Agenda Item B.6
CPMS CONSENT CALENDAR
Meeting Date: September 6, 2022
____________________________________________________________
TO: Mayor and Councilmembers
FROM: Kristy Schmidt, Assistant City Manager
CONTACT: Ryan Kintz, Assistant to the City Manager
SUBJECT: Amendment No. 1 to Professional Services Agreement with FM3 Research, Inc. to Conduct Polling and Public Opinion Research Services
RECOMMENDATION:
Authorize the City Manager to execute Amendment No. 1 to Professional Services Agreement No. 202 1-106 with FM3 Research , Inc. increasing the contract authority by $1,000 for a total not-to-exceed amount of $57,300, for polling and public opinion research services, with a term beginning October 1, 2021 , and expiring December 31, 2022.
BACKGROUND:
On September 21, 2021, the City Council authorized the City Manager to execute a Professional Services Agreement with FM3 Research, Inc. for polling and public op inion research services. This contract included funds for a November 2021 base public opinion poll and an April 2022 tracking poll.
DISCUSSION:
Under the scope of Professional Services Agreement No. 2021 -106, FM3 conducted a Resident Budget and Priority Baseline Survey for the City of Goleta. The initial cost for this baseline survey w as $29,650 to conduct an 18 -minute survey. However, after feedback from internal stakeholders, additional questions were added to the survey that increased the survey time t o be a 20 -minute survey. The longer survey came at an additional cost of $1,000 for a total cost of $30,650 for the baseline survey. The April 2022 tracking poll had a cost of $26,650.
Staff is recommending the City Council authorize the City Manager to execute Amendment No. 1 to Professional Services Agreement No. 2021-106 with FM3 Research, Inc. increasing the contract authority by $1,000 for a total not -to-exceed amount of $57,300, for polling and public opinion research services, with a term beginning October 1 Meeting Date: September 6, 2022
1, 2021 and expiring December 31, 2022 (Attachment 1). The original contract with FM3 is provided in Attachment 2.
FISCAL IMPACTS:
The City Manager’s budget for Fiscal Year 2021-2022 included the extra $1,000 for these polling and public opinion services, in account 101-10-1200-51200. If Council approves Amendment No. 1 with FM3 Research, the total compensation will not exceed $57,300 to provide for the added cost of conducting the 20-minute Baseline Survey. No additional budget appropriations are needed.
ALTERNATIVES:
There are no alternatives for this contract amendment as services have been rendered.
Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Michelle Greene
Assistant City Manager City Attorney City Manager
ATTACHMENTS:
1. Amendment No. 1 to Professional Services Agreement No. 202 1-106 with FM3 Research, Inc. for polling and public opinion services
2. Professional Services Agreement No. 2021-106 with FM3
2 ATTACHMENT 1
Amendment No. 1 to Professional Services Agreement No. 2021-106 with FM3 Research, Inc. for polling and public opinion services
3 City of Goleta
Amendment No.1 to Agreement No. 2021-106
AMENDMENT NO. 1
TO A CONTRACT FOR PROFESSIONAL
SERVICES BETWEEN THE CITY OF GOLETA
AND
FAIRBANK, MASLIN, MAULLIN, METZ &
ASSOCIATES, INC (FM3)
This Amendment No. 1 to a contract for Professional Services by and between the City of Goleta, a municipal corporation ("City") and FAIRBANK, MASLIN, MAULLIN, METZ & ASSOCIATES, INC (FM3), a California Corporation ("Consultant") dated September 21, 2021 ("Agreement,'' Agreement No. 2021-106) is made this 6th day of September 2022.
SECTION A. RECITALS
1. This Agreement is for the p rovision of professional polling and research services and was authorized on September 21, 2021 in the amount of $56,300; and
2. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of one thousand dollars ($1,000) for the completion of a 20- minute survey; and
3. The City Council approved this Amendment No. 1, on this 6th day of September 2022.
SECTION B. AMENDED TERMS
Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $1,000 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $ 57,300 (herein "not -to-exceed amount") and shall be earned as the work progresses.
2. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
In concurrence and witness whereof, this Amendment No.1 has been executed DocuSign Envelope ID: 7A34196D-1964-4175-92E8-C30ECF827E29 4 City of Goleta
Amendment No.1 to Agreement No. 2021-106
by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
Michelle Greene, City Manager Dr. Richard Bernard, Partner
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk John Travalle, Controller
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
DocuSign Envelope ID: 7A34196D-1964-4175-92E8-C30ECF827E29 5 ATTACHMENT 2
Professional Services Agreement No. 2021-106 between the City of Goleta and FM3 6 DOCUMENT ROUTING AND APPROVAL FORM
Requires Council Approval:
☐NO
☐YES
Meeting Date:
Requires Vendor Set -up:
☐NO
☐YES
If no, Vendor Number:
Director Level Approval:
☐NO
☐YES
Site Authority:
Provide summary of agreement below:
Document Name and Type: Project Name :
Vendor Name:
Contact Person:
Address:
Phone Number:
Email Address:
Business License Number:
City Project Manager:
Contact Number:
Email Address:
AMOUNT NOT TO EXCEED : ON CALL SERVICES? : ☐NO ☐YES*
*On call s ervices require one spreadsheet to track multiple PO’s COUNCIL APPROPRIATION NEEDED : ☐NO ☐YES*
*May requ ire Purchasing Officer ’s override to input Requis ition
ROUTING PROCESS DESCRIPTION DATE INITIAL
Department Head
Initiation
Authority to initiate agreement
Risk Manager Staff to initiate review of insurance provision in agreement City Attorney Contract review/A pprove as form
Finance Director,
Purchasing Officer
Funding Methods Approved/
Authorized, Purchase
Requisition reviewed.
Requisition Number:
Vendor Staff sends agreement to vendor via DocuSign for electronic signature and requests Insurance documents.
Staff (DocuSign User) Staff receives electronically signed agreement and insurance documents from vendor.
Risk Manager Risk Management shall rate Insurance and provide documents to Project Manager upon approval
City Manager City Manager will approve and sign the agreement.
City Clerk City Clerk will approve and sign the agreement.
FINALIZED ON: INITIAL RESOLUTION NO
(IF APPLICABLE)
Staff Routing Agreement:
Contact Number:
Email Address:
Vendor Staff will assign the vendor to receive a fully executed copy of the agreement via DocuSign.
PLEASE RETURN SIGNED DOCUMENTS TO THE CITY CLERK’S OFFICE
BELOW FOR CITY CLERK PROCESSING ONLY
FILE NUMBER
September 21, 2021
002541
Michelle Greene, City Manager
To perform feasibility study and polling.
AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF GOLETA AND FM3 Feasibility study/polling
FAIRBANK, MASLIN, MAULLIN, METZ &
ASSOCIATES, INC (FM3)
$56,300
Richard Bernard
12100 Wilshire Boulevard, Suite 350 Los Angeles, CA 90025 (310) 828-1183
[email protected]
Ryan Kintz
951 288 6309
[email protected]
Ryan Kintz
951 288 6309
[email protected]
22CM008
DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 1/10/2022
1/10/2022
1/11/2022
1/13/2022
1/13/2022
1/13/2022
1/13/2022
1/13/2022
Professional Services Agreement between City of Goleta and FM3
Project Name: Professional polling and research services
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
FAIRBANK, MASLIN, MAULLIN, METZ & ASSOCIATES, INC (FM3)
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of September 2021, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as " CITY"), and FAIRBANK, MASLIN, MAULLIN, METZ & ASSOCIATES, INC (FM3), a California Corporation (herein referred to as "CONSULTANT").
SECTION A. RECITALS
1. The CITY has a need for professional polling and research services for a potential 2022 sales tax measure; and
2. The CITY does not have the personnel able and/or available to perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and
3. The CITY procured such services in compliance with Goleta Municipal Code Section 3.05.260 by issuing a Request for Proposals and this constitutes a continuation of those services.
4. The City Council, on this 21st day of September 2021, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.
SECTION B. TERMS
1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2.
CONSULTANT warrants it ha s the qualifications, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:
Professional polling and research services in conjunction with a DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 21st
2021-106
8 Professional Services Agreement between City of Goleta and FM3
potential sales tax measure that would be placed on the November 2022 ballot. Services shall generally include conducting a Resident Budget and Priority Baseline Survey as more particularly set forth in the Scope of Work, attached as Exhibit “A ,” and incorporated herein.
CONSULTANT shall deliver to CITY the deliverables defined in Exhibit “A.”
3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . The total com pensation payable to CONSULTANT by CITY for the servi ces under this AGREEMENT SHALL NOT EXCEED the sum of $56,300 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:
Payment to CONSULTANT for thos e fees set forth in
CONSULTANT's Schedule of Fees marked Exhibit " B," attached and incorporated herein. The fees set forth in tha t exhibit shall be binding upon CONSULTANT until December 31, 2022, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the t otal compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written ver ification shall be in a fo rm satisfactory to CITY's Project Manager, as de scribed in Section 5 .
Invoices shall be made no more frequently than on a monthly basis, and describe the work performed . All payments shall be made within 30 days after CITY’s approval of the invoice.
4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authori zed extra services, not reasonably included within the services described in Section 2, as mutually agreed t o writing in adva nce of th e incurrence of extra services by CONSULTANT. Unless CITY and CONSULTAN T have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist.
5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services t o be perform ed by CONSULTANT shall be accompli shed under the general direction of, an d coordinate with, CITY's "Project Manager", as DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 9 Professional Services Agreement between City of Goleta and FM3
that staff person is designated by CITY from time to time, and who pr esently is Ryan Kintz Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.
6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first writ ten above to December 31, 2022, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be perform ed until (i) CONSULTANT furnishes proof of insurance as re quired by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.
7. OWNERSHIP OF DOCUMENTS
All drawin gs, designs, data, photographs, reports and other documentation (ot her than CONSULTANT's drafts , notes and internal memorandum), including duplicati on of same prepared by CONSULTANT in the performance of these services, are t he property of CITY. CITY shall be entitled to immediate possession of the same upon completion o f the work under this AGREEMENT, or at a ny earlier or later time when requested b y CITY. CITY agrees to hold CONSULTANT harmless from all damages, claims, ex penses, and losses arising out of any reuse of the plans and specifications for purposes other than those described in this AGREEMENT, unless written authorization of CONSULTANT is first obtained.
8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY. Richard Bernard and Laura Covarrubias are deemed to be specially experienced and is a key member of CONSULTANT' s firm and shall be directly involved in the performance of this work. This key pers on shall communicate with, and periodically report to, CIT Y on the progress of the work. Should any such individual be removed from assisting in this contracted work for any re ason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.
9. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT 's Damages. CONSULTANT holds CITY, its elect ed officials, officers, agents, and employees, harmless fr om all of CONSULTANT's claims, d emands, lawsuits, judgments, dama ges, losses, DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 10 Professional Services Agreement between City of Goleta and FM3
injuries or liability to CONSULTANT, to CONSULT ANT's employees, to CONSULTANT’s contrac tors or subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required under this AGREEM ENT, or occur while CONSULTANT is on CITY property, or which are connected, directly or indirectly, with CONSULTANT's performance of any act ivity or work required under this AGREEMENT.
(b) Defense a nd Indemnity of Third Party C laims/Liability.
CONSULTANT shal l investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, f rom any claims, lawsuits, demands , judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wr ongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of , directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agents, e mployees, representatives, subconsultants, or subcontractors , or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers , agents, employees, representatives, subconsultants, or s ubcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or act ions concerning any activity, pro duct or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto. (c) No Waiver. CITY does not wa ive, no r shall be deemed to have waived, any indemnity, de fense or hold harmless rights un der this section because of the a cceptance by CITY, or the deposit with CITY, of any insuranc e certificates or policies described in Section 10.
10. INSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense , provide insurance as describ ed herein. Al l insurance is to be placed with insurers authorized to do business in the State of Californi a with an A.M. Best and Company rating of A- or better, Class V II or better, or as otherwise approved by CITY.
Insurance shall include the following (or broader) coverage:
a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an editi on date prior to 2004 and with minimum l imits of $1,000,000 per occurrence and $2,000,000 general aggregate.
DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 11 Professional Services Agreement between City of Goleta and FM3
b) Insurance Ser vices Office form number CA 00 01 or equivalent covering Automobile Liability, including hire d and non -owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non -owned and hired auto endorsement to Service Provider’s commercial general liability policy.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation a nd an Employer ’s Liability limit of $1,000,000 per accident or disease.
d) Professional liability insurance t hat covers the services to be performed in connection with this agreement, in th e minimum amount of $1,000,000 per claim.
Liability insurance polic ies required t o be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:
a) Except for pro fessional li ability insurance, CITY, its em ployees, officials, agents and member agencies shall b e covered as additional insureds. Cov erage shall apply to any and al l liability arising out of the work performed or related to the contract. Additional insu red status u nder the general liability requ irement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 20 04, or its equivalent . Additional insured status for completed operations shall be provided either in the addi tional insur ed fo rm or through another endorsement such as CG 20 37, or its equivalent.
b) General an d automobile liability insurance s hall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement. CONSULTANT agree s to maintai n continuous coverage through a period no less than three years after completion of t he services required by this agreement.
d) Except for professional liability insurance, liability coverage shall b e primary and non-contributing with any insurance maintained by CITY.
e) Evidence of coverage (including th e workers’ compensation an d employer’s liability policies) shall provide that co verage shall not be DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 12 Professional Services Agreement between City of Goleta and FM3
suspended, voided, canceled or reduced in coverag e or in limits except after 30 days’ prior wr itten notice has been given to CITY.
Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.
f) No liability insurance coverage provided to comply with th is AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s
employees, or agents, from waiving the right of rec overy prior to a loss. CONSULTANT waives its right of recovery against CITY.
g) CONSULTANT agrees to deposit with CITY within fifteen days of Notice to Proceed of the Contract certificates of in surance and required endorsements.
h) There shall be no recour se against CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failure, actual or alleged, on the part of CITY to mo nitor compliance with these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obli gations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the in surance it deems necessary and any premium paid by CITY will be promptly rei mbursed by CONSULTANT or CITY will withhold a mounts suffi cient to pay premium from CONSULTANT payments.
i) CONSULTANT agrees to provi de immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor t he handling of any such claim or claims if they are likely to involve CITY.
11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or em ployee of CITY. CONSULTANT shall be solely responsible fo r any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer oblig ations assoc iated with the described work.
DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 13 Professional Services Agreement between City of Goleta and FM3
12. CORRECTIONS
In addition to the above indemnifi cation obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CONSULTANT's report or plans. Shou ld CONSULTANT fail to make such correction in a reasonably tim ely manner, such correction shall be made by CITY, and the cost thereof s hall be charged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.
13. TERMINATION BY CITY
CITY, by notif ying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any p ortion or all of the services agreed to be performed under this AGREEMENT. If termination is for cause, no notice period need be given. In the event of termination , CONSULTANT shall have the right and obligation to immediatel y assemble work in progress f or the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of t ermination shall be payable by CITY to CONSULTANT within 30 days following submission of a final stateme nt by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.
14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a r elease of CITY from all claims and liabilities for compensation to CONSULTANT for anything done, furnished, or relating to CONSULTANT'S work or services. Acceptanc e of payment shall be any negotiation of CITY's check or the f ailure to make a written extra compensation claim within 10 calendar days of the receipt of that check.
However, approval or payment by CITY shall not c onstitute, nor be deemed, a release of th e responsibi lity and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the inf ormation provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT, its employees, subcontractors, agents and consultants.
15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make available to a representative of CITY for examination of all its records with respect to all matters covered by this AGREEMENT and w ill permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial recor ds, time she ets, work DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 14 Professional Services Agreement between City of Goleta and FM3
progress reports, invoices, bills and pr oject records for at least two years after termination or final payment under this AGREEMENT.
16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upo n the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constit ute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no suc h waive r sha ll be implied from any omissions by a party to take any action with re spect to such default or breach. No ex press writte n waiver of a specified default or breach shall affect any other default or breach , or cover any other period of time, othe r than any default or breach and/or period of time specified. All of the remedies permitted or available to a party unde r this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not con stitute a wa iver or election of remedies with respect to any other permitted or available right of remedy.
17. CONFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S business. During the term of thi s AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept an y financial interest in CONSULTANT'S business by any CITY employee or official.
18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions o f this AGREEMENT shall be construed as a whole according to its common meaning of pu rpose of providing a public benefit a nd not stric tly for or against any party. It shall be constru ed consistent with the provisions hereof, in order to achieve the objecti ves and purposes of the parties.
Wherever required by the context, the singular sha ll include the plural and vice versa, and the masculine gender shall include the feminine or neutra l genders or vice versa.
19. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
20. GOVERNING LAW
This AGREEMENT, and the rights and ob ligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.
DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 15 Professional Services Agreement between City of Goleta and FM3
Should litigation occur, venue shall be in Superior Court of Santa Barbara County.
21. NONDISCRIMINATION
CONSULTANT shall not discriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual orientation, d isability, marital status, or any other characteristic protected under applicable federal or state law.
22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Tax payer Identification Number and Cer tification, Form W -9 (R ev. October 2018 ), as issued by the Internal Revenue Service.
23. NON-APPROPRIATION OF FUNDS
Payments due and pay able to CONSULTANT for current services are within the current budget and within an avail able, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds fo r payment of CONSULTANT services beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.
24. MODIFICATION OF AGREEMENT
The tasks described in this AGREEMENT and all other terms of th is AGREEMENT may be modified on ly upon mutu al written consent of CITY and CONSULTANT.
25. USE OF THE TERM “CITY”
Reference to “ CITY” in t his AGREEMENT includes City Manager or any authorized representative acting on behalf of CITY.
26. PERMITS AND LICENSES
CONSULTANT, at its sole expense, sha ll obtain an d maintain during the term of this AGREEMENT, all appropriate permits, licenses, and certifi cates that may be required in c onnection wi th the performa nce of services under this AGREEMENT.
27. CAPTIONS
The captions or he adings in this AGREEMENT are for convenience only and in no other way define, limit or des cribe the scope or intent of any provision or section of the AGREEMENT.
DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 16 Professional Services Agreement between City of Goleta and FM3
28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behal f and bind said party and i ts respectiv e administrators, officers, directors, shareholder s, divisions, subsidiaries, agents, employee s, successors, assigns, princ ipals, partners, joint ventur ers, insurance carriers and any others who may claim through it to this AGREEMENT.
29. ENTIRE AGREEMENT BETWEEN PARTIES
Except for CONSULTANT'S proposals and submitted representations for obtaining this AGREEMENT, this AGREEMENT supersedes an y other agreements, either oral or in writing, between the parties hereto with resp ect to the rendering of se rvices, and contains all of the covenants and agreements between the parties with respect to said services.
30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remain ing provisio ns will nevertheless continue in full force withou t being impaired or invalidated in any way.
31. NOTICES
Any notice required to be given hereunder shall be d eemed to have been given by depositing said notice in the United States mail, postage pre paid, and addressed as follows:
TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Richard Bernard
Fairbank, Maslin, Maullin, Metz, & Associates,
Inc (FM3)
12100 Wilshire Boulevard, Suite 350
Los Angeles, CA 90025
32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.
DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 17 Professional Services Agreement between City of Goleta and FM3
In concurrence and witness whereof , this AGREEMENT has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
_____________________________ _____________________________ Michelle Greene, City Manager Dr. Richard Bernard, Partner
ATTEST
_____________________________ _____________________________ Deborah Lopez, City Clerk John Travale, Controller
APPROVED AS TO FORM:
MICHAEL JENKINS, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
Exhibit A
Scope of Work
PROPOSED RESEARCH SPECIFICATIONS FOR A 2021 BASELINE SURVEY
Research Dual-mode voter survey
DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 18 Professional Services Agreement between City of Goleta and FM3
Methodology
Data Collection Telephone and online interviews
Mode
Respondent Telephone calls and Email invitations
Contact Method
Sample 400 Likely November 2022 General Election City of Goleta voters
Margin of ±4.9 percent in 95 out of 100 cases for a sample of 400 interviews Sampling Error
Questionnaire 18- to 20-minute survey, featuring between 55 and 75 unique questions (Including battery question items and demographic questions)
Language Telephone interviews will be conducted in English and Spanish. Online interviews will be conducted in English only.
Deliverables Following the completion of the survey, we will provide:
• A questionnaire for easy reference
• A complete analysis of survey results in PowerPoint
• A presentation of the survey results
FM3 will also be available for ongoing consultation and any further analysis of the research.
PROPOSED RESEARCH SPECIFICATIONS FOR A 2022 OPTIONAL TRACKING SURVEY
Sample 400 Likely November 2022 General Election City of Goleta voters
Margin of ±4.9 percent in 95 out of 100 cases for a sample of 400 interviews Sampling Error
Questionnaire 12-minute survey, featuring between 20 and 35 unique questions (including battery question items and demographic questions)
Language Telephone interviews will be conducted in English and Spanish. Online interviews will be conducted in English only.
Deliverables Following the completion of the survey, we will provide:
• A questionnaire for easy reference
• A complete analysis of survey results in PowerPoint
• A presentation of the survey results
DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 19 Professional Services Agreement between City of Goleta and FM3
FM3 will provide additional consultation and analysis of the research as requested by the City.
Exhibit B
Schedule of Fees
The total cost for this overall research project is not-to-exceed $56,300, and includes the following:
2021 Baseline Survey: Figure 1 below contains the total estimated cost for the baseline survey DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 20 Professional Services Agreement between City of Goleta and FM3
depending on the length of interview preferred. These prices are comprehensive, and include all costs for questionnaire design, sample acquisition and preparation, translation , programming, email invitations, survey hosting, telephone interviewing, data entry and analysis, and reporting.
Figure 1: Estimated Costs for a 2021 Baseline
Survey
(Sample Size of 400 Voters)
Length of Interview Cost
18 Minutes $29,650
20 Minutes $30,650
2022 Optional Tracking Survey: If the City chooses to move forward with the 2022 Tracking Survey, the total cost for this portion of the survey research is $26,650. This price is comprehensive, and includes all costs for questionnaire design, sample acquisition and preparation, translation, programming, email invitations, survey hosting, telephone interviewing, data entry and analysis, and reporting.
DocuSign Envelope ID: 3C2FB2A3-CD6F-4167-9770-A28CC68D22DD DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 21 REQUISITION
07/02/2021
ISSUED TO:
Date:
Vendor #: 002541
FAIRBANK, MASLIN, MAULLIN, METZ & ASSOCIATES
1999 HARRISON STREET SUITE 1290
OAKLAND, CA 94612
FM3 SHIP TO:
130 CREMONA DRIVE, SUITE B
GOLETA, CA 93117
CITY OF GOLETA
Requisition #: 22CM008
UNITS DESCRIPTION PRICE AMOUNTGL ACCOUNT NUMBERITEM PROJECT # 1 0
b37bb74c-662e-4f37-a341-ae14012c6755
Agrmt for Polling and Research Services
b37bb74c-662e-4f37-a341-ae14012c6755
0.00 b37bb74c-662e-4f37-a341-ae14012c6755
101-10-1200-51200 56,300.00
56,300.00TOTAL
SHIPPING:
TOTAL TAX:
SUBTOTAL:
0.00 0.00
56,300.00
Authorized By:
Agreement for professional polling and research services. Approved by Council September 21, 2021. Term ending December 31, 2022.
Detailed Description:
PO Description: Agrmt for Polling and Research
DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 22 01/13/2021
O'Kane and Tegay Insurance Brokers
P.O. Box 27556
San Francisco CA 94127
Willis Wong
(415) 242-8777 (415) 661-2540
[email protected]
Fairbank Maslin Maullin Metz & Associates
FM3 and FM3 Research
1999 Harrison St, Suite 2020
Oakland CA 94612
Sentinel Insurance Company LTD 11000
Rated by Multiple Companies 00914
Indian Harbor Insurance Company 36940
21 22
A Y 57SBABM2940 01/13/2021 01/13/2022
1,000,000
1,000,000
10,000
1,000,000
2,000,000
2,000,000
A 57SBABM2940 01/13/2021 01/13/2022
1,000,000
A
10,000
57SBABM2940 01/13/2021 01/13/2022
2,000,000
2,000,000
B Y 57WECRT6521 01/13/2021 01/13/2022
1,000,000
1,000,000
1,000,000
C
Professional Liability
MPP903616203 01/13/2021 01/13/2022
Each Occurence 2,000,000
General Aggregate 2,000,000
The City of Goleta, its employees, officials, agents, and member agencies shall be covered as additional insureds with respect to liability arising out of the work performed or related to the contract.
*Additional Insured, Waiver of Subrogation, and Primary/Noncontributory wording on the General and Automobile Liablity coverage on attached ss00080405.
*Blanket Waiver of Subrogation on the Workers Compensation Form, WC 04 03 06, is attached. *Notice of cancellation is 30 days, except for non-payment of premium which is 10 days.
City of Goleta
130 Cremona Drive, Suite B
Goleta CA 93117
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
APPROVED 1/11/2022
PENDING RENEWAL
DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 23 ADDITIONAL INSURED - PERSON OR ORGANIZATION
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
BM2940
EXP DATE: 01/13/22
57 SBA
POLICY NUMBER:
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form IH 12 00 11 85 Printed in U.S.A.
DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 24 ABCDEFGHIJ
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional Conditions:
A. If this policy is cancel led by the Company, other than If notice is mailed, proof of mailing to the last known for non-payment of premium, notice of s uch mailing address of the certificate holder(s) on file with cancellation will be provided at least thirty (30) days the agent of record or the Company will be s ufficient in advance of the cancellation effective date to the proof of notice. certificate holder(s) with mailing address es on file Any notification rights provided by this endorsement with the agent of record or the Company. apply only to active certificate holder(s) who were issued B. If this policy is cancelled by the company for non- a certificate of insurance applicable to this policy’s term. payment of premium, or by the insured, notice of Failure to provide s uch notice to the certificate holder(s) such cancellation will be provided within ten (10) will not amend or extend the date the cancellation days of the cancellation effective date to the becomes effective, nor will it negate cancellation of the certificate holder(s) with mailing address es on file policy. Failure to s end notice shall impose no liability of with the agent of record or the Company. any kind upon the Company or its agents or representatives.
Form SS 12 23 06 11 Page 1 of 1
© 2011, The Hartford
DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ ITCAREFULLY.
WAIVEROFSUBROGATION
This endorsement modifies insurance provided under the following:
BUSINESSLIABILITYCOVERAGEFORM
We waive any right ofrecovery we may have against:
1. Any person ororganization shown inthe Declarations, or
2. Any person ororganization with whom you have acontract that requires such waiver.
FormSS12150300 Page 1 of 1
© 2000, The Hartford
DocuSign Envelope ID: C04CEDC0-9B63-4BB3-847B-8D3640C109D5 26