HomeMy WebLinkAboutProfessional Service Agreement with Opinion Research Corporation for Citizen Survey ContractAGREEMENT FOR PROFESSIONAL SERVICES
Citizen Survey
Project 10200
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this ~ day
of September , 2010, and entered into by and between the City of Meridian, a
municipal corporation organized under the laws of the State of Idaho, hereinafter
referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and
Opinion Research Corporation hereinafter referred to as "Consultant", with an office at
600 University St Ste 2704 Seattle WA 98101-4151.
INTRODUCTION
Whereas, the City has a need for services involving Citizen Survey ;
and
WHEREAS, the Consultant is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
Scope of Services:
1.1 Consultant shall perform and furnish to the City upon execution of
this Agreement and receipt of the City's written notice to proceed, all
services, and comply in all respects, as specified in the document titled
"Scope of Services" a copy of which is attached hereto as Attachment "A"
and incorporated herein by this reference, together with any amendments
that may be agreed to in writing by the parties.
1.2 Except with respect to Consultant's Intellectual Property, all of
Consultant's work product under this Agreement and all concepts,
inventions, ideas, patent rights, data, materials, trademarks, and
copyrights which are related to, arise out of, or in connection with (i)
Consultant's work product or (ii) any and all Services performed by
Consultant pursuant to this Agreement will be the exclusive property of,
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and all ownership rights shall vest in, the City. Consultant agrees to sign
all necessary documents or take such other actions as City may
reasonably request in order to perfect any and all such rights.
1.3 Except with respect to Consultant's Intellectual Property, the
parties expressly agree that all works created pursuant to this Agreement
are Works Made For Hire, as defined in the U.S. Copyright Act, 17 U.S.C.
101, and shall vest in City as author. All other work product, whether
copyrightable or not, including without limitation, any works which may be
deemed by a competent authority not to be Works Made For Hire created
pursuant to this Agreement, are hereby assigned to the City by
Consultant, including without limitation, all right, title and interest in and to
the copyright thereof throughout the world, including all renewals and
extensions thereof and including the right to make and distribute copies in
any media, to translate, and/or make derivative works therefrom.
Consultant agrees to execute and to secure the execution from the
applicable authors retained by Consultant all registrations, assignments,
transfer documents and other instruments necessary or desirable in the
reasonable opinion of the City to record any assignment or registration of
copyright or other transfer of ownership in any work transferred to City
pursuant to this Agreement.
1.4 City shall retain no interest in Consultant's Intellectual Property.
"Consultant's Intellectual Property" shall consist of proprietary information of
Consultant including, without limitation, any materials, questionnaires,
trademarks, methods, inventions, discoveries, information, reports, testing
methods, practices, procedures, test apparatus, equipment, ideas,
documentation, business plans, services, databases, software, or processes
licensed to or developed or used by Consultant for its general business or
that have applicability to the services Consultant provides to other clients
and not developed specifically and solely as part of the Services and paid a
fee for by the City for such development.
1.5 The Consultant shall provide services and work under this
Agreement consistent with the requirements and standards established by
applicable federal, state and City laws, ordinances, regulations and
resolutions. The Consultant represents and warrants that it will perform
it's work in accordance with generally accepted industry standards and
practices for the profession or professions that are used in performance of
this Agreement and that are in effect at the time of performance of this
Agreement. Except for that representation and any representations made
or contained in any proposal submitted by the Consultant and any reports
or opinions prepared or issued as part of the work performed by the
Consultant under this Agreement, Consultant makes no other warranties,
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either express or implied, as part of this Agreement including, without
limitation, the implied warranties of merchantability or fitness for a
particular purpose, and all such other warranties are hereby disclaimed .
1.6 Services and work provide by the Consultant at the City's request
under this Agreement will be performed in a timely manner in accordance
with a Schedule of Work, which the parties hereto shall agree to. The
Schedule of Work may be revised from time to time upon mutual written
consent of the parties.
2. Consideration
2.1 The Consultant shall be compensated on a Lump Sum basis, for
the Not-To-Exceed amount of $25,000, as provided in Attachment B
"Payment Schedule" attached hereto and by reference made a part
hereof.
2.2 The Consultant shall provide the City with a monthly statement, as
services warrant, of fees earned and costs incurred for services provided
during the billing period, which the City will pay within 30 days of receipt
of a correct invoice and approval by the City. The City will not withhold
any Federal or State income taxes or Social Security Tax from any
payment made by City to Consultant under the terms and conditions of
this Agreement. Payment of all taxes and other assessments on such
sums is the sole responsibility of Consultant.
2.3 Except as expressly provided in this Agreement, Consultant shall
not be entitled to receive from the City any additional consideration,
compensation, salary, wages, or other type of remuneration for services
rendered under this Agreement., including ,but not limited to, meals,
lodging, transportation, drawings, renderings or mockups. Specifically,
Consultant shall not be entitled by virtue of this Agreement to
consideration in the form of overtime, health insurance benefits,
retirement benefits, paid holidays or other paid leaves of absence of any
type or kind whatsoever.
3. Time of Performance:
This Agreement shall become effective upon execution by both parties.
The Consultant shall complete the survey on or before NOVEMBER 19,
2010 and shall present the completed survey questionnaire for Meridian
City Council review and approval at a regular City Council meeting by
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DECEMBER 31, 2010. This Agreement shall expire upon completion of
the agreed upon services, or unless sooner terminated as provided below
or unless some other method or time of termination is listed in Attachment
A. This Agreement shall terminate automatically on the occurrence of (a)
bankruptcy or insolvency of either party, or (b) sale of Consultant's
business.
4. Independent Contractor:
4.1 In all matters pertaining to this agreement, Consultant shall be
acting as an independent contractor, and neither Consultant nor any
officer, employee or agent of Consultant will be deemed an employee of
City. Except as expressly provided in Attachment A, Consultant has no
authority or responsibility to exercise any rights or power vested in the
City. The selection and designation of the personnel of the City in the
performance of this agreement shall be made by the City.
4.2 Consultant shall determine the method, details and means of
performing the work and services to be provided by Consultant under this
Agreement. Consultant shall be responsible to City only for the
requirements and results specified in this Agreement and, except as
expressly provided in this Agreement, shall not be subjected to City's
control with respect to the physical action or activities of Consultant in
fulfillment of this Agreement.
5. Indemnification and Insurance:
Consultant shall indemnify and save and hold harmless City from and for
any and all losses, claims, actions, judgments for damages, or injury to
persons or property and losses and expenses and other costs including
litigation costs and attorney's fees, arising out of, resulting from, or in
connection with the performance of this Agreement by the Consultant, its
servants, agents, officers, employees, guests, and business invitees, and
not caused by or arising out of the tortuous conduct of City or its
employees. Consultant shall maintain, and specifically agrees that it will
maintain, throughout the term of this Agreement, liability insurance, in
which the City shall be named an additional insured in the minimum
amounts as follow: General Liability One Million Dollars ($1,000,000) per
incident or occurrence, Professional Liability / Professional errors and
omissions One Million Dollars ($1,000,000) aggregate, Automobile
Liability Insurance One Million Dollars ($1,000,000) per incident or
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occurrence and Workers' Compensation Insurance , in the statutory limits
as required by law.. The limits of insurance shall not be deemed a
limitation of the covenants to indemnify and save and hold harmless City;
and if City becomes liable for an amount in excess of the insurance limits,
herein provided, Consultant covenants and agrees to indemnify and save
and hold harmless City from and for all such losses, claims, actions, or
judgments for damages or injury to persons or property and other costs,
including litigation costs and attorneys' fees, arising out of, resulting from
or in connection with the performance of this Agreement by the
Consultant or Consultant's officers, employs, agents, representatives or
subcontractors and resulting in or attributable to personal injury, death, or
damage or destruction to tangible or intangible property, including use of.
Consultant shall provide City with a Certificate of Insurance, or other
proof of insurance evidencing Consultant's compliance with the
requirements of this paragraph and file such proof of insurance with the
City at least ten (10) days prior to the date Consultant begins
performance of it's obligations under this Agreement. In the event the
insurance minimums are changed, Consultant shall immediately submit
proof of compliance with the changed limits. Evidence of all insurance
shall be submitted to the City Purchasing Agent with a copy to Meridian
City Accounting, 33 East Broadway Avenue, Meridian, Idaho 83642.
6. 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:
City of Meridian
Purchasing Agent
33 E. Broadway Avenue
Meridian, Idaho 83642
Opinion Research Corporation
Attn: Rebecca Elmore-Yalch
Public Services Group
600 University St., Ste 2704
Seattle WA 98101-4151
206-624-6465 ext 62008
Becky yalch(a~opinionresearch.com
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Either party may change their address for the purpose of this paragraph
by giving written notice of such change to the other in the manner herein
provided.
7. 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 court 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.
8. Time is of the Essence: The parties hereto acknowledge and agree that
time is strictly of the essence with respect to each and every term,
condition and provision hereof, and that the failure to timely perform any
of the obligations hereunder shall constitute a breach of, and a default
under, this Agreement by the party so failing to perform.
9. 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 City.
10. Discrimination Prohibited: In performing the Services required herein,
Consultant shall not unlawfully discriminate in violation of any federal,
state or local law, rule or regulation against any person on the basis of
race, color, religion, sex, national origin or ancestry, age or disability.
11. Reports and Information:
11.1 At such times and in such forms as the City may require, there
shall be furnished to the City such statements, records, reports, data and
information as the City may request pertaining to matters covered by this
Agreement.
11.2 Consultant shall maintain all writings, documents and records
prepared or compiled in connection with the performance of this
Agreement for a minimum of five (5) years from the termination or
completion of this or Agreement. This includes any handwriting,
typewriting, printing, photo static, photographic and every other means of
recording upon any tangible thing, any form of communication or
representation including letters, words, pictures, sounds or symbols or
any combination thereof.
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12. Audits and Inspections: At any time during normal business hours and
as often as the City may deem necessary, there shall be made available
to the City for examination all of Consultant's records with respect to all
matters covered by this Agreement. Consultant shall permit the City to
audit, examine, and make excerpts or transcripts from such records, and
to make audits of all contracts, invoices, materials, payrolls, records of
personnel, conditions of employment and other data relating to all matters
covered by this Agreement.
13. Publication, Reproduction and Use of Material: No material produced
in whole or in part under this Agreement shall be subject to copyright in
the United States or in any other country. The City shall have
unrestricted authority to publish, disclose and otherwise use, in whole or
in part, any reports, data or other materials prepared under this
Agreement.
14. Compliance with Laws: In performing the scope of services required
hereunder, Consultant shall comply with all applicable laws, ordinances,
and codes of Federal, State, and local governments.
15. Changes: The City may, from time to time, request changes in the Scope
of Services to be performed hereunder. Such changes, including any
increase or decrease in the amount of Consultant's compensation, which
are mutually agreed upon by and between the City and Consultant, shall
be incorporated in written amendments to this Agreement.
16. Termination: If, through any cause, Consultant, its officers, employees,
or agents fails to fulfill in a timely and proper manner its obligations under
this Agreement, violates any of the covenants, agreements, or stipulations
of this Agreement, falsifies any record or document required to be
prepared under this agreement, engages in fraud, dishonesty, or any
other act of misconduct in the performance of this contract, or if the City
Council determines that termination of this Agreement is in the best
interest of City, the City shall thereupon have the right to terminate this
Agreement by giving written notice to Consultant of such termination and
specifying the effective date thereof at least fifteen (15) days before the
effective date of such termination. Consultant may terminate this
agreement at any time by giving at least sixty (60) days notice to City.
In the event of any termination of this Agreement, all finished or
unfinished documents, data, and reports prepared by Consultant under
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this Agreement shall, at the option of the City, become its property, and
Consultant shall be entitled to receive just and equitable compensation for
any work satisfactorily complete hereunder.
Notwithstanding the above, Consultant shall not be relieved of liability to
the City for damages sustained by the City by virtue of any breach of this
Agreement by Consultant, and the City may withhold any payments to
Consultant for the purposes of set-off until such time as the exact amount
of damages due the City from Consultant is determined. This provision
shall survive the termination of this agreement and shall not relieve
Consultant of its liability to the City for damages.
17. Construction and Severability: If any part of this Agreement is held to
be invalid or unenforceable, such 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.
18. Advice of Attorney: Each party warrants and represents that in
executing this Agreement. It has received independent legal advice from
it's attorney's or the opportunity to seek such advice.
19. Entire Agreement: This Agreement contains the entire agreement of the
parties and supersedes any and all other agreements or understandings,
oral of written, whether previous to the execution hereof or
contemporaneous herewith.
20. Applicable Law: This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Idaho, and the
ordinances of the City of Meridian.
21. Approval Required: This Agreement shall not become effective or
binding until approved by the City of Meridian. ~
CITY OF MERIDIAN
BY:
TAMMY W EERD, MAYOR
Approved by City Council: ~ o ~o Icy
Citizen Survey
Project 10200
Opinion Research Corporation
~~
BY:
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CITY ATTORNEY
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Attachment A
SCOPE OF SERVICES
• Attend City Department Directors Meeting to develop survey question
guidelines.
• Prepare a survey questionnaire in accordance with the results from the City
Department Directors Meeting results.
• Completion of a minimum of 500 surveys with a representative sample of
Meridian residents (18 years of age and older).
• Survey length not to exceed 20 minutes, with no more than 2 open-ended
questions.
• Deliverables to include:
o Detailed work Plan
o Pre-Survey Citizen Interviews (20-25)
o Survey questionnaire
0 2 sets of banner tabulations
o Calculation of Meridian's Five-Star Rating
o Topline Report
o Final Report
o Presentation
• Travel costs are included, assuming one on-site visit for the project kick-off or
questionnaire generation and one on-site presentation to Council to present
results.
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REQUEST FOR PROPOSAL MYR-10-10200, ALL ADDENDUMS, ATTACHMENTS,
AND EXHIBITS included in the Request for Proposal Package #MYR-10-10200, are by
this reference made a part hereof.
Attachment B
PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$25,000.00. Fees will be billed monthly for completed tasks only, per the following
schedule of values.
TASK DESCRIPTION AMOUNT
A. Project Design, Setup, General Management $4,100.00
B. Data Collection $11,085.00
C. Data Preparation /Tabulation $4,490.00
D. Analysis, Reporting, Presentation $6,575.00
E. Complementary Use of 5-Star Rating (-$1,250.00)
TOTAL $25,000.00
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