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HomeMy WebLinkAboutCHAPMAN UNIVERSITY (2)-2017F A-2017.030 PROFESSIONAL SERVICES A9REEMENT eta J THIS AGREEMENT is made and entered into this 21st day of February, 2017 by and between a Chapman University, a private educational institution, (hereinafter "University"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). . RECITALS A. The City desires to retain a University having special skill and knowledge in the field of Research and Academic Studies for purposes of conducting a community oriented policing study. 03. University represents that University is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, University represents that it is knowledgeable in its field and that any services performed by University under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consultant in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set fortis, the parties agree as follows: I. SCOPE OF SERVICES University shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION NSATION a. City agrees to pay, and University agrees to accept as total payment for its services, the rates and charges identified in Exhibit S. The total sum to be expended under this Agreement shall not exceed $30,600 during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on February 20, 2018, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR University shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which University performs the services which are the subject matter of this Agreement; however, the services to be provided by University shall be provided in a manner consistent with all applicable standards and regulations governing such services. University shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. S. OWNERSHIP OF MATERIALS The University shall own, solely and exclusively, the copyright and all copyright rights to any written or otherwise copyrightable material delivered to City under this Agreement. University hereby grants a non-exclusive and perpetual license to City to copy, use, modify and reuse, any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by University under this Agreement ("Documents & Data"). University shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. University represents and warrants that University has the legal right to license any and all Documents & Data. University makes no such representation and warranty in regard to Documents & Data which were provided.to University by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, University shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability insurance, University shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of University's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. University shall supply City with a fully executed additional insured endorsement in substantially the form as required on Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles, C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Universlty, if University has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, University agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If University is or employs a licensed professional such as an architect or engineer. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by University pursuant to this section: (I) University shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of Insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) The parties shall agree that should any of the required policies be canceled, non -renewed, or coverage and/or limits reduced or materially altered before the expiration date thereof, the Insured, their Broker or the issuing company will provide 30 days written notice to the other party. Each COI shall specify that SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. If University fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect University's right to be paid for its time and materials expended prior to notification of termination. University waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION University agrees to and shall indemnify and hold harmless the City, its officers, agents, employees from liability -for claims and lawsuits arising out of the University's negligence or willful misconduct in its performance of this Agreement. Notwithstanding the foregoing, to the extent University's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the University. 8. INTELLECTUAL PROPERTY INDEMNIFICATION University shall defend and indemnify the City, its officers, agents, representatives, and employees against any and al! liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by University to the City pursuant to this Agreement. s, RECORDS University shall keep records and invoices in connection with the work to be performed under this Agreement. University shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to University under this Agreement. All such records and invoices shall be clearly identifiable. University shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. University shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to University under this Agreement. 10. CONFIDENTIALITY If University receives from the City information which due to the nature of such information is conspicuously marked by City as confidential and/or proprietary, University agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Any oral Confidential Information which is provided to either party shall be treated as confidential if it shall be summarized in writing and the summary provided to the receiving party within thirty (30) days of its oral disclosure. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the University disclosed in a publicly available source; (c) is in rightful possession of the University without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the University without reference to information disclosed by the City, 11, CONFLICT OF INTEREST CLAUSE University covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: and To University: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-96) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 246-8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Arta, California 92702 Fax 714- 647-6515 Director Office of Research and Sponsored Programs Chapman University One University Drive Orange, CA 92866 Fax 714-628-7374 With courtesy copies to: Harold Hewitt, Jr. EVP and COO Chapman University One University Drive Orange, CA 92866 Fax 714-9976791 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above, For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and University, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of University. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate University or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of University, University may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Universities retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, University shall be entitled to receive and the City shall pay University compensation for all non -cancellable commitments and services performed by University prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Police Chief may require University to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and University consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION University shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. University affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION , VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 18. PROFESSIONAL LICENSES University shall, throughout the term of this Agreement, maintain all necessary and applicable licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. University shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. [This section intentionally left blank] 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to hind their respective parties to each of the terms of this Agreement, and shall indemnify City fully,. including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ° _ MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Lhimm k • . � • �1I1 1 1 TamA o Assistant City Attorney RECOMMENDED FOR APPROVAL.: Carlos Rojas,,_ Chief of Police CITY OF SANTA ANA GERARDO MOUE Acting City Manager CHAPMAN UNIVERSITY LD W. HEWITT, JR live Vice President and COO Tax ID# 95-1643992 EXHIBIT A SCOPE OF SERVICES The scope of services is as follows: The Earl Babble Research Center (Babble Center), Chapman University, will perform a 4 -phase Community Oriented Policing (COP) survey for the Santa Ana Police Department (SAPD) which will identify the current beliefs and desires of residents, business interests, and stakeholders of the City of Santa Ana regarding community policing. The research is expected to: a. Describe the public's understanding of what community policing is. b. Assess knowledge of and satisfaction with the SAPD's current COP strategies. c. Assess the community's support for further investment in COP. d. Suggest priorities for COP, Babble Center researchers will provide methodological and analytical expertise to the program in all stages of the project. The Babble Center will specifically: I. Collaborate in developing data collection instruments for both online surveys and focus group interviews. 2. Oversee data collection and other day-to-day methodological aspects of the project. 3. Supervise data cleaning, management, and documentation. 4. Supervise and conduct data analyses. 5, Assist in subject recruiting procedures, monitor participant consent, and protect subject confidentiality by maintaining all participation records separately from SAPID personnel.. 6. Produce papers and reports related to the project. Project Overview and Specific Tasks The project will consist of four research phases, the first three of which are conducted in sequence; I. Phase I - Community Forums a. Four (4) community forums will be held in each of the SAPD's geographic policing Districts: i. The SAPD shall provide all venues, ii. The SAPD shall provide all printed documents. W. The SAPD will promote and conduct the community meeting. iv. Babble Center researchers shall facilitate and document informationldata exchanges and prepare a report identifying key themes emerging from the public discussion that will be further explored in focus group interviews. Babble Center researchers will solicit volunteers for the focus group interviews at the community forums. b. Forums will: L Identify community expectations of COP in Santa Ana. ii. Identify residents, business owners and stakeholders interested in participating in the Focused/Personal Group Interview stage. To recruit subjects for interviews, participants in the community forum will be invited to fill out a combined consent and expression of interest form. The content of the consent form will be reviewed by the Institutional Review Board (IRB) of Chapman University. Forms will be collected by Babble Center staff, stored securely at the Babble Center, and will not be shared with SAPD personnel. ii. Phase 2 - Focus Group Interviews a. A minimum of eight (8) focus group interviews will be conducted by Babble Center researchers. Two group interviews will be conducted in each of the SAPD's four geographic districts, one In English and one in Spanish. b. The SAPD will provide venues. Recording equipment, consent forms, and related supplies will be the responsibility of Babble Center staff. c. Babble Center researchers will be responsible for recruiting and gaining consent of participants following federal research guidelines as overseen by Chapman University's IRB. Data will be collected and analyzed by the Babble Center. Participant information will not be shared with the SAPD. Participant reports will be considered confidential. Subjects will not be compensated. ill. Phase 3 - Community Survey a. Using information from phases 1 and 2, Babble Center researchers will create an online survey and accompanying website using resources of Chapman University. b, The online survey will be hosted on Chapman University servers and all online responses will be collected and managed by Chapman University. The SAPD will not have access to individual surveys or identifiable responses. Results will be presented in summary form to the SAPD by Babble Center researchers. c. Babble Center researchers will provide a paper copy of the survey for translation and distribution to residents who are not able to respond to an online survey. The SAPD will cover costs of translation, printing, and distribution of the paper survey. Paper surveys will be mailed directly to the Babble Center at Chapman University. The Babble Center will maintain control over all completed paper surveys and will be responsible for data entry and management as well as procedures and recordkeeping regarding consent. d. The Babble Center will collect, manage, document, and store all data according to federal guidelines as overseen by Chapman University's IRB. Babble Center researchers will manage consent. Survey data will be anonymous. e. The SAPD will publicize the web site and survey through its mailings, f. Participants will not be compensated. Iv. Phase 4: Best Practices Report Babble Center researchers will review agency and scholarly literature to produce a "best practices" report for the SAPID. Chapman University Deliverables 1. Report on community forums: Report identifies themes and perspectives that emerged from the community forums. The focus will be on information that will guide formation of the focus group interview protocol and online survey. 2. Report on focus groups; Report identifies themes and perspectives emerging from focus groups that need further exploration in community survey. 3. Community survey: An online survey of community residents conducted through Chapman's Qualtrics survey system. 4. Final report 1; Summary of findings from all three phases of data collection and recommendations for prioritizing community policing efforts. a, Final report 2: Best practices in community policing as identified in the research literature EXHIBIT B EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY 1. By endorsement to its Commercial General Liability insurance policy, Chapman University agrees to name the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees and agents as additional insureds ("'additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured under this Agreement. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability, The inclusion of any person or Organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, the parties agree that should any of the required policies be canceled, non -renewed, or coverage and/or limits reduced or materially altered before the expiration date thereof, the Insured, their Broker or the Issuing company will provide 30 days written notice to the other party. Each COI shall specify that SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED TO City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701 IN ACCORDANCE WITH THE POLICY PROVISIONS.