HomeMy WebLinkAboutContracts & Agreements_137-2021AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of demographic consulting services ("Agreement") is made
and entered in this 20th day of July, 2021 ("Effective Date"), by and between the City of Redlands, a
municipal corporation ("City") and National Demographics Corporation, a California corporation
("Consultant") City and Consultant are sometimes individually referred to herein as a "Party" and,
together, as the "Parties." In consideration of the mutual promises contained herein, City and
Consultant agree as follows
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ARTICLE 1 — ENGAGEMENT OF CONSULTANT
City hereby engages Consultant to provide City with demographic analyses related to the
California Voting Rights Act of 2001, including possible changes to City's Councilmember
district boundaries, based on the 2020 Census data services (the "Services")
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the Services
to City at a level of competency presently maintained by other practicing professional
consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2 1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to, any applicable State prevailing
wage laws
ARTICLE 3 — RESPONSIBILITIES OF CITY
3 1 City designates Brian Desatnik, Development Services Department Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4 1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is
attached hereto and incorporated herein by reference The Services shall commence within
ten (10) days of the Effective Date of this Agreement.
4.2 Consultant shall complete the Services to City's reasonable satisfaction by June 30, 2022,
unless the Services are terminated earlier as provided for herein.
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4 3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with City
Council adopted policy for the same It shall be the obligation of Consultant to obtain a copy
of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5 1 Total compensation for Consultant's performance of the Services shall not exceed the
amount of sixty thousand dollars ($60,000) Within ten (10) days of the Effective Date of this
Agreement, Consultant shall submit an invoice to City in the amount of nineteen thousand
five hundred dollars ($19,500), which shall be paid by City within thirty (30) days of City's
receipt of such invoice If, during the term of this Agreement, City and Consultant
subsequently determine that it is necessary for City to update its Councilmember district
boundaries, Consultant shall submit an additional invoice which also shall be paid by City
within thirty (30) days of City's receipt of such invoice in the amount of five thousand one
hundred twenty five dollars ($5,125) The balance of either twenty nine thousand seven
hundred fifty dollars ($29,750) or twenty four thousand six hundred twenty five dollars
($24,625) (depending upon whether the aforementioned $5,125 for adjustment of district
boundaries had been invoiced and any additional per -meeting costs or analysis requested by
City, if applicable, up to the not -to -exceed amount shall be invoiced at the conclusion of the
Services City shall pay Consultant in accordance with Exhibit "C," titled "Fee Schedule and
Payment Terms," which is attached hereto and incorporated herein by reference All of
Consultant's invoices shall include a brief description of the Services performed, the dates
the Services were performed, the number of hours spent and by whom, and a description of
reimbursable expenses related to the Services. City shall pay Consultant no later than thirty
(30) days after receipt and approval by City of Consultant's invoice
5.2 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of
delivery in person, (ii) five (5) days after deposit in first class registered mail, with return
receipt requested, (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or express
mail, in each case properly posted and fully prepaid to the appropriate address set forth
below, or such other address as a Party may provide notice in accordance with this section.
CITY.
Brian Desatnik
City of Redlands
35 Cajon Street, Suite 20
P 0 Box 3005 (mailmg)
Redlands, CA 92373
bdesatnik@cityofredlands org
Phone (909) 798-7593
CONSULTANT.
Douglas Johnson, President
National Demographics Corporation
P O Box 5271
Glendale, CA 91221
Email. djohnson@ndcresearch.com
Phone 818-254-1221
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ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6 1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not perform
any Services unless and until the required insurance listed below is obtained by Consultant.
Consultant shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30) days
prior written notice to City
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self -insured or exempt from the workers' compensation laws of
the State of California. Consultant shall execute and provide City with Exhibit "D," titled
"Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services
B Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury
is required. City shall be named as an additional insured and such insurance shall be
primary and non-contributing to any insurance or self-insurance maintained by City
C Business Auto Liability coverage, with minimum hmits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability This coverage shall include all Consultant owned vehicles used in
connection with Consultant's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles City shall be named as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City
D Consultant is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City In the event of mutual agreement by the Parties
to assign or subcontract a portion of the Services, Consultant shall add such assignee or
subcontractor as an additional insured to the insurance policies required hereby and
provide City with the insurance endorsements prior to any Services being performed by
the assignee or subcontractor
6 2 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or habihty, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned by
any negligent act or omission by, or the willful misconduct of, Consultant, or its officers,
employees and agents in performing the Services.
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ARTICLE 7 — CONFLICTS OF INTEREST
7 1 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest In real property or investment that would be affected in any manner or degree by the
performance of Consultant's Services. Consultant further covenants and represents that in the
performance of its duties hereunder, no person having any such interest shall perform any
Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform
Act because Consultant:
A. Does not make a governmental decision whether to
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item,
(vi) adopt, or grant City approval of, policies, standards or guidelines for City or
for any subdivision thereof.
B Does not serve in a staff capacity with City and in that capacity, participate in making
a governmental decision or otherwise perform the same or substantially the same
duties for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302
7.3 In the event City determines that Consultant must disclose its financial interests, Consultant
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions provided
by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of
this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled
to the recovery of its reasonable attorneys' fees, including fees for the use of in-house
counsel by a Party
8.2 Consultant shall not assign any of the Services, except with the prior written approval of City
and in strict compliance with the terms and conditions of this Agreement. Any assignment or
attempted assignment without such prior written consent may, in the sole discretion of City,
result m City's immediate termination of this Agreement.
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8 3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor Neither City nor any its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set forth.
Consultant shall supply all necessary tools and instrumentalities required to perform the
Services Assigned personnel employed by Consultant are for its account only, and in no
event shall Consultant or personnel retained by it be deemed to have been employed by City
or engaged by City for the account of, or on behalf of City Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent,
nor shall Consultant have any authority, express or implied, to bind City to any obligation.
8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than
five (5) days prior written notice to Consultant of City's intent to terminate If this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be made,
but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2)
any payment due Consultant at the time of termination may be adjusted to the extent of any
additional costs to City occasioned by any default by Consultant. Upon receipt of a
termination notice, Consultant shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of project
related data, design calculations, drawings, specifications, reports, estimates, summaries and
such other infoiination and materials as may have been accumulated by Consultant in
performing the Services. Consultant shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8 5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Consultant
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Consultant.
8 6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any amendment
to this Agreement shall be in writing, approved by City and signed by City and Consultant.
8 7 This Agreement shall be governed by and construed in accordance with the laws of the State
of California, without regard to its conflicts of laws provisions The Parties agree that all
actions or proceedings arising in connection with this Agreement shall be tried and litigated
only in the state courts located in San Bernardino County, California, and the federal courts
located in Riverside County, California.
8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall
be deemed severable from the remainder of this Agreement and shall not affect, impair or
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invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless
to do so would deprive a Party of a material benefit of its bargain under this Agreement
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement
CITY OF REDLANDS
NATIONAL DEMOGRAPHICS
CORPORATION
By
Paul T Banch, Mayor Douglas Johnson, President
ATTEST
nne Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Project Planning and Initial Outreach
a. NDC works with the jurisdiction to prepare a detailed project timeline of expected outreach
efforts, public forums, formal hearings, draft map dates, and final map adoption dates
b Create the project website NDC will build a project website that the jurisdiction can simply link
to from the jurisdiction site
c NDC will work with jurisdiction and County Registrar staff to confirm GIS boundaries and to
identify and include in our redistricting database any available GIS data that NDC and the
jurisdiction identify are likely to be useful as mapping references for NDC, the public, and for
the jurisdiction.
d. Project outreach begins with initial alerts and `invitations to participate' sent out to the general
public, to overlapping jurisdictions, and to community organizations
Initial Data Analysis and Initial Hearings / Forums
e NDC prepares total population estimates for use in initial hearings and any public mapping tools
f. NDC adds socio-economic data from the Census Bureau's American Community Survey to the
state demographic data.
NDC matches the demographic database to the existing election areas.
h. NDC prepares a report regarding the demographics and compliance with state and federal criteria
of the existing election areas, including maps of "protected class" population concentrations and
other socio-economic data often referenced in redistricting (such as income, education levels,
children at home, language spoken at home, renters / homeowners, and single-family / multi-
family residences)
i. NDC report is circulated to the jurisdiction and into the project outreach messaging
Hearings / Forums NDC presents an overview of the redistricting laws and criteria, jurisdiction
demographics, and the population balance of the existing election areas and their compliance (or
possible lack thereof) with state and federal requirements. The Public Participation Kit are
included in the project, and their use is demonstrated to the public
k. The project timeline and outreach plan are presented to the public for comments and feedback,
along with a request to the public to provide guidance on what residents consider key
neighborhoods, communities of interest, and other project -related regions in the jurisdiction.
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1. Outreach efforts continue with messaging to the public, with special focus on community groups
with an interest in the redistricting.
Draft Mapping Time
m. 2020 Census total population counts released and California Statewide Database completes
"prison adjustments" of the data. Total population counts in outreach materials and mapping
tools are updated with the official Census data.
n. If the existing election areas are in compliance with state and federal rules and balanced, the
jurisdiction decides whether to stop at this "Still Balanced" point or to continue with a standard
redistricting.
o Outreach efforts continue with messaging reminding the public of the opportunity to provide
written or mapped input on how the maps should be drawn and welcoming any maps residents
with to submit.
p The public deadline for submitting any initial draft maps will be approximately seven days prior
to the official deadline to post all draft maps online (to provide NDC time to process any draft
maps received, and for NDC to develop our own two to four initial draft maps)
q All outreach channels are used to inform the public about the opportunity to submit draft maps
and to encourage participation in the review of the upcoming draft maps
r NDC processes all public draft map submissions, drafts NDC's draft maps, summarizes all of the
draft maps The maps, related demographics, and summaries are provided by NDC in web -
friendly formats These process maps are posted on the project website and on the NDC-
provided interactive review map
s At the jurisdiction's option, one or more informal workshops or public forums are held to gather
residents' reactions to and preferences among the draft maps
t. The jurisdiction holds a hearing to review the draft maps, narrow down the list of initial draft
maps, and provide direction on any desired new or revised maps
u. Time provided for the public to submit any new maps and for NDC to provide maps based on the
direction at the hearing. During this time, additional outreach is conducted to inform interested
residents and community groups of the selected `focus maps' and the remaining opportunities to
participate in the process
Map Adoption
v Any new or revised maps, related demographics, and summaries are posted on the project
website
w At the jurisdiction's option, one or more informal workshops or public forums are held to gather
residents' reactions to and preferences among the remaining maps
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x One or more hearings are held to continue the review and refinement of the focus maps and,
ultimately, adopt the final map
y Outreach continues to inform residents and community groups of the progress of the project,
opportunities for future participation, and, ultimately, which map is adopted
z Following map adoption, NDC coordinates map implementation with the County Registrar,
informing the jurisdiction staff of the progress, any issues, and ultimate completion of that work
as NDC works with the jurisdiction staff to ensure preservation of all project data and records,
including GIS-format versions of the adopted map
Project Website
NDC will create, host, and update project website
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EXHIBIT "B"
PROJECT SCHEDULE
This timeline is subject to change based upon ongoing changes in the date when official population
data will be available and possible changes in state deadlines.
July - August 2021
Project Planning and Initial Outreach
August - September 2021
Initial Data Analysis and Initial Hearings / Forums
October 2021 - January 2022
Draft Mapping Tim
January - April 2022
Map Adoption
May - June 2022
Contingency and project close-out
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EXHIBIT "C"
Fee Schedule and Payment Terms
Project Pricing
1 Flat -Rate Cost/Basic Project Elements (covers project elements listed m the scope including
the project website, the public participation kit, and five in -person meetings) $ 49,250
2 Additional Per -Meeting expense, if requested by the City
• In -person attendance, per meeting
• Virtual (telephonic, Zoom, etc ) attendance, per meeting
$ 2,750
$ 1,250
Per -meeting pnces mclude all travel and other anticipated meeting -related expenses Telephone calls
to answer questions, discuss project status, and other standard project management tasks do not
count as meetings and do not result in any charge
3. "Still Balanced" Exception
For a few jurisdictions, the existing election areas will still meet the equal population and voting
rights act requirements usmg new 2020 Census data and the requirements of California's new "Fair
Maps" law These jurisdictions have the option to simply retain the existing map without drawing
and holding hearings on alternative maps For jurisdictions ehgible to use this approach, the project
would conclude with that decision, and the following price would replace the regular "Flat -Rate
Cost" stated above
"Still Balanced" Flat -Rate Cost: $ 19,500
• Two in -person meetings
• Project website
• Compile total population and Citizen Voting Age Population data
• Import existing election area lines
• Compile population data by election area and calculate population deviations, prepare memo
summarizing findings
If more than two meetings have been held pnor to the "still balanced" finding and the decision to
stay with the existing districts, those additional meetings would be added to the cost at the "per
meeting" rate stated above
4. Other Potential Project -Related Expenses:
The most common additional project expenses would be any site or staff costs for conducting the
community forums and the cost of printing or copying paper copies of the "Public Participation Kit "
In NDC's expenence, most participants will download and pnnt the Kits in their own homes or
offices
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5. Additional Analysis:
NDC is happy to assist with any additional analysis that the client requests at our standard hourly
rates
Principal (Dr Douglas Johnson)
Vice President (Justin Levitt)
Senior Consultant
Consultant
Analyst / Clencal
$300 per hour
$250 per hour
$200 per hour
$150 per hour
$50 per hour
Dr Johnson is also available for deposition and/or testimony work if needed, at $350 per hour
6. Payment Terms:
The "Still Balanced" Flat Rate fee in the amount of $19,500 shall be paid to NDC at the start of the
project If it is determined that it is necessary to update the district lines, an additional payment in
the amount of $5,125 shall be due to NDC The $24,625 balance of the Flat -Rate Cost, and any
additional per -meeting costs or analysis requested by the City, if applicable, up to the not -to -exceed
total amount of $60,000, shall be paid at the conclusion of the project
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EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to self -
insure, either as an individual employer, or as one employer in a group of employers,
which may be given upon furnishing proof satisfactory to the Director of Industrial
Relations of ability to self -insure and to pay any compensation that may become due
to his or her employees
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this Agreement.
(Labor Code § 1861)
I affirm that at all times, in performing the work and activities required or permitted under this
Agreement, I shall not employ any person in any manner such that I become subject to the workers'
compensation laws of California. However, at any time, if I employ any person such that I become
subject to the workers' compensation laws of Cahforma, immediately I shall provide the City with a
certificate of consent to self -insure, or a certification of workers' compensation insurance
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
NATIONAL DEMOGRAPHICS CORPORATION
By•
Douglas Johnson, President
Date 07 / 16 / 2021
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V HELLOSIGN Audit Trail
TITLE Contract for Demographic Consulting Services
FILE NAME National Demograp 1 1 FY20-0153 pdf
DOCUMENT ID e8e576cf278b299231b13ecfea0424414a2b1e52
AUDIT TRAIL DATE FORMAT MM / DD / YYYY
STATUS Completed
Document History
SENT
VIEWED
07 / 14 / 2021
22 50 12 UTC
07 / 16 / 2021
23 10 55 UTC
07/16/2021
SIGNED 23 11 55 UTC
�✓ 07 / 16 / 2021
COMPLETED 23 11 55 UTC
Powered by V HELLOSIGN
Sent for signature to Douglas Johnson
(djohnson@ndcresearch com) from dsd01 @cityofredlands org
IP 47 181 153 216
Viewed by Douglas Johnson (djohnson@ndcresearch com)
IP 47 232 216 133
Signed by Douglas Johnson (djohnson@ndcresearch com)
IP 47 232 216 133
The document has been completed