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HomeMy WebLinkAboutBW Research Partnership Inc; 2014-10-09;AGREEMENT FOR PUBLIC OPINION RESEARCH BW RESEARCH PARTNERSHIP, INC. THIS AGREEMENT is made and entered into as of the day of Dcfhti^ , 20i^, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Bw'RESEARCH PARTNERSHIP, INC., a Califomia Corporation ("Contractor"). RECITALS A. City requires the professional services of a public opinion research company experienced in conducting focus group studies about city issues. B. Contractor has the necessary experience in providing professional services and advice related to conducting focus group studies for city issues. C. 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 Exhibrt "A", which is incorporated by this reference in accordance with this Agreement's terms and condrtions. 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 rts professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. City Attorney Approved Version 1/30/13 5. COMPENSATION ^ ... .^^^^^^ The total fee payable for the Services to be performed during the Agreement term shall not exceed fifteen thousand eight hundred and seventy five dollars ($15,875), billed according to the following: Focus Groups with Residents 4 Focus Groups (2 evenings) Follow-up Recruitment & Sampling Plan Audio Visual Set-up and Recording Participant Incentives ($75 each) Facility Set-up including Food & Beverages Moderation & Participant Profile Development Produce Report of Findings (digital copy) $3,750 $1,350 $3,600 $925 $3,500 $2,750 Sub-Total of Focus Groups $15,875 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 Exhibrt "A". Incremental payments, rt 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 pursurt 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 consurt 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 behart of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behart of Contractor or its employees or subcontractors. Contractor agrees to indemnify City wrthin 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 behart 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 wrthout 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 ofthis 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 1/30/13 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 behart 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 eariy 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 wrth 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-:VH". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) wrth a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limrtations 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 addrtional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limrt 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 uncler this Agreement orthe general aggregate will be twice the required per occurrence limrt. 10.1.2 Automobile Liabilitv. (rt the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limrt per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required rt Contractor has no employees and provides, to City's satisfaction, a declaration stating this. City Attorney Approved Version 1/30/13 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with lirpits of not less than $1,000,000 per claim. Coverage must be maintained for a penod^oU^^ears following the date of completion of the work. I I If box is checked. Professional Liability City's Initials CjxMractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled wrthout thirty (30) days prior written notice to City sent 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 Carisbad 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 wrth respect to costs incurred under this Agreement. All records will be cleariy identiflable. Contractor will allow a representative of City during normal business hours to examine, audrt, 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, 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. City Attorney Approved Version 1/30/13 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 behart of City and on behart of Contractor under this Agreement. For Citv . For Contractor Name T)A>Krt^n S- Da<97A;^ ft.t>. Name XJOSIA Wii(l(m\S Trtle /)-S$;$-^ 0,'-»-^ lAarxAnjec Titie PPe^iA^^ Department Ci'-J-^i D/lay^aOQ/i. Address S4:, Su^l3 City of Clmsbad ^ g^l^b^ ^P-^Og Address iZoO GxHS^^ \Jil\<^ Or: Phone No. 7^0-^30 - ^.^ Gd^^glA I CA ^lOt>2 Email j uJj 111 (o> biMre-5<^rJ\. Phone No. l(ffx> -434--2g29 Each 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 Contractor shall file a Conflict of Interest Statement wrth the City Cterk in accordance wrth the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 wrth these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services wrth 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 wrth those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibrting 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 othenwise 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 fonwarded to both parties involved along wrth recommended methods of resolution, which would be of benefrt to both parties. The representative receiving the letter will reply to the letter along wrth a City Attorney Approved Version 1 /30/13 recommended method of resolution wrthin ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded 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 prohibrt the parties from seeking remedies available to them at law. 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 flnal 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 resurting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement wrthout liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount ofthe 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 Irtigation or in conjunction wrth litigation. Contractor acknowledges that rt a false claim is submitted to City, rt may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg., 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 entrtled 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 proceeding as the resurt of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. City Attorney Approved Version 1 /30/13 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. Nerther this Agreement or any part of rt nor any monies due or to become due under it may be assigned by Contractor wrthout the prior consent of City, which shall not be unreasonably wrthheld. 25. ENTIRE AGREEMENT This Agreement, together wrth any other written document referred to or contemplated by rt, along wrth the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of rt. In case of conflict, the terms of the Agreement supersede the purchase order. Nerther this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a wrrting signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in rt on behart of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and condrtions of this Agreement. CONTRACTOR (sign here) (print name/trtle) (sign hereT' (print name/title) J CITY OF CARLSBAD, a municipal corporation of the State of California City-IWahagor or Mayor or Division Director as authorized by the City Manager Kristina Ray, Communications Manager ATTEST: BARBARA ENGLES City Clerk City Attorney Approved Version 1/30/13 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: CELIAA. BREWER^ityAttorney BY: City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES Contractor will complete complete 2 evenings (4 focus groups) of resident focus groups, as specified by the City of Carlsbad communications manager. The cost estimate is based on the assumption of using a City of Carisbad facility (such as the Library Learning Center) and initially recruiting from individuals who have indicated their willingness to participate during the 2014 resident safisfaction survey conducted by BW Research Partnership. Twelve participants will be recruited for each focus group with the expectation that 8 to 10 will show up. Each focus group will last approximately 80 minutes, and each participant will receive a $75 Visa card as an incentive to participate. BW Research will work with the City of Carisbad communication manager to determine the demographic and psychographic make up of the groups that will be recruited. After the focus groups have been completed, BW Research will produce a report of findings that can be Incorporated into the resident survey report or produced as a stand-alone document. Budget includes in-person meetings with city staff to develop project plan, review findings and present findings. Focus Groups with Residents 4 Focus Groups (2 evenings) Follow-up Recruitment & Sampling Plan Audio Visual Set-up and Recording Participant Incentives ($75 each) Facility Set-up including Food & Beverages Moderation & Participant Profile Development Produce Report of Findings (digital copy) $3,750 $1,350 $3,600 $925 $3,500 $2,750 Sub-Total of Focus Groups $15,875 City Attorney Approved Version 1/30/13