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HomeMy WebLinkAboutMOA with MDC for Polling Services Regarding a Multi-Purpose Event CenterMEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO MDC FOR POLLING SERVICES REGARDING A MULTI-PURPOSE EVENT CENTER This MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO MDC FOR POLLING SERVICES REGARDING A MULTI-PURPOSE EVENT CENTER ("Agreement") is made this Q day of February, 2016 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Meridian Development Corporation, an urban renewal agency organized under the laws of the State of Idaho ("MDC"). WHEREAS, MDC and the City desire to cooperate and work together regarding obtaining polling data from the community regarding the public's opinion regarding having a multi-purpose event center in the community; WHEREAS, MDC has an agreement with Hilltop Public Solutions to perform the polling services described in the resolution and scope of work attached hereto as Exhibit A, for the sum of sixteen thousand eight hundred dollars ($16,800.00); WHEREAS, City is willing to contribute toward this endeavor an amount not to exceed eight thousand, one hundred dollars ($8,100.00); MDC is willing to contribute an amount not to exceed eight thousand, one hundred dollars ($8,100.00); the Meridian Chamber of Commerce is willing to contribute an amount not to exceed three hundred dollars ($300), and the Meridian Downtown Business Association is willing to contribute an amount not to exceed three hundred dollars ($300); NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: I. MDC Is RESPONSIBILITIES. A. Performance of Polling Services. MDC will engage Hilltop Public Solutions ("HPS") to perform polling services regarding the public's support for a multi-purpose center to possibly be located in the City and the MDC boundaries. MDC will work with HPS and with the City to develop the parameters of the poll to be conducted by HPS. MDC will share the report and results of the poll with the City. MDC shall pay HPS in full for services rendered, in accordance with MDC's approved scope of work with HPS, a copy of which is attached hereto as Exhibit A. B. Contribution; Invoice City. For services rendered by HPS, MDC and City shall each contribute an amount not to exceed eight thousand, one hundred dollars ($8,100). II. CITY'S RESPONSIBILITIES. MEMORANDUM OF AGREEMENT FOR MULTI-PURPOSE CENTER POLL CONTRIBUTION PAGE I OF 14 A. Payment. Within thirty (30) days of receipt of MDC's invoice, City shall provide payment to MDC in the amount of eight thousand, one hundred dollars ($8,100.00). B. Appropriation. Notwithstanding anything in this Agreement to the contrary, City's obligations under this Agreement to provide payment to MDC as described herein shall be subject to and dependent upon appropriations being made by the City Council for such purpose. 111. GENERAL TERMS. A. Term. This Agreement begins immediately upon execution and shall remain in effect through September 30, 2016. B. Notice. Notice required to be provided by either of the parties under this Agreement shall be in writing and be deemed communicated when mailed by United States Mail, addressed as follows: City: City of Meridian City Attorney's Office 33 E. Broadway Avenue Meridian ID 83642 MDC: Meridian Development Corporation 104 East Fairview Avenue #239 Meridian ID 83642 Either party may change its address for the purpose of this paragraph by giving formal notice of such change to the other in the manner herein provided. C. Entire agreement; modification. This Agreement embodies the entire agreement and understanding between the parties pertaining to the subject matter of this Agreement, and supersedes all prior agreements, understandings, negotiations, representations, and discussions, whether verbal or written, of the parties pertaining to that subject matter. The Agreement may not be changed, amended, or superseded unless by means of writing executed by both Parties hereto. D. Termination. Either party may terminate this Agreement in whole, or in part, due to convenience, nonappropriation, or when either or both parties agree that the continuation of the project is not in the parties' best interest, by providing thirty (30) days written notice. E. Hold harmless. For purposes of or in furtherance of this Agreement, each party and each of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees, shall save and hold harmless the other party from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by either party or any employee, agent, contractor, official, officer, servant, guest, and/or invitee thereof. F. Severability. If any part of this Agreement is held to be invalid or unenforceable, such MEMORANDUM OF AGREEMENT FOR MULTI-PURPOSE CENTER POLL CONTRIBUTION PAGE 2 OF 14 holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion, The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if any invalid or unenforceable provision were omitted. G. Applicable Law. The Agreement shall be governed by the laws of the State of Idaho and jurisdiction for any disputes arising hereunder shall be in the Fourth Judicial District, Ada County, State of Idaho. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this day of December, 2015. MERIDIAN DEVELOPMENT CORPORATION: 4zo'.e By: , Chairman CITY OF MERIDIAN: j� City of i���iG�l��l R' FDAP1O, 2 � Spm, TFC �4 Attest: Dave Winder, Secretary Attest: Holman, City Clerk MEMORANDUM OF AGREEMENT FOR MULTI-PURPOSE CENTER POLL CONTRIBUTION PAGE 3 Or 14 Exhibit A — Approved HPS Scope of Work ATTACHED MEMORANDUM OF AGREEMENT FOR MULTI-PURPOSE CENTER POLL CONTRIBUTION PAGE 4 OF 14 MERIDIAN DEVELOPMENT CORPORATION PROFESSIONAL SERVICES AGREEMENT (POLLING SERVICES) This Professional Services Agreement ("Agreement") is made effective this 13th day of May, 2015 by and between MERIDIAN DEVELOPMENT CORPORATION, an Independent public body corporate and politic, organized and existing under the laws of the State of Idaho and known as the urban renewal agency of the City of Meridian, Idaho ("MDC'), and Hilltop Public Solutions, , an Corporation/Company ("Consultant"). WHEREAS, MDC desired to conduct polling to determine the public sentiment regarding a potential multipurpose center within the City of Meridian and Consultant submitted a proposal which was selected by MDC; and WHEREAS, Consultant has the requisite skill and experience to conduct the desired polling services and MDC desires to hire Consultant to provide said polling services. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT Consultant agrees to provide professional polling services pursuant to the terms and conditions of this agreement. 1. SCOPE OF SERVICES, COMPENSATION AND TERM: The Scope of Services to be performed by Consultant is attached hereto as Exhibit A and incorporated by reference' herein. Any conflict between the language in Exhibit A and the language in the main body of this Agreement shall be governed by the language contained in the main body of this Agreement. The Parties agree that Consultant will perform the 10 minute Survey with the number of completed surveys being 500 and the compensation for these services shall be Sixteen Thousand Eight Hundred Dollars ($16,800.00) as described in the Scope of Services. MDC is working with the following entities as Designated Partners: the City of Meridian, the Meridian Chamber of Commerce and the Meridian Downtown Business Association. MDC is the final decision maker regarding the polling and terms of this Agreement; however, MDC will coordinate meetings and input from its Designated Partners and Consultant agrees to work with MDG and its Designated Partners to develop the questions to be used in the polling under the Scope of Services. Consultant will provide MDC a final report as described in the Scope of Services along with the survey data, response and results generated from the polling services. Consultant will present the final report to the MDC Board at a scheduled meeting of the MDC Board. MDC may share the final report and other items delivered under this Agreement with its Designated Partners. The term of this Agreement shall commence on November 15, 2015 and shall expire on May 30, 2016 or upon completion of the Scope of Services, whichever occurs first. This Agreement may be earlier terminated in accordance with the provisions contained herein. 2. AMOUNT AND METHOD OF PAYMENT: MDC agrees to pay Consultant for services rendered under this Agreement as noted in Exhibit A. (a) Consultant shall maintain time and expense records and make them available to MDC upon request. Each invoice submitted shall specify charges as they relate to the tasks in the Scope of Services. Each invoice shall also specify current billing and previous payments, with a total of costs Incurred and payments made to date. (b) Any appropriate reimbursable expenses shall be billed to MDC at actual cost to Consultant with no mark-up. Any reimbursement for travel related expenses must be approved in advance and in writing by MDC. (c) All invoices shall be paid by MDC within forty-five (45) days of receipt of proper invoice. (d) If the services subject to a specific invoice do not meet the requirements of this Agreement, as MDC may determine, MDC shall notify Consultant in writing and provide specific deficiencies in the work that do not meet the requirements. Consultant shall have seven (7) working days to correct or modify the work to comply with the requirements of the Agreement as set forth in MDC's written notice. If MDC again determines the work fails to meet the requirements, MDC may withhold payment until deficiencies have been corrected to MDC's satisfaction. 3. RIGHT OF CONTROL: MDC agrees that it will have no right to control or direct the details, manner, or means by which Consultant accomplishes the results of the services performed hereunder. Consultant has no obligation to work any particular hours or days or any particular number of hours or days. Consultant agrees, however, that its other contracts and services shall not interfere with its performance under this Agreement and that Consultant shall meet all deadlines imposed by MDC. MDC agrees to make reasonable efforts to coordinate project schedules and respective commencements and deadlines with other consultants that are part of any project team. 4. INDEPENDENT CONSULTANT RELATIONSHIP: Consultant is an independent consultant/contractor and is not an employee, servant, agent, partner, or joint venture of MDC. MDC shall determine the work to be done by Consultant, but Consultant shall determine the legal means by which it accomplishes the work specified by MDC. This Agreement shall not be construed to create any employer-employee relationship between MDC and Consultant. 5. RECORDS ACCESS AND AUDITS: Consultant shalt maintain complete and accurate records with respect to costs incurred and manpower expended under this Agreement. All such records shall be maintained according to generally accepted accounting principles, shall be clearly identified, and shall be readily accessible. Such records shall be available for review by MDC representatives for three (3) years after final payment. Copies shall be made available to MDC upon request. 6. FEDERAL, STATE AND LOCAL PAYROLL TAXES: Neither federal, state or local income taxes, nor payroll taxes of any kind shall be withheld and paid by MDC on behalf of Consultant or the employees of Consultant. Consultant shall not be treated as an employee with respect to the services performed hereunder for federal or state tax purposes. Consultant understands that Consultant is responsible to pay, according to law, Consultant's income tax. Consultant further understands that Consultant may be liable for self-employment (Social Security) tax to be paid by Consultant according to law. 7. LICENSES AND LAW: Consultant represents that it possesses the requisite skill, knowledge, and experience necessary, as well as all licenses required to perform the services under this Agreement. Consultant agrees to comply with all applicable Meridian City Code and any amendments thereto, the laws of the State of Idaho, any other applicable ordinances, and codes of Federal, State, and local governments in the performance of the services hereunder. Professional Services Agreement — Polling Hilltop Public Solutions Page 2 8. FRINGE BENEFITS: Because Consultant is engaged in its own independently established business, Consultant is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plans of MDC. 9. INDEMNIFICATION: Consultant shall agree to indemnify and save and hold harmless MDC and its Designated Partners, and their respective officers, appointed officials, employees and consultants, from and for any and all losses, claims, actions, judgment for damages, or injury to persons or property and losses and expenses and other costs, including without limitation, litigation costs and attorney's fees, arising out of, resulting from, or in connection with Consultant's performance the Scope of Services under this Agreement. 10. INSURANCE AND WORKER'S COMPENSATION: Consultant shall at all times during its Contract or Agreement with MDC maintain liability insurance in the minimum amounts as follows: General Liability ($2,000,000.00) per Incident or occurrence, Professional Liability/errors and omissions ($1,000,000,00) aggregate, automobile liability insurance ($1,000,000.00) per incident or occurrence. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless MDC and its Designated Partners, and if MDC and/or its Designated Partners become liable for an amount in excess of the insurance limits herein provided, Consultant covenants and agrees to indemnify and save and hold harmless MDC and its Designated Partners from any and all such losses, claims ,actions or judgments for damages or injury to persons or property resulting from or in connection with the performance of this Agreement by the Consultant or Consultant's officers, employees, agents representatives or subcontractors. Consultant shall maintain in full force and effect worker's compensation for Consultant and any agents, employees at all times within this Agreement or any extensions thereto in accordance with the laws of the State of Idaho. 11, EQUIPMENT, TOOLS, MATERIALS, SUPPLIES: Consultant shall supply, at Consultant's sole expense, all equipment, tools, materials, and/or supplies to accomplish the services to be provided herein. 12. PROPRIETARY RIGHTS AND PUBLIC RECORDS: All data, materials, reports, results, maps, graphics, tables, memoranda, and other documents or products developed under this Agreement, whether finished or not, shall become the property of MDC, shall be forwarded to MDC at its request, and may be used by MDC for any business purpose. Consultant understands and agrees that MDC is a public entity and this Agreement and the reports and other items generated for MDC under this Agreement are subject to the public records laws of the State of Idaho. 13. CONFIDENTIALITY: Consultant agrees to maintain confidentiality of all work product produced under this Agreement, including both interim and draft, materials, reports, maps, graphics, tables, memoranda, and other documents unless and until MDC signifies its written approval that such work product may be published as final work product. MDC reserves the right to distribute the final work product as it sees fit provided that Consultant may use final reports as approved and adopted by the Meridian Development Corporation Board of Commissioners in the marketing of its firm. 14. ENTIRE AGREEMENT: This Agreement, along with any and all Exhibits attached hereto and incorporated herein by reference, contains the entire Agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. Professional Services Agreement— Polling Hilltop Public Solutions Page 3 15. GENERAL ADMINISTRATION AND MANAGEMENT: The Administrator of MDC or his/her designee shall be MDC's representative and shall oversee and approve all services to be performed, coordinate all communications, review and approve all invoices, and carry out any and all tasks as may be required under this Agreement. 16. CHANGES: MDC reserves the right to makes changes from time to time in the scope of services to be performed hereunder. Such changes, including any increase or decrease in Consultant's compensation, which are mutually agreed upon by and between MDC and Consultant, shall be incorporated in written amendments to this Agreement. 17. AMENDMENTS: This Agreement may be amended only in writing upon mutual agreement of both MDC and Consultant. 18. ASSIGNMENT: It is expressly agreed and understood by the parties hereto that Consultant shall not have the right to assign, transfer, hypothecate, or sell any of its rights under this Agreement except upon the prior express written consent of MDC. 19. TERMINATION OF AGREEMENT: (a) TERMINATION BY MDC: MDC reserves the right to terminate this Agreement at any time, with or without cause or for any reason or no reason, by giving at least fifteen (15) days' notice in writing to Consultant. If this Agreement is terminated by MDC as provided herein, Consultant shall be paid an amount for work completed to the date specified in the notice of termination and based on an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of Consultant covered by the Scope of Services, less payment or compensation previously made. (b) TERMINATION BY CONSULTANT: The obligation to provide further services under this Agreement may be terminated by Consultant upon thirty (30) days' written notice. Such termination may be with or without cause or for any reason or no reason. If this Agreement is terminated by Consultant, Consultant shall be paid for services rendered and for reimbursable expenses incurred to the date of such termination. 20. NOTICES: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this Agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: To MDC: Ashley Ford, Administrator Meridian Development Corporation 104 East Fairview Avenue #239 Meridian ID 83642 To Consultant: Maria Weeg 702 W, Idaho Street Suite 1100 Boise, ID 83702 Professional Services Agreement— Polling Hilltop Public Solutions Page 4 21. DISCRIMINATION PROHIBITED: In performing the services required herein, Consultant agrees not to discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or handicap. Violation of this section shall constitute a material breach of this Agreement and deemed grounds for cancellation, termination, or suspension of the Agreement by MDC, in whole or in part, and may result in ineligibility for further work for MDC. 22. STANDARD OF SERVICE: Consultant shall provide for MDC professional polling services as described in this Agreement. These services will be performed in accordance with generally accepted professional practices for such polling services. Consultant makes no other warranty either expressed or implied. 23. NONWAIVER: Failure of either party to exercise any of the rights under this Agreement or breach thereof shall not be deemed to be a waiver of such right or a waiver of any subsequent breach. 24. APPLICABLE LAW: Any dispute under this Agreement or related to this Agreement shall be decided in accordance with the laws of the state of Idaho with venue for any disputes to occur exclusively in Ada County, Idaho. 25. SEVERABILITY: If any part of this Agreement is held unenforceable, the remaining portions of the Agreement will nevertheless remain in full force and effect. 26. ATTORNEY FEES: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to costs and reasonable attorneys' fees as determined by a court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination, or forfeiture of this Agreement. 27, DISPUTES: In the event that a dispute arises between MDC and Consultant regarding application or interpretation of any provision of this Agreement, the aggrieved party shall promptly notify the other party to this Agreement of the dispute within ten (10) days after such dispute arises. If the parties shall have failed to resolve the dispute within thirty (30) days after delivery of such notice, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation or other process of structured negotiation under the auspices of a nationally or regionally recognized organization providing such services in the Northwestern States or otherwise as the parties may mutually agree before resorting to litigation. Should the parties be unable to resolve the dispute to their mutual satisfaction within thirty (30) days after such completion of mediation or other process or structured negotiation, each party shall have the right to pursue any rights or remedies it may have at law or in equity. 28. SUCCESSORS IN INTEREST: The provisions of this Agreement shalt be binding upon and shall inure to the benefit of the parties hereby and their respective successors and assigns. Professional Services Agreement — Polling Hilltop Public Solutions Page 6 IN WITNESS WHEREOF, MDC and Consultant have executed this Agreement as of the date noted below. MERIDIAN DEVELOPMENT CORPORATION By: r Jjj'— Jim Escobar, Chairman Date: 1/14/16 7 Attest: 4 Dave Winder, Secretary CONSULTANT By. Its: Date: Professional Services Agreement - Polling Hilltop Public Solutions Page 6 Exhibit A -- Scope of Services Professional Services Agreement— Polling Hilltop Public Solutions Page 7 Hilitop uPuP blit - iution s MEMORANDUM TO: Meridian Development Corporation FROM: Maria Weeg & Ben Patinkin, Hilltop Public Solutions RF_- Scope of Work For over a year the City of Meridian has been engaged in an in-depth analysis and creation of an economic development strategy to address the increasing need to provide additlonai meeting space, civic space and an economic anchor for Meridian's downtown corridor. The time Is ripe for Meridian to act The launch of New Ventures Lab will draw entrepreneurs to downtown Meridian and the move by the Boise Centre to add additional space and market to larger conventions opens up the opportunity for Meridian to host the smaller, regional conferences that have been the hallmark of the Boise Centre. The City of Meridian currently has before it several exciting proposals for catalyst projects — a convention center and anchor hotel and a new performing arts center — that can anchor Meridian's downtown and provide a center to the growing community. Necessary to do that is the creation of two special districts that can provide the revenue stream to support the development The City of Meridian will need to create an Auditorium District and a Community infrastructure District and then go back to voters and ask them to approve a general obligation bond to begin development At Hilltop, we specialize in engaging community members in direct ways to amplify support for public policy initiatives and deliver the votes necessary to move projects forward. We have passed library bonds, increased funding for public safety, passed mill levies to build new schools, and most recently delivered a stunning 76.3% of the vote for the Boise Fire nand. We win elections by engaging the community directly and using cutting edge electoral techniques to target the voters we need. We understand the complexity of the project you are about to undertake — the districts are created through different mechanisms and the timeline (not to mention the Mayor's important re-election this NJ) need to be considered carefully and planned accordingly. To begin, it is critical to undertake the research necessary to understand the appetite Meridian residents have for the project, and their willingness to participate in funding it. We bring to the table extensive experience in all facets of the research process; from qualitative and quantitative research design and data analysis, to weh-tesdng ads, to weighing in on IVR studies and micro targeting, we've done it all. O 2012 Hilltop Public Solutions I All Rights Reserved I Proprietary and Confidential Professional Services Agreement — Polling Hilltop Public Solutions Page 8 Scope of Wort: Phase I: understanding the playing field Before we begin our research, we want to take the time to truly understand your project background and goals. To do thls, we'll need all the information you have available: news clips, past literature, research, etc. Once we've digested these data, we will meet with your team to dig deeper. We want to unearth all the hypotheses, themes, priorities, recommendations, and pitfalls that we expect to encounter. This ensures that we've literally covered all of our bases and have left no stone unturned as we begin the research process. Some of the questions we'd seek to answer through (but are not limited to): • How do respondents feel the economy, in the City of Meridian is doing? • How do respondents perceive their current access to performing arts and meeting spaces? • How do respondents feel the City is doing In terms of its delivery of services and spending of tax dollars? • How do respondents feel about creating new tax districts? • Do they see any real urgency or need for this project? If not, how do we best communicate the need? • What bond components garner the most support and which ones should be kept off the table? • Are voters sensitive to price? • How do voters react to an Initial question and title? • Which respondents represent our target audience (those we most need to contacdeducate)? Phase 2: One 10 to 12 minute survey among 400 to 500 likely voters We propose conducting an initial survey between 10 to 12 minutes long among n=400 likely November 201b voters in the City of Meridian. Knowing we may not choose to appear on the ballot in the November general election, we would recommend including an oversample of n=100 additional voters that fit into a potentially different electorate. This survey will ascertain support and opposition to the two proposed tax districts, and will also include testing of the potential bond components, We may also be able to test some landscape questions to assess perceived need and Impressions of the project The survey questionnaire will be developed with the full collaboration of your team and will be subject to intense debate and review. By the time we reach a finalized survey draft:, every member of your team should understand how and why questions are asked a certain way. In the usual scenario, several drafts are produced and no survey is ever fielded until the client Is satisfied with the product That said, we are prepared to move at whatever pace best suits the needs of this campaign. We know how to ask the right questions to get the right answers that help position your campaign for success. For example, we typically ask a number of similar questions to help triangulate in on one @ 2012 Hilltop Public Solutions I All Rights Reserved I Proprietary and Confidential Professional Services Agreement — Polling Hilltop Public Solutions Page 9 I set of findings, using a combination of direct questioning and analytical techniques to tease out respondents' opinions, their priorities, and values to help develop a communications frame that is most likely to resonate with them. In addition, we'll rely on spat sample simulations where we divide the survey universe in half at random and then ask similar, yet slightly differently worded questions, Because the only difference in the questions is the Information provided, we can then determine what word, value or data point is most likely to resonate with our target audience. Demographic questions will be asked to determine how different population subgroups respond to the issues at hand. These questions include, but are not limited to things like education, age, party Identification and gender. We'll also want to delve into cermin lifestyle and personal habits such as parental status and homeownership, as well as geographic location. We will be available to discuss preliminary findings with your team when the survey exits the field. Topline results are available within 24 hours and cross -tabulated data is available within 48 hours, Once you receive these, we'll get to work on the final presentation. Our final strategic analysis takes the form of a comprehensive PowerPoint report, incorporating topline data, crosstabular and multivariate analysis as well as strategic recommendations, The analysis is usually delivered two weeks after the completion of the survey. Budget We've outlined below costs for this research project Please note that prices include everything except travel, which is billed at cost We require 75% of the cost of survey research before we enter the field. The remainder is due upon completion of our strategic analysis. Fm �i rr ®: •rr er ® 2062 Hilltop Public Solutions I All Rights Reserved I proprietary and Confidential Professional Services Agreement— Polling Hilltop Public Solutions Page 10