to access such facilities and to participate in various City programs. As part of a negotiated litigation settlement agreement, a " Transition Plan" was created by a Mr. Steve Roth and his associate, who are specialists in ADA consultation work. The company is known as Professional Access Services, Inc. The plan outlines time tables and measures which allow for phased compliance by the City with the ADA. It is necessary to retain the services of the consultant to ensure that all City facilities, i.e. both existing and those which are proposed, designed and constructed, comply with the ADA. No expertise is available in-house or through the Building Division, so consultant services are needed. Training of City employees is a part of the services and sessions have been scheduled to be held with the help of the Human Resources Division. The consultant recently rendered services under a not to exceed $15,000.00 contract as authorized by the City Charter, but it is now clear that another contract, in effect a continuation of the first contract, is necessary to fund services for the balance of the current fiscal year. For the upcoming budget, funding should be made available to ensure that City compliance with the Transition Plan is met. Since the Charter monetary threshold of • $15,000.00 will be exceeded, City Commission approval (Resolution) is needed to authorize the new contract. TJA:slw f AGREEMENT THIS IS AN AGREEMENT (the "Agreement") entered into on 2006, between: THE CITY OF DANIA BEACH, FLORIDA, a municipal corporation, (the "City") and Professional Access Services, Inc. (the "Consultant"). In consideration of the mutual covenants,terms and conditions contained in this Agreement, and other good and valuable consideration,the adequacy and receipt of which are acknowledged,the parties agree as follows: 1. Scope of Services. The Consultant agrees to perform consultant services for the City in accordance with the scope of services described in Exhibit"A",a copy of which is attached and made a part of this Agreement by this reference. The City acknowledges and agrees that services commenced on K­--z� cc: and that that date is the effective date and commencement date of the services. 2. Subcontracts. Consultant may subcontract certain items of work. It is expressly agreed by the parties,however,that the City shall approve in advance in writing any subcontractors and the fees to be paid them prior to any such subcontractor or any sub-consultants proceeding with any such work. 3. Payment for Services. A. City agrees to pay Consultant for services provided by Consultant, as described in Section 1, on an hourly basis (see Exhibit "A") not to exceed the amount of Fifteen Thousand Dollars ($15,000.00) (the "Fee"). The Fee includes full payment, including all labor,overhead,other costs,consultant fees and profit. City agrees to reimburse Consultant for out- of-pocket costs without any administrative charges or surcharges for same. All such costs must first be disclosed to, and approved.in advance by,the City. Documentation as to expenditures for such costs must be submitted to City in sufficient detail to clearly evidence each such item and its cost. Travel costs to and from the City are reimbursable and payable at the State of Florida reimbursement rates for state employees. B. Any necessary additional work,as determined by City,which is not covered by the scope of work described in the attached Exhibit "A", shall not be undertaken without a written amendment to this Agreement to that effect, executed in advance by both parties. C. Consultant shall submit its invoices in the format and with supporting documentation as may be required by City. D. City shall pay Consultant monthly for services rendered within thirty (30) calendar days from date of approval of each of Consultant's invoices by the City Manager. If any errors or omissions are discovered in any invoice, City will inform Consultant and request revised copies of all such documents. If any disagreement arises as to payment of any portion of an invoice, City agrees to pay all undisputed portions and the parties agree to cooperate by promptly conferring to resolve the disputed portion. E. Any invoice which is not timely paid as prescribed above will be subject to the accrual of interest at the statutory rate prescribed by applicable Florida law. 4. Indemnification of Citv. A. Consultant agrees to indemnify and hold harmless the City for all costs,losses and expenses including,but not limited to,damages to persons or property including,but not limited to,judgments and attorneys' fees arising out of the negligent acts,errors or omissions or the willful misconduct of the Consultant,its agents,servants or employees in the performance of services under this Agreement. If called upon by the City,the Consultant shall assume and defend not only itself, but also the City,in connection with any suit or cause of action arising out of the foregoing,and such defense shall be at no cost or expense whatsoever to the City. This indemnification does not extend to acts of third parties who or which are wholly unrelated to Consultant. The covenants and • representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to Consultant's responsibility to indemnify the City. B. It is specifically understood and agreed that the consideration inuring to the Consultant for the execution of this Agreement consists of the promises,payments,covenants,rights and responsibilities contained in this Agreement. C. The execution of this Agreement by the Consultant shall obligate the Consultant to comply with the foregoing indemnification provision; however, the collateral obligation of providing insurance must be also complied with as set forth below. 5. Insurance. Consultant shall provide,pay for and maintain in force at all times during the term of this Agreement, such insurance, including professional liability insurance, Workers' compensation insurance and comprehensive general liability insurance as stated below: A. Professional liability insurance with minimum limits of liability of One Million Dollars ($1,000,000.00) to assure the City of coverage of the indemnification specified in this Agreement. B. Workers' compensation insurance to apply for all employees in compliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws, for the benefit of the Consultant's employees, Page 2 of 8 C. Comprehensive general liability insurance, including contractual, with minimum limits of One Million Dollars ($1,000,000.00) per occurrence, combined single limit for bodily injury liability and property damage liability. The City is to be included as an"additional insured"with respectto any claims arising out of this Agreement. D. If Consultant hires a subcontractor for any portion of any work, then such subcontractor shall provide professional liability insurance with minimum limits of liability of One Million Dollars ($1,000,000.00). E. The Consultant shall provide the Risk Manager of the City Certificates of Insurance for coverages and policies required by this Agreement All certificates shall state that the City shall be given thirty(30) days' advance notice prior to expiration or cancellation of any policy. Such policies and coverages shall not be affected by any other policy of insurance which the City may carry in its own name. b. Assignment of Agreement A. It is understood and agreed by both parties that this Agreement,in whole or in part,cannot be assigned,sublet or transferred by the Consultant without the prior written consent of City. The City, is relying upon the apparent qualifications and expertise of Stephen Roth. RA. one of Consultant's principals, and such person's familiarity with the City's circumstances and desires. In the event Consultant wishes to re-assign or replace such individual, the Consultant shall tender substitutes acceptable to City. In the event the City is not,for any reason or no reason at all, satisfied with such substitute, Consultant shall be considered in breach of this Agreement_ Violation of the terms of this paragraph shall constitute a breach of Agreement by Consultant and City may,at its discretion,terminate this Agreement for cause and all rights,title and interest of Consultant in this Agreement shall then cease and terminate—.- B. The Consultant acknowledges,understands and agrees that its performance under this Agreement is contingent upon the City receiving timely services from other consultants (the "Supporting Consultants"). The Consultant agrees to use its best efforts to coordinate its services with the services of the Supporting Consultants and further agrees that in the event the rendition of any services of any of the Supporting Consultants is delayed,such delay will not entitle the Consultant to any additional compensation or payment of any kind. Furthermore,the Consultant shall not be entitled to an increase in compensation,or be entitled to payment of any kind from the City,for damages or expenses incurred which are direct,indirect or consequential or impact fees or other costs and lost profits of any kind including, but not limited to, costs of acceleration, inefficiency or extended overhead, arising because of any other delay, disruption, interruption, interference or hindrance from any cause whatsoever,whether such delay,disruption or interference Page 3 of 8 be reasonable or unreasonable,foreseeable or unforeseeable,or avoidable or unavoidable;provided, however,that this provision shall not preclude recovery of damages by the Consultant for hindrances or delays caused solely by fraud,bad faith or active malicious interference on the part of the City. The Consultant shall only be entitled to extensions of time for performance as the exclusive and sole remedy for delay. 7. Examination of Records. Consultant shall maintain books,records,documents and other evidence directly pertinent to performance of work under this Agreement in accordance with generally accepted accounting principles and practices. The Consultant shall also maintain the financial information and data used by the Consultant in the preparation of support of any claim for reimbursement for any out-of-pocket expense or cost. The City shall have access to such books, records, documents and other evidence for inspection, audit and copying during normal business hours. The Consultant will provide proper facilities for such access and inspection. Audits conducted under this section shall observe generally accepted auditing standards and established procedures and guidelines of the City. The Florida Public Records Act,Chapter 119 of the Florida Statutes,may have application to records or documents pertaining to this Agreement and Consultant acknowledges that such laws have possible application and agrees to comply with all such laws. 8. Termination. A. Termination of Agreement for Convenience. It is expressly understood and agreed that the City may terminate this Agreement at any time for any reason or no reason at all by giving the Consultant notice by certified mail, return receipt requested, directed to the principal office of the Consultant, thirty(30) days in advance of the termination date. In the event that the Agreement is terminated pursuant to this provision, the Consultant shall be entitled to be compensated for the services rendered from the effective date of execution of the Agreement up to the termination date. Such compensation shall be based on the fee percentage of work completed,as fairly and reasonably determined by City after conferring with Consultant. B. Termination of Agreement for Cause. If City elects to terminate the Agreement for cause, City will provide Consultant five (5) days' advance written notice. If Consultant promptly cures the matter giving rise to the cause within that time,this Agreement shall continue. If not timely cured,the Agreement will stand terminated and the City will pay Consultant for work completed less any costs, expenses and damages incurred by City as a result of such termination. If a court of competent jurisdiction determines that the termination was not authorized under the circumstances then the termination shall be deemed to be a termination for convenience. 9. Ownership of Documents. All correspondence, studies, data, analyses,documents, instruments, applications, memorandums and the like, including drawings and specifications prepared or furnished by Consultant(and Consultant's independent professional subcontractors or subconsultants)pursuant to this Agreement shall become owned by and be the property of the City and the City shall consequently obtain ownership of them by any statutory common law and other Page 4 of 8 reserved rights, including copyright-, however such documents are not intended or represented b g , g � P Y Consultant to be suitable for reuse by City on extensions of the Project or on any other project. Any such reuse,modification or adaptation of such document without written verification or permission by Consultant for the specific purpose intended will be at City's sole risk and without liability or legal exposure to Consultant or to Consultant's independent professional subconsultants. If City alters any such documents, City will expressly acknowledge same so that no third party will be in doubt as to the creation or origination of any such document. 10. Notices. Except as provided above, whenever either party desires to give notice to the other, it must be given by written notice, sent by certified U.S. mail, with return receipt requested,addressed to the party for whom it is intended,at the place last specified and the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective persons and places for giving of notice: City: Ivan Pato, City Manager City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, Florida 33004 With a copy to: Thomas J. Ansbro, City Attorney City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, Florida 33004 Consultant: Stephen Roth,RA Professional Access Services,Inc. 1101 Alhambra Circle Coral Gables, FL 33134 11. Consent to Jurisdiction. The parties agree that the jurisdiction for any legal action arising out of or pertaining to this Agreement shall be the Circuit Court for the Seventeenth Judicial Circuit in and for Broward County,Florida,or the federal District Court in the Southern District of the United States. Each parry further agrees that venue of any action to enforce this Agreement shall be in Broward County, Florida. 12. Governing LLaw. The parties agree that this Agreement shall be construed in accordance with and governed by the laws of the State of Florida. 13. Attorneys'Fees and Costs. If City or Consultant incurs any expense in enforcing the terms of this Agreement, whether suit is brought or not, each party shall bear its own costs and expenses including, but not limited to, court costs and reasonable attorneys' fees. Page 5 of 8 14. Headings. Headings in this document are for convenience of reference only and are not to be considered in any interpretation of this Agreement. 15. Exhibits. Each exhibit referred to in this Agreement forms an essential part of this Agreement. Each such exhibit is a part of this Agreement and each is incorporated by this reference. 16. Severability. If any provision of this Agreement or the application of it to any person or situation shall to any extent be held invalid or unenforceable,the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable,shall not be affected,shall continue in full force and effect, and shall be enforced to the fullest extent permitted by law. 17. All Prior Agreements Superseded. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained in this Agreement and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly,it is agreed that no deviation from the terms of this Agreement shall be predicated upon any prior representations or agreements, whether oral or written. 18. Consultant and its employees and agents shall be and remain independent contractors and not employees of City with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking,enterprise or venture between the parties to this Agreement. 19. The Consultant understands and agrees that the City, during any fiscal year, is not authorized to expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year and that any contract,verbal or written,made in violation of this subsection is null and void and that consequently,no money may be paid on such contract beyond such limits. Nothing contained in this Agreement shall prevent the making of contracts for periods exceeding one (1) year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years. Consultant shall not proceed with services under this Agreement without City's written verification that the funds necessary for Consultant compensation and other necessary expenditures are budgeted as available within the appropriate fiscal year budget. 20. Consultant warrants and represents that no elected official,officer,agent or employee of the City has a financial interest, directly or indirectly, in this Agreement or the compensation to be paid under it and, further, that no City employee who acts in the City of Dania Beach as a "purchasing agent"as defined in Chapter 112,Florida Statutes,nor any elected or appointed officer of the City of Dania Beach,nor any spouse or child of such purchasing agent,employee or elected or Page 6 of 8 appointed officer, is a partner, officer, director or proprietor of the Consultant and, further,that no such City employee, purchasing agent, City elected or appointed officer, or the spouse or child of any of them, alone or in combination, has a material interest in the Consultant. Material interest means direct or indirect ownership of more than five percent(5%)of the total assets or capital stock of the Consultant. 21. Consultant shall comply with all federal, state and City laws applicable to the Consultant services and specifically those covering Equal Opportunity Employment,the Americans With Disabilities Act("ADA")and the South Florida Building Code. The Consultant is expected to fully comply with all provisions of all laws and the City reserves the right to verify the Consultant's compliance with them. Failure to comply with any laws will be grounds for termination of the Agreement for cause. 22. In the event of any conflict between any provisions of this Agreement and any provision in Exhibit "A", the parties agree that the provisions of this Agreement are controlling (including,but not limited to, all terms and provisions governing compensation). IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year fist above written. CITY: CITY OF DANIA BEACH, a Florida Municipal Corporation ATTEST: LOUISE STILSON CITY CLERK MAYOR-COMMISSIONE9 j OA i PAT T MANAGER Page 7 of 8 APPROVED FOR FORM APPROVED AS TO "SCOPE OF AND CORRECTNESS: SERVICES" BY: / Al NA By: r-'11 ./ THO J.• A SB O CITY ATTORNEY CONSULTANT: Signed, sealed and delivered [name offirm] in the presence of: Professional-A Iss Se c s Inc. Y• Witness , ' Stephen Roth, RA ` -fn, ess Print Name President Title • STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was a ynowl dged before me on �, �� , 2006, by and '�," � . j , as &).--17,0 and respectively, of a&,eS� rf Florida corporation, on behalf of the corporation. Tiky are persona ly known-toVohave produced as identification and did(did not take an oath. a ODDS=" rEMWM.W412 9 Print, Type o -4j54E Name of Not .,,$ jG,aWVWA i te: ® Page 8 of 8 EXHIBIT A Professional Access Services, Inc., the Consultant, located at 1101 Alhambra Circle in Coral Gables Florida 33134, shall assist the City of Dania Beach in complying with the Americans with Disabilities Act (ADA). A Dania Beach employee shall be designated as the City's ADA Coordinator and this person shall be responsible for coordinating ADA responsibilities and obligations for the City. The ADA Coordinator shall represent Dania Beach in fulfilling the City's obligations for these consulting services. Consulting services include the following: 1) The Consultant shall assess progress implementing the Transition Plan Matrix contained in the Self Evaluation and Transition Plan(SETP)prepared by the Consultant dated December 16,2003. This will include a conference with the ADA Coordinator and visits to City owned f4acilities identified and surveyed in the Transition Plan Matrix. The ADA Coordinator shall facilitate facility visits. The Consultant shall prepare a written report indicating observations and compliance with Transition Plan Matrix. 2) The Consultant shall assess progress implementing the Program Access Implementation Plan contained in SETP. This will include consultation with the ADA Coordinator,City department heads and other key staff members to review policies, procedures and materials needed to comply with the ADA. The ADA Coordinator shall facilitate these consultations. The Consultant shall prepare a written report indicating progress as well as non-progress with the Program Access Implementation Plan. 3) The Consultant shall provide training to key City staff in Title II and Title I obligations; under the ADA in order to help the City to implement the recommendations contains in SETP. This training shall be designed to address both general and specific ADA issues for City departments. The ADA Coordinator shall facilitate these sessions including arranging for the attendance of key staff and providing audio-visual equipment that might be needed as well as copying material if requested. 4) The Consultant shall follow-up with the ADA Coordinator and key City staff on issues addressed during training sessions to facilitate implementation. The Consultant shall be available for meetings, phone consultations,plan reviews, ADA interpretations and opinions. The fee for these consulting services shall be on an hourly basis plus reimbursement of out of pocket project related travel expenses. Two persons shall work on this project for the Consultant, Stephen Roth,RA and Ilene Hyams. The hourly rate for Stephen Roth, RA is $150 per hour;the hourly rate for Ilene Hyams is $115 per hour. The Consultant shall invoice the City monthly. When the maximum fee of$15,000 is reached,these consulting services shall end. •