Loading...
HomeMy WebLinkAboutBW Research Partnership Inc; 2007-09-04; PWENG716AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR PUBLIC OPINION SURVEY SERVICES (BW RESEARCH PARTNERSHIP, INC.) This. Amendment No. 3 is entered into and effective as of the IO day of ALtj f/UA-f , 2010, extending and amending the agreement dated September^, WQ7 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and BW Research Partnership, Inc., a California corporation, ("Contractor") (collectively, the "Parties") for public opinion survey services. RECITALS A. On July 31, 2008, the Parties executed Amendment No. 1 to the Agreement for public opinion survey services for 2008; and B. On August 20, 2009, the Parties executed Amendment No. 2 to the Agreement for public opinion survey services for 2009; and C. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed forty nine thousand eight hundred dollars ($49,800). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by January 31, 2011. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR BW RESEARCH PARTNERSHIP, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California ~sA 4. (print name/title) (print name/title) Vefanfc^uj @ bi/ofe (e-mail address) By: ( ^^Ju^44^^ If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: ity Attorney City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEES Scope of Services o Consultation with the City of Carlsbad (City) to include review of the survey instrument with the possible addition, revision or deletion of questions based on city needs. o Select a statistically valid and geographically representative sample of residents from the City, ensuring that only residents living within the incorporated boundaries of the City are included. o Conduct a pretest of the survey (no fewer than twenty [20] complete surveys) to determine any needed changes to the survey instrument to assure the maximum possible response rate and valid responses. o Completion of a 15, 18 or 20 minute telephone survey of 1,000 residents. Select a statistically valid and geographically representative sample of residents from the City, ensuring that only residents living within the incorporated boundaries of the City are included and ensuring participation of approximately 250 citizens in each of the City's four quadrants. o Consultant will analyze the data collected where both the qualitative and quantitative data is analyzed in a scientifically valid manner. o Timeline: • 1,000 field surveys complete no later than September 30, 2010. • Draft reports submitted to City no earlier than October 15, 2010. • Final report submitted to City within 18 days of receiving city's comments on draft report. o Submittals: Provide the City with twelve (12) draft copies; twenty five (25) final copies; twenty-five (25) copies of the presentation, and one (1) digital file of the final survey report that includes: • An executive summary. • An analysis of the results. This section should include a verbal discussion on the results as well as graphic illustrations of significant findings. • A comparison, where applicable, to similar questions conducted in previous telephone surveys for the City. • A description of the sampling and survey methodologies. • Copy of the final survey instrument. o Presentations to City Staff and Citizens to include: • Leadership Team • City Council Workshop • Quarterly Management Meeting • City Council Meeting City Attorney Approved Version #05.22.01 o Provide the City with the following data: • The collected, raw data in a form that the City can continue to analyze and utilize it. • A tabulation of the outcome of all survey attempts made during the course of the survey (depending on the survey type: undeliverable surveys, number of refusals, business/disconnected numbers, numbers that were busy or not answered after X attempts, and language and age problems). • Provide the data in a manner that is clear and easy to understand, making use of graphical representations whenever possible. Optional Services o Other Professional Survey Research Services - Provide the City with other professional survey research services as required. Fees - Scope of Services Total Costs (direct and indirect costs) associated with the completion of work defined above, o Survey 15 minute survey - $32,470 18 minute survey - $36,820 20 minute survey - $39,800 Fees - Optional Services o Other Professional Survey Research Services: $10,000 City Attorney Approved Version #05.22.01 PWENG716 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR PUBLIC OPINION SURVEY SERVICES (BW RESEARCH PARTNERSHIP, INC.) ^nf1~This Amendment No. 2 is entered into and effective as of the Crv day of , 2009, extending and amending the agreement dated September 4, 200"P (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and BW Research Partnership, Inc., a California corporation, ("Contractor") (collectively, the "Parties") for public opinion survey services. RECITALS A. On July 31, 2008, the Parties executed Amendment No. 1 to the Agreement for public opinion survey services for 2008; and B. The Parties desire to alter the Agreement's scope of work to continue the public opinion survey services for 2009; and C. The Parties desire to extend the Agreement for a period of one (1) year. D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed forty nine thousand eight hundred dollars ($49,800). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by January 31, 2010. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR BW RESEARCH PARTNERSHIP, INC. a California corporation / (sign here) 4. (print name/title) (e-mail address) (sign here) (print name/title) \jbfgfticA i^blAl (e-mail address) rr CITY OF CARLSBAD, a municipal corporation of the State of California City Manager or Mayor ATTEST: LORRAIN City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorne' City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEES Scope of Services o Consultation with the City of Carlsbad (City) to include review of the survey instrument with the possible addition, revision or deletion of questions based on city needs. o Select a statistically valid and geographically representative sample of residents from the City, ensuring that only residents living within the incorporated boundaries of the City are included. o Conduct a pretest of the survey (no fewer than twenty [20] complete surveys) to determine any needed changes to the survey instrument to assure the maximum possible response rate and valid responses. o Completion of a 15, 18 or 20 minute telephone survey of 1,000 residents. Select a statistically valid and geographically representative sample of residents from the City, ensuring that only residents living within the incorporated boundaries of the City are included and ensuring participation of approximately 250 citizens in each of the City's four quadrants. o Consultant will analyze the data collected where both the qualitative and quantitative data is analyzed in a scientifically valid manner. o Timeline: • 1,000 field surveys complete no later than September 30, 2009. • Draft reports submitted to City no earlier than October 21, 2009. • Final report submitted to City within 18 days of receiving city's comments on draft report. o Submittals: Provide the City with twelve (12) draft copies; twenty five (25) final copies; twenty-five (25) copies of the presentation, and one (1) digital file of the final survey report that includes: • An executive summary. • An analysis of the results. This section should include a verbal discussion on the results as well as graphic illustrations of significant findings. • A comparison, where applicable, to similar questions conducted in previous telephone surveys for the City. • A description of the sampling and survey methodologies. • Copy of the final survey instrument. o Presentations to City Staff and Citizens to include: • Leadership Team • City Council Workshop • Quarterly Management Meeting • City Council Meeting City Attorney Approved Version #05.22.01 o Provide the City with the following data: • The collected, raw data in a form that the City can continue to analyze and utilize it. • A tabulation of the outcome of all survey attempts made during the course of the survey (depending on the survey type: undeliverable surveys, number of refusals, business/disconnected numbers, numbers that were busy or not answered after X attempts, and language and age problems). • Provide the data in a manner that is clear and easy to understand, making use of graphical representations whenever possible. Optional Services o Other Professional Survey Research Services - Provide the City with other professional survey research services as required. Fees - Scope of Services Total Costs (direct and indirect costs) associated with the completion of work defined above, o Survey 15 minute survey - $32,470 18 minute survey - $36,820 20 minute survey - $39,800 Fees - Optional Services o Other Professional Survey Research Services: $10,000 City Attorney Approved Version #05.22.01 RECEIVED JUL .16200? CERTIFICATE OF EXEMPTION ENGINEERING FROM WORKERS COMPENSATION/ EMPLOYERS' LIABILITY INSLfl!53fci™ENT I, Jaime Lynn Barrah, am the Vice President of BW Research Partnership, Inc. I hereby certify that BW Research Partnership, Inc has no employees and is not required by law to maintain workers compensation or employers' liability insurance. Should BW Research Partnership, Inc employ any person during the term of the Agreement with the City of Carlsbad for the 2007 Public Opinion Survey of Residents, then workers compensation and employers' liability insurance will be obtained. Executed on this day of }>^\ , 200^, at £&*~c . California. ime Lynn Barrah Vice President of BW Research Partnership, Inc CITY ATTORNEY APPROVED VERSION 09.05.01 AMENDMENT NO. 1 TO AGREEMENT FOR PUBLIC OPINION SURVEY SERVICES BW RESEARCH PARTNERSHIP, INC. This Amendment No. 1 is entered into and effective as of the (sQl _ day of , 2008, amending the agreement dated September 4, 2007 (the "Agreement") by<3nd between the City of Carlsbad, a municipal corporation, ("City"), and BW Research Partnership, Inc., ("Contractor") (collectively, the "Parties") for public opinion survey services. RECITALS A. The Parties desire to alter the Agreement's scope of work to continue the public opinion survey services for 2008; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed fifty-one thousand three hundred and twenty-five dollars ($51,325). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by September 4, 2009. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. City Attorney Approved Version #05.22.01 CONTRACTOR *By! sign here) A- (print name/title) w (e-mail address) *By: (J (sign here) L .Cf O (print name/title) corr\ (e-mail address) CITY OF CARLSBAD, a municipal corporation qifltbe-Stale of By: ATTEST: LORRAINE M. WOOD City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President "Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorney REV. 06/17/2008 EXHIBIT "A" SCOPE OF SERVICES AND FEES Scope of Services o Consultation with the City of Carlsbad (City) to include review of the survey instrument with the possible addition, revision or deletion of questions based on city needs. o Select a statistically valid and geographically representative sample of residents from the City, ensuring that only residents living within the incorporated boundaries of the City are included. o Conduct a pretest of the survey (no fewer than twenty [20] Complete surveys) to determine any needed changes to the survey instrument to assure the maximum possible response rate and valid responses. o Completion of a 15, 18 or 20 minute telephone survey of 1,000 residents. Select a statistically valid and geographically representative sample of residents from the City, ensuring that only residents living within the incorporated boundaries of the City are included and ensuring participation of approximately 250 citizens in each of the City's four quadrants. o Consultant will analyze the data collected where both the qualitative and quantitative data is analyzed in a scientifically valid manner. o Timeline: • 1,000 field surveys complete no later than September 26, 2008. • Draft reports submitted to City no earlier than November 12, 2008. • Final report submitted to City within 18 days of receiving city's comments on draft report. o Submittals: Provide the City with twelve (12) draft copies; twenty five (25) final copies; twenty-five (25) copies of the presentation, and one (1) digital file of the final survey report that includes: • An executive summary. • An analysis of the results. This section should include a verbal discussion on the results as well as graphic illustrations of significant findings. • A comparison, where applicable, to similar questions conducted in previous telephone surveys for the City. • A description of the sampling and survey methodologies. • Copy of the final survey instrument. Presentations to City Staff and Citizens to include: • Leadership Team City Attorney Approved Version # 05.22.01 • City Council Workshop • Quarterly Management Meeting • City Council Meeting o Provide the City with the following data: • The collected, raw data in a form that the City can continue to analyze and utilize it. • A tabulation of the outcome of all survey attempts made during the course of the survey (depending on the survey type: undeliverable surveys, number of refusals, business/disconnected numbers, numbers that were busy or not answered after X attempts, and language and age problems). • Provide the data in a manner that is clear and easy to understand, making use of graphical representations whenever possible. Optional Services o Translation Services - Translate the survey into Spanish and conduct the survey in Spanish as necessary. o Web-Based Report - Provide the City with a graphically enhanced, interactive, web version of the Final Survey Report. o Other Professional Survey Research Services - Provide the City with other professional survey research services as required. Fees - Scope of Services Total Costs (direct and indirect costs) associated with the completion of work defined above, o Survey 15 minute survey - $32,470 18 minute survey - $36,820 20 minute survey - $39,800 Fees - Optional Services o Translation Services: 15 minute survey - $1,375 18 minute survey - $1,575 20 minute survey - $1,775 o Web-Based Report: $4,750 o Other Professional Survey Research Services: $5,000 City Attorney Approved Version # 05.22.01 AGREEMENT FOR PUBLIC OPINION SURVEY SERVICES BW RESEARCH PARTNERSHIP, INC. THIS AGREEMENT is made and entered into as of the V""*" _ day of LjL*J , 2007, by and between the CITY OF CARLSBAD, a municipal Corporation, ("City"), and BW RESEARCH PARTNERSHIP, INC., ("Contractor"). RECITALS A. City requires the professional services of a Public Opinion Research Firm that is experienced in conducting public opinion surveys for public agencies. B. Contractor has the necessary experience in providing professional services and advice related to developing and conducting public opinion surveys. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for four additional one year periods or parts thereof in an amount not to exceed fifty-five thousand five hundred dollars (555,500) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. City Attorney Approved Version #11.28.06 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5 COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be fifty-five thousand five hundred dollars ($55,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. City Attorney Approved Version #11.28.06 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000.000 combined single limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and City Attorney Approved Version #11.28.06 Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.3 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the General Liability policy of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City, its officials, employees and volunteers as an additional insured with respect to liability arising out of work or operations performed by or on behalf of the Contractor. 10.2.2 Coverage shall not be canceled or materially changed except after (10) days prior written notice to City send by certified mail pursuant to the notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, City Attorney Approved Version #11.28.06 and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: For Contractor: Name: Joe Garuba Name: Josh Williams Title: Senior Management Analyst Title: President Department: City Manager Address: 2541 State Street. Suite 108, City of Carlsbad Carlsbad. CA 92008 Address: 1200 Carlsbad Village Drive, Phone No.: 760-730-9329 Carlsbad, CA 92008 Phone No. 760-434-2893 fcach party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. City Attorney Approved Version #11.28.06 Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply wilh those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #11.28.06 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment pioceeding as the result of which ConUactor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #11.28.06 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the,State of California here) Josh Williams, President (print name/title) |williams(g)bwresearch.com City Manager or Mayor ATTEST: e-mail address) "By:, (sign here) Jaime L Barrah, CFO, •aO SI (// RRAJNE M. ity Clerk OD (print name/title) Jbarrah@bwresearch.com (e-mail address) City Attorney Approved Version #11.28.06 If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *GroupA. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vicc-Presidcnt CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONAL0>TB^LL, Cjiy-AttoThey Jeputy City Attorney City Attorney Approved Version #04.01.02 EXHIBIT "A" SCOPE OF SERVICES CITY OF CARLSBAD PUBLIC OPINION SURVEY Scope of Services o Consultation with the City of Carlsbad (City) to include review of the survey instrument with the possible addition, revision or deletion of questions based on city needs. o Select a statistically valid and geographically representative sample of residents from the City, ensuring that only residents living within the incorporated boundaries of the City are included. o Conduct a pretest of the survey (no fewer than twenty [20] complete surveys) to determine any needed changes to the survey instrument to assure the maximum possible response rate and valid responses. o Completion of a 15, 18 or 20 minute telephone survey of 1,000 residents. Select a statistically valid and geographically representative sample of residents from the City, ensuring that only residents living within the incorporated boundaries of the City are included and ensuring participation of approximately 250 citizens in each of the City's four quadrants. o Consultant will analyze the data collected where both the qualitative and quantitative data is analyzed in a scientifically valid manner. o Timeline: • 1,000 field surveys complete no later than September 28, 2007. « Draft reports submitted to City no earlier than November 13, 2007. » Final report submitted to City within 18 days of receiving city's comments on draft report. o Submittals: Provide the City with twelve (12) draft copies; twelve (12) final copies and one (1) digital file of the final survey report that includes: • An executive summary. • An analysis of the results. This section should include a verbal discussion on the results as well as graphic illustrations of significant findings. • A comparison, where applicable, to similar questions conducted in previous telephone surveys for the City. City Attorney Approved Version #04.01.02 10 • A description of the sampling and survey methodologies. • Copy of the final survey instrument. o Presentations to City Staff and Citizens to include: • Leadership Team • City Council Workshop « Quarterly Management Meeting • City Council Meeting o Provide the City with the following data: • The collected, raw data in a form that the City can continue to analyze and utilize it. • A tabulation of the outcome of all survey attempts made during the course of the survey (depending on the survey type: undeliverable surveys, number of refusals, business/disconnected numbers, numbers that were busy or not answered after X attempts, and language and age problems). • Provide the data in a manner that is clear and easy to understand, making use of graphical representations whenever possible. Optional Services o Translation Services — Translate the survey into Spanish and conduct the survey in Spanish as necessary. o Internet Survey - Program a web version of the resident survey, host and collect data from the Internet survey, provide real-time reports of internet survey results, develop topline-results from the Internet survey, create a double opt-in response from the survey to develop a database of valid Carlsbad resident e-mails and contact information for future City research, create and maintain a web-page devoted to recruiting Carlsbad residents to join the research panel, and maintain and develop the research panel for 12 months. o CIS Point Data File - Provide the City with a CIS point data file in FSRI shapefile format. o Wen-Rased Report - Provide the City with a graphically enhanced, interactive, web version of the Final Survey Report. City Attorney Approved Version #04.01.02 11 Fees - Scope of Services Total Costs* (direct and indirect costs) associated with the completion of work defined above, o Survey 15 minute survey - $32,645 18 minute survey - $36,995 20 minute survey - $39,975 *lncludes projected increases in the cost of operation/inflation and projected wage increases Fees - Optional Services o Translation Services: 15 minute survey- 51,375 18 minute survey - $1,575 20 minute survey - $1,775 o Internet Survey: $7,750 o CIS Point Data File: $1,250 o Web-Based Report: 54,750 City Attorney Approved Version #04 01.02 12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On *>J-J(*,?Oo7 before me, Date ' personally appeared NamJ/and Title of OffKei•(e^^Jani-Qoe, Notary Public") / Name(s) oTSigner(s) D personally known to me * ^ SHERRY A. FRBSINGfR CommlMton * 1727064 I Notary Public - California I •4Mfc ^* ^^MMfcJM «•San (N«go County ami t Place Notary Seal Above to me on the basis of satisfactory evidence) to be the personj^ whose namej^f is/ai^subscribed to the within instrument and acknowledged to me that hj^she/they executed the same in hjsVher/thetf authorized capacity(ieyk), and that by h^'/her/the'ir signaturej#f on the instrument the person^), or the entity upon behalf of which the personp^) acted, executed the instrument. WITNESS my hand/and official seal. Signature^ OPTIONAL z Sigi illabThough the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date:. Signer(s) Other Than Named Above: Number of Pages: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:. RIGHT THUMBPRINT OF SIGNER Top of thumb here O 2006 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 v609 Reorder: Call Toll-Free 1 -800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On i Date ' personally appeared before me, } . Name ancQitle of Officer^e.g., "Jane qg Nota/y Public") n Namefs) of Signer(s) SHERRY A. FREISINGER Commission* 1727064 Notary Public - California | San Dtogo County Place Notary Seal Above D personally known to me &tor proved to me on the basis of satisfactory evidence) to be the person^) whose name^ is/afe' subscribed to the within instrument and acknowledged to me that he/she^th^y executed the same in his/her/their authorized capacity(ie<^, and that by his/hjeVthefr signature^ on the instrument the person^, or the entity upon behalf of which the person^ acted, executed the instrument. WITNESS my hand and official seal. Signature OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date:. Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:. RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2006 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 v609 Reorder: Call Toll-Free 1 -800-876-6827 RECEIVED JUL 16200? CERTIFICATE OF EXEMPTION ENGINEERING FROM WORKERS COMPENSATION/ EMPLOYERS' LIABILITY I, Jaime Lynn Barrah, am the Vice President of BW Research Partnership, Inc. I hereby certify that BW Research Partnership, Inc has no employees and is not required by law to maintain workers compensation or employers' liability insurance. Should BW Research Partnership, Inc employ any person during the term of the Agreement with the City of Carlsbad for the 2007 Public Opinion Survey of Residents, then workers compensation and employers' liability insurance will be obtained. II day of >|jLxil«^ . 200^, atExecuted on this day of >jLx« . 200, at QjO^- , California. ime Lynn Barrah Vice President of BW Research Partnership, Inc CITY ATTORNEY APPROVED VERSION 09.05.01