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Resolution No. 2011-190RESOLUTION NO. 2011-190 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 GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, APRIL 10, 2012 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 April 10, 2012, General Municipal 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 November 2, 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 April 10, 2012, General 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 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: The 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 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 directs 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 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 15th day of November, 2011. !Y Name: Hilario Gonzales _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. 2011-190, 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, November 15, 2011, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this (7 day of November, 2011, at Vernon, California. (SEAL) and G. Y/amAgucbj, City Clerk - 4 - EXHIBIT A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND MARTIN & CHAPMAN CO. FOR ELECTION CONSULTING SERVICES RELATED TO A GENERAL MUNICIPAL ELECTION TO BE HELD ON APRIL 10, 2012 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 November 15 , 2011 April30, 2012, 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 GENERAL MUNICIPAL ELECTION TO BE HELD ON APRIL 10,2012 THIS AGREEMENT is made and entered into as of November 15 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 April 10, 2012, General Municipal Eelction, 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 PA 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 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 flees. 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 (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner 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 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. 0 (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 Citv'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: 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; 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 dale 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, it 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, (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. (j) 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. Assionment 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. 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 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 22. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 29. 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]. 101 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 ATTEST: Martin & Chapman Co., a California corporation A By: By: Willard G. Yamaguchi, City Clerk Name: APPROVED AS TO FORM: By: Willard G. Yamaguchi, Chief Deputy City Attorney Title: �( 4f2/�7� 10 EXHIBIT A IEXHIBIT 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 April 10, 2012, 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: A. Provide all necessary election advice, supplies and services for City's April 10, 2012, General Municipal 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 $ 5,000.00 for Services rendered. Contractor shall provide similar products and services as those shown on the attached invoice dated November 7, 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. 1% Martin & Chapman Co, 1961 Wright Circle • Anaheim, California 92806 • 7141939.9866 ' Fax 71410394870 CITY OF VERNON WILLARD YAMAGUCHI 4305 SANTA FE AVE VERNON, CA 90058 `" PROPOSAL '" GENERAL MUNICIPAL ELECTION APRIL 10, 2012 November 7, 2011 Estimate 1 Council Seat I Quantity I I Description I Unit Price I Total IPRE-ELECTION SUPPLIES _ -1 jColendar of Events _ _ LI�Emall of Resolutions, Notices and Forms NC I $20.00 NC $20.00 I,ALL MAIL BALLOT SUPPLIES 1251 JAII Mail Ballot Outgoing Envelopes - H14 M.00+0.12 ea $65.00 125 All Mail Ballot Identification/Return Envelopes -fill $50.00+0.12 ea $65.OD Secrecy Envelopes $0.07 $8.75 _ _1225 — 1 _ Vote by Moil Canvass Set '- — $45.00 $45.00 _ 1 Voted Ballot Boxes for VBM Ballots-1 /2 size $2.00 $2.00 1 Seals for Voted Ballot Boxes $0.50 $0.50 RE REPORTS 64 DAYS BEFORE � 1 Voter Identification Report - (54 day reports) voters 1164 $61.39 VBM TRACKING SYSTEM j ! 1701 1 Vote by Mail Tracking System / Active and Inactive Voters - MAILING LABELS 75! Voter Address Labels / 54 day labels $170.00 I 5203.75 _ 61 lVoter Address Labels./ 15 day labels _ $200.30 VOTER INFORMATION PAMPHLETS i 1251 IVoter Pamphlets / 22 pages $1,310.00 _ 1OFFICIAL BALLOTS AND SUPPLIES 11 TO_fficial Ballots -Typeset Ballot / per side / English & Spanis_h $300.00 $300.00 1()Dl Official Ballots / Opto-Mark / Vote by Mail _ $0.22 �— $22.00 j )00 Total Official Ballots _ BALLOT COUNTING/ ELECTION NIGHT SUPPLIES ! 1 3 11 SUBTOTAL j Election Night Supply Kit Counted Ballot Seals --� Tally of Ballots 1 person .. _.__ ...... _. Subtotal / Taxable Items �- $36.00 $1.00 $600 00 _.---- _---- ----- $35.00 $3.00 $6.00.0_0 _ __---. $3,111.69, Sales Taxi 0.0975j $303.39 Vernon2012 D410 Quantity i I Description j Unit Price ; o a !TRANSLATIONS jSpanish Translalion5 li Ballot(s) •. $150.00 $150.00 — 41 1 Candidates Statements $175,00 1 $700.00 MAILING SERVICES / ALL MAIL BALLOTS 1 Transfer of Data File to _Moller -- $100A0 1_ S100.00 _75j 154 day file / Addressing Envelopes 61 115 day file / Addressing Envelopes _ $0.05 _ ^$3.75 $0.10 I $0.60 DELIVERY SERVICES 1- iDeliverAllMailBallotSupplie_sto_Vernon $150.001 $Iffo0 _ 4 _]UmiJFedt Freight charges — — ) $32.00 ` j 2 (FedEx Overnight $43.00 Total Nontaxable Items $1,17935 PROPOSED TOTALS $4,594.43 j TERMS NET 30 DAYS / 1.5% PER MONTH THEREAFTER! Vemon 2012 0410 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 November 17, 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 November 15, 2011, through Resolution No. 2011-190. If you have any questions regarding this matter, please call contact the undersigned at (323) 583- 8811 ext. 175. V truly yours, G eZL'ARD G. Y. City Clerk WGY:dj Enclosure c: Ana Barcia Purchasing Department Resolution No. 2011-190 - Agreement File No. 11-124 Excfusive6i IndustridC PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND MARTIN & CHAPMAN CO. FOR ELECTION CONSULTING SERVICES RELATED TO A GENERAL MUNICIPAL ELECTION TO BE HELD ON APRIL 10, 2012 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 November 15 , 2011 April 30, 2012, 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 GENERAL MUNICIPAL ELECTION TO BE HELD ON APRIL 10,2012 THIS AGREEMENT is made and entered into as of November 15 , 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." =6111�W� A. City desires to have certain election consulting services provided to assist City in the conduct of the April 10, 2012, General Municipal Eelction, 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 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 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. 3 (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 shalt 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 anytime 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. 9 (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: 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; 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, 61 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 we 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, withminimumlimits 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, It 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. 0 (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. (1) 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. 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 aright. 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 (5) business days of such Tact 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," 1.1 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]. 0 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 a Igor. 0 a Hilario Gonzales Mayor TO Chief Deputy City corporation F &VAC Name: Title: EXHIBIT A EXHIBIT 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 April 10, 2012, 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: A. Provide all necessary election advice, supplies and services for City's April 10, 2012, General Municipal 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. Fumish 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; 1. 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 $ 5,000.00 for Services rendered. Contractor shall provide similar products and services as those shown on the attached invoice dated November 7,: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 Martin & Chapman Co. 1951 Wright Circle • Anaheim, California 92806 ' 7141OS9-9866 I Fax 7141039.9870 CITY OF VERNON WILLARD YAMAGUCHI 4305 SANTA FIE AVE VERNON, CA 90058 +' PROPOSAL " GENERAL MUNICIPAL ELECTION APRIL 10, 2012 November 7, 2011 Estimate 1 Council Seat Quantity'! I Description I Unit Price Tots EPRE-ELECTION SUPPLIES I E 1 (Calendar of Events NC NC _ _i 1 1Emall of Resolutions. Notices and Forms i $20.00 i $20.00 !ALL MAIL BALLOT SUPPLIES j I j 1251 All Mail Ballot Outgoing Envelopes - B14 ! $50.00+0.129ol $65.00 1251 125. 1 All Mail Ballot Identification/Return Envelopes - ff l 1 Secrecy Envelopes Vote by Mail Canvass Set $50.00+0.12 ea $0.07 $45.00 $65.OD _$8.75 $45.00 l Voted Ballot Boxes for VBM Ballots-1 /2 size $2DO $2.00 1 Seals for Voted Ballot Boxes S0.50 $0.50 REPORTS 54 DAYS BEFORE — 1 Ivoter Identification Report - (54 day reports) voters 164 $61.39 VBM TRACKING SYSTEM 1701 IVote by Mail Tracking System / Active and Inactive Voters_ $170,00 M_A_ILING LABELS j _ Voter Address Labels/ 54 day labels $203.75 61 IVoter Address Labels/ 15 day labels $200.30 !VOTER INFORMATION PAMPHLETS j 1251 IVoter Pamphlets / 22 pages $1,310.00 _ ;OFFICIAL BALLOTS AND SUPPLIES T I 11 ]Official_ Ballots Typeset Ballot / per side / English & Spanish 1001 16401al Bollpts / Opto-Mark / Vote by Mail $300.00 $0.22 $300,00 $22.00 1001 1 Total Official Ballots (BALLOT COUNTING / ELECTION NIGHT SUPPLIES 1 Election Night Supply Kit w $36.001 $35,00 3 Counted Ballot Seals $1 00 $3.00 1 'SUBTOTAL — j Tally of Ballots .. 1 person Subtotal / Taxable Items $600 00 -- $600.00 Sales Tax; 0.0975 S303.39 _ i_53,415.08 Vernon 2012 0410 I Quantity Description Unit Price ; Total (TRANSLATIONS 1 (SpanishTfansialions T: E Ballots) $150.00 _- $150.00 41 I Candidates Statements $175.00 $700.00 —� MAILING SERVICES I ALL MAIL BALLOTS — 1 jTransfer of Data file to Maller $10_0,0 0 $1_00.00 _ j 75' 154 day flie / Addressing Envelopes 6 115 day file / Addressing Envelopes _ S0.05 Said _ $3.75 $0W DELIVERY SERVICES li I Deliver All Mail Ballot Supplies to Vernon $150.00 : $150,00 4; UPS/FedEx Freight charges$32_AO 2 FedEx Overnight —� $43.00 Tot —al Nontaxobleitems PROPOSED TOTAL 51,179.35 A I $4,594.43 TERMS NET 30 DAYS / 1.5% PER MONTH THEREAFTER_ Vemon 2012 0410 ii//5h i RECEIVED RECEIVED NOV 0 7 2011 CITY CLERK'S Off ICE �al�-rq0 h•. STAFF REPORT City Clerk's Office DATE: November 2, 2011 TO: Honorable Mayor and City Council p� FROM: Willard G. Yamaguchi, City Clerk W� NOV 0 3 2011 0TY AWIN:ISTRATI:0N RE: Martin & Chapman Co. — General Municipal Election to be held on April 10, 2012 Background: On April 10, 2012, the City of Vernon will be conducting a General Municipal 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's best interest to retain Martin for the General Municipal Election. Recommendation: I recommend that the Council approve the Professional Services Agreement between Martin & Chapman Company and the City of Vernon for the General Municipal Election to be held on April 10, 2012. WGY/ab PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND MARTIN & CHAPMAN CO. FOR ELECTION CONSULTING SERVICES RELATED TO A GENERAL MUNICIPAL ELECTION TO BE HELD ON APRIL 10, 2012 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 November—, 2011 April 30, 2012, 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 GENERAL MUNICIPAL ELECTION TO BE HELD ON APRIL 10, 2012 THIS AGREEMENT is made and entered into as of 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 April 10, 2012, General Municipal Eelction, 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 2 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 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. 3 (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 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. 0 (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 Liabilitv. 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: 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. 9 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. 9 (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. Q) 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 rI 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. 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 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 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,' 9 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 California municipal corporation 0 Hilario Gonzales Mayor ATTEST: Martin & Chapman Co., a California corporation 0 Name: Title: By: By: Willard G. Yamaguchi, City Clerk Name: APPROVED AS TO FORM: By: Willard G. Yamaguchi, Chief Deputy City Attorney Title: 10 EXHIBIT A EXHIBIT 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 April 10, 2012, 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: A. Provide all necessary election advice, supplies and services for City's April 10, 2012, General Municipal 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:OO 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 $ 5,000.00 for Services rendered. Contractor shall provide similar products and services as those shown on the attached invoice dated November 7, 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 Martin & Chapman Co, 1951 Wright Circle • Anaheim California 92806 • 714/999-9866 • Fax 7141939-9870 CITY OF VERNON WILLARD YAMAGUCHI 4305 SANTA FE AVE VERNON, CA 90058 "" PROPOSAL '" GENERAL MUNICIPAL ELECTION APRIL 10, 2012 November 7, 2011 Estimate 1 Council Seat Quantity I I Description Unit Price Total PRE -ELECTION SUPPLIES 11 1 Calendar of Events NC NC 11 1 Email of Resolutions, Notices and Forms $20.00 $20.00 ALL MAIL BALLOT SUPPLIES 125 All Mail Ballot Outgoing Envelopes - #14 $50.00+0.12 ea $65.00 125 All Mail Ballot Identification/Return Envelopes - #11 $50.00+0.12 ea $65.00 125 Secrecy Envelopes $0.07 $8.75 1 Vote by Mail Canvass Set $45.00 $45.00 1 Voted Ballot Boxes for VBM Ballots-1 /2 size $2.00 $2.00 1 Seals for Voted Ballot Boxes $0.50 $0.50 REPORTS 54 DAYS BEFORE 11 IVoter Identification Report - (54 day reports) voters 164 $61.39 VBM TRACKING SYSTEM 1701 IVote by Mail Tracking System / Active and Inactive Voters $170.00 MAILING LABELS 751 IVoter Address Labels / 54 day labels $203.75 61 IVoter Address Labels / 15 day labels $200.30 VOTER INFORMATION PAMPHLETS 1251 IVoter Pamphlets / 22 pages $1,310,00 OFFICIAL BALLOTS AND SUPPLIES 11 lOfficial Ballots - Typeset Ballot / per side / English & Spanish $300.00 $300.00 1001 lOfficlal Ballots / Opto-Mark / Vote by Mail $0.22 $22.00 1001 1 Total Official Ballots BALLOT COUNTING / ELECTION NIGHT SUPPLIES 1 Election Night Supply Kit $35.00 $35.00 3 Counted Ballot Seals $1.00 $3.00 1 Tally of Ballots - 1 person $600.00 $600.00 SUBTOTAL Subtotal / Taxable Items $3,111.69 Sales Tax 0.0975 $303,39 $3,415,08 Vernon 2012 0410 Quantity I I Description Unit Price Total TRANSLATIONS Spanish Translations 1 Ballot(s) $150,00 $150.00 41 Candidates Statements $175.00 $700.00 MAILING SERVICES / ALL MAIL BALLOTS 11 ITransfer of Data File to Mailer $100.00 $100.00 751 154 day file / Addressing Envelopes $0.05 $3,75 61 115 day file / Addressing Envelopes $0.10 $0.60 DELIVERY SERVICES 1 Deliver All Mail Ballot Supplies to Vernon $150.00 $150.00 4 UPS/FedEx Freight charges $32.00 2 FedEx Overnight $43.00 Total Nontaxable Items $1,179.35 PROPOSED TOTAL $4,594.43 TERMS NET 30 DAYS / 1.5% PER MONTH THEREAFTER Vernon 2012 0410 Juarez, Debbie From: Barcia, Ana Sent: Tuesday, November 15, 2011 3:06 PM To: Juarez, Debbie Subject: RE: Insurance Inquiry - Martin & Chapman Agreement Approved 11/15/11 Current insurance on file. Ana Barcia City of Vernon T: 323) 583-8811 ex 286 F: 323) 826-1439 abarciag_ci.vernon.ca.us From; Juarez, Debbie Sent: Tuesday, November 15, 2011 2:58 PM To: Barcia, Ana Subject: Insurance Inquiry - Martin & Chapman Agreement Approved 11/15/11 Hi Ana. Please let me know if the above -referenced has valid insurance. Thanks Debora( Juarez cords �AlanagementAssx'st:ant City of 'Vernon - City Cferlis Office 430.5Santa Ee_Avenue Vernon, ('A 96058 (32.3) 583-8811