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HomeMy WebLinkAboutContract 41424 CITY SECRETARY - CONTRACT NO AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT ("Agreement") is made and entered into between THE CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas ("City"), acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and ORC International, Inc.,, a Delaware corporation ("Consultant"), acting by and through Marc Litvinoff, President, its duly authorized representative. RECITALS WHEREAS, City has a substantial need to obtain information regarding its residents' attitudes and opinions regarding City services and the major issues facing City so that City may better serve its citizenry; WHEREAS, to obtain information regarding its residents' attitudes and opinions, City desires to conduct a survey of its residents; WHEREAS, City desires to hire a professional firm knowledgeable and experienced in providing survey services; WHEREAS, Consultant has represented that it is staffed with personnel knowledgeable and experienced in providing services of survey design, administration, execution and analysis; and WHEREAS, City and Consultant mutually desire to enter into a contract to have Consultant perform survey services. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: rFT. L RECORD ECRETARY RTH, TX i AGREEMENT 1. Services. Consultant covenants and agrees to fully perform, or cause to be performed, with good faith and due diligence, all objectives described in Exhibit "A", attached and incorporated herein for all purposes incident to this Agreement ("Services"). Services shall be performed according to the schedule set forth in Exhibit "B", attached and incorporated herein for all purposes incident to this Agreement ("Services Schedule"). Any service deemed necessary by the Consultant, but beyond the Services outlined in Exhibit "A", must be justified to and expressly authorized by the City prior to implementation of that service, and may, at the City's discretion, require an amendment to this Agreement. 2. Term. Services shall be provided by Consultant for a term beginning upon full execution by the parties, and ending on September 30, 2011 unless terminated earlier as provided herein. The City shall have the option to renew this Agreement for an additional one year term under the same terms and conditions. The City shall provide Consultant with sixty (60) days written notice of such intent to renew. 3. Fee. In consideration of the Services to be performed hereunder by Consultant, City promises and agrees to pay Consultant an amount not to exceed Forty-Nine Thousand and Five Hundred Dollars ($49,500) ("Fee"). The Fee shall be compensation for all Services, including any and all expenses incurred in connection with performance of the Services. Upon completion of the Services in accordance with the Services Schedule, and receipt of invoice by City, Consultant shall be paid in accordance with the payment schedule attached as Exhibit "C", attached and incorporated herein for all purposes incident to this Agreement ("Payment Schedule"). The Consultant must obtain City authorization in advance for any and all charges beyond the Fee. It is understood that this Agreement contemplates the provision of full and complete consulting services for this citizen survey project, including any and all necessary changes or contingencies to complete the Services, for the Fee. 4. Data. City shall own any and all data compiled, analyses performed and reports drafted by the Consultant in the fulfillment of the terms of this Agreement. 2 5. Termination. Either party may cancel this Agreement at any time and for any reason by providing the other party with thirty days written notice of termination. Upon Consultant's receipt of such notice by City, Consultant shall immediately discontinue all Services and the placing of all orders or the entering into of contracts for all supplies, assistance, facilities and materials in connection with the performance of this Agreement, and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. In the event this Agreement is terminated prior to expiration of the Term, City shall pay Consultant only for Services actually rendered as of the effective date of termination, in accordance with a final statement submitted by Consultant documenting the performance of such Services. Upon termination of this Agreement for any reason, Consultant shall provide City with copies of all completed or partially completed documents prepared under this Agreement. 6. Independent Contractor. Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractors and program participants. The doctrine of respondeat superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Consultant. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of Consultant is in the paid service of City. 7. Indemnification. CONSULTANT COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND,AT ITS OWN EXPENSE, CITY AND ITS OFFICERS,AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL THIRD PARTY-INSTITUTED CLAIMS OR SUITS AGAINST CITY FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY. INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHAI'SOEVFR KIND OR CIIARACTFR. WHIr:'I"IIF;R REAL OR ASSER'CED. ARISING 3 OUT OF OR IN CONNECTION WITH CONSULTANT'S: (I) BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; OR (II) NEGLIGENT ACTS OR OMISSIONS IN THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR IN THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN; AND CONSULTANT HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR THE NEGLIGENT ACTS OR OMISSIONS OF ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND/OR IN THE OPERATIONS,ACTIVITIES AND SERVICES DESCRIBED HEREIN. This Section 7 shall survive the expiration or termination of this Agreement. 8. Insurance. During the term of this Agreement, Consultant shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section 7 as well as any and all other public risks related to Consultant's performance of its obligations under this Agreement. Consultant shall specifically obtain the following types of insurance at the following limits: • Commercial General Liability: $1,000,000 per occurrence; providing blanket contractual liability insurance products and completed operations; independent contractor's liability; and coverage for property damage to City facilities; and • Automobile Liability: $1,000,000 per occurrence or accident; including, but not limited to, all vehicles, whether owned or hired, in use by Consultant, its employees, agents or subcontractors; and • Worker's Compensation/Employer's Liability: Worker's compensation coverage as required by applicable law; and Employer's Liability at $100,000 per accident. • Errors & Omissions (Professional Liability): If coverage is written on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state that the coverage is claims-made and include the retroactive date. The insurance shall be maintained for the duration of the contractual agreement and for three (3) years following completion of the service provided under the contractual agreement, including any renewal terms.. An annual certificate of insurance submitted to the City shall evidence coverage. Coverage shall be in the following amounts: (1) $1,000,000 per occurrence or claim (2) $2,000,000 aggregate Consultant shall promptly provide the City with certificates of insurance that verify Consultant's compliance with the insurance requirements of this Agreement. If the Consultant's certificate of insurance evidences Consultant's failure to comply with the insurance requirements of this Agreement, City's Risk Manager reserves the right to request that Consultant make revisions pertaining to the types and limits of that coverage to bring Consultant into compliance with the insurance requirements of this Agreement. Consultant will promptly comply with such requests of the City's Risk Manager as a condition precedent to the effectiveness of this Agreement. 9. Assignment. Consultant shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City. and any 5 attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 10. Compliance with Law. Consultant, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents, employees or subcontractors, then Consultant shall immediately desist from and correct such violation. 11. Non-Discrimination. Consultant, in the execution, performance or attempted performance of this contract and Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or national origin, nor will Consultant permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article 1I1, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee-applicant has been discriminated against by either Consultant, its agents, employees or subcontractors. 12. Right to Audit. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant at least 30 days advance notice of intended audits. Not more than one (1) audit may be performed by City pursuant to this Section 12 in any twelve (12) month period. 6 If Consultant engages a subcontractor to provide Services under this Agreement, the City shall have the same rights to audit the records of subcontractor as it has to audit the records of Consultant as those records relate to services provided by the subcontractor pursuant to this Agreement. This Section 12 shall survive the expiration or termination of this Agreement. 13. Fiscal Funding In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 14. Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be void. 15. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 16. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: Karen L. Montgomery, Assistant City Manager Marc Litvinoff City of Fort Worth ORC International, Inc. 1000 Throckmorton St. 902 Carnegie Center, Suite Fort Worth, Texas 76102 Princeton, NJ 08540-6530 (817) 392-8518 (206)624-6465 7 17. Non-Waiver. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such term or right on any future occasion. 18. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services and proposed services with respect to the Services. In the event that any conflicts of interest arise after the effective date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. The City acknowledges that Consultant may use products, materials or methodologies proprietary to Consultant. The City agrees that Consultant's provision of the Services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials or methodologies unless the parties have executed a separate written agreement with respect thereto. Notwithstanding the foregoing, Consultant understands and agrees that the City is subject to various public information laws and regulations, including, but not limited to, the Texas Open Records Act. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. 19. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 20. Force Majeure. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control. including, but not limited to. compliance with any government law, 8 ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 21. Headings not Controlling_ Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. [SIGNATURES APPEAR ON FOLLOWING PAGE.] 9 IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiple originals to be effective as of the last signature below. ATTEST: CITY OF FORT WORTH B :f y ` yy. Marty Hendrix a 000 004, Karen L. Montgomery City Secretary ��o° °�.AY Ogkssistant City Manager oj..S 02 zaw/Da te: �` °o o° l ° . 0000000°0 �q 444t ix aA APPROVED AS TO FORM AND LEGALI� ': Assistant Ci y Attorney NO M&C I E-QUIRRD Date: ATTEST: ORC INTERNATIONAL, INC., a DELAWARE CORPORATION .r By. Marc Litvinoff President Date: Date: �i 26I��� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX io EXHIBIT "A" SERVICES Consultant agrees to provide the services of survey design, administration, execution and analysis, as well as provide a formal presentation of survey results / analyses, which will highlight Fort Worth residents' attitudes and opinions regarding City services and the major issues facing Fort Worth. The survey shall be a combined mail and telephone survey, with a guaranteed 1,600 completed surveys. Residents not responding to the survey by mail or the internet will be contacted and offered the opportunity to complete the survey over the telephone. The telephone- administered survey should take the respondent approximately 20 minutes to complete. Respondent street addresses will be recorded. The services will include, but are not limited to the following: 1. Survey Design, including significant City Council and City management input gathered through initial interviews with each Council member and select City staff, as well as subsequent Council/staff review of all draft survey instruments; and 2. Sample Plan Development; and 3. Survey Administration/Execution; and 4. Survey Pre-Test; and 5. Preparation and Presentation of Final Report on Survey Findings, including, but not limited to: a. An executive summary of survey methodology and major findings; and b. Charts and graphs depicting citywide survey results; and C. Tabular data that show the citywide results for survey questions, as well as the results by City Council districts and other variables, as appropriate; and d. Importance-Satisfaction Analysis; and e. Benchmark Data (DirectionFinder); and f. Performance Indices for Strategic Goals; and g. A copy of the survey instrument; and h. A 30 — 60 minute electronic presentation to the City Council highlighting the results. The services also include two one-day, on-site visits. EXHIBIT "B" SERVICES SCHEDULE 2011 Citizen's Survey Schedule of Events February • Feb 8: First draft submitted by Infogroup/ORC • Feb 11 : City staff review the first draft of the survey • Feb 22: Second draft submitted by Infogroup/ORC to Council • Feb 28: Follow Up City Council Interviews March ■ Mar 8: Final survey submitted by Infogroup/ORC ■ Mar 8: City approves survey ■ Mar 9: Survey administration begins ■ Mar 29 Preliminary Survey Findings in draft April ■ Apr 5: Presentation of final Findings to City Council TBA — Infogroup/ORC conducts a formal presentation of the results to the City EXHIBIT "C" PAYMENT SCHEDULE • Two on-site visits—kick-off and final presentation • Completion of a minimum of 1,600 completed surveys, stratified by council district with a minimum of 200 completed surveys per council district • Development and pretesting of survey questionnaire not to exceed 20 minutes in length; maximum of two-open ended questions • Two sets of banner tabulations, computation of Five-Star Rating, Key Drivers Analysis • Final Report and presentation Task Amount �,. MWWW. Survey Development,General Management $9,015.00 Data Collection $11,475.00 Analysis/Reporting $10,270.00 Direct Costs—Sample,Translation,Printing,&Mailing $19,990.00 Total $50,750.00 Complementary Use of Five-Star Rating (-$1,250.00) Total $49,500.00 This is all-inclusive and includes travel costs.