HomeMy WebLinkAboutNERA ECONOMIC CONSULTING AGREEMENT
NERA
Economic Consulting
NERA Economic Consulting
1006 East 39th St.
Austin, TX 78751
Tel: 512 371 8995 Fax: 512 371 9612
www.nera.com
October 15,2007
Mr. Stephen Shepherd
County Attorney
Augusta-Richmond County
701 Greene St., Suite 104
Augusta, GA 30901
Consulting Services Agreement
This Consulting Services Agreement (this "Agreement") is made and entered into this 18th day
of October, 2007, by and between National Economic Research Associates, Inc., a company
organized under the laws of the State of California ("NERA") ("Consultant") and the
Consolidated Government of Augusta-Richmond County, Georgia (the "City").
Whereas, NERA is in the business of providing economic research and consulting services; and
Whereas, the City desires to retain the services ofNERA for a project or projects relating to RFP
Item #07-115, a Comprehensive Disparity Study for the Disadvantaged Business Enterprise
Department (the "Project").
Now, therefore, in consideration ofthepremises and mutual agreements contained herein, the
parties hereto agree as follows:
1. Consultant's Services
The City hereby retains NERA and NERA agrees to be so retained on the terms and conditions
set forth in this Agreement to assist the City in connection with the Project. NERA's services
shall consist of the services described in Appendix A hereto (the "Services").
2. Fees, Exvenses and Taxes
In consideration for the Services to be provided by NERA hereunder, the City shall pay to
NERA the amounts that can be derived from the rates set forth in Appendix B hereto. Payment
shall not be conditional on the outcome of the Project. The City shall also reimburse NERA for
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October 15, 2007
all costs and expenses incurred by NERA in connection with its performance hereunder.
Payment on invoices submitted shall be made within thirty (30) days ofthe date thereof. NERA
reserves the right to stop work or resign from the Project if payment is unduly late.
3. Independent Contractor Status
In connection with this Agreement, NERA shall be an independent contractor and as such shall
not have any authority to bind or commit the City.
4. Ownership and Use of NERA Materials
The City and NERA intend that all property rights to any and all project deliverables created by
NERA specifically for the City and paid for by the City pursuant to this Agreement,
(collectively, "Deliverables"), shall belong to the City. NERA shall disclose all such items to the
City. To the extent permitted by the U.S. Copyright Act, 17 USC S 101 et seq., the Deliverables
are a "work made for hire," and all ownership of copyright in the Deliverables shall vest in the
City at the time they are created. To the extent that the Deliverables are not a "work made for
hire," NERA hereby sells, assigns and transfers all right, title and interest in and to the
Deliverables to the City, including the right to secure copyright, patent, trademark, and other
intellectual property rights throughout the world and to have and to hold such copyright, patent,
trademark, and other intellectual property rights in perpetuity. NERA retains all of its rights in
its methodologies and methods of analysis, ideas, concepts, expressions, know how, methods,
models, tools, techniques, skills, generic industry information, knowledge and experience (and
any graphic representations of any of these) whether now possessed or hereafter acquired by
NERA. All materials from which the Deliverables are derived are part of NERA' s working
papers. Such intellectual property will not be deemed "works made for hire." Upon completion
of the contract, NERA is permitted to use the working papers for purposes other than for the
project insofar as the working papers so used are not used in any way as to be detrimental to the
City or this contract. No recognition of this contract shall be made when using the working
papers for other purposes unless the City has granted its permission in writing to so recognize the
City. Such permission to recognize City must be requested by NERA on a case by case basis.
It is understood and agreed that NERA's services may include advice and recommendations;
however all decisions in connection with the implementation of such advice and
recommendations shall be the sole responsibility of, and made by, the City.
5. Confidential Information
Neither NERA nor any of its employees will disclose any information specifically identified as
confidential at or prior to disclosure to NERA by the City (the "Information") for any purpose
other than in furtherance of the Services to be rendered by NERA to the City hereunder. NERA
shall take all steps reasonably necessary so tl}.at the confidentiality of the Information in NERA's
possession shall be maintained by it. Upon termination ofNERA's engagement, all documents
and records in NERA's possession containing the Information shall be returned to the City if so
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October 15, 2007
requested by the City. NERA may, however, subject to its obligations of confidentiality
hereunder, retain copies of its work product which may contain the Information for archival
purposes and to defend its work product. Notwithstanding anything to the contrary contained
herein, the provisions of this Section 5 shall not apply to any Information:
(i) which at the time disclosed to, or obtained by, NERA is publicly available;
(ii) which becomes publicly available through no fault ofNERA;
(iii) which was communicated to NERA by a third party who is not, to NERA's knowledge,
subject to any confidentiality obligations with respect thereto;
(iv) which is independently developed by NERA;
(v) which is required to be disclosed by law, including, without limitation, pursuant to the
terms of a subpoena or other similar process or in connection with a litigation, arbitration
or other proceeding; provided, however, that NERA shall use commercially reasonable
efforts to give prior timely notice of such disclosure to the City to enable the City to
challenge any such legal process; or
(vi) following the lapse of three (3) years from the date of disclosure to NERA.
In performing the Services, NERA will use all information supplied by the City without
independently verifying its accuracy and NERA assumes no responsibility for the accuracy or
completeness of such information.
NERA agrees that its conclusions and any reports are for the confidential use and information of
the City and that it will not disclose its conclusions in whole or in part to any persons
whatsoever, other than to submit its written documentation to the City and will only discuss the
same with it or its authorized representatives. Upon completion of this Agreement term, all
documents, drawings, reports, maps, data and studies prepared by NERA pursuant thereto shall
become the property of the City and be delivered thereto.
Articles, papers, bulletins, reports, or other materials reporting the plans, progress, analyses, or
results and findings of the work conducted under this Agreement shall not be presented publicly
or published without prior approval in writing of the City.
It is further agreed that if any information concerning this project, should be released by NERA
without prior approval from the City, the release of same shall constitute grounds for termination
of this Agreement without indemnity to NERA, but should any such information be released by
NERA or by the City with such prior approval, the same shall be regarded as public information
and no longer subject to the restrictions of this Agreement.
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6. Term
This Agreement shall be effective as of October 1,2007, and shall terminate on December 31,
2008, unless the term hereof is extended pursuant to express written agreement of the parties or
terminated earlier in accordance with Section 7 hereunder.
7. Termination
(a) The City may, upon giving at least twenty (20) calendar days' prior written notice identifying
specifically the basis for such notice, terminate this Agreement for breach of a material term
or condition of this Agreement, provided NERA shall not have cured such breach within the
twenty (20) day period.
(b) The City may at any time and without cause terminate this Agreement upon giving at least
thirty (30) calendar days' prior written notice.
(c) Upon termination of this Agreement for any reason, (i) NERA will cease all work and shall
upon request promptly provide to the City all materials provided to NERA by the City in
connection with this Agreement and all work product and files specific to the City developed
by NERA under this Agreement, provided that NERA shall be entitled to keep a copy of such
work product and files, subject to Section 5 hereunder; and (ii) NERA shall be entitled to
payment of all fees for work performed by NERA and reimbursement of expenses incurred
as provided in Section 2 through the effective date of such termination.
8. Cooperation
The City shall provide all necessary cooperation and information to enable NERA to provide
Services pursuant to this Agreement.
9. Liability
Neither NERA nor the City will be liable to the other in connection with the Services or any
matter relating to the Services for any indirect, special, punitive, consequential or incidental
damages, including loss of profits. In addition, NERA will not be liable to the City to the extent
any claim or claims individually or in the aggregate exceed the total professional fees paid to
NERA for the Services.
10. Insurance
NERA shall procure and maintain at its expense, during the term of this agreement, such
insurance coverage as is customarily maintained by companies in the same type of business as
NERA.
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11. Force Maieure
Neither party shall have any liability for any failure or delay in performance of its obligations
under this agreement because of circumstances beyond its reasonable control, including, without
limitation, acts of God, fires, floods, earthquakes, acts of war or terrorism, civil disturbances,
sabotage, accidents, unusually severe weather, governmental actions, power failures,
computer/network viruses that are not preventable through generally available retail products,
catastrophic hardware failures or attacks on its server.
12. Non-Solicitation
The City and NERA shall not, during the term of this Agreement and for a period of one (1) year
thereafter, solicit for employment, employ or otherwise engage (or assist any third party to solicit
for employment, employ or otherwise engage) any officer, consultant or other professional or
managerial level employee who was employed by the other during the term of this Agreement
and involved with the Project.
13. Conflicts of Interest
It is NERA's practice to serve multiple clients within industries, including those with potentially
opposing interests. By signing this Contract, NERA agrees that, while it is providing services for
the City, it will not represent any other party or other client which may create a conflict of
interest in its representation of the City which would adversely affect NERA's performance of
services for the City or would compromise the confidential information of the City.
14. Dispute Resolution
If any dispute between the City and NERA arises out of any matter governed by this Agreement,
each of the City and NERA will first attempt in good faith to reach a settlement through
negotiation by its appointed representatives. If the dispute is not resolved within sixty (60)
calendar days of the first meeting between the representatives, or no such meeting is held within
sixty (60) calendar days of notification in writing of the existence of a dispute, each party will
attempt to settle the dispute with the aid of an impartial mediator. If mediation is not
commenced or the dispute is not resolved within sixty (60) calendar days after the date the
dispute is subject to mediation as set forth above, then either party can commence any action,
suit or proceeding with respect to such dispute.
In the event that any dispute between the City and NERA is not settled through negotiation or
mediation, all claims, disputes, and other matters in question between Augusta and NERA
arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior
court of Augusta-Richmond County, Georgia. NERA, by executing this agreement, specifically
consents to jurisdiction and venue in Richmond County and waives any right to contest the
jurisdiction and venue in the Superior Court of Richmond County, Georgia.
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15. Governing Law
The law of the State of Georgia shall govern the contract between the City and NERA with
regard to its interpretation and performance, and any other claims related to this agreement.
16. Entire Agreement
This Agreement, including the Appendices attached hereto, constitutes the full and complete
understanding between the parties hereto about its subject, superseding all prior agreements,
understandings and negotiations with respect to such matters.
17. Severability
If any provision of this Agreement is held or declared to be prohibited or invalid under
applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or the remaining provisions of
this Agreement.
18. Amendment
This Agreement may be amended or supplemented only in writing signed by both NERA and the
City.
19. Assignability
This Agreement shall be binding upon and inure to the benefit of the parties' respective
successors. Neither party hereto may assign any of the rights or obligations created by this
Agreement except with the express written consent of the other party hereto.
20. Survival
The obligations of the parties under this Agreement that by their nature continue beyond the
termination of this agreement shall survive any termination of this agreement.
21. Rights of Third Parties.
No person who is not a party to this Agreement (including without limitation any employee,
officer, agent, representative or subcontractor of either party) shall have any right to enforce any
term of this Agreement.
In witness whereof, the parties hereto have executed this Agreement as of the date first above
written.
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National Economic Research Associates, Inc.
By:
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Name:
Title:
Date:
Jon Wainwright
Vice President
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By:
Name:
Title:
Date:
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October 15, 2007
APPENDIX A
Description of Services:
NERA Economic Consulting's "Proposal to Conduct a Comprehensive Disparity Study for the
Disadvantaged Business Enterprise Department, RFP Item #07-115, Prepared for the
Consolidated Government of Augusta-Richmond County, Georgia" dated April 20, 2007, pp. 16-
31, is herein incorporated by reference.
Progress Reporting:
NERA will conduct monthly progress meetings by telephone with the City's project manager
throughout the course of this agreement. The City's project manager shall request the meetings
and they shall be scheduled at a mutually convenient time within five (5) business days of the
request.
Written progress reports will be provided to the City's project manager on a quarterly basis
throughout the course of the agreement.
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APPENDIX B
The firm fixed price for this Project is $548,093. The estimated allocation ofthis firm fixed price
appears in the figure on the following page.
The timeline of 52 weeks commences on the date this agreement is fully executed by both
parties.
Travel expenses in this contract shall be subject to the U.S. General Services Administration's
(GSA) per diem rates for the State of Georgia, as specified at the following INTERNET URL:
http://\\T\\/w.gsa.gov/Portal/gsalep/ contentV iew .do ?querv Year=2008&contentType=GSA BASI
C&contentId=17943&quervState=Georgia&noc=T (viewed 10/12/2007).
The City agrees to provide NERA with a letter requesting that lodging providers in Augusta
extend State of Georgia government employee rates to NERA employees while travelling to
Augusta on business related to this agreement.
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M/W/DBE Disparity Study for the Consolidated Government of Augusta-Richmond County, GA: Price Sheet Detail, Includi'ng
Staffing Levels, Subconsultant Commitments, Out-of-Pocket and Travel Expenses .
TASK
A. Project Initiation Meeting
B. Study Task Force Meeting
C. Fill Final Data Request (*)
D. Assemble Master M/W/DBE Directory
E. Legal Standards
F, Prepare Master Contract/Subcontract Database
G. Determine Geographic & Product Markets
H. Race- and Gender-Neutral alternatives
I. Private'Sector Disparity Analysis: SBO data
. Private Sector Disparity Anaiysis: PUMS/CPS MORG data
K. Private Sector Disparity Analysis: Capital Markets
L. Merge Master M/W/DBE Directory and Baseline Universe
M. Mail Surveys (Business Experience)
N. Business Interviews
O. Analysis of Race & Sex Misclassif. and Non~Classif. Surveys
P. Produce Public Sector M/W/DBE Utilization Estimates
Q. Produce M/W/DBE Availability Estimates
R. Produce Public Sector Disparity Analyses
S. Prepare Draft Study Report and Final Study Report
. Program Review and Design Recommendations
U. Presentation of Final Study Report
V. Upgrade recomm. M/W/DBE Data Collection Procedures
TOTAL HOURS
PERSONNEL/SUBCONSULTANT/EXPENSE SUBTOTAL
TRA VEL
No. trips
Average days per trip
Lodging ($90.4 per nigh, incl. tax)
Airfare (round trip costs vary by point of origin)
Ground Transport (Taxi, varies by point or origin)
Ground Transport (Car Rental) ($140 per day)
Mileage ($0.485 per mile)
Meals ($39 per diem)
TRA VEL TOTAL
TOTAL
.
. .
NERA PERSONNEL SUBS EXPENSES
TIMEUNE Non-travel
Officers Analysts CHA Officers Out-of-
Pocket
Weeks 1-2 4 2 4
Weeks 2-4 4 2 4
Weeks 4-9 64 21 2
Weeks 1-15 24 85 $ 1,250
Weeks 1-51 24
Weeks 10-41 217 84 $ 10,500
Weeks 10-43 12
Weeks 1-51 24.
Weeks 23-41 8
Weeks 23-41 32
Weeks 23-41 40
Weeks 15-34 32 80 $ 4,500
Weeks 25-48 24 64 $ 42,750
Weeks 25-48 40 120 $ 8,625
Weeks 34-41 32 . $ 51,000
Weeks 39-48 24
Weeks 39-48 24
Weeks 39-48 24
Weeks 41~51 90 48 60
Weeks 45-51 32
Weeks 51-52 8 12 8 $ -
Weeks 49-51 6
1,385 669 438 278
$ 539,190 $ 257,565 $ 65,700 $ 97,300 $ 118,625
2 2 3
2.0 3.0 2.5
, 271' 452 588
2,200 '. 2,200 1,425
.
156 234 293
$ 8,903 2,777 3,316 2,810
$548,093
..
(*) Timeline requires Final Data Reauest is filled no later than Week 6.
Confidential and Proorietarv Business Information - Do Not Distribute without Permission
EXPENSES DETAIL:
Item D: Costs for acquiring various business directories
Item F: Temporary personnel charges for hard copy data keypunch and subcontract data collection
Item L: Acquisition cost for Dun & Bradstreet MarketPlace data
Item M: Cost for 10,000 mail surveys and 1,250 non-response phone surveys
Item N: Miscellaneous costs for six focus groups (transcription, catering, parking, etc.)
Item 0: Cost for 3,000 misclassification/nonclassification phone surveys
.
"______Smu~l~ment!llC9n~YJti!!L~~rvices Agreem~nl_.____
This Supplemental Consulting Services Agreement is made and entered into by and between
National Economic Research Associates, Inc. ("NERA"), a company organized under the laws of
the State of California and the consolidated government of Augusta-Richmond County
("Augusta").
1. Consulting Services Agreement
On or about October 18,2007, NERA and Augusta entered into a Consulting Services
Agreement ("Consulting Services Agreement", attached hereto as Exhibit "A"), wherein the
parties agreed that NERA would provide consulting services for Item #07-115, a Comprehensive
Disparity Study for the Disadvantaged Business Enterprise Department.
2. Extension of Term of Agreement
Paragraph six (6) of the Consulting Services Agreement provided that the term of the agreement
would terminate on December 31, 2008, unless extended pursuant to express written agreement
of the parties. The services agreed upon by the parties in the Consulting Services Agreement
have not yet been complete. By the execution of this Supplementary Consulting Services
Agreement, the parties hereby desire to extend the term of Consulting Services Agreement until
June 30, 2009. The Consulting Services Agreement shall terminate on June 30, 2009, unless the
term thereof is extended again pursuant to express written agreement of the parties.
3. Terms of Original Consulting Services Agreement to Remain in Full Force
The parties hereby acknowledge and agree that each and every term of the original Consulting
Services Agreement of October 18, 2007, including appendices and references, shall remain in
full force, except as modified by this Supplemental Consulting Services Agreement.
National Economic Research Associates, Inc.
By:
Name:
Title:
~~ cV~
. Jon Wain ight
Vice President
Date: ,{ Ir.{{ t:? '1
Attest to by:./
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Date: Z (~) (oCl
Augus;~-~chmond
By: (j(~
Name: Dek Copenhaver'
Title: M or
Date JfJlj!;