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Wabash Scientific/City Council/Redistricting Meomh Zchogllgllc g oogo CONTRACT FOR CONSULTING SERVICES This contract is entered into this 3 day of M 2010, by and between the Carmel City Council (hereinafter referred to as the "Owner and Wabash Scientific, Inc. (hereinafter referred to as the "Consultant WHEREAS, the Owner has determined the need for development of an unbiased platform for the development and assessment of options for drawing new city council district boundaries, and WHEREAS, the Owner has determined that the new council district boundaries must reflect commitments made by the City as to the configuration of the city council district to represent the area known as Southwest Clay, and WHEREAS, the Owner has determined that the statutory limitations of a Third Class City requires that the City of Carmel continue to have five district city councilors, and WHEREAS, the Carmel City Council seeks to establish proper and viable city council district boundaries based on geographic compactness and neighborhood integrity, while avoiding boundary contortion and gerrymandering to the maximum possible extent, and WHEREAS, the results of the 2009 -10 US Census will not be complete as of July, 2010, when the Southwest Clay are will become officially annexed into the corporate limits of the City of Carmel, thereby affording those voting residents the opportunity to be candidates for municipal office, as well as being represented on the Carmel City Council, and WHEREAS, the next regular municipal election in Indiana will generally occur in May, 2011, less than one year after the Southwest Clay annexation takes effect, and WHEREAS, the Carmel City Council wishes to provide for the smoothest and most transparent transition possible to assimilate the voters of Southwest Clay into the incorporated city, and WHEREAS, the Owner has determined that Wabash Scientific, inc., has demonstrated the requisite expertise to assist the Owner in addressing these problems, by assisting the City Council in similar previous efforts, NOW THEREFORE BE IT AGREED, that the Owner and the Consultant shall enter into this contract wherein the Consultant shall provide services in accordance with the Scope of Services set forth below, and for the compensation specified under the section entitled "Compensation for Services," as hereinafter set forth. Z S :1 ci 11- 1 SECTION I: SCOPE OF SERVICES Need for the Project The Carmel City Council seeks to revise the city council district boundaries in 2010, prior to the effective date of the Southwest Clay annexation, which is to take place in July, 2010. The need for revision to the city council district boundaries is based on the desire of the Carmel City Council to smoothly assimilate the Southwest Clay annexation area into the city and to afford the Southwest Clay residents and voters the optimal opportunity to participate in Carmel's municipal government. It is the goal of the Carmel City Council to invest its effort into an early consideration of city council districts in order to provide optimal transparency to the electoral process and to enable potential candidates from the newly annexed areas to identify opportunities to serve in elected office. This city council district effort is undertaken a full year ahead of the statutory requirement in order to afford Southwest Clay residents the best possible opportunity to participate in municipal government. Project Transparency, Cost Control Lines of Communication: In order to protect the public from excessive costs related to the consideration of city council district boundaries, the City Council shall designate a member to manage and orchestrate the efforts of the Consultant in a cost effective manner, such that the Consultant shall not be requested or assigned by individual councilors to perform special tasks or to pursue special district boundary alternatives. In such cases where individual councilors seek to have special research or analysis provided, the council shall assign the re- districting project to a specific city council committee, and the matters related to this contract and to this re- districting effort shall be discussed publicly in publicly advertised city council committee meetings. The designated city council committee shall govern and supervise the work of the Consultant, and the Consultant shall make public presentations to and hold public discussions with the city council committee at the city council committee meetings. In the further interests of transparency of process, the services of the Consultant are entirely precipitated on the premise that all city councilors will have full access to the work of the Consultant and that no councilor will have official documents withheld from them. In addition, the Consultant shall provide all official documents and draft work products to the city council committee chairman in Microsoft Word format for the chairman's review and determination of conformity with the assigned tasks. The city council committee chairman shall determine when the work product of the Consultant has sufficiently addressed the requirements of the task and will circulate those draft working documents to other city council committee members for review and discussion. In honest consideration of similar previous efforts, the parties to this Agreement hereby agree that the Consultant is held harmless in the event that individual city councilors contact the Consultant directly, and without utilizing the agreed procedures for addressing questions and other issues. In such cases where the Consultant is contacted directly by an individual city councilor for any issue beyond simple clarification, the Consultant shall advise said councilor that their request requires the prior consent of the Council president or appropriate committee chairperson and execution of a Change Order as provided herein. 2 Setting Forth City Council District Parameters: Voter registration information will be used as the basis for consideration of city council district boundaries. The Consultant shall obtain the most recent voter registration information available from the Hamilton County Clerk's office (Kathy Richardson, Elections Administrator) for use as the basis for establishing alternatives for the Carmel City Council Districts. As of February 1, 2010, the Consultant has noted that official voter registration data was available for the years 2004 and 2007. In the event that the Hamilton County Clerk's office updates the voter registration information for 2010 prior to the approval of the revised city council district boundaries, the Consultant shall update the 2004 and 2007 precinct information as an Additional Service under this agreement. Creation of a Discussion Matrix of Precinct Information Consistent with previous practices, the Consultant shall construct a matrix of existing Clay Township precinct information for the Owner, excluding the precincts of Home Place. In this case, the Consultant shall prepare a tabular summary of the 2004 and 2007 precinct information for each city council district, showing the trends in registered voters for the 2004 and 2007 periods, for each city council district, by precinct. (The precincts of Home Place are excluded because those precincts are not yet annexed by the City of Carmel. In the events that the Owner later decides to include Home Place precincts in some manner, the inclusion can easily be accommodated as an Additional Service under this contract.) The purpose of this matrix is to transparently establish voter registration trends in each existing council district, and in Southwest Clay, in order that the individual city council members, as well as the public, can comprehend the underlying voter trends which will affect the district boundary alternatives for 2010. In order to responsibly control project costs, the Discussion Matrix will serve as the basis for setting district boundary alternatives. Graphic precinct maps provided by the County Clerk's office in hard copy, as well as being accessible by web, shall be used for reference purposes only. If it becomes necessary for the project to utilize more graphically- intense techniques, the Consultant shall work with the City's GIS office in order to responsibly control costs. The Discussion Matrix will be provided in Microsoft Excel form and will be distributed to each city councilor (by e -mail) as a baseline document, showing trends in voter registration by precinct and enabling the city councilors to comprehend the underlying voter trend dynamic, prior to the inclusion of Southwest Clay precincts. In addition to the Discussion Matrix, itself, the Consultant may provide a brief summary of overall trends in narrative form for general public consumption and transparency. Establishing an Expectation of Compact Electorally Balanced District Boundaries The Owner has invested substantial effort in creating a city council district boundary process which is transparent to the public. In addition to this transparency, the Carmel City Council also states its expectation that city council districts will be compact and efficient, as well as being electorally balanced. The City Council hereby states its preference to avoid tortured, distorted or elongated city council districts in order to provide optimal opportunity for residents /voters to be represented by a city councilor whose residence is reasonably geographically proximate to his /her constituency. In addition, the City Council reserves the right to exercise reasonable discretion in making its final 3 determination of city council district boundaries by including possible future considerations of new growth, such as housing starts, development proposals, population trends, etc., in setting alternative district boundaries. This consideration of existing and future population trends and new developments is believed necessary and appropriate because statute only requires that district boundaries be defined every ten years. (By potentially considering trends in development, the Owner seeks to maintain electoral balance over a longer period between statutorily- required re- districting, thus assuring a greater balance of democratic representation.) Creation of District Boundary Alternatives The Consultant shall use the existing city council district boundaries, as well as the boundaries of the Southwest Clay annexation area, as the basis for developing various city council district boundary alternatives. These district boundary alternatives will not divide or separate any existing precinct as noted in the records of the Hamilton County Clerk's office. Furthermore, the district boundary alternatives to be developed by the Consultant shall also account for district boundary commitments made by the City of Carmel in the Southwest Clay annexation. Generally speaking, the district boundary alternatives shall attempt to maintain existing council districts to the extent possible and practical (in order to preserve existing representative relationships, where possible) while also considering that statute dictates that only five council districts are allowable and that the Southwest Clay area is projected to add over 5,000 registered voters. (The addition of over 5,000 registered voters to elect five district city councilors, along with the City's previous commitment not to divide the Southwest Clay annexation area, has an obvious mathematical impact on the existing council districts which cannot be avoided.) The first round of district boundary alternatives will be designed on the basis of the existing council districts, with the addition of Southwest Clay, and are likely to be predominantly mathematical in their configuration. The Consultant shall provide the members of the City Council Committee with the District Boundary Alternative spreadsheets in Microsoft Excel format via e -mail. Public Discussion The Consultant will be available to make a public presentation of each District Boundary Alternative at a public meeting of the assigned City Council Committee. At such presentation, the Consultant will be prepared to answer questions and receive comments and suggestions from the public and from the city council at the meeting. Input received from the public discussion will be considered in the development and refinement of additional District Boundary Alternatives, if necessary. Other Public Meetings &/or Discussions The Owner may, at its discretion, determine the necessity and /or propriety of holding additional opportunities for public input. Said additional public meetings and /or discussions shall be treated as Change order, as provided herein. Exclusive Authority to Designate a Recommended District Boundary Alternative It shall be the exclusive authority of the assigned city council committee to consider the District Boundary Alternatives presented and to hold a vote on the alternative which the committee believes most appropriately balances the interests of the electorate while meeting statutory requirements. 4 This authority of the city council committee potentially enables the City Council to determine a suitable set of District Boundary Alternatives, or to determine a recommended District Boundary Alternative, for the consideration of the entire City Council, as soon as suitable consensus can be established. If the council committee arrives at consensus early in the process, and is satisfied that one of the early District Boundary Alternatives is suitable for final approval, the project will be concluded early, and at lower cost to the city. Council Committee Recommendation to the Full City Council At such time as the designated council committee has developed consensus regarding a recommended District Boundary Alternative, the Consultant shall prepare a public presentation to the full City Council at a properly scheduled and advertised city council meeting. At this city council meeting, the Consultant will be prepared to receive and answer questions from the City Councilors with regard to the recommended District Boundary Alternative. Once the questions and comments of the City Councilors has been received, the City Council will engage in its own discussion and /or debate and will either approve the recommended District Boundary Alternative by majority vote, or will send the issue back to the designated city council committee for further consideration. Possible Additional Effort to Advise Inform Voters The Owner may, at the Owner's discretion, also choose to instruct the Consultant to perform additional tasks designed to advise and inform voters of the City with regard to proposed changes in city council district boundaries. Such decisions will be the sole authority of the Owner and will be shaped by the Owner's preferences, needs and obligations. Such Additional Effort could potentially include such alternatives as the development of press releases, communication directly with the media, contacting voters, contacting precinct representatives, and other possible methods for optimizing voter transparency and advising the voting public of changes from previous traditions. SECTION II: CHANGE ORDERS All adjustments to the scope of services shall be handled through a separate approval process as a Change Order to the contract. The Owner shall govern the approval of all Change Orders in accordance with standards and processes acceptable at the time of the Change Order. SECTION III: SCHEDULE FOR COMPLETION The Consultant will exert due diligence to provide the services required by the Owner on a timely basis, depending upon the specific assignment or request at the time being made by the Owner. The Scope of Services set forth above clearly allows for the Owner to control and manage the efforts of the Consultant, however, the Scope of Services is deliberately and necessarily open- ended, due to the nature of the substance and process to be considered under this contract. Given the ambiguities inherent in the execution of the Scope of Services, the Consultant expects to provide the designated city council committee with a Discussion Matrix of Precinct Information within ten calendar days of receiving authorization to proceed under this contract. The first set of District Boundary Alternatives will be developed by the Consultant and distributed to 5 the designated council committee by e -mail within 14 calendar days of delivery of the Discussion Matrix of Precinct Information. The Owner shall coordinate, schedule and advertise all city council committee meetings at which the Consultant is expected to make any presentation, or receive any input from the public or from city councilors. The Owner shall be solely responsible for internal discussions, votes and business procedures related to accepted standards of the conduct of business of the Carmel City Council. SECTION IV: COMPENSATION FOR SERVICES The Consultant shall be compensated by the Owner for services provided relative to the Scope of Services outlined in Section I of this contract. The compensation shall be provided on an hourly rate basis using an hourly rate of $150 per hour for Michael Shaver; $90 per hour for firm Associates; and $65 per hour for interns or clerical. In the event that performance of the requested services requires additional assistance of professionals or others outside of the Consultant' s employ, such services may be contracted by the Consultant, with the consultation and permission of the Owner, with the Owner to reimburse such costs as an out of pocket expense as defined herein. The Consultant shall charge such costs as direct costs, billed to the Owner without mark -up. SECTION V: TERMINATION For purposes of this contract, termination is defined as any decision by either party to end the project, or to end the relationship defined in this contract, by suspending work on the project as defined, or on any subsequent phase or stage of the work as it progresses toward implementation, whether that decision is expressed verbally, in writing, or through inactivity or lack of authorization to proceed or through alteration of the scope of services to such an extent that the Consultant can no longer effectively perform the services required. In such case as work is terminated or suspended through inactivity without written notice for more than 60 days, this clause shall apply. This contract can also be terminated without cause by either party upon fifteen (15) days written notice. In the event of termination, the Consultant is entitled to compensation at the same hourly rates as described under the Compensation section of this contract for all uncompensated services performed, including hours expended in excess of any contract amount, and including hours and other costs expended in final settlement of fees and charges during the termination process, including attorney's fees expended in pursuit of collection and settlement. It is further provided that, upon notice of termination, the Consultant shall discontinue any activities on behalf of the Owner unless specifically instructed by the Owner. SECTION VI: RESPONSIBILITIES OF THE OWNER The Owner and Consultant hereby expressly agree that the project can only be successful through committed and cooperative activity on the part of both parties. The Owner may be asked to provide a temporary work area within the offices of the Owner (such as a table /chair), with access to materials, equipment and professional assistance from the Owner's staff, which might be necessary to expedite the execution of any contractual services. 6 As a cost saving measure, the Owner shall provide any and all maps required for the project. The Owner shall perform and provide all information, services and assistance necessary to enable the Consultant to complete the services specified in the Scope of Services in a timely and productive fashion, so as not to delay or prolong the services of the Consultant or to increase the level of effort required to complete the services beyond that which is specifically agreed herein. Should the Owner cause the Consultant to increase the level of effort required to complete the services described in the Scope of Services through delays, inability to reach consensus, or any other circumstance outside of the responsibility or control of the Consultant, the Consultant shall be entitled to compensation for any increased services at the hourly rate prescribed under the Compensation section of this contract. The Owner shall schedule and advertise any necessary public meetings, and shall work with the Consultant to develop required information that is true and accurate for any applications and /or documentation expected or required of the Consultant. Unless otherwise specified in this contract, any services provided in completion of grant applications or grant documents is to be compensated as an Additional Service, as defined herein. The Owner shall expeditiously review any and all draft and final documents developed as a result of this project or in completion of the services specified and shall notify the Consultant immediately of any errors or omissions in the documents. Furthermore, the Owner shall provide the Consultant with a fair and reasonable remedy to correct said errors which would be satisfactory to the Owner. Similarly, the Owner shall notify the Consultant of the exact nature of any changes required in the documents to make all said documents satisfactory and approvable by the Owner. If the Owner fails to detect any errors or omissions in the documents or information developed by the Consultant, or if the owner fails to provide comments, or guidance necessary to perform changes deemed necessary by the Owner, the Owner shall hold the Consultant harmless for those errors and /or omissions that the Owner should have detected with a reasonable review of the content of the document. Further, once the Consultant has made the changes requested by the Owner, the documents shall be considered approved under the terms of this contract, making the consultant eligible for payment in full, immediately upon receipt of the changes. The Consultant shall be held harmless for any actions taken or not taken by any governmental agencies at any level, and at any point in any process related to this contract. The Owner shall be responsible for the accuracy of any information given to the Consultant, either verbally or in writing, especially in the case of information to be included in completion of the services specified. The Consultant shall proceed in good faith with the assumption that all information received from the Owner is true and accurate, and any subsequent finding that information received from the Owner was not true or accurate shall be the sole responsibility of the Owner to correct. Any services necessitated as a result of inaccurate information will be billed to the Owner under the Compensation provisions, herein. The Owner shall provide guidance to the Consultant regarding the most appropriate timing and content of materials to be presented to the public or other constituency of the Owner. 7 VII: OUT OF POCKET EXPENSES The Owner agrees to compensate the Consultant for any out of pocket expenses incurred as a result of performance of the Scope of Services or any Change order as set forth above. Anticipated expenses may include, but are not limited to, printing, copying, fax charges, postage and materials necessary to completion of the services. Travel expenses including parking, lodging and mileage shall also be reimbursed by the Owner. Mileage shall be charged at the rate of $0.50 per mile, and such a mileage charges shall be adjusted to reflect the current mileage rate as approved by the US Internal Revenue Service. No meals shall be charged to the Owner except as agreed separately, however, the Consultant shall be entitled to a per diem amount of $75 per day for any overnight travel necessitated by the project with prior approval of the Owner. VIII: OWNERSHIP OF DOCUMENTS RIGHTS OF PUBLISHING The Owner shall obtain ownership to any documents upon payment in full for services rendered. In the event that the Owner uses, forwards, or submits any document prepared by the Consultant for purposes of review by any organization, the document shall be considered approved by the Owner, and compensation for the preparation of such documents shall be due. In all cases, the Consultant is entitled to use any information or other documentation developed as a part of this contract for the purpose of academic research, publishing, education, professional development, public or private policy development, or any other purpose which, in the sole discretion of the Consultant might be appropriate to benefit the general public or other interested parties. SECT ION IX: SUCCESSORS AND ASSIGNEES The Owner and the Consultant each binds itself, its successors and its assignees, to this Agreement. Neither party shall assign or transfer its interest in this Agreement without the written consent of the other. IN TESTIMONY WHEREOF, THE OWNER AND THE CONSULTANT have agreed to the terms and conditions set forth above. EXECUTED BY: THE CONSULTANT THE OWNER Wabash Scientific, inc. Carmel City Council A I Al Mi h. 1 R. Shav r, President A vvf /cr redist cont final 8