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CA Demographic Services for District ElectionsAMENDED AGREEMENT FOR PROFESSIONAL SERVICES FOR DEMOGRAPHIC SERVICES This Agreement is made and entered into this ~ day of AV1" \ \ , 20 la, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and National Demographics, Inc., (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY needs the services of a demographer in connection with the detennination and establishment of four new CITY electoral districts; and WHEREAS, CONTRACTOR is qualified and willing to provide the needed services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. Assistant City Attomey Lisa Goldfien is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Douglas Johnson is hereby designated as the PROJECT DIRECTORS for CONTRACTOR, and will be assisted by Shalice Tilton Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substi tution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perfonn the duties and/or provide services as described in the scope of work attached hereto as Attachment A and incorporated herein by reference, including personal attendance at -five (5) City Council and/or community meetings on March 1, March 5, March 12, March 19, and April 2, 2018 and provision of the map drawing tools and hosting of the online interactive system that are listed as optional services in Attachment A. ORIG NAL 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perfonn the duties as follows: Provide necessary data, assist with meeting setup and plmming, and issue the required official public hearing notices, issue any necessary official city reports, and provide the official notification to the County Registrar at the completion of the project. 4. COMPENSATION. For the full perfonnance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR the amounts specified in Attachment A, Scope of Work, including the not to exceed amount and conditions specified therein. City shall pay Contractor within a reasonable amount of time following receipt of invoices, with no more than one-half of the estimated project fee invoiced at the beginning ofthe project, and the remainder invoiced after project completion. 5. TERM OF AGREEMENT. The tenn of this Agreement shall be for 1 year commencing on January 26, 2018, and ending on January 25, 2019. Upon mutual agreement of the parties, and subject to the approval of the City Manager the tenn of this Agreement may be extended for an additional period of 1 year. 6. TERMINATION. A. Discretionary. Either party may tenninate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may tenninate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or con-ect the cause of the tennination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of tennination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon telmination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the perfonnance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thilty (30) days after tennination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the perfonnance of its duties under this Agreement, shall be the sole property of CITY. CITY may 2 use said propelty for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in cOlmection with its perfonnance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the perfonnance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the tenn of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occun'ence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional perfonns any of the services required to be perfOlmed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occun'ence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's perfonnance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section . 4. If it employs any person, CONTRACTOR shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall be specitically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation 3 insurance, the insurance policies shall be specitically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "pIimary and noncontIibutory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injlllY. 4. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance . CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Fonn, then, following tennination of this Agreement, said insurance coverage shall survive for a peIiod of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primmy and noncontributOlY basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8 . It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess ofthe specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthennore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PRO JE CT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to 4 CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attomey's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver ofthe right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnity, release, defend with counsel approved by CITY, and hold hannless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attomey's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S perfonnance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S perfonnance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attomeys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be perfonned by a design professional as that tenn is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent pennitted by law, indemnity, release, defend and hold hannless the City Indemnitees from and against any CLAIMS that arise out ot: pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the perfonnance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willntl misconduct of CITY. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 5 C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the nill period of time allowed by law . 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the perfo1111ance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the perfOlmance of its duties and obligations under this Agreement. CONTRACTOR shall perf 01111 all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third pmty, any benetit or right owed by one party, under the te1111S and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or pe1111itted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivelY, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: 6 Lisa A. Goldfien Assistant City Attomey City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Douglas Johnson 1520 N Pacific Ave PO Box 5271 Glendale, CA 91221 16. INDEPENDENT CONTRACTOR. For the purposes , and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT --AMENDMENTS. A. The tenns and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all plior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The tenus and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the tenns and conditions of this Agreement, and the tenus and conditions of the attached exhibits or the documents expressly incorporated by reference, the tenns and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses , assessments, unpaid checks or other amounts. 19 . WAIVERS. The waiver by either patty of any breach or violation of any tenu, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other tenn, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other tenn, covenant, condition, ordinance, law or regulation . The subsequent acceptance by either party of any fee, perfonnance , or other consideration which may become due or owing lmder this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any tenn, condition, covenant ofthis Agreement or any applicable law, ordinance or regulation. 7 :20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the tenns and conditions of this Agreement, or mising out of the perfol111ance of tills Agreement, may recover its reasonable costs (including claims administration) and attomey's fees expended in connection with such action. :21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal ta'{es and any other applicable taxes. CITY shall not be required to pay for any work perfomled under this Agreement, until CONTRACTOR has provided CITY with a completed Intemal Revenue Service Form W-9 (Request for Taxpayer ldentification Number and Celtification). 22. APPLICABLE LAW. The laws of the State ofCaliforrua shall govem tIlls Agreement. IN WITNESS WHEREOF, the pmties have executed this Agreement as of the day, month and year first above \vritten. CITY OF SAN RAFAEL ATTEST: ES"FIIER C. DEHUffi. City Clerk Lin.~>().'1 LA.Y-~ APPROVED AS TO FORM: s CONTRACTOR Name: Douglas 10hnson Title: President ATTACHMENT A (Scope of Work) National Demographics Corporation shall perform the services in the following manner: Scope of Work Includes all of the services listed below ....................................................................... $19,500 • Project Setup and coordination: o Development of redistricting database including Census and California Statewide Database data ; o Incorporation of any Geographic Information System (GIS) data that the District wishes to include and provides (often including school locations; school attendance areas; important local landmarks; or local neighborhood boundaries); o Initial discussion with key staff and/or Council members about demographics, communities of interest, schedule and criteria; o Any phone-or web-conference calls to discussion the project's progress or answer any Council, staff or media questions that may arise ; • Plan Development: o Creating of 2 to 4 initial draft maps for Council and public consideration; o Analysis and preparation for Council consideration of all whole or partial plans submitted by the public; o Conversion of all maps and reports to web-friendly versions for online posting; o Online posting of all maps to an interactive website for detailed review; o Any requested additional maps and/or map revisions requested; • Plan Presentation : o Presentations at Council meetings and/or public forums by phone-or web conference (for the "in person presentation" fee listed under "optional elements" below is applicable); • Work with the County Registrar of Voters to implement the final adopted plan. Districting Project Elements Selected additional options : • In-person presentation at five Council meetings, facilitation of public forum(s), and/or any other requested meetings; ................................... $10,000 ($2,000 per in-person meeting) • Map drawing tools (no later than 2/12/18)* ................................................. $1,500 o Paper-only maps o Paper maps with a Microsoft Excel Supplemental Kit • Hosting , managing and processing submitted plans for an online interactive system that allows public to draw and submit proposed districting plans through a standard web browser (no later than 2/12/18)** .............................................................. $12,500 Stated prices include all travel, printing (except public participation kits and any large-plot maps), and other anticipated expenses. * Map drawing tools available for public use no later than 2/12/18 ** Online interactive map tool available for public use no later than 2/12/18 With the current schedule of NDC Staff in-person attendance at 5 meetings or forums (with multiple meetings or forums on the same day counted as just one meeting for billing purposes), NDC's work is expected to total $43,500. NDC's contract is not to exceed $45,500 without specific written approval by the city. CONTRACT ROUTI NG FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Attorney Project Manager: Lisa A. Goldfien Extension: 3081 Contractor Name: National Demographics, Inc. Contractor's Contact: Doug Johnson, President Contact's Email: djohnson@ndcresearch.comn o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael,org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA> $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval /;I. /I),.A PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts)N..t ~ 8 City Manager / Mayor Agreement executed by Council a~thorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE 1/23/2018 1/23/18 3/27/2018 2/9/2018 4/17/2018 0 N/A Or .l ·~tm~,a' ... 5/29/18 ~/3t)JI'1 S/'3ojl?F S--!YJ-t6' ~Iqf 20\'0 REVIEWER Check/Initial ~ ~ ~ ~ ~ ~ ,IJA- ,1Jiy c1 K 'f)~ v