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Resolution No. 2010-067RESOLUTION NO. 2010-67 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF VERNON AND LINDA HUDSON, D/B/A HUDSON CONSULTING SERVICES, FOR CONSULTING SERVICES RELATED TO A SPECIAL MUNICIPAL ELECTION WHEREAS, the City of Vernon (the "City") is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of California; and WHEREAS, the City desires to utilize the services of a consultant to assist in conducting its August 31, 2010 Special Municipal Election; and WHEREAS, Linda Hudson, d/b/a Hudson Consulting Services ("Hudson") has provided such election consulting services to the City in the past; and WHEREAS, by memo May 26, 2010, the City Clerk has recommended that the City enter into an agreement with Hudson setting forth the terms and conditions under which Hudson will provide such services for the August 31, 2010 Special Municipal Election (the "Agreement"); and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (b)(1) and (7) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into the Agreement with Hudson. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement with Hudson, a copy which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for, and on behalf of, the City and the City Clerk or Deputy City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send one executed Agreement to: Hudson Consulting Services Attn. Linda Hudson 3209 Elda Street Duarte, CA 91010 2 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 7th day of June, 2010. Name: Hilario Gonzales Title: Mayor _3_ STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-67, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, June 7, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of June, 2010, at Vernon, California. illa d a a hi, City Clerk (SEAL) - 4 - EXHIBIT A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LINDA HUDSON D/B/A HUDSON CONSULTING SERVICES FOR CONSULTING SERVICES RELATED TO SPECIAL MUNICIPAL ELECTION Contractor: . Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: 12720-000111188440v2 COVER PAGE Linda Hudson, d/b/a Hudson Consulting Services Linda Hudson Hudson Consulting Services 3209 Elda Street Duarte, CA 91010 Attention: Linda Hudson Phone: (626) 256-1477 Facsimile: (626) 256-6635 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Donal O'Callaghan, City Administrator Telephone: (323) 583-8811 ext. 561 Facsimile: (323) 826-1408 May 26, 2010 September 30, 2010, unless extended pursuant to Section 1 As described in Exhibit B PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LINDA HUDSON D/B/A HUDSON CONSULTING SERVICES FOR CONSULTING SERVICES RELATED TO SPECIAL MUNICIPAL ELECTION THIS AGREEMENT is made and entered into as of , 2010 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Linda Hudson, d/b/a Hudson Consulting Services ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain consulting services provided to assist City in the conduct of the August 31, 2010 Special Municipal Election, as more fully set forth in the Scope of Services, attached hereto as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. Any services performed prior to the Effective Date listed above, but on or after the Commencement Date, shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (b) City may extend this Agreement for up to sixty (60) days beyond Termination Date by giving signed written notice to Contractor at any time on or prior to the Termination Date. Such extension shall be at the City's sole and absolute discretion. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A and defined therein as "Services." Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way 2 12720-0001 \1232303 v2.doc affect the performance of its Services pursuant to this Agreement. Contractorshall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the Services required by this Agreement, the hourly rate and expense reimbursement set forth in Exhibit B ("Hourly Rate and Expenses"). The Hourly Rate and Expenses shall constitute reimbursement of Contractor's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including without limitation, all labor, materials, delivery, and tax, as applicable). (b) Contractor shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B: Any expenses incurred by Contractor that are not expressly authorized by this Agreement will not be reimbursed by City. Section 4. Method of Payment. (a) Invoices. Contractor shall submit invoices monthly for services and expenses. Invoices shall include the month for which the services were provided, the dates of such services, and a description of the services provided for that billing period. Each invoice shall include copies of timesheets, if any, and other supporting documents as City may require. (b) Payments by City. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. Section 5. Personnel. All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. Section 6. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 7. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. 3 12720-0001\1232303v2.doc (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 8. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing Services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing Services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 9. Termination. (a) Termination Right. Either Party may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the other Party at least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) Payment Upon Termination. In the event this Agreement is terminated without cause pursuant to this section, City shall pay Contractor for. Services performed up to the time of termination, on an hourly basis for services rendered, and Contractor shall submit an invoice to City as required under this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. 4 12720-0001\1232303v2.doc (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 10. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that would be paid to Contractor for the full performance of the Services required by this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 11. Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, customer information, business practices, business methods, privileged information, trade secrets, financial statements, floor plans, designs, maps, surveys, drawings, models, reports, ; correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfully known by, Contractor without an obligation to maintain its confidentiality prior to receipt from City; ii. is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) The provisions of this section shall survive the termination of this Agreement. Section 12. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. 12720-000 1 \1 232303v2.doc Section 13. Indemnification. City shall defend and indemnify Contractor from claims or suits arising from acts and omissions occurring within the course and scope of Contractor's Services, except City shall have no obligation to defend or indemnify Contractor against any claim or suit arising out of the gross negligence or willful misconduct of Contractor. (a) Contractor's failure to present to City a claim or suit received by Contractor within thirty (30) days of Contractor's receipt of such claim or suit shall release City from its obligations under this section to defend and indemnify Contractor as to that claim or suit. (b) Contractor shall have a duty to cooperate with City, without charge to the City, in providing a defense to any claim or suit that falls within the indemnification provisions of this section. Contractor's failure to cooperate shall release City from its obligations under this provision to defend and indemnify Contractor as to that claim or suit. Section 14. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 15. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 16. Attorneys Fees. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which. is obtained. Section 17. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 18. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire agreement and understanding between the Parties, and any and all negotiations, proposals or oral agreements are intended to be integrated herein and to be superseded by this Agreement. This Agreement may only be modified by a writing signed by both Parties. Section 19. Waiver. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not R 12720-000 1 \1 232303v2.doc constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 20. Force Maieure. Neither party shall be considered in default of any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. Section 21 City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section.22. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information — Contractor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 23. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 24. Headings. Headings used in this Agreement are for convenient reference only and shall not affect the interpretation of this Agreement. Section 25. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 26. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 27. Authority To Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. (Signatures Begin on Next Page) 7 12720-0001\1232303v2.doc IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vemon, a California charter City Linda Hudson, d/b/a Hudson Consulting and California municipal corporation Services By: By: HILARIO GONZALES Name: Mayor ATTEST: WILLARD G. YAMAGUCHI, City Clerk APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney Title: LZA Name: Title: 8 12720-000 1 \1 232303v2.doc EXHIBIT A SCOPE OF SERVICES I. Scope of Services to be performed by Contractor Contractor shall perform election consulting services ("Services") to assist City in the conduct of the August 31, 2010 Special Municipal Election. At the request of the City Administrator, or his designee, Contractor shall perform all required Services, including but not limited to, the following: • Assist in conducting a Special Municipal Election ("Election") and implementing all requirements needed to conduct the Election; • In conjunction with the City Clerk, coordinate the Election, including coordination between the City Clerk, City Attorney, Martin & Chapman Co., the Los Angeles County Registrar - Recorder, and any and all other necessary entities to ensure cohesiveness and compliance with all applicable laws; • Assist with all necessary election processes to comply with the current Election Code and the Vernon City Code; • Ensure that all election time lines will be adhered to as required by the current Election Code and the Vernon City Code; • Coordinate with appropriate entities in connection with Vote by Mail Voters, including but not limited to, processing of vote by mail ballots, voter signature verification through the Voter Information Management System ("VIMS"), and coordination with the Los Angeles County Registrar -Recorder's office regarding same; • Assist with planning and coordination of election day activities including central counting boards; • Perform all other election related services as reasonably requested by the City Clerk of the City; • Complete post -election processing including, but not limited to, the certificate of canvass and declaration of results. In performing Services, Contractor shall be impartial as to all issues on the ballot and treat all persons impartially, including, but not limited to, political action committees and their representatives. II. Responsible Principal of Contractor The responsible principal of Contractor is Linda Hudson ("Responsible Principal"), who shall perform all Services under this Agreement unless otherwise agreed to in writing by City. 9 12720-0001 \1232303v2.doc EXHIBIT B HOURLY RATE AND EXPENSES Section 1. Consideration In consideration for the Services provided by Contractor under this Agreement, City shall pay Contractor at the rate of Seventy -Five Dollars ($75.00) per hour of Services rendered. Time shall be billed in increments of one tenth of one hour. Section 2. Expenses City shall reimburse Contractor for the purchase of supplies specific to the Election, on a cost plus ten percent (10%) basis, when pre -approved in writing by the City Administrator or his designee. 10 12720-000 1 \1 232303v2.doc EE Linda Hudson Hudson Consulting Services 3209 Elda Street Duarte, CA 91010 Re: Consulting Services Agreement Dear Ms. Hudson: Transmitted herewith is one fully executed agreement, as referenced above, approved by City Council on June 7, 2010, through Resolution No, 2010-67. If you have any questions regarding this matter, please call contact the undersigned at (323) 583- 8811 ext. 175. Very t ly yours, WILLARD G. Y M U City Clerk WGY:dj c: Purchasing Department Resolution No. 2010-67 Agreement File No. 10-032 -1Ccfusivefy Industrid PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LINDA HUDSON D/B/A HUDSON CONSULTING SERVICES FOR CONSULTING SERVICES RELATED TO SPECIAL MUNICIPAL ELECTION COVER PAGE Contractor: Linda Hudson, d/b/a Hudson Consulting Services Responsible Principal of Contractor: Linda Hudson Notice Information - Contractor: Hudson Consulting Services 3209 Elda Street Duarte, CA 91010 Attention: Linda Hudson Phone: (626) 256-1477 Facsimile: (626) 256-6635 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Donal O'Callaghan, City Administrator Telephone: (323) 583-8811 ext. 561 Facsimile: (323) 826-1408 Commencement Date: May 26, 2010 Termination Date: September 30, 2010, unless extended pursuant to Section 1 Consideration: As described in Exhibit B 12720-0001\1188440v2 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LINDA HUDSON D/B/A HUDSON CONSULTING SERVICES FOR CONSULTING SERVICES RELATED TO SPECIAL MUNICIPAL ELECTION THIS AGREEMENT is made and entered into as of 1 2010 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation("City"), and Linda Hudson, d/b/a Hudson Consulting Services ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain consulting services provided to assist City in the conduct of the August 31, 2010 Special Municipal Election, as more fully set forth in the Scope of Services, attached hereto as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. Any services performed prior to the Effective Date listed above, but on or after the Commencement Date, shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (b) City may extend this Agreement for up to sixty (60) days beyond Termination Date by giving signed written notice to Contractor at any time on or prior to the Termination Date. Such extension shall be at the City's sole and absolute discretion. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit and defined therein as "Services." Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way 2 12720-0001\1232303v2.doc affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the Services required by this Agreement, the hourly rate and expense reimbursement set forth in Exhibit B ("Hourly Rate and Expenses"). The Hourly Rate and Expenses shall constitute reimbursement of Contractor's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including without limitation, all labor, materials, delivery, and tax, as applicable). (b) Contractor shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly authorized by this Agreement will not be reimbursed by City. Section 4. Method of Payment. (a) Invoices. Contractor shall submit invoices monthly for services and expenses. Invoices shall include the month for which the services were provided, the dates of such services, and a description of the services provided for that billing period. Each invoice shall include copies of timesheets, if any, and other supporting documents as City may require. (b) Payments by City. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. Section 5. Personnel. All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. Section 6. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 7. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. 3 12720-0001\1232303v2.doc (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 8. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing Services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or -sickness arising out of performing Services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 9. Termination. (a) Termination Right. Either Party may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the other Party at least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) Payment Upon Termination. In the event this Agreement is terminated without cause pursuant to this section, City shall pay Contractor for Services performed up to the time of termination, on an hourly basis for services rendered, and Contractor shall submit an invoice to City as required under this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. 4 12720-0001\1232303v2.doc (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 10. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that would be paid to Contractor for the full performance of the Services required by this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 11. Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, customer information, business practices, business methods, privileged information, trade secrets, financial statements, floor plans, designs, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfully known by, Contractor without an obligation to maintain its confidentiality prior to receipt from City; ii. is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) The provisions of this section shall survive the termination of this Agreement. Section 12. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. 12720-0001\1232303v2.doc Section 13. Indemnification. City shall defend and indemnify Contractor from claims or suits arising from acts and omissions occurring within the course and scope of Contractor's Services, except City shall have no obligation to defend or indemnify Contractor against any claim or suit arising out of the gross negligence or willful misconduct of Contractor. (a) Contractor's failure to present to City a claim or suit received by Contractor within thirty (30) days of Contractor's receipt of such claim or suit shall release City from its obligations under this section to defend and indemnify Contractor as to that claim or suit. (b) Contractor shall have a duty to cooperate with City, without charge to the City, in providing a defense to any claim or suit that falls within the indemnification provisions of this section. Contractor's failure to cooperate shall release City from its obligations under this provision to defend and indemnify Contractor as to, that claim or suit. Section 14. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 15. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 16. Attorneys Fees. In the event dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. Section 17. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 18. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire agreement and understanding between the Parties, and any and all negotiations, proposals or oral agreements are intended to be integrated herein and to be superseded by this Agreement. This Agreement may only be modified by a writing signed by both Parties. Section 19. Waiver. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not 6 12720-0001\1232303v2.doc constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 20. Force Maieure. Neither party shall be considered in default of any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. Section 21. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 22. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information - Contractor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 23. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 24. Headings. Headings used in this Agreement are for convenient reference only and shall not affect the interpretation of this Agreement. Section 25. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 26. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 27. Authority To Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page] 7 12720-000 1\1 232303v2.doc IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Linda Hudson, d/b/a Hudson Consulting and California municipal corporation Services HILARIO GONZALE Mayor Name: �I--+ r o���, i�-�,tc�So,rt. Title: ATT T: By: Name: WILL RID . Y AG C I, City Clerk Title: APPROV D AS FORM: LAURENCE S. WIENER, City Attorney 8 12720-000 1\12323 0 3 d2. doc EXHIBIT A SCOPE OF SERVICES Scope of Services to be performed by Contractor Contractor shall perform election consulting services ("Services") to assist City in the conduct of the August 31, 2010 Special Municipal Election. At the request of the City Administrator, or his designee, Contractor shall perform all required Services, including but not limited to, the following: • Assist in conducting a Special Municipal Election ("Election") and implementing all requirements needed to conduct the Election; • In conjunction with the City Clerk, coordinate the Election, including coordination between the City Clerk, City Attorney, Martin & Chapman Co., the Los Angeles County Registrar - Recorder, and any and all other necessary entities to ensure cohesiveness and compliance with all applicable laws; • Assist with all necessary election processes to comply with the current Election Code and the Vernon City Code; • Ensure that all election time lines will be adhered to as required by the current Election Code and the Vernon City Code; • Coordinate with appropriate entities in connection with Vote by Mail Voters, including but not limited to, processing of vote by mail ballots, voter signature verification through the Voter Information Management System ("VIMS"), and coordination with the Los Angeles County Registrar -Recorder's office regarding same; • Assist with planning and coordination of election day activities including central counting boards; • Perform all other election related services as reasonably requested by the City Clerk of the City; • Complete post -election processing including, but not limited to, the certificate of canvass and declaration of results. In performing Services, Contractor shall be impartial as to all issues on the ballot and treat all persons impartially, including, but not limited to, political action committees and their representatives. II. Responsible Principal of Contractor The responsible principal of Contractor is Linda Hudson ("Responsible Principal'), who shall perform all Services under this Agreement unless otherwise agreed to in writing by City. 9 12720-0001\1232303v2.doc EXHIBIT B HOURLY RATE AND EXPENSES Section 1. Consideration In consideration for the Services provided by Contractor under this Agreement, City shall pay Contractor at the rate of Seventy -Five Dollars ($75.00) per hour of Services rendered. Time shall be billed in increments of one tenth of one hour. Section 2. Expenses City shall reimburse Contractor for the purchase of supplies specific to the Election, on a cost plus ten percent (10%) basis, when pre -approved in writing by the City Administrator or his designee. 10 12720-0001 \1232303v2.doc STAFF REPORT CITY CLERK'S OFFICE DATE: May 26, 2010 TO: Mayor and City Council FROM: Willard G. Yamaguchi, City Clerk RE: Hudson Consulting Services - Special Election on August 31, 2010 RECEIVED MAY 2 6 2010 CITY CLERK'S OFFICE On August 31, 2010, the City of Vernon will be conducting a Special Election. The City Clerk's office requires assistance in this matter and seeks to retain the services of Hudson ("Hudson") Consulting Services. Hudson will assist in conducting, coordinating, and implementing all requirements of a Special Municipal Election, including coordination between the City Clerk, City Attorney, Martin & Chapman Co., the Los Angeles County Registrar -Recorder, and all other necessary entities to comply with the current Election Code. Hudson has assisted with the City's General Municipal Elections in 2006, 2008, and 2009. Based on the services provided by the consultant in the past, it has been determined that it would be in the City's best interest to retain Hudson this year to assist, coordinate, and implement all the requirements of a special municipal election. It is hereby recommended that Hudson Consulting Services be retained and the Election Consulting Services Agreement be approved and executed. cc: Donal O'Callaghan rt, C)Elli VIE, ID JUN ki 2 2010 BY':_ Sao Inter Office Memorandum - CITY CLERK'S OFFICE DATE: May 26, 2010 TO: Donal O'Callaghan, City Administrator FROM: Willard G. Yamaguchi, City Clerk RE: Hudson Consulting Services Special Election on August 31, 2010 On August 31, 2010, the City of Vernon will be conducting a Special Election. The City Clerk's office requires assistance in this matter and seeks to retain the services of Hudson ("Hudson") Consulting Services. Hudson will assist in conducting, coordinating, and implementing all requirements of a Special Municipal Election, including coordination between the City Clerk, City Attorney, Martin & Chapman Company, the Los Angeles County Registrar -Recorder, and all other necessary entities to comply with the current Election Code. Hudson has assisted with the City's General Municipal Elections in 2006, 2008, and 2009. Based on the services provided by the consultant in the past, it has been determined that it would be in the City's best interest to retain Hudson this year to assist, coordinate, and implement all the requirements of a special municipal election. It is hereby recommended that Hudson Consulting Services be retained and the Election Consulting Services Agreement be approved and executed. LJUN 0 2 2010 CITY ATTORNEY'S OFFICE MEMORANDUM TO: Willard Yamaguchi, City Clerk FROM: Gena M. Stinnett, Assistant City Attorney CC: Laurence S. Wiener, City Attorney DATE: June 2, 2010 sUBJET: Agreement for Election Consulting Services with Linda Hudson, d/b/a Hudson Consulting Services - Approved as to Form The City Attorney's office has reviewed the Agreement between the City and Linda Hudson, d/b/a Hudson Consulting Services, for election consulting services. Subject to the advice we have provided to you, the Agreement is approved as to form. 12720-0 001 \ 12 3 3 5 72 v l. do c PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LINDA HUDSON D/B/A HUDSON CONSULTING SERVICES FOR CONSULTING SERVICES RELATED TO SPECIAL MUNICIPAL ELECTION Contractor: Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: 12720-0001\1188440v2 COVER PAGE Linda Hudson, d/b/a Hudson Consulting Services Linda Hudson Hudson Consulting Services 3209 Elda Street Duarte, CA 91010 Attention: Linda Hudson Phone: (626) 256-1477 Facsimile: (626) 256-6635 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Donal O'Callaghan, City Administrator Telephone: (323) 583-8811 ext. 561 Facsimile: (323) 826-1408 May 26, 2010 September 30, 2010, unless extended pursuant to Section 1 As described in Exhibit B PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LINDA HUDSON D/B/A HUDSON CONSULTING SERVICES FOR CONSULTING SERVICES RELATED TO SPECIAL MUNICIPAL ELECTION THIS AGREEMENT is made and entered into as of 2010 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Linda Hudson, d/b/a Hudson Consulting Services ("Contractor'). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain consulting services provided to assist City in the conduct of the August 31, 2010 Special Municipal Election, as more fully set forth in the Scope of Services, attached hereto as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. Any services performed prior to the Effective Date listed above, but on or after the Commencement Date, shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (b) City may extend this Agreement for up to sixty (60) days beyond Termination Date by giving signed written notice to Contractor at any time on or prior to the Termination Date. Such extension shall be at the City's sole and absolute discretion. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A and defined therein as "Services." Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way 2 12720-0001 \1 232303v2.doc affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the Services required by this Agreement, the hourly rate and expense reimbursement set forth in Exhibit B ("Hourly Rate and Expenses"). The Hourly Rate and Expenses shall constitute reimbursement of Contractor's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including without limitation, all labor, materials, delivery, and tax, as applicable). (b) Contractor shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly - authorized by this Agreement will not be reimbursed by City. Section 4. Method of Pa ment. (a) Invoices. Contractor shall submit invoices monthly for services and expenses. Invoices shall include the month for which the services were provided, the dates of such services, and a description of the services provided for that billing period. Each invoice shall include copies of timesheets, if any, and other supporting documents as City may require. (b) Payments by City. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. Section 5. Personnel. All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. Section 6. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the -Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. . Section 7. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. 12720-0001\1232303v2.doc (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation .pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 8. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing Services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing Services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 9. Termination. (a) Termination Right. Either Party may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the other Party at least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) Payment Upon Termination. In the event this Agreement is terminated without cause pursuant to this section, City shall pay Contractor for Services performed up to the time of termination, on an hourly basis for services rendered, and Contractor shall submit an invoice to City as required under this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. 4 12720-000 1 \1 232303v2.doc (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 10. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that would be paid to Contractor for the full performance of the Services required by this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 11. Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, customer information, business practices, business methods, privileged information, trade secrets, financial statements, floor plans, designs, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfully known by, Contractor without an obligation to maintain its confidentiality prior to receipt from City; ii. is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) The provisions of this section shall survive the termination of this Agreement. Section 12. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. 5 12720-0001\1232303v2.doc Section 13. Indemnification. City shall defend and indemnify Contractor from claims or suits arising from acts and omissions occurring within the course and scope of Contractor's Services, except City shall have no obligation to defend or indemnify Contractor against any claim or suit arising out of the gross negligence or willful misconduct of Contractor. (a) Contractor's failure to present to City a claim or suit received by Contractor within thirty (30) days of Contractor's receipt of such claim or suit shall release City from its obligations under this section to defend and indemnify Contractor as to that claim or suit. (b) Contractor shall have a duty to cooperate with City, without charge to the City, in providing a defense to any claim or suit that falls within the indemnification provisions of this section. Contractor's failure to cooperate shall release City from its obligations under this provision to defend and indemnify Contractor as to that claim or suit. Section 14. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 15. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 16. Attorneys Fees. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which, is obtained. Section 17. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 18. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire agreement and understanding between the Parties, and any and all negotiations, proposals or oral agreements are intended to be integrated herein and to be superseded by this Agreement. This Agreement may only be modified by a writing signed by both Parties. Section 19. Waiver. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not 6 12720-000 1\1 232303v2.doe constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 20. Force Maieure. Neither party shall be considered in default of any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. Section 21. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 22. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information — Contractor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 23. Cover. Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 24. Headings. Headings used in this Agreement are for convenient reference only and shall not affect the interpretation of this Agreement. Section 25. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 26. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 27. Authority To Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page] 7 12720-000111232303v2.doc IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Linda Hudson, d/b/a Hudson Consulting and California municipal corporation Services By: By: HILARIO GONZALES Name: Mayor Title: ATTEST: By: Name: WILLARD G. YAMAGUCHI, City Clerk Title: APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney 8 12720-000 1\ 1232303v2.doc EXHIBIT A SCOPE OF SERVICES I. Scope of Services to be performed by Contractor Contractor shall perform election consulting services ("Services") to assist City in the conduct of the August 31, 2010 Special Municipal Election. At the request of the City Administrator, or his designee, Contractor shall perform all required Services, including but not limited to, the following: • Assist in conducting a Special Municipal Election ("Election") and implementing all requirements needed to conduct the Election; • In conjunction with the City Clerk, coordinate the Election, including coordination between the'City Clerk, City Attorney, Martin & Chapman Co., the Los Angeles County Registrar - Recorder, and any and all other necessary entities to ensure cohesiveness and compliance with all applicable laws; • Assist with all necessary election processes to comply with the current Election Code and the Vernon City Code; • Ensure that all election time lines will be adhered to as required by the current Election Code and the Vernon City Code; • Coordinate with appropriate entities in connection with Vote by Mail Voters, including but not limited to, processing of vote by mail ballots, voter signature verification through the Voter Information Management System ("VIMS"), and coordination with the Los Angeles County Registrar -Recorder's office regarding same; • Assist with planning and coordination of election day activities including central counting boards; • Perform all other election related services as reasonably requested by the City Clerk of the City; • Complete post -election processing including, but not limited to, the certificate of canvass and declaration of results. In performing Services, Contractor shall be impartial as to all issues on the ballot and treat all persons impartially, including, but not limited to, political action committees and their representatives. II. Responsible Principal of Contractor The responsible principal of Contractor is Linda Hudson ("Responsible Principal"), who shall perform all Services under this Agreement unless otherwise agreed to in writing by City. 9 12720-000 1 \1 232303 v2.doc EXHIBIT B HOURLY RATE AND EXPENSES Section 1. Consideration In consideration for the Services provided by Contractor under this Agreement, City shall pay Contractor at the rate of Seventy -Five Dollars ($75.00) per hour of Services rendered. Time shall be billed in increments of one tenth of one hour. Section 2. Expenses City shall reimburse Contractor for the purchase of supplies specific to the Election, on a cost plus ten percent (10%) basis, when pre -approved in writing by the City Administrator or his designee. 10 12720-0001\1232303v2.doc Hudson Consulting Services Invoice 3209 Elda Street Duarte, CA 91010 Bill To City of Vernon Willard Yamaguchi - City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 OCT 1 2 2010 TRFENO`LCl1YOVRN Date Invoice # 9/30/2010 10-13 RECEIVED OCT 13 2010 CITY CLERI;'6UFFICE August 31, 2010 Election Costs Vendor Resolution No. Invoice No. Invoice Date Invoice Amount County of Los Angeles 2010-66 11-2025 11/19/10 $585.86 Hudson Consulting 2010-67 10-13 69/30/10 $675.00 Martin & Chapman 2010-68 210638 11/10/10 $7,659.43 Total: $8,920.29