HomeMy WebLinkAboutContracts & Agreements_35-2014_CCv0001.pdf AGREEMENT 'ro PERFORM PROFESSIONAL SERVICES
This agreement for public opinion research services ("Agreement") is made and entered
in this 1" dart of April, 2014 ("Elffeciive Date"), by and between the City of Redlands, a
municipal corporation('-City") and Passantino Anderson Communications("Consultant"). City
and Consult are sometimes individually referred to herein as a -Party" atide together, as
"Parties." In consideration of the mutual promises contained herein, City and Consultant agree as
follows-
ARTICLE I - ENUAGEMENT OF CO-NISULTANT'
Ll
I City hereby engages Consultant to provide public opinion research services in connection
With proposed ballot measures for the 2014 City General Election in November. (the
"Services").
I
The Services shall be performed by Consultant,in a professional manner, and Consultant
represents that it h&s the skill and the professional expertise necessary to provide the
Services to Citi}at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
AW11CLE 2-SERVICES OF CONSUL'I"AN-Ir
.I The Services that Consultant shall perform are more particularly described in Exhibit
A," entitled"Scope of Services," which is attached hereto and incorporated herein by
r6erence.
2,2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to, State prevailing wage
laws.
ARTICLE -3 - RESPOINSIBILITIES OF CITY
.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
designates Chris Cifoy Dig gs. Deputy Municipal Utilrties and Engineering Director, as
City's representative with respect to performance of the Servrices, and such person shall
have the authority to transmit instructions, receive inforrnation., interpret and define
City's policies and decisions with respect to performance oft e Services.
AR:F1CL,E 4- PERFORMANCE OF SERVICES
The term of this A green shall be for nine '90)der s, Upol the Effective
9 W -1
Ir Y (
Date of this A:greement.
4 21 At any time during the term of this Agreem.ent, City may request that Consultant perform
Exti-a Services. As used herein, Fxtra Ser-ices" means any work which is determined
necessary by City for the proper completion of the Services. but which the Parties did riot
reasonably, anticipate would be necessary at the time ol'execution, of this Agreemept.
Provided the Extra Work does no! exceed eighteen and 'our tenths p.-rcent: 18.4%)ofthe
compensation to be paid by City tO COTISLI.Itant for 1he Services. such Extra Work mav b-
�10reed to by the Parties, by written amendment to this AOreement. executed by City's
City Manager. Consultant shall not perform. or be compensated For, Extra Work
�vithotit such written authorization from City.
43 ll'CisnSuftant's Services include deliverable electronic visual phese ntationmaterials, such
materials shall be eliven-d in a form, and made available to the City. consistent with
h
("Ity.Council adopted poli c,, fi r the saine- It shall be the obligation of Consultant to
obtain a copy of such policy from City Staff.
ARTICIA 5 - I)AYMEN'I'S '1'0 ('O.N.S..[,�[ 'I'AN'I'
<,J The total compensation for Consultant's perr onniance of the Services shall be in the
aniount of Twenty Four Thousand FiVC I kindred Dollars ('$24.500 00)a If additional
services are requested by City, Consultant shall be paid on a time and materials basis
based upon the rates shown in Fvxhibit -'13,"' cntitled "BlIfing Rates." which is attached
in
hereto and incurgate- herein by reference.
D— C(fflsultant shall submit monthly invoices to Oty describing the Services performed
durincy the preceding month, Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were pertbrated, and the number of hours
spent and by whom. City shall pay Consultant no later than thirty, l 0 days after receipt
and approval by City of Consultant's involve,
-y mail_All notices shall be give, in writing by personal delivery or b, nai -Notices sent bN m, 'I
,s hc
,uld be addressed as follows®
CA—V �C.,(on s ult a nt
Chr s Dip-s
i George Passantino
City of Redlands Managing Partner
3
35 Cajon Street, Suite 1 5A Passanfino Anderson
1-',0- Box 3005 i'mailina' Communica'11-iOns
Redlands,CA 92'Y/7 3) 421')0 f 10 St r a et
Lancaster, CA 935334
When so addressed, :such notices shall be deented iv cm upon deposil in the United Slates
-s
k/lail. Changs may be made in the nm
aes and addresses of the person to whom notice
an -pay- - sectic -).
id inents are to be givert by giving notice pursuant to this in 5.3
ARTICLE' 6--- INSI-JRAINCE AND INDEMNIFICA-1 JON
6.1 Insurarce required b, this Ag
gr ement shall be maintained by ConSUItant for the duration
I -tot perforni any SenAces unless and
Oi'lts erformance o
pf the Services. G-)nsultant shall i
U11fil the required ineUrance listed bekI%.N is obtlained by Consultant. Consultant shall
pr,-Yvide City with certificates ofinSUrante and endorsements evidencina such insurance
prior to commencement olftll-W SC-i-ViL-Cs. InSUrance policies shall in-clude a provision
prohibiting cancellation (1-amodification of the policy except Upon thirty (30) days prior
written notice to City.
6,2 Consultant shall secure and maintain Workers `ontipensation and Employer's Liability
insurance in accordance wah the is vs ofthe State of California, with an insurance carrier
acceptable to City as described in Exhibit entitled "Workers' Compensation
Insurance Certification," which is attached hereto and incorporated herein by this
reference.
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City, Minimum coverage of One Million Dollars t$1-000,000) per
occurrence and Two Million Dollars (S2,000,000) a-m—ate for Public liability, property
damage and personal in
jury is required. ("Ity shall be named as an additional insured an]
suer! -insurance shall be primary and non-contributiice? to anv insurance or self-insurance
maintained by City.
6-4 Consultant shall secure and maintain professional liability insurance throughout the terni
of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made.
6,5 Cops alt ant shall have business auto liability covera(ye, with minimurn limits of Orie
Million Dollars ($11,000,000) per occurrence. combined single firnit bodily injury liability
and property damage 11'ability. This coverage shall include all ("onsultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non-owned
vehicles, and employee non-ownership vehicles, ;its. shall be named as an additional
insured and such insurance shall be prit-nary and non-contributing to any insurance or self
insurance maintained by City,
6,6 Consultant shall defend, indernnify and hold harinless City and its elected officials,
eniployees and agents fro m and against any and all clairns, suits, darriages, losses or
liability of any kind whatsover, including injury or death LO persons or damage to
pra;perty, occasioned by any negi igent act (-.,r omission by, or wi[Iful nrisconduct of.,
Consultant, or its off cers. employees and agents in performing the Services.
AR'no-E 7—C0NF_'LI(..,TS 40F INTEREST
ant�
I Consultant coven s and represents that it does not have, ares investment or interest in
any real property that may be the sublect of this Agreement or anv other source of
incorne, interest in real property or investment that WOUld be affected in any manner or
degree by the performance of Consultant's Scrvices. Consultant ILirther coverlantiz and
represents that in the performance of its duties hereunder. no person having any such
interest shall perforni any Services under this Agreement.
7
L2 Consultant agrees it is not a desi'g,-nated ernployee within the mcaning of the Political
Reform Act because Consultant:
A. Does not make or participate in
-
( ) the-making or any City cytwerni ental decisions regarding approvaltai
rate, nalc or regulation, or the adoption or efiforcem nt of laws;
{ii} the issuance, denial, suspensi-)n or revocation otTity permits, licenses,
applications. ccrttt:cations. approvals, orders or slatillar authorization or
entitlements:
(iii) authoring City to enter ar t��. r�iodif�� or n— w° a contrast,
div) granting City approval to a c°c,ntrac t that req ire s City approval and to
which City is it party, or to the specifications for such a contract'.
of
granting C=ity: appro-val to a plan, tfesion, report, study or similar iter -
(vi) a optin or grant Ing, City approval of policies_ standards or guic elin s fir
City or for any subdivision thereof
14, Does riot serve in a staff capac°it with City and in that capacity, participate in makiffil
a governmental decision or otherwise efor the same or substantially thy: sa c
€ reties for City,that: would otherwise be performed by, an individual holding a position
specified in Citv$s Conflict int cel'inte est Code Under Government Cede section 87302.
.> In the event City determines that Consultant must disclose, its financial interests,
Consultant ltant shall complete and file a Fair Political Practices Coll-mission ssion Form 700,
Statement.of Economic Interests xvith the Cits' Clerks office pt rSUant to the writwn
instructions provided by the. City Clerk.
8A In the event any action is commenced to entbree or interpret any ofthe terms or
conditions f this Agreement the prevailing Party shall, in addition to ani'costs and other
relief be entitled to the rC'c'C)vet; r ofaits reasonable attorneys's' ees, including; fees for the
Ust of in-horse counsel by a Party.
Consultant shall not assign any of'the Services, e cert with the prior written approval Of
t`ity and in strict compliance with the terms and conditions ofthisAgreement.
._3 t' ('le i related documents,ents, records, drawings, designs, cost estini ates, electronic data
files, databases and ars:r ether documents is dev lfope4 by ConSUItant in connection with its
performance of the Services., and any copyright interest in sLIcl' documents, shall becorne
the property of City and shall be delivered to `itYtr apart completion of the Senrices. or
upon the: request of C;ity.. Any reuse ot`sucnh documents, and an V rise -A incomplete
dt)cunnents, shall be at C'ite's sale risk-
8,4 Consultare, is for all purposes Under this Agreement an tt deg ndenr contractor and shall
perform. the Services as ars independent contractor, Neither City norativ of its agents
shall have control over the conduct of (I'onsnitant or Consultant's emplo ees, except as
herem set forth. Consultant shall supply all necessary tools and instrumentalities require)
f F
to perform the Services. Assilcyned personnel empl=erect by Consultant t are for its account
ontly, and to no event shall Consultant or person-el retained bi It be de;- med to have recti
eniploy'-d by Citv or enaa,2ed by sit ' for Lhe a c ou t of or on behalf of Crit'. ConsUlt"t gt
shall have no authority, express or -Itnplled, to act on be half cit C its in any capacity
4
whatsoever as an agent, nor shall Consultant have apy aUthority, express or implied, ic)
bind City to an obliclation.
8.5 L"Inless earlier terminated as provided tor below, this Agreement shall terminate on
zrl
August 16, 21014. provided, however this Agreement may be terminated by City, in its
sole discretion, by providing ten 0 01 days pricer written notice to Consultant (delivered
by certified mail. return receipt requested-i of City intent to term nate. If this
Agreement is terminated by City- an adjustment to Consultant`s comperlsation shall be
made, but(l no arnount shall be allowed t()r anticipated profit or unperformed Services,
'indQ I
11)any payment due Con-SUILtant at the time of termination maybe adjusted to the
extent of any additional costs to City occasioned by any defitult by Consultant. Upon
receipt of a termination notice, Consultant shall immediately discontinue its provis=on of
the Services and, within five (5) days ofthe date ofthe termination not-ice, deliver or
o1herwise make available to City., copies (in both hard copy and electronic forrn, wherle
applicable) of data, design calculations, drawings- specifications, reports, estimates,
SUmmaries and such other information and materials as may have been accumulated by
Consultant in perfonning the Services. Consultant shall be compensated on a pro-rata
basis for Services completed up to the date kof termination.
8,6 Consultant shall maintain books, ledgers, invoices. accounts and other records and
docuprients evidencing costs and expenses rellated to the Services 16r a period of three f3
ye arsu_, or for any longer pericid required by law. "from the date of final payment to
�_Ionsltant pursuant o this Agreement. Such books shall be available at reasonable tit les
'nation by City at the office of Consultan,
tor exam) L_ �k_ U.
8,7 Thiq Agreement, Includinc, the Exhibits incorporated herein b,; reference, represents the
entire, agreement and understandinL, berNveen the Pat-Lies as to the matters contained
herein, and any prior negonations, written proposals or verbal agreements relating to such
matters are,superseded by this Agreement. Except as otherwise provided for Herein, an
amendment to this Agreement shall be in writ-ing, approved by City and signed by City
land Consultant.
8,8 This agreement shall ble governed by and construed in accordance vdtl the laws ofthe
State of Califtorma.
8-9 1-fone or more of the sentences, clauses, paragraphs or seg ti contained in this
Agreement is declared invalid, voild or unentorceable by a court ofcornpetent
jurisdiction, the saine shalll be delemed severable from the remainder of this Agreement
ands,hall not affect, impair orinvalidate the remaining sentences, clauses, paragraphs or
sections contained Iterein. unless to do so would deprive a 13aqv ofa material benefit of
its bargain under this Agreement,
5
IN WITNESS WHEREOF, duly aUthorized representatives of'City and Cons uitant have signed
in con fin-i-nation of this Agreement,
(T11'Y REDLANDS PASSANTINO ANDERSON
COMM UN ICATIONS
tino
Pete diem?
Attesa:
'S
6
I,'
&,,,,X I It 13, l:1. . .,
'i he cop l the project consists of co pleti ngg polling or the put-poses of determining the level
of Public support fir the FAST Critical Infrastructure Program (Flood Control, ADA ramps,
Sidewalks and Trees and parks), either in part or as a whole. �ddi-ionall , Civy is seeking
In
C011st11tant to coordinate and consult x ith Citv Council appointed subcommittee.
Task 1,
he polling phase of the services s s call including the1c)l1 wing—
Leet with Citi=to discuss the resew e' oL?Jectives, consultant recommended Inetllol'iloov.
objectives, and potential issues that mav n cd to be resolved;
.
Draft questionnaire and acid t ith C itr as needed to refine n itic sticts to he asked during
Polling-
3
;
. Develop a random sample that will produce data that is representative of the voting
population within theCity;
Pretest pollin-to ensure accurate results wilt he obtained during polling research;
>,Collect 600 complete tel ph,onc: interviews, 300 relating to flood control, and 300 relating
to the other elernerrts of the FAS'F program. ,.f.,he sample size hist provide resets hitt
Provide a-..l- 95 confidence d nc;c isvel-
Prepare a report of pcillinit findings and submit,to Cits, by April 20, 2014,
Task 2.
Consultant shall assist the subcornmitti e in m a in' a final recommendation to Cite C tion it on
May 6, 201 . This task shall irtc l iidc
I.Attend three subcommittee ineetings and take meeting tnintiteS
1, Draft a report that encompasses the` opinions and recommendations ftko the
subcommittee to Citi Council,
Task s
it` the pollina data delivered is supportive and the SUbcornmittee desires to proceed with the
ballot uneastiresm complete the t_flilowng tasks-
1. Conduct a detailed cfeinographic analysis ofregistered voters and likely,voter turn out:
Develop a public information program, in conformance with applicable California lay;. to
mt i€rn and educate voters i cludinu tiilkino n ints, PowerPoints, frequently asked
ii¢icstions. tact sheet, and website ckontent that conveys eys the necessary inf rriiation f f
of rs to make an inforr led decision, and any tzth r inf irm tiOn or tools to assist t in
int'onning voters as to ballot measure and FAST projects.
Exhibit �-B-
Billing Rates
Position Cost
Partner S175"I Ir.
Senior Accownt Executive/Di rector Ir.
Account Executive S 120/1-lrs
Staff Support $9511.In
EXI 11BIT "C"
WORKERS' C0%14 PEN SATION INSURANCL" CEIRTIFICATION
FOR PUBLIC OPINION Rf"ISEARCH Sf--'RVI(-'LS
Every eanployer, except the State, shall SeCUre the payment of compensation In one or more of
the following ways:
(M By being insured against liability to pay compensation by one or more insureds
duly authoritzed io write compensation InsZurance in this State.
(b) By see ring 11"rom the Director of' Indust6al Relations, a certificate of consent to
self-insure, either as an individual employer or as one roup Z:7
employer in a gof
1
employers, which may be given upon flumishing proof satishictory to the Director
-oi Industrial Relations of ability to self-insure and to Pay any compensation that
max-, become due to his or her employ es.
I am aware of the pro-visions of Section 3700 of the Labor Code which requires ever-y employer
to be insured against 1-bability for Workers' Compensation or to undertake self-insurance in
accordance with the provisions of that Code. and I -will comply with such provisions betbre
ckoninlen cin,g,the performance of the work of this Agreement, (Labor Code §1 861).
PASSANTNO ANDERSON COMM tJN ICATION S
GeoraC PassannnO Date: