10-064 Godbe Research, Professional Services STANDARD FORM
AGREEMENT
BETWEEN
CITY OF CUPERTINO
AND
GODBE RESEARCH
FOR
PROFESSIONAL SERVICES Q
THIS IS AN AGREEMENT MADE AS OF J 7 ' 20 IL),
BETWEEN CITY OF CUPERTINO (hereinafter referred to as CITY),
and Godbe Research (hereinafter referred to as Consultant).
WITNESSETH:
WHEREAS, CITY intends to conduct the 2010 Cupertino Community Survey
(hereinafter referred to as Project) and,
WHEREAS, CITY requires certain professional services in connection with Project
(hereinafter referred as Services); and
WHEREAS, Consultant is qualified and prepared to provide such Services;
NOW, THEREFORE, in consideration of the promises contained herein, the parties agree
as follows:
ARTICLE 1 - SERVICES TO BE PERFOF:MED BY CONSULTANT
1.1 Specific Services and the associated scope of services, payment, schedule, and
personnel will be defined in specific Task Order as mutually agreed by City and
Consultant.
1.2 All Task Orders will by reference incorporate the terms and conditions on this
Agreement, and become formal amendments hereto.
ARTICLE 2 - COMPENSATION
2.1 Compensation for Consulting services performed under this Agreement shall be
compensated for on a Cost Plus Fixed Fee basis. When using this basis of
PC/DIR/CITY/FRMS /A92502
compensation, the City agrees to pay Consultant actual costs incurred, subject to
an agreed upon Cost Ceiling, plus a Fixed Professional Fee (Fixed Fee).
For purposes of this Agreement, the actual costs shall include:
Direct Labor Cost
Overhead Cost
Other Direct Costs (Direct Non -salary Costs)
Outside Services
Labor rates shall be based on a normEd 8 -hour day, 40 -hour week, with overtime
paid for authorized work. Technicians, drafters, and support personnel are paid at
one and one -half times their regular rate for overtime. Professional personnel are
paid at their regular rate for overtime. Overhead Cost shall be the sum of Fringe
Benefits and Indirect Costs.
As a portion of the total compensation to be paid to Consultant, City shall pay a
Fixed Professional Fee negotiated for each Task Order as profit for services
rendered by Consultant covered by this Agreement and its Task Orders. The
Fixed Fee may be increased for additional authorized services only by subsequent
task order or amendment changing the scope of work:
Definitions are as follows:
a) Direct labor is salaries and wages paid to personnel for time directly
chargeable to the project. Direct labor does not include the cost of
Consultant's statutory and customary benefits, such as sick leave, holidays,
vacations; and medical and retirement benefits nor the cost of the time of
executive and administrative personnel and others whose time is not
identifiable to the project.
b) Fringe benefits include Consultant's statutory and customary benefits,
such as sick leave, holidays, vacations, medical and retirement benefits,
incentive pay, tuition, and other costs classified as employee benefits.
C) Indirect costs are allocations of costs that are not directly chargeable to a
specific engagement and are commonly referred to as Consultant's
overhead. Indirect costs include provisions for such things as clerical
support, office space, light and heat, insurance, statutory and customary
employee benefits, and the time of executive and administrative personnel
and others whose time is not identifiable to the 2010 Cupertino
Community Survey Project o,r to any other project. Under no
circumstances can the same labor costs be charged as direct labor and also
appear at the same time as indirect costs, and visa versa.
d) Other (non - labor) direct costs include such typical expenses as cost of
PC /CITY/FRMS /A92502 2
transportation and subsistence. printing and reproduction, computer time
and programming costs, identifiable supplies, and charges by reviewing
authorities.
e) Outside Services shall include; all charges from outside consulting firms or
subconsultants.
2.2 Reimbursement for mileage shall not exceed the prevailing Internal Revenue
Service's standard mileage rate.
2.3 A Cost Ceiling will be established for each Task Order which is based upon
estimated labor -hours and cost estimates. Costs as described above, comprising
direct labor, overhead cost, and other direct costs, shall be payable up to a Cost
Ceiling as specified in the Task Order. A Maximum Fee Ceiling, or Task Order
Firm Ceiling, will also be established. for each Task Order which includes the Cost
Ceiling plus the Fixed Fee.
2.4 Consultant shall invoice City monthly for the actual costs incurred, and a pro-
rated portion of the Fixed Fee for work - performed during the previous month. If
the Maximum Fee Ceiling is reached, the Consultant will complete the agreed -
upon work for the Maximum Fee Ceiling. With City staff approval, labor hours
may be reallocated within the tasks without renegotiation in such a manner so as
not to exceed the Maximum Fee Ceiling.
2.5 The Consultant shall provide the City with a review of the budget amounts when
75 percent of the Cost Ceiling for any task has been expended. Consultant may
request a revision in the Cost Ceiling; for performance of this Agreement, and will
relate the rationale for the revision to the specific basis of estimate as defined in
the Scope of Services. Such notification will be submitted to the City at the
earliest possible date. The authorized Cost Ceiling shall not be exceeded without
written approval of the City.
2.6 The fixed professional fee will not be changed except in the case of a written
amendment to the Agreement which alters the Scope of Services. City and
Consultant agree to negotiate an increase or decrease in Cost Ceiling and Fixed
Fee for any change in Scope of Services required at any time during the term of
this Agreement. Consultant will not commence work on the altered Scope of
Services until authorized by City.
2.7 Direct labor rates are subject to revision to coincide with Consultant's normal
salary review schedule. Adjustments in direct labor rates shall not affect the firm
ceiling without prior written authorization of the City.
2.8 City shall pay Consultant in accordance with each Task Order for Services.
2.9 Consultant shall submit monthly statements for Services rendered. City will
rC/crrY/FRMS/A92502 3
make prompt monthly payments in response to Consultant's monthly statements.
ARTICLE 3 - PERIOD OF SERVICE
3.1 Consultant's services will be performed and the specified services rendered and
deliverables submitted within the time period or by the date stipulated in each
Task Order.
3.2 Consultant's services under this Agreement will be considered complete when the
services are rendered and/or final deliverable is submitted and accepted by City.
3.3 If any time period within or date by which any of the Consultant's services are to
be completed is exceeded through no fault of Consultant, all rates, measures and
amounts of compensation and the time for completion of performance shall be
subject to equitable adjustment.
ARTICLE 4 - CITY'S RESPONSIBILITIES
City will do the following in a timely manner so as not to delay the services of
Consultant.
4.1 Provide all criteria and full information as to City's requirements for the
services assignment and designate in writing a person with authority to act on
City's behalf on all matters concerning the Consultant's services.
4.2 Furnish to Consultant all existing studies, reports and other available data
pertinent to the Consultant's services, obtain or authorize, Consultant to obtain or
provide additional reports and data as required, and furnish to Consultant services
of others required for the performance; of Consultant's services hereunder, and
Consultant shall be entitled to use and. rely upon all such information and services
provided by City or others in performing Consultant's services under this
Agreement.
4.3 Arrange for access to and make all provisions for Consultant to enter upon public
and private property as required for Consultant to perform services hereunder.
4.4 Perform such other functions as are indicated in each Task Order related to duties
of City.
4.5 Bear all costs incident to compliance with the requirements of this Section.
PC /CITY/FRMS /A92502 4
ARTICLE 5 - STANDARD OF CARE
5.1 Consultant shall exercise the same degree of care, skill, and diligence in the
performance of the Services as is ordinarily provided by a professional Consultant
under similar circumstance and Consultant shall, at no cost to City, re- perform
services which fail to satisfy the foregoing standard of care.
ARTICLE 6 - OPINIONS OF COST AND SCHEDULE
6.1 Since Consultant has no control over the cost of labor, materials, equipment or
services furnished by others, or over contractors', subcontractors', or vendors'
methods of determining prices, or over competitive bidding or market conditions
or economic conditions, Consultant's cost estimate and economic analysis shall be
made on the basis of qualification and experience as a professional.
6.2 Since Consultant has no control over the resources provided by others to meet
contract schedules, Consultant's forecast schedules shall be made on the basis of
qualification and experience as a professional.
Consultant cannot and does not guarantee that proposals, bids or actual project
costs will vary from his cost estimates or that actual schedules will not vary from
his forecast schedules.
ARTICLE 7 - SUBCONTRACTING
7.1 No subcontract shall be awarded by Consultant until prior written approval is
obtained from the City.
ARTICLE 8 — CONSULTANT- ASSIGNED PERSONNEL
8.1 Consultant shall designate in writing an individual to have immediate
responsibility for the performance of the services and for all matters relating to
performance under this Agreement. Key personnel to be assigned by Consultant
will be stipulated in each Task Order. Substitution of any assigned person shall
require the prior written approval of the City, which shall not be unreasonably
withheld. If the City determines that a proposed substitution is not responsible or
qualified to perform the services then, at the request of the City, Consultant shall
substitute a qualified and responsible person.
ARTICLE 9 - OWNERSHIP OF DOCUME
9.1 All work products, drawings, data, reports, files, estimate and other such
information and materials (except proprietary computer programs, including
source codes purchased or developed with Consultant monies) as may be
PC /CITY/FRMS /A92502 5
accumulated by Consultant to complete services under this Agreement shall be
owned by the City.
9.2 Consultant shall retain custody of all project data and documents other
than deliverables specified in each Task Order, but shall make access
thereto available to the City at all reasonable times the City may request.
City may make and retain copies for information and reference.
9.3 All deliverables and other information prepared by Consultant pursuant to this
Agreement are instruments of service in respect to this project. They are not
intended or represented to be suitable for reuse by City or others on extensions of
this Project or on any other project. JWy reuse without written verification or
adaptation by Engineer for the specific purpose intended will be at City's sole risk
and without liability or legal exposure to Consultant; and City shall indemnify and
hold harmless Consultant against all claims, damages, losses, and expenses.
including attorney's fees arising out of or resulting from such reuse. Any such
verification or adaptation will entitle Consultant to further compensation at rates
to be agreed upon by City and Consultant.
ARTICLE 10 - RECORDS OF LABOR AND COSTS
10.1 Consultant shall maintain for all Task Orders, records of labor and costs used in
claims for compensation under this Agreement. Records shall mean a
contemporaneous record of time for f a methodology and calculation of
the Multiplier for fringe benefits and :indirect costs; and invoices, time sheets, or
other factors used as a basis for determining other nonlabor Project charges.
These records must be made available; to the City upon reasonable notice of no
more than 48 hours during the period of the performance of this Agreement.
10.2 After delivery of. Services (completion of Task - Orders) under this Agreement, the
Consultant's records of all costs used in claim's for compensation under this
Agreement shall be available to City's accountants and auditors for inspection
and verification. These records will tie maintained by Consultant and made
reasonably accessible to the City for a period of three (3) years after completion
of Task Orders under this Agreement,
10.3 Consultant agrees to cooperate and provide any and all information concerning
the Project costs which are a factor in determining compensation under this
Agreement as requested by the City or any public agency which has any part in
providing financing for, or authority aver, the Services which are provided under
the Agreement.
10.4 Failure to provide documentation or substantiation of all Project costs used as a
factor in compensation paid under Article 2 hereof will be grounds for City to
refuse payment of any statement submitted by the Consultant and for a back
charge for any City funds, including interest from payment; or grant, matching or
PC /CITY/FRMS /A92502 6
other funds from agencies assisting City in financing the Services specified in this
Agreement.
ARTICLE II - INSURANCE
Consultant shall provide and maintain at all times during the performance of the
Agreement the following insurances:
11.1 Workers' Compensation and Employer's Liability Insurance for protection of
Consultant's employees as required by law and as will protect Consultant from
loss or damage because of personal ir. juries, including death, to any of his
employees.
11.2 Comprehensive Automobile Liability Insurance Consultant agrees to carry a
Comprehensive Automobile Liability Policy providing bodily injury liability.
This policy shall protect Consultant against all liability arising out of the use of
owned or leased automobiles both pa: ;senger and commercial. Automobiles,
trucks, and other vehicles and equipment (owned, not owned, or hired, licensed or
unlicensed for road use) shall be covered under this policy. Limits of liability for
Comprehensive Automobile Liability Insurance shall not be less than $1,000,000
Combined Single Limit.
11.3 Comprehensive General Liability Insurance as will protect Consultant and
City from any and all claims for damages or personal injuries, including death,
which may be suffered by persons, or for damages to or destruction to the
property of others, which may arise from the Consultant's operations under this
Agreement, which insurance shall name the City as additional insured. Said
insurance shall provide a minimum of $1,000,000 Combined Single Limit
coverage for personal injury, bodily injury, and property damage for each
occurrence and aggregate. Such instuance will insure Consultant and City from
any and all claims arising from the following:
1. Personal injury;
2. Bodily injury;
3. Property damage;
4. Broad form property damage;
5. Independent contractors;
6. Blanket contractual liability.
11.4 Consultant shall maintain a policy of professional liability insurance, protecting it
against claims arising out of negligent acts, errors, or omissions of Consultant
pursuant to this Agreement, in an amount of not less than $1,000,000. The said
policy shall cover the indemnity provisions under this Agreement.
11.5 Consultant agrees to maintain such insurance at Consultant's expense in full force
PC /CITY/FRMS /A92502 7
and effect in a company or companies; satisfactory to the City. All coverage shall
remain in effect until completion of the Project.
11.6 Consultant will furnish the City with certificates of insurance issued by
Consultant's insurance carrier and countersigned by an authorized agent or
representative of the insurance compemy. The certificates shall show that the
insurance will not be cancelled, altered, or reduced without at least thirty (30)
days' prior written notice to the City. The certificates for liability insurance will
show that liability assumed under this Agreement is included.
ARTICLE 12 - LIABILITY AND INDEMNIFICATION
12.1 Having considered the risks and potential liabilities that may exist during the
performance of the Services; and in consideration of the promises included
herein, City and Consultant agree to allocate such liabilities in accordance with
this Article 12. Words and phrases used in this Article shall be interpreted in
accordance with customary insurance; industry usage and practice.
12.2 Consultant shall indemnify and save harmless and defend the City and all of
their agents, officers, and employees ftom and against all claims, demand, or
cause of action of every name and nalure arising out of negligent error, omission,
or act of Consultant, its agents, servants, or employees in the performance of its
services under this Agreement.
12.3 In the event an action for damages is filed in which negligence is alleged on the
part of City and Consultant, Consulta rit agrees to defend City. In the event City
accepts Consultant's defense, City agrees to indemnify and reimburse Consultant
on a pro rata basis for all expenses of defense and any judgment or amount paid
by Consultant in resolution of such claim. Such pro rata share shall be based upon
a final judicial determination of negligence or, in the absence of such
determination, by mutual agreement.
12.4 Consultant shall indemnify City against legal liability for damages arising out
of claims by Consultant's employees. City shall indemnify Consultant against
legal liability for damages arising out of claims by City's employees.
12.5 Indemnity provisions will be incorporated into all Project contractual
arrangements entered into by City and will protect City and Consultant to the
same extent.
12.6 Upon completion of all services, obligations and duties provided for in the
Agreement, or in the event of termination of this Agreement for any reason, the
terms and conditions of this Article shall survive.
12.7 To the maximum extent permitted by law, Consultant's liability for City's
PC /CITY/FRMS /A92502 8
damage will not exceed the aggregate compensation received by Consultant under
this Agreement or the maximum amount of professional liability insurance
required by this Agreement, which ever is greater.
ARTICLE 13 - INDEPENDENT CONTRACTOR
Consultant undertakes performance of the Services as an independent contractor and shall
be wholly responsible for the methods of performance. City will have no right to
supervise the methods used, but City will have right to observe such performance.
Consultant shall work closely with City in performing Services under this Agreement.
ARTICLE 14 - COMPLIANCE WITH LAVA'S
In performance of the Services, Consultant ," ill comply with applicable regulatory
requirements including federal, state, and local laws, rules, regulations, orders, codes,
criteria and standards. Consultant shall procure the permits, certificates, and licenses
necessary to allow Consultant to perform the 2010 Cupertino Community Survey
Services.. Consultant shall not be responsible for procuring permits, certificates, and
licenses required for any construction unless such responsibilities are specifically
assigned to Consultant in Task Order.
ARTICLE 15 - NONDISCLOSURE OF PROPRIETARY INFORMATION
Consultant shall consider all information provided by City and all drawings, reports,
studies, design calculations, specifications, and other documents resulting from the
Consultant's performance of the Services to be proprietary unless such information is
available from public sources. Consultant shall not publish or disclose proprietary
information for any purpose other than the performance of the Services without the prior
written authorization of City or in response to legal process.
ARTICLE 1.6 - TERMINATION OF CONTRACT
16.1 The obligation to continue Services under this Agreement may be terminated by
either party upon seven days written notice in the event of substantial failure by
the other party to perform in accordance with the terms hereof through no fault of
the terminating party.
16.2 City shall have the right to terminate this Agreement or suspend performance
thereof for City's convenience upon written notice to Consultant, and Consultant
shall terminate or suspend performance of Services on a schedule acceptable to
City. In the event of termination of suspension for City's convenience, City will
pay Consultant for all services performed and costs incurred including termination
or suspension expenses. Upon restart of a suspended project, equitable
adjustment shall be made to Consultant's compensation.
PC /CITY/FRMS /A92502 9
ARTICLE 17 - UNCONTROLLABLE FORCES
17.1 Neither City nor Consultant shall be considered to be in default of this
Agreement if delays in or failure of performance shall be due to uncontrollable
forces, the effect of which, by the exercise of reasonable diligence, the
nonperforming party could not avoid, The term "uncontrollable forces" shall
mean any event which results in the prevention or delay of performance by a party
of its obligations under this Agreement and which is beyond the control of the
nonperforming party. It includes, but is not limited to, fire, flood, earthquake,
storms, lightening, epidemic, war, riot, civil disturbance, sabotage, inability to
procure permits, licenses, or authorizations from any state, local, or federal
agency or person for any of the supplies, materials, accesses, or services required
to be provided by either City or Consultant under this Agreement, strikes, work
slowdowns or other labor disturbances, and judicial restraint.
17.2 Neither party shall, however, be excused from performance if nonperformance is
due to uncontrollable forces which are removable or remediable, and which the
nonperforming party could have, with the exercise of reasonable diligence,
removed or remedied with reasonable dispatch. The provisions of this Article
shall not be interpreted or construed to require Consultant or City to prevent,
settle, or otherwise avoid a strike, work slowdown, or other labor action. The
nonperforming party shall, within a reasonable time of being prevented or delayed
from performance by an uncontrollable force, give written notice to the other
party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement. The Consultant will be
allowed reasonable negotiated extension of time or adjustments for City initiated
temporary stoppage of services.
ARTICLE 18 - MISCELLANEOUS
18.1 A waiver by either City or Consultant of any breach of this Agreement shall
not be binding upon the waiving party unless such waiver is in writing. In the
event of a written waiver, such a waiver shall not affect the waiving party's rights
with respect to any other or further breach.
18.2 The invalidity, illegality, or unenforcesability of any provision of this Agreement,
or the occurrence of any event rendering any portion or provision of this
Agreement void, shall in no way effect the validity or enforceability of any other
portion or provision of the Agreement. Any void provision shall be deemed
severed from the Agreement and the balance of the Agreement shall be construed
and enforced as if the Agreement did not contain the particular portion or
provision held to be void.
ARTICLE 19 - INTEGRATION AND MODIFICATION
PC /CFrY/FRMS /A92502 11)
19.1 This Agreement (consisting of pages 1 to � , together with all Task Orders
executed by the undersigned, is adopted by City and Consultant as a complete and
exclusive statement of the terms of the Agreement between City and Consultant.
This Agreement supersedes all prior agreements, contracts, proposals,
representations, negotiations, letters, or other communications between the City
and Consultant pertaining to the Services, whether written or oral.
19.2 The Agreement may not be modified unless such modifications are evidenced in
writing signed by both City and Consultant.
ARTICLE 20- SUCCESSORS AND ASSIGN
20.1 City and Consultant each binds itself and its directors, officers, partners,
successors, executors, administrators; assigns and legal representatives to the
other party to this Agreement and to the partners, successors, executors,
administrators, assigns, and legal representatives of such other party, in respect to
all covenants, agreements, and obligations of this Agreement.
20.2 Neither City nor Consultant shall assign, sublet, or transfer any rights under or
interest in (including, but without limitation, monies that may become due or
monies that are due) this Agreement without the written consent of the other,
except to the extent that the effect of this limitation may be restricted by law.
Unless specifically stated to the contrary in any written consent to an assignment,
no assignment will release or discharge the assignor from any duty or
responsibility under this Agreement. Nothing contained in this paragraph shall
prevent Consultant from employing such independent consultants, associates, and
subcontractors as he may deem appropriate to assist him/her in the performance of
the Services hereunder and in accordance with Article 7.
20.3 Nothing herein shall be construed to give any rights or benefits to anyone other
than City and Consultant.
ARTICLE 21- EXECUTION
IN WITNESS THEREOF, the parties hereto have made and executed this Agreement as
of the day and year first above written.
PC/crrY/FRMS/A92502 1 ].
CITY OF CUPERTINO
1 (CONSULT T)
r,
Title:
Date:
� -�
Date:
APPROVED AS TO FORM:
B
Caro . Korade
City Attorney
PC /CITY/FRMS /A92502 12,
TASK ORDER NO.
W
AGREEMENT
BETWEEN
CITY OF CUPERTINO
AND r
GODBE RESEARCH V, -
Y
FOR
PROFESSIONAL SERVICES
Dated June 13, 2010
I. PURPOSE
See attached.
2. PROJECT COORDINATION
See attached.
3. SCOPE OF SERVICES
See attached.
PC/CrrY/FRMS /A92502 13
IN WITNESS WHEREOF, the parties hereto have made and executed this Task
Order No. I as of June 13, 2010 and therewith incorporate it as part of the Agreement.
CITY CONSULTANT
City of Cuperti
By:
By:
Title:
-fee
PC/CYrY1FRMS1A92502
GODBE RESEARCH
June 4, 2010
Mr. Rick Kitson
Public Information Officer
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Dear Mr. Kitson,
Godbe Research is pleased to again be working with the City of Cupertino on the City's biennial
Community Survey project for 2010. The attached scope of work and project costs shall serve as
the task order to the City's Standard Agreement.
1. In- person meetings and conference calls as needed with the client to discuss the research
objectives for the study, questionnaire design, and related topics.
2. Refining the survey instrument from 2002 — 2008 surveys.
3. Pre - testing the survey questionnaire.
4. Developing a random digit dial, listed voter sample of another sampling design of City of
Cupertino residents, appropriate to the research objectives of the study.
5. CATI programming the survey instrument for efficient data collection.
6. Conducting telephone interviews with 400 (n =400) residents in the City of Cupertino. The
length of each interview is estimated to be approximately 18 to 20- minutes, based on the
2002 through 2008 surveys. The 2008 survey was approximately 20- minutes in length.
7. Processing the data collected according to strict quality control standards.
8. Producing complete cross - tabulations of the survey data.
9. Producing a written report of findings, which will include an executive summary, key
findings and conclusions, a discussion of the methodology, question -by- question analysis,
comparisons to previous Community Survey events and a complete set of
crosstabulations.
10. An in- person presentation of findings to the City of Cupertino representatives.
Half of the amount for the project will be due to Godbe Research upon approval of the survey
instrument. The remaining half will be due upon delivery of the topline report to the City of
Cupertino.
Sincerely,
Ms. Leslie Godbe
CEO
Godbe Research
Gcvdi.c''i_5..s3Jh, '660 South r -dml hic t e.. -M., S'J':.._ K5, Sar Ma eo, Ck 94402 { 650,2883 , 02C' F: 655.28830J3
o
z ODBE RESEARCH
Gain Insight
PROJECT COSTS
The following costs are associated with conducting a survey of residents in the City of Cupertino.
Costs are based on the 2002 through 2008 surveys (as well as revisions to the survey length),
and include a survey of 400 (n =400) City of Cupertino residents. The average length of each
survey is estimated to be approximately 18 to 20- minutes in length. For comparison purposes,
the 2009 was approximately 20- minutes in length.
Survey of 400 (n =400) Cupertino Residents
Project Task 18 -min. 20 -min.
Listed Voter Sample $900.00 $900.00
CATI Programming $920.00 $1,090.00
Survey Pretest $150.00 $150.00
Telephone Interviewing $8,560.00 $9,680.00
Data Processing $600.00 $720.00
Research Fee $7,500.00 $8,000.00
Project Management $1,000.00 $1,000.00
Total $19,630.00 $21,540.00
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