Resolution No. 2011-153RESOLUTION NO. 2011-153
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 MARTIN & CHAPMAN
CO., FOR CONSULTING SERVICES RELATED TO A SPECIAL
MAILED BALLOT 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 provide certain services for its November 22, 20111
Special Mailed Ballot Election; and
WHEREAS, Martin & Chapman Co. ("Martin & Chapman") has
provided such election consulting services to the City in the past;
and
WHEREAS, by memo dated August 25, 2011, the City Clerk has
recommended that the City enter into an agreement with Martin &
Chapman setting forth the terms and conditions under which Martin &
Chapman will provide such services for the November,22, 2011, Special
Mailed Ballot 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 Martin &
Chapman.
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 1The City Council of the City of Vernon hereby
approves the Agreement with Martin & Chapman, a copy of 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 said Agreement for,
and on behalf of, the City of Vernon 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
instructs 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 the City Clerk's designee, to send a fully
executed Agreement to:
Martin & Chapman Co.
Attn. Scott D. Martin, President
1951 Wright Circle
Anaheim, CA 92806
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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 20th day of September, 2011.
Name: Hilario Gonzales
Title: Mayor
ATT T:
Willard ch', City Clerk
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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. 2011-153, 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 Tuesday, September 20, 2011, and thereafter was duly signed by
the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this " day of September, 2011, at Vernon, California.
(SEAL)
- 4 -
EXHIBIT A
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE
CITY OF VERNON AND MARTIN & CHAPMAN CO. FOR
ELECTION CONSULTING SERVICES RELATED TO A SPECIAL
MAILED BALLOT ELECTION
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
COVER PAGE
Martin & Chapman Co.
Scott D. Martin, President
Martin & Chapman Co.
1951 Wright Circle
Anaheim, California 92806
Attention: Scott D. Martin
Phone: (714) 939-9866
Facsimile: (714) 939-9870
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mark Whitworth,
City Administrator
Telephone: (323) 583-8811 ext. 398
Facsimile: (323) 826-1422
September 20 _, 2011
November 22, 2011, unless extended pursuant
to Section 1
As described in Exhibit B
3 years
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE
CITY OF VERNON AND MARTIN & CHAPMAN CO. FOR
ELECTION CONSULTING SERVICES RELATED TO A SPECIAL
MAILED BALLOT ELECTION
THIS AGREEMENT is made and entered into as of September 20 , 2011 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and Martin & Chapman Co., a California corporation ("Contractor"). City
and Contractor are collectively referred to herein as the "Parties,"
RECITALS
A. -City desires to have certain election consulting services provided to assist City in
the conduct of the November 22, 2011, Special Mailed Ballot Election, as more fully set forth in
the Scope of Services, attached hereto and incorporated herein 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 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 ("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
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
2
observe and comply with all such ordinances, laws and regulations. City, and its City Council
members, 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 rate and expense
reimbursement set forth in Exhibit B ("Fees"). The Fees 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, 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.
(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
3
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 City Council members, 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 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.
19
(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, privileged
communications, 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:
L was in the possession of, or was rightfully known by, the
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 the
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.
.1
Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its City Council members, officers, officials, employees, agents, and volunteers
from and against any and all claims, suits, demands, actions, losses, damages, judgments,
settlements, penalties, fines, defensive costs or expenses, including without limitation, interest,
attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or
attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents
which in any way arise out of, result from, or are in any way related to the performance or non-
performance of this Agreement, excepting only liability arising out of the sole negligence or
willful misconduct of City, its City Council members, officers, officials, employees, agents, or
volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 14, Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence,
combined single limit, against any,personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreemeni carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and properly damage, with minimum limits of Five Hundred
Thousand Dollars ($500,000) per occurrence, combined single limit, covering any vehicle
utilized by Contractor or Contractor's officers, employees, or agents in performing the services
required by this Agreement.
(c) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance
with -minimum limits of One Million Dollars ($1,000,000) on a claims made basis, to protect City
from any losses sustained through any errors or omissions committed by Contractor or
Contractor's officers, employees or agents in performing Serivices required by this Agreement.
Further, if the policy is on other than an occurrence basis, Contractor shall maintain in full force
and effect such insurance for one year after performance of work under this Agreement is
completed.
(d) Contractor agrees to maintain in force at all times during theperformance
of work under this Agreement workers compensation insurance as required by lain.
(e) Contractor shall require each of its sub -Consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
6
(f) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(g) Contractor agrees that it it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premiurn thereon.
(h) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and risk Manager, along, with a copy of the policy declarations page for each policy,
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy.
W All of the policies of insurance required by this Agreement shall contain
(1) an endorsement naming the City, its City Council members, officers, officials, employees,
agents, and volunteers as additional insureds; provided, however, an endorsement naming the
City as an additional insured is not required for the Professional Liability Insurance policy, (2) an
endorsement providing that the policies cannot be canceled or reduced except with thirty (30)
days prior written notice to City, and (3) an endorsement specifically stating that the coverage
contained in the policies affords insurance pursuant to the terms and conditions as set forth in
this Agreement.
0) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its City Council
members, officers, officials, employees, agents, or volunteers shall be excess of Contractor's
insurance and shall not contribute with it. The policies of insurance required by this Agreement
shall include provisions for waiver of subrogation. Contractor hereby waives all rights of
subrogation against City, its City Council members, officers, officials, employees, agents, and
volunteers.
(k) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 15. 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 16. 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. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
7
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator 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 17. Attorneys frees. 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 18. 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 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and any and all negotions, 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 20. 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
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 21. Force Majeure. Neither party shall be considered in default of any of its
obligations under this Agreement_)&hen 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 22. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. 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 - Cite" 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 24, 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 25. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 26. 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 27, 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 affect, and
shall in no way be affected, impaired or invalidated,
Section 28. 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].
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 and
California municipal corporation _
By:
Hilario Gonzales
Mayor
Martin & Chapman Co., a California
corporation
ATTEST:
By:
By: Name: �.�✓ --
Willard G. Yamaguchi, City -Clerk
Title:
APPROVED AS TO FORM:
By:
Michael B. Montgomery,
Interim City Attorney
10
EWIEBET A
SCOPE OF SERVICES
1. Scope of Service to be performed by Contractor
Contractor shall perform election services ("Service") to assist City in the conduct of the
November 22, 2011, Special Mailed Ballot Election. At the request of the City Administrator,
or his designee, Contractor shall perform all required Services, including but not limited to,
the following:
A. Provide all necessary election advice, supplies and services for City's November
22, 2011, Special Mailed Ballot Election ("Election");
B. Provide a calendar of election events for the Election setting out dates and
requirements of the Election Code;
C. Be available by email or telephone for consultation regarding the Election;
D. Be available at any time to the Election Official, prior to, during and for a
reasonable time after the Election, and during the same period to, upon request,
work in cooperation with the Election Official upon any Election task or problems
which may arise;
E. Furnish working forms, outlines, check lists and schedules which will aid the City
Clerk in keeping track of procedural details of the Election;
F. Prepare, print and mail ballot cards and associated material to voters;
G. Prepare, print and mail Sample Ballot Voter Information Pamphlets to all eligible
voters;
H. Prepare precinct supplies for all voting precincts in the languages required for
City;
I. Provide foreign language translators for all of City's translation requirements;
J. Otherwise provide such other special and unique services in close cooperation
with the City Clerk as may be necessary for the successful conduct of the
Election;
K. Be at the designated site on the day of the Election, and tabulate the votes cast.
Contractor shall have all votes counted by twelve midnight (12:00 A.M.) on
Election Day. If Contractor fails to do so, it shall waive all charges to City for
bal.lot counter rental.
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.
11
EXHIBIT B
FEES
Section 1. Consideration
In consideration for the Services provided by Contractor under this Agreement , City shall pay
Contractor an amount not to exceed S 10,100.00 for Services rendered. Contractor shall
provide similar products and services as those shown on the attached invoice dated November
22, 2011, at a rate not to exceed one hundred and five percent (105%) of the amount charged
on that invoice for each specific product or service.
If City requests services additional to those described in Exhibit A, such additional services shall
be paid at the rate agreed upon in a writing signed by both Parties. The City Administrator, or
his designee, may negotiate the fee for additional services and execute the writing on behalf of
the City.
Section 2, Expenses
City shall reimburse Contractor for the cost of shipping services and postage to mail ballots, at
costs, with no mark-up. No other expenses shall be reimbursed unless pre -approved in writing
by the City Adminstrator or his designee.
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1951 Wright Circle ' Anaheim, California 92806 ' 714/939-9866 ' Fax 714/939-9870
CITY OF VERNON
OFFICE OF THE CITY CLERK
4305 SANTA FE AVE
VERNON, CA 90058-1714
SPECIAL MUNICIPAL ELECTION
NOVEMBER 22, 201 1
August 24, 2011
ESTIMATE
6 Measures
Impartial Analysis for each
2 Arguments for Each
Measures fit on 1 ballot.
English Spanish
wuanwy uescripuon unit race 10101
PRE -ELECTION SUPPLIES
I Calendar of Events 1 NCI NC
I ;,Election Handbook w/Resoluflons, Forms, Notices, Manual NC' INC
'Elections Code of California I N& N C
-------- — -----
I Election Night Procedures Mianual NC: lvC
-- ----- --
VOTE-BY-MAIL BALLOT SUPPLIES
.. ... ... ... --- ----
I
'Voted Ballot Boxes for VBM Ballots -regular size
$110
1
'Seals for Voted Ballot Boxes
$0.50
$0.50
;:ALL MAIL BALLOT
SUPPLIES
125
'All I'Vicii! Ballot Outgoing Envelopes - 4:414
S50,00 0 115 ec
$68,75
125
'All Mail Ballot Idenifficolion/Ret urn Envelopes - #11 Yellow
is50w40_)5 eo::
$68.75
125
iSecrecy Envelopes
$6.67
S8.75
251
rCorreclion Identification/Return Envelopes
$0.35
$8.75
I i
Vote by Mail Canvass Seal
$45.00
$45.00
I
\Vhiie Box(es) for "Unvolled Ballots';
S100
I
White Box Seals
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j $0.25
$0.25
;REPORTS
DAYS BEFORE
154
—
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I :Voter Identification Report - (511 day reports) voters 175
S60.64
.VBM TRACKING SYSTEM
85 ;Vote by Mail Tracking System Active and Inactive Voters
$175.00
,MAILING LABELS
I INCOA (National Change of Address) Set-up charge
$75.00
$75.00
- --- ---- — ------ 751 NCOA Processing for Change of Address
$0.00375
$0.28
75 :Voter Address Labels / 54 day labels
$203.75
5 ;Voter Address Labels / 29 day labels
S2G3.25
5;Voter Address Labels / 15 day labels
$200.25
'VOTER INFORMATION PAMPHLETS
150 8.5 X 11 / 4 Panels - 28 Pages
$2,165.00
OFFICIAL BALLOTS AND SUPPLIES
I Official Ballots - Typeset Ballot per side English & Spanish
$300.00
$300.00
125 'Official Ballots/ Vote by, Mail i
$0.22
$27.50
50, Official Ballots / Test -Duplicates
S0.22
$1 1.1XI
Vernon Nov 22 2011 All Mail Ballot Estimate.xis
Total Official B�||cdo
�
-_-- -__
' Test Duplicate ��/
��v�;7eoohCoxj
.__ ' ._--'
BALLOT COUNTING ELECTION NIGHT SUPPLIES
I ': iElection Night Supply Kit
2. :Counted Ballot Seals
� �2S�OO
- '
_---
� | 3uUto|cd/Taxable Uenm
_-_--____-_-____-_____-______
/ Sales Tax
$bOOOOS600D0
$4,287.52
TRANSLATIONS
12
Arguments
MAILING SERVICES / ALL MAIL BALLOTS
':Transfer of Data File to Mailer
$100,00
$ 1 0000
851
Inserting materials into 1114 Outgoing Envelopes
5
29 day file / Addressing Envelopes
'POSTAGE ACTIVITY / ALL MAIL BALLOTS
Postage Received from City Check 4
6-
15 Day Ballot Packages
Additional Postage Due (Credit for unused postage) $840
5.
Affix Meier Tape 1 sl class Postage - 29 Day file
j 5i
'Affix Meier Tape 1 si class Postage - 15 Day file
,DELIVERY SERVICES
I
Deliver All Mail Ballot Packages to Post Office
$100.00
Total Nontaxable llemsi
$5,386.40
ESTIMATE'
$10,091.95
TERMS NET 30DAYS /[
Vernon Nov 222D11All Mail Ballot Estimete,xio
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
September 21, 2011
Martin & Chapman Co.
Attn: Scott D. Martin, President
1951 Wright Circle
Anaheim, CA 92806
Re: Services Agreement
Dear Mr. Martin:
The insurance requirements have been met. Transmitted herewith is one fully executed
agreement, as referenced above, approved by City Council on September 20, 2011, through
Resolution No. 2011-153.
If you have any questions regarding this matter, please call contact the undersigned at (323) 583-
8811 ext. 175.
Very ly yol
WILLARD G
City Clerk
WGY:dj
Enclosure
c: Ana Barcia
Purchasing Department
Resolution No. 2011-153
Agreement File No. I 1-108
E.xclusivefy Industfiaf
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE
CITY OF VERNON AND MARTIN & CHAPMAN CO. FOR
ELECTION CONSULTING SERVICES RELATED TO A SPECIAL
MAILED BALLOT ELECTION
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
COVER PAGE
Martin & Chapman Co.
Scott D. Martin, President
Martin & Chapman Co.
1951 Wright Circle
Anaheim, California 92806
Attention: Scott D. Martin
Phone: (714) 939-9866
Facsimile: (714) 939-9870
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mark Whitworth,
City Administrator
Telephone: (323) 583-8811 ext. 398
Facsimile: (323) 826-1422
September 20,_,.,_, 2011
November 22, 2011, unless extended pursuant
to Section 1
As described in Exhibit B
Records Retention Period 3 years
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE
CITY OF VERNON AND MARTIN & CHAPMAN CO. FOR
ELECTION CONSULTING SERVICES RELATED TO A SPECIAL
MAILED BALLOT ELECTION
THIS AGREEMENT is made and entered into as of September 20 , 2011 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and Martin & Chapman Co., a California corporation ("Contractor"). City
and Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain election consulting services provided to assist City in
the conduct of the November 22, 2011, Special Mailed Ballot Election, as more fully set forth in
the Scope of Services, attached hereto and incorporated herein 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 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 ("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
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
2
observe and comply with all such ordinances, laws and regulations. City, and its City Council
members, 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 rate and expense
reimbursement set forth in Exhibit B ("Fees"). The Fees 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, 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.
(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
3
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 City Council members, 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 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
(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 clairn 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, privileged
communications, 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, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
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
Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its City Council members, officers, officials, employees, agents, and volunteers
from and against any and all claims, suits, demands, actions, losses, damages, judgments,
settlements, penalties, fines, defensive costs or expenses, including without limitation, interest,
attorneys' fees and expert witness fees, or liability of any kind or, nature arising out of or
attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents
which in any way arise out of, result from, or are in any way related to the performance or non-
performance of this Agreement, excepting only liability arising out of the sole negligence or
willful misconduct of City, its City Council members, officers, officials, employees, agents, or
volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 14. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence,
combined single limit, against any,personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of Five Hundred
Thousand Dollars ($500,000) per occurrence, combined single limit, covering any vehicle
utilized by Contractor or Contractor's officers, employees, or agents in performing the services
required by this Agreement.
(c) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance
with minimum limits of One Million Dollars ($1,000,000) on a claims made basis, to protect City
from any losses sustained through any errors or omissions committed by Contractor or
Contractor's officers, employees or agents in performing Serivices required by this Agreement.
Further, if the policy is on other than an occurrence basis, Contractor shall maintain in full force
and effect such insurance for one year after performance of work under this Agreement is
completed.
(d) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(e) Contractor shall require each of its sub -Consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
IQ
(f) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(g) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(h) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy,
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy.
(i) All of the policies of insurance required by this Agreement shall contain
(1) an endorsement naming the City, its City Council members, officers, officials, employees,
agents, and volunteers as additional insureds; provided, however, an endorsement naming the
City as an additional insured is not required for the Professional Liability Insurance policy, (2) an
endorsement providing that the policies cannot be canceled or reduced except with thirty (30)
days prior written notice to City, and (3) an endorsement specifically stating that the coverage
contained in the policies affords insurance pursuant to the terms and conditions as set forth in
this Agreement.
0) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its City Council
members, officers, officials, employees, agents, or volunteers shall be excess of Contractor's
insurance and shall not contribute with it. The policies of insurance required by this Agreement
shall include provisions for waiver of subrogation. Contractor hereby waives all rights of
subrogation against City, its City Council members, officers, officials, employees, agents, and
volunteers.
(k) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 15. 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 16. 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. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
7
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator 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 17. 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 18. Governinq 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 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and any and all negotions, 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 20. 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
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 21. 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 (b) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. 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 24. 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 25. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 26. 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 27, 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 28. 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).
9
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 and Martin & Chapman Co., a California
California municipal corporation corporation
By: By:
By:
t til yor Gonzales Syr ANOM
Mayor Name: ��/p�
Title:
ATTEST:
By:
By: Name: ____„ 27rG� .�2 �•✓
it c rd G. Yamr duc i ity 1 rk
Title:
APPROVED AS TO FORM:
By:
Mich e e
gomery,
Interim City Attorney
10
EXHIBIT A
EXIIJBIT A
SCOPE OF SERVICES
1. Scope of Service to be performed by Contractor
Contractor shall perform election services ("Service") to assist City in the conduct of the
November 22, 2011, Special Mailed Ballot Election. At the request of the City Administrator,
or his designee, Contractor shall perform all required Services, including but not limited to,
the following:
A. Provide all necessary election advice, supplies and services for City's November
22, 2011, Special Mailed Ballot Election ("Election");
B. Provide a calendar of election events for the Election setting out dates and
requirements of the Election Code;
C. Be available by email or telephone for consultation regarding the Election;
D. Be available at any time to the Election Official, prior to, during and for a
reasonable time after the Election, and during the same period to, upon request,
work in cooperation with the Election Official upon any Election task or problems
which may arise;
E. Furnish working forms, outlines, check lists and schedules which will aid the City
Clerk in keeping track of procedural details of the Election;
F. Prepare, print and mail ballot cards and associated material to voters;
G. Prepare, print and mail Sample Ballot Voter Information Pamphlets to all eligible
voters;
H. Prepare precinct supplies for all voting precincts in the languages required for
City;
I. Provide foreign language translators for all of City's translation requirements;
J. Otherwise provide such other special and unique services in close cooperation
with the City Clerk as may be necessary for the successful conduct of the
Election;
K. Be at the designated site on the day of the Election, and tabulate the votes cast.
Contractor shall have all votes counted by twelve midnight (12:00 A.M.) on
Election Day. If Contractor fails to do so, it shall waive all charges to City for
ballot counter rental
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.
11
EXHIBIT B
EXHIBIT B
FEES
Section 1, Consideration
In consideration for the Services provided by Contractor under this Agreement , City shall pay
Contractor an amount not to exceed c 10,100.00 for Services rendered. Contractor shall
provide similar products and services as those shown on the attached invoice dated November
22, 2011, at a rate not to exceed one hundred and five percent (105%) of the amount charged
on that invoice for each specific product or service.
If City requests services additional to those described in Exhibit A, such additional services shall
be paid at the rate agreed upon in a writing signed by both Parties. The City Administrator, or
his designee, may negotiate the fee for additional services and execute the writing on behalf of
the City.
Section 2. Expenses
City shall reimburse Contractor for the cost of shipping services and postage to mail ballots, at
costs, with no mark-up. No other expenses shall be reimbursed unless pre -approved in writing
by the City Adminstrator or his designee.
12
1951 Wright Circle ' Anaheim, California 92806 ' 714/939-9866 ' Fax 714/939-9870
CITY OF VERNON
OFFICE OF THE CITY CLERK
4305 SANTA FE AVE
VERNON, CA 90058-1714
SPECIAL. Iv1UNICIPAL ELECTION!
NOVEMBER 22, 2011
August 24, 2011
ESTIMATE
6 Measures
Impartial Analysis for each
2 Arguments for Each
Measures fit on 1 ballot.
English Spanish
Quantity Description unit Price Total
PRE -ELECTION SUPPLIES
1 iCalendar of Events NC i NC
1 Election Handbook w/Resolutions, Forms, Notices, Manual NC' NC
i Elections Code of California NC INC
__- _ _ ___.._------- ._-------------____ ...__..__ . __...._ ._._. _ _ _.------
I Election Night Procedures Manual INC NC
VOTE -BY -MAIL BALLOT SUPPLIES
1 , Voted Ballot Boxes for VBM Ballots -regular size $3.10 $3,10
I ; Seals for Voted Ballot Boxes $Q.50 ' $U,50
ALL MAIL BALLOT SUPPLIES
125 All Mail Ballot Outgoing Envelopes - 1,14
125 All Mail Ballot Identification/Return Envelopes - #1 1 Yellow
Sc:3.75
25� 'Secrecy
125
0 i-17
` /5
Gorr cf orn ldenpt�ficatlon/Return Envelop
$es
8
1.75
Vote by Mail Canvass Set
$45.00
$45.00
1 1 hite Boxes) for "Unvoted Ballots"
$3.C3
h.s
i White Box Seals
$0.25
REPORTS
54 DAYS BEFORE
! Voter identification Report - (54 day reports) voters
�75
$ ) r =
VBM TRACKING SYSTEM
Vote by Mail Tracking System Active and inactive Voters
I
$175.00
MAILING LABELS
- - - - - . - ---- ....__
1 �NCOA (National Change of Address) Set-up charge
------
$75.00
---- ---------
$75.00
75' NCOA Processing for Change of Address
$0,00375 :
$0.28
75 Voter Address Labels / 54 day labels -
$203.7:,-
0 IVoter Address Labels / 29 day labels
$2UQ. ,
5 ;Voter Addr
- _.__.__ . _
VOTER INFORMATION PAMPHLETS
_ _.-
j
--
1508.5 X 11 / 4 Panels - 28 pages
$2,165.00
OFFICIAL BALLOTS AND SUPPLIES
1 Official Ballots - Typeset Ballot / per side / English & Spanish
; $300.00 i
$300,00
125 Official Ballots / Vote by, Mall
SO 22
S27.50
50. !Official Ballots / Test -Duplicates
$0 22
$11.00
Vernon Nov 22 2011 All Mail Ballot E:stimate.xis
II Quontity Description I unit Price total II
17;r total Official Ballots
1 Nest / Duplicate Overprint / each Card
BALLOT COUNTING / ELECTION NIGHT SUPPLIES
I Election Night Supply Kit
21 Counted Ballot Seals
-----
I Tally of VBM's & Provisional Ballots
SUBTOTAL
$2.5.00 $25.00
$35 00 $35.00
S 1,00 $2,00
$600,00 i- — $600.00
Subtotal / Taxable Items' l $4,287.52
Sales Tax 0.0975 $418.03
$4 705 55
TRANSLATIONS
Spanish Translations
.
I
Ballot(s) .__...
$150.00
$ 150,00
a
Analyses
$375.00
$2,250.00
12
Arguments
$225.00
$2, 700.00
MAILING SERVICES / ALL MAIL BALLOTS
l
Transfer of Data File to Mailer
$100.00
$100.00
75'
54 day file / Addressing Envelopes
SO 05
53,75
85
inserting materials into IJ14 Outgoing Envelopes
$Il 25
5z
29 day file / Addressing Envelopes
50 05
$0.25
515
_
clay fill. / Addressing Envelopes
$0 05
$0.25
POSTAGE ACTIVITY / ALL MAIL BALLOTS
_
Postage received from City / Check if
75`
54 Day Ballot Packages
1 $63.00 1
5
29 Day Ballot Packages
$4 20 1
5
15 Day Ballot Packages
i $4.20
A,; ;:bona{ Postage [Due (Credit for unused postage)---_!�8.
1: Ti lst class Postage - 29 Day file
S17.25 '
::t� �r [��E ae lst alas., Postage- e - 1 Da hie
Affix Pv;- . s _�. - g r - Y..
).25
$ 12 5
DELIVERY SERVICES
1
Deliver All Mail Ballot Packages to Post Office
$1
$100,00
Nontaxable ifemsi ^_^_..-_�
$5 386.26
-Talal
I ESTIMATE~ $10,091.951
TERMS NET 30 DAYS / 1.5% PrR MONTH THEREAFTER
Vernon Nov 22 2011 All Mail Ballot Estimate.xls
Juarez, Debbie
From: Barcia, Ana
Sent: Wednesday, September 21, 2011 9:49 AM
To: Juarez, Debbie
Subject: RE: Martin & Chapman - Insurance Inquiry
As long as you keep requesting status for those that have insurance on file im good O. Martin & Chapman are good to
go.
Ana Barcia
City of Vernon
T: 323) 583-8811 ex 286
F: 323) 826-1439
abarcia&i.vernon.cams
From: Juarez, Debbie
Sent: Wednesday, September 21, 2011 9:47 AM
To: Barcia, Ana
Subject: Martin & Chapman - Insurance Inquiry
Hi Ana. Yes, I'm bugging this morning O Do they have valid insurance on file? Thanks.
Dedorafr Juarez
Xecoids ManagementAssistant
City (f ` )ernon - City Cferk!s Cffice
4.305.5anta Ee Toenue
2)ernon, CA 900.58
(32:3) 583-8811
RECEIVED
AUG 2 9 2011
CIIYCLERK'S OFFICE
DATE: August 25, 2011
STAFF REPORT
City Clerk's Office
TO: Honorable Mayor and City Council
FROM: Willard G. Yamaguchi, City Clerk (141
RECEIVED
AUG 2 9 2011
CITY ADMINISTRATION
0
RE: Martin & Chapman Co. — Special Mailed Ballot Election on November 22, 2011
Background:
On November 22, 2011, the City of Vernon will be conducting a Special Mailed Ballot Election.
The City Clerk's office requires assistance in this matter and seeks to retain the services of
Martin & Chapman Company ("Martin").
Martin will provide, including but not limited to, pre -election materials, all ballot supplies,
reports, mailing labels, voter information pamphlets, mailing services, postage activity,
translation, and official ballots.
Martin has assisted with previous City of Vernon Municipal Elections. Based on the services
provided by Martin in the past, it would be in the City Is best interest to retain Martin for the
Special Mailed Ballot Election.
Recommendation:
I recommend that the Council approve the Professional Services Agreement between Martin &
Chapman Company and the City of Vernon for the Special Mailed Ballot Election on November
22, 2011.
WGY/ab
Enclosure
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: August 25, 2011
TO: Willard G. Yamaguchi, City Clerk A
FROM: Mike Montgomery, Interim City Attorneyy
RE: Martin & Chapman V
I have received and reviewed the agreement and the attachments
thereto.
The professional services agreement is approved as to form.
MM:em
Enclosures