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HomeMy WebLinkAbout1995-10-10 - AGENDA REPORTS - ELSMERE CYN SOLID WASTE (2)AGENDA REPORT City Manager Approval .J�Z� Item to be presented by: NEW BUSINESS DATE: October 10, 1995 SUBJECT: ELSMERE CANYON SOLID WASTE MANAGEMENT FACILITY PUBLIC AFFAIRS CONTRACT DEPARTMENT: City Manager's Office/Special Projects The Draft Environmental Impact Report/Draft Environmental Impact Study (DEIR/DEIS) for the proposed Elsmere Canyon Solid Waste Management Facility (ECSWMF) was circulated for public comment and review in January of this year. The comment period for the project closed on August 4, 1995. The Los Angeles County Regional Planning Commission conducted public hearings on the project and conducted applicant rebuttal testimony on August 7, 1995. Now that the Planning Commission has closed the comment period and completed its public hearings, responses to the many comments and questions raised in oral and written testimony will need to be researched and addressed in a response to the comments process and incorporated into the final EIR/EIS. It is quite possible that this process, which will require a combination of Forest Service staff, County staff and Dames and Moore consultants, will take several more months to complete. The Los Angeles County Regional Planning Commission (Commission) will then conduct a shorter comment and review period for the final document and again hold public hearings to make a final determination on the adequacy of the environmental documents. If adequate, the Commission will also make a decision on the Conditional Use Permit and Oak Tree Permit. Regardless of the position of the Commission on the environmental document and permits, it can be anticipated that the decisions will be appealed to the Board of Supervisors by either the City or BKK, the project proponent. The firm of Bill Hussey and Associates has worked with a team of staff, technical consultants and city attorneys to craft a strategy for opposing the ECSWMF over the past two years. Our strong community turn -out at the recent Regional Planning Commission Public Hearing in Santa Clarita is one measure of the success of this campaign. Q� w qgo bhagee.agn �D page no. Agenda Item -01A Bill Hussey and Associates has identified a combination of efforts that will be applied over the remainder of the Planning Commission Hearings and the Board of Supervisors' appeal process. They are detailed in the attached contract (Exhibit A). Fiscal Impact Funds for Elsmere Canyon opposition activities are budgeted in Account No. 01-4103-230 in the amount of $285,000 for Fiscal Year 1995/96. The amount was intended to include funds for all legal, technical, public affairs, community and miscellaneous needs for the project. The FiscalYear 1995-96 Bill Hussey and Associates contract is proposed in the amount of $321,000 and is a $50,000 interim contract approved by City Council to provide services in July, August and September 1995. Staff recommends that an additional $200,000 be transferred from the City Council Contingency Fund to the Elsmere Canyon opposition budget to fund the necessary legal, technical and miscellaneous expenses for the remainder of the year. This would bring the total project budget to $485,000 for Fiscal Year 1995-96. Approve the contract with Bill Hussey and Associates for public affairs services for the Elsmere Canyon opposition effort in the amount of $321,000 and authorize the Mayor to execute the agreement. Transfer $200,000 from the City Council Contingency Fund, Account No. 01-4101-290 to the Elsmere Canyon opposition budget, Account No. 01-4103-230. Contract bhagree.agn JK:gmm bhagee.agn page no. 2 AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF SANTA CLARITA AND BILL HUSSEY & ASSOCIATES THIS AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF SANTA CLARITA AND BILL HUSSEY & ASSOCIATES ("AGREEMENT") is entered into this th day of , 1995, by the City of Santa Clarita, ("City"), and Bill Hussey, an individual, doing business as BILL HUSSEY & ASSOCIATES, a sole proprietor, ("Consultant"). RECITALS WHEREAS, City has determined that the proposed siting of a landfill in the Elsmere Canyon, now part of the Angeles National Forest adjacent to the City, is not in the best interest of the City or its residents; WHEREAS, City desires to have City engage the services of Consultant to assist City; WHEREAS, Consultant has represented to City that it has the skill and ability necessary to provide the lobbying and public affairs services required by City and more fully described in Exhibit A to this Agreement, and the City of Santa Clarita and has relied on Consultant's representations; NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: Section 1. Scope of Services Consultant shall perform those lobbying and public affairs services specified in Exhibit A Scope of Services in support of City's opposition to the siting of a landfill in the Elsmere Canyon, now part of the Angeles National Forest. Section 2 Term of Agreement The term of this Agreement shall be from the date of execution of this Agreement, as first shown above, for a period of one year subject to the provisions of Section 9 of this Agreement. Consultant agrees that the litigation support services to be provided to City are confidential and in anticipation of litigation and that Consultant's duty of confidentiality, as provided in Section 13, below shall survive the term of this Agreement. hus95-96.con page no_ 1 Section 3. Schedule of Performance The services of Consultant are to be completed according to the schedule set out in Exhibit `B" Schedule of Performance. Time is of the essence in this Agreement. Section 4 Compensation a. Subject to the limitations contained in Section 9, Termination and Exhibit "A" Scope of Services, Consultant shall be paid the amounts identified in Exhibits "A" and "C". The total compensation, including reimbursement for actual expenses (up to specified ceilings), shall not exceed Three Hundred Twenty-one Thousand Dollars ($321,000). b. Each month, Consultant shall furnish to the City a statement of the work planned for the next month on or before the 15th of the prior month. Each statement shall indicate the major projects to be undertaken, principal staff involved and not to exceed the budgeted amount.. Written approval from City is required before Consultant is authorized to undertake each month's work plan. C. Each month; Consultant shall furnish to City a statement of the work performed for compensation during the preceding month. Each statement shall indicate the Section to which the work performed is to be charged, according to the categories shown in Exhibit A of this Agreement. Such statement shall also include a detailed record of the month's actual reimbursable expenses, such as copying costs, long distance telephone charges and computerized research, together with the task and sub -task to which the expense is attributable. City will prepare a warrant in the amount approved by City. City will use its best efforts to cause Consultant to be paid for all items approved by City within thirty (30) days of receipt of Consultant's statement by City. In the event that City does not issue a warrant to Consultant within sixty days of receipt of Consultant's statement, City agrees to pay interest at the rate of ten percent (1017c) per annum, commencing thirty (30) days after receipt of Consultant's statement, until Consultant is paid. d. Payment to Consultant for services to be provided pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. e. Should City, in the exercise of its sole discretion, determine that it does not need or require a quantitative goal to be achieved, (e.g., 100 meetings are no longer required, 50 meetings are adequate) Consultant shall not be required to attain the quantitative goal and failure to achieve the quantitative goal shall not be regarded as a deficiency or failure to perform. Section 5. Independent Contractor Consultant is an independent contractor and not an agent or employee of the City of Santa Clarita. As an independent contractor, Consultant shall obtain no rights to retirement, health care or any other benefits which accrue to City of Santa Clarita employees. Consultant expressly waives any claim Consultant may have to any such rights. hus95-96.con page no. 2 Section 6. Assignability The expertise and experience of Consultant are material considerations for this Agreement. Consultant shall not assign or transfer any interest in this Agreement or the performance of any of Consultant's obligations without the prior written consent of City. Any attempt by Consultant to assign or transfer any of Consultant's rights, duties or obligations arising under this Agreement shall be void. City acknowledges its understanding that Consultant, in the performance of its duties pursuant to this Agreement will utilize staff members and subcontractors. Section 7. Insurance Consultant agrees to have and maintain the policies set forth in Exhibit D Insurance. All policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver is so approved in writing by City. Consultant agrees to provide City with a copy of required policies. Section 8. Nondiscrimination Consultant shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religious creed, national origin, ancestry, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. Section 9. Termination A. City may terminate this Agreement at; any time by giving five days' written notice of termination to Consultant. If City gives such notice of termination, Consultant shall cease immediately all work in progress. B. If Consultant or City fails to perform any material obligation under this Agreement, then, in addition to all other remedies, City or Consultant may terminate this Agreement immediately upon written notice. C. Upon termination by either City or Consultant, Consultant shall deliver to City all property of the City in Consultant's possession and copies of all reports, documents, and other work performed by Consultant under this Agreement. Consultant shall furnish to City a final statement of the work performed for compensation. The statement shall indicate the task to which the work performed is to be charged, according to the categories shown in Exhibit A of this Agreement. Such statement shall also include a detailed record of actual reimbursable expenses, such as copying costs, long distance telephone charges and computerized research, together with the task to which to expense is attributable. City will prepare a warrant payable to Consultant in the amount approved by City. City will then make final payment to Consultant for services performed and reimbursable expenses incurred, subject to the limitation on reimbursement set forth in this Agreement. hus95-96.con page no. 3 D. Consultant may terminate this Agreement at any time upon ten (10) days' written notice of termination to City. Section 10. Law to Govern; Venue The law of the State of California shall govern this Agreement. In the event of litigation between the parties, venue in state trial courts shall he exclusively in the County of Los Angeles. In the event of litigation in a U.S. district Court, exclusive venue shall lie in the Central District of California, in Los Angeles. Section 11. Compliance with Laws Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments. Section 12. Confidential Information Consultant is being retained to assist with the efforts by City to oppose the siting of the proposed Elsmere Canyon landfill, and as such, Consultant's services are within the Attorney Work Product Privilege. Section 13. Ownership of Materials All reports, documents, floppy discs, diskettes or other materials developed or discovered by Consultant during the course of this Agreement shall be solely the property of the City, and shall be kept confidential by Consultant, except for reports submitted to City through its City Attorney, which shall be solely the property of, and which shall be kept confidential by City and Consultant, unless essential for the defense of litigation against City and any applicable privilege has been waived by City. Section 14. Waiver Waiver by City or Consultant of any breach of any of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of the same or any other provision of this Agreement. Acceptance by City of any work or services by Consultant shall not be a waiver of any of the provisions of this Agreement. Section 15. Consultant's Books and Records A. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for any period and to the extent required by laws relating to audits of public agencies and their expenditures required by laws relating to audits of public agencies and their expenditures. hus95-96.con page no. 4 B. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for the period and to the extent required by laws relating to audits of public agencies and their expenditures, C. Any records or documents required to he maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by City or a designated representative. Copies of such documents shall be provided to City for inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. D. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request, require that custody of the records referred to in this Section 14, to the extent such records are required to be maintained by contractors with public agencies under the laws relating to audits of public agencies and their expenditures, be given to City and that the records and documents be maintained by City. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor -in -interest. Section 16. Conflict of Interest Consultant shall at all times avoid conflict of interest or appearance of conflict of interest with the interests of the City in the performance of this Agreement. Consultant's right to engage in other employment is subject to the provisions of Exhibit D of this Agreement. Section 17. Exhibits Incorporated reference. Exhibits A through D are attached to and incorporated in this Agreement by this bus95-96.con page no. 5 Section 18. Notices All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To City: City Manager City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 and to: City Attorney City of Santa Clarita 611 West 6th Street, Suite 2500 Los Angeles, California 90017 Tel: (213) 236-0600 Fax: (213) 236-2700 To Consultant: Bill Hussey & Associates 11355 West Olympic Boulevard, Suite 501 Los Angeles, CA 90064 Tel: (310) 268-8234 Fax:. (310) 268-8334 Notice shall be deemed effective on the date delivered or transmitted by facsimile or, if mailed, three (3) days after deposit in the mail. Section 19. Dispute Resolution; Performance after Dispute A. All disputes concerning the interpretation, performance, breach or termination of this Agreement shall be decided by binding arbitration before a retired federal aor California judge, according to the provisions of Section 1280 et seq. Of the California Code of Civil Procedure, through the Los Angeles County offices of the Judicial Arbitration and Mediation Service ("JAMS"). The parties shall attempt to agree upon a retired judge from the JAMS panel, but if they are unable to agree within thirty (30) days afar commencement of a proceeding, JAMS will provide alist of three available judges and each party may strike one. If for any reasons JAMS is unavailable, the dispute shall be decided by a retired federal or California judge, sitting as an arbitrator, and selected by the parties. If the parties are unable to agree upon retired judge within 30 days after receipt of written notice, a retired judge shall be appointed by the Presiding Judge of the Los Angeles County Superior Court. The arbitrator shall render a written decision stating reasons therefor in reasonable detail within sixty (60) days after his appointment. The arbitrator's award shall be final and enforceable and may be confirmed by the judgment of a court of competent jurisdiction. The prevailing party shall be entitled to recover its costs of arbitration, as well as costs and attorneys' fees, and expert witness fees, as determined by the arbitrator, as well as costs and attorneys' fees in any proceedings to enforce an award. The parties reserve their rights to obtain provisional remedies from the courts, and hus95-96.con page no. 6 no application for any such remedy shall be deemed inconsistent with the obligation to arbitrate disputes. B. Except for nonpayment of any portion of a statement presented to City by Consultant, if any dispute arises between the parties to this Agreement, Consultant shall continue to perform pending resolution of the dispute. Section 20. Prior Agreements and Amendments This Agreement, including the Exhibits, embodies the entire understanding of the parties with respect to the matters addressed in this Agreement and the Exhibits and supersedes all other agreements entered into between the parties prior to the execution of this Agreement. No amendment of this Agreement shall be valid unless in writing duly executed by the parties or their authorized representatives. WITNESS THE EXECUTION of this Agreement on the day and year first written above. BILL HUSSEY &ASSOCIATES W Bill Hussey Date: CITY OF SANTA CLARITA M George Caravalho, City Manager Date: ATTEST: City Clerk Date: hus95-96.con page no. 7 Approved as to form: BURKE, WILLIAMS & SORENSEN in Carl K. Newton, City Attorney hus95-96.con page no. 8 SCOPE OF WORK hus95-96.con page no. 9 EXHIBIT B SCHEDULE OF PERFORMANCE Services to be provided pursuant to this Agreement shall be begun by Consultant within ten (10) calendar days of the execution of this Agreement. Services shall be provided according to a schedule to be developed by Consultant and approved by City in the monthly plans to be provided by Consultant as part of the services to be provided by Consultant pursuant to this Agreement. Consultant shall also prepare a monthly briefing summarizing the activities and accomplishments of the prior month and their impacts on the City's legal strategy for presentation to the City Council in closed session. hus95-96.con page no. 10 EXHIBIT C COMPENSATION Consultant will bill City, with itemized statements showing hours and fractional parts billed to each Section of Exhibit "A" subject to the maximum for each task shown on Exhibit "A", with the maximum not to exceed Three Hundred Twenty -One Thousand Dollars ($321,000). Expenses, including but not limited to copying charges, long distance telephone charges and computerized research will be billed at actual cost. Mileage will be charged at $0.26/mile. Commercial travel expenses will be at the best coach class rates available at the time of booking. hus95-96.con page no. 11 EXHIBIT "D" INSURANCE During the entire term of this Agreement, Consultant agrees to have and maintain public liability and motor vehicle liability insurance at its sole expense to protect against loss from liability imposed by law for damages on account of bodily injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever, resulting directly or indirectly from any act or activities of Consultant, its subcontractors or any person acting for Consultant or under Consultant's control or: direction, and also to protect against loss from liability imposed by law for damages to any property of any person caused directly or indirectly by or from acts or activities of Consultant, or its subcontractors, or any person acting for Consultant, or under its control or direction. Such insurance shall be maintained in full force and effect throughout the term of the Agreement and any extension thereof in the following minimum limits: A combined single limit policy with coverage limits in the amount of $1,000,000 per occurrence will be considered equivalent to the required minimum limits. All of such insurance shall be primary insurance and shall name the City of Santa Clarita as an additional insured. Consultant agrees that provisions of this Agreement as to maintenance of insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to persons or property resulting from Consultant's activities, the activities of its subcontractors or the activities of any person, or persons for which Consultant is otherwise responsible. Consultant shall procure and maintain, at its sole expense, Worker's Compensation Insurance in such amounts will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases happening to any worker employed by the Consultant in the course of carrying out the within Agreement. Consultant shall procure and maintain, at its sole expense, throughout the term of this Agreement and any extension thereof, public liability and property damage insurance coverage for automotive equipment with coverage limits of not less than $500,000 combined single limit. All such insurance shall be primary insurance and shall name the City of Santa Clarita as an additional insured. Appropriate insurance policies evidencing the above insurance coverage with a company acceptable to City shall be submitted to City prior to the start of work on this Agreement. hus95-96.con page no. 12 EXHlBrr "E" DISCLOSURE STATEMENT Consultant represents that neither he nor any member of his immediate family have any financial interests in or agreements with the BKK Corporation, the Elsmere Corporation, the United States Forest Service, the U.S. Department of Agriculture, the County of Los Angeles or the City of Los Angeles or any solid waste enterprise. Consultant agrees not to enter into any contracts or agreements with any of the foregoing entities related in any way to the matters addressed int his Agreement for a period of two (2) years following the termination of this Agreement. If, during the term of this Agreement Consultant should desire to enter into any contracts or agreements which Consultant considers not to be related in any way to the matters addressed in this Agreement, with any of the foregoing entities, Consultant shall notify City. City shall have twenty-one (21) days to consent to the proposed contract or agreement between Consultant and the foregoing entities, which consent shall not be unreasonably withheld. Bill Hussey Bill Hussey & Associates hus95-96.con page no. 13 AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF SANTA CLARITA AND BILL HUSSEY & ASSOCIATES This AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF SANTA CLARITA AND BILL HUSSEY & ASSOCIATES ("Agreement") is entered into this th day of , 1995, by the City of Santa Clarita, ("City"), and Bill Hussey, an individual, doing business as BILL HUSSEY & ASSOCIATES, a sole proprietor, ("Consultant"), RECITALS WHEREAS, City has determined that the proposed siting of a landfill in the Elsmere Canyon, now part of the Angeles National Forest adjacent to the City, is not in the best interest of the City or its residents; WHEREAS, City desires to engage the services of Consultant to assist City and City's Legal Counsel; WHEREAS, Consultant has the skill and ability necessary to provide the services required by City and more fully described in EXHIBIT "A" to this Agreement, and the City of Santa Clarita has relied on Consultant's representations; NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: Section 1. Scope of Services Consultant shall perform those services specified in EXHIBIT "A" Scope of Services in support of City's opposition to the siting of a landfill in the Elsmere Canyon, now part of the Angeles National Forest. Section 2. Term of Agreement The term of this Agreement shall be from the date of execution of this Agreement, as first shown above, for a period of one year subject to the provisions of Section 9 of this Agreement. Consultant agrees that the litigation support services to be provided to City are confidential and in; anticipation of litigation and that Consultant's duty of confidentiality, as provided in Sections 12 and 13, below, shall survive the term of this Agreement. Section 3. Schedule of Performance The services of Consultant are to be completed according to the schedule set out in Exhibit `B" Schedule of Performance. Time is of the essence in this Agreement. hus95-96.con page no. 1 Section 4. Compensation A. Subject to the limitations contained in Section 9, Termination and Exhibit "A" Scope of Services, Consultant shall be paid the amounts identified in Exhibits "A" and "C". The total compensation, including reimbursement for actual expenses (up to specified ceilings), shall not exceed Three Hundred Twenty-one Thousand Dollars ($321,000). B. Consultant shall prepare 3 month projections which identify major elements of a work plan and strategy to be executed during that three-month period The projection shall contain an anticipated budget requirement per month. City shall have no obligation to compensate (or reimburse) Consultant until City approves the budget. In no event shall City have any obligation Consultant for the month's expenses.. Three-month projections must be submitted to the City by the 15th day of October for the months of November- December and January: by the 15th day of January for the months of February. March and April: and by the 15th day of April for the months of May. June and July. On or before the 15th day of each month. Consultant shall provide a monthly oral briefing to City staff which details the work plan for the actions, strategies and meetings anticipated to occur in the upcoming month. The briefings shall include participation by the responsible party and identification of the estimated amount of funds and hours to be devoted to that work plan's projects and the desired outcome Approval from City in writing. signed by the City Manager or his designee is required before Consultant is authorized to undertake each month's work plan. C. Each month, Consultant shall furnish to City a statement of the work performed for compensation during the preceding month. Each statement shall indicate the Section to which the work performed is to be charged, according to the categories shown in Exhibit A of this Agreement. Such statement shall also include a detailed record of the month's actual reimbursable expenses, such as copying costs, long distance telephone charges and computerized research, together with the task and sub -task to which the expense is attributable. Each month Consultant shall prepare and present a monthly briefing summarizing the activities and accomplishments of the prior month and their impact on the City's legal strategy and pending litigation for presentation during Closed Session. City will prepare a warrant in the amount approved by City. City will use its best efforts to cause Consultant to be paid for all items approved by City within thirty (30) days of receipt of Consultant's statement by City. In the event that City does not issue a warrant to Consultant within sixty days of receipt of Consultant's statement, City agrees to pay interest at the rate of ten percent (10%) per annum, commencing thirty (30) days after receipt of Consultant's statement, until Consultant is paid. hus95-96.con page no. 2 D. Payment to Consultant for services to be provided pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. E. Should City, in the exercise of its sole discretion, determine that it does not need or require a quantitative goal to be achieved, (e.g., 100 meetings are no longer required, 50 meetings are adequate) Consultant shall not be required to attain the quantitative goal and failure to achieve the quantitative goal shall not be regarded as a deficiency or failure to perform. Section 5. Independent Contractor Consultant is an independent contractor and not an agent or employee of the City of Santa Clarita. As an independent contractor, Consultant shall obtain no rights to retirement, health care or any other benefits which accrue to City of Santa Clarita employees. Consultant expressly waives any claim Consultant may have to any such rights. Section 6. Assignability The expertise and experience of Consultant are material considerations for this Agreement. Consultant shall not assign or transfer any interest in this Agreement or the performance of any, of Consultant's obligations without the prior written consent of City. Any attempt by Consultant to assign or transfer any of Consultant's rights, duties or obligations arising under this Agreement shall be void. City acknowledges its understanding that Consultant, in the.perfbtmance of its duties pursuant to this Agreement will utilize staff members and subcontractors. Section 7. Insurance Consultant agrees to have and maintain the policies set forth in EXHIBIT "D" Insurance. All policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by City. Consultant agrees to provide City with a copy of required policies before start of work pursuant to this Agreement.. Section 8. Nondiscrimination Consultant shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religious creed, national origin, ancestry, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. Section 9. Termination A. City may terminate this Agreement at any time by giving five days' written notice of termination to Consultant. If City gives such notice of termination; Consultant shall cease immediately all work in progress. hus95-96.con page no. 3 B. If Consultant or City fails to perform any material obligation under this Agreement, then, in addition to all other remedies, City or Consultant may terminate this Agreement immediately upon written notice. C. Upon termination by either City or Consultant, Consultant shall deliver to City all property of the City in Consultant's possession and copies of all reports, documents, and other work performed by Consultant under this Agreement. Consultant shall furnish to City a final statement of the work performed for compensation. The statement shall indicate the task to which the work performed is to be charged, according to the categories shown in EXHIBIT "A" of this Agreement. Such statement shall also include a detailed record of actual reimbursable expenses, such as copying costs, long distance telephone charges and computerized research, together with the task to which to expense is attributable. City will prepare a warrant payable to Consultant in the amount approved by City. City will then make final payment to Consultant for services performed and reimbursable expenses incurred, subject to the limitation on reimbursement set forth in this Agreement. D. Consultant may terminate this Agreement at any time upon five 5 days' written notice of termination to City. Section 10. Law to Govern; Venue The law of the State of California shall govern this Agreement. -In the'event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of L'os Angeles. In the event of litigation in a U.S. District Court, exclusive venue shall lie in the Central 4•' District of California, in Los Angeles. Section 11. Compliance with Laws Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments. Section 12. Confidential Information Consultant is being retained to assist City's legal efforts to oppose the siting of the proposed Elsmere Canyon landfill, and as such, Consultant's services are within the Attorney Work Product Privilege. Section 13. Ownership of Materials All reports, documents, floppy discs, diskettes or other materials developed or discovered by Consultant during the course of this Agreement shall be solely the property of the City, and shall be kept confidential by Consultant, except for reports submitted to City through its City Attorney, which shall be solely the property of City, and which shall be kept confidential by City and Consultant, unless essential for the defense of litigation against City or its City Attorney and any applicable privilege has been waived by City. hus95-96.con page no. 4 Section 14. Waiver Waiver by City or Consultant of any breach of any of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of the same or any other' provision of this Agreement. Acceptance by City of any work or services by Consultant shall not be a waiver of any of the provisions of this Agreement. Section 15. Consultant's Books and Records A. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for any period and to the extent required by laws relating to audits of public agencies and their expenditures required by laws relating to audits of public agencies and their expenditures. B, Consultant shall maintain all documents and records which demonstrate performance under this Agreement for the period and to the extent required by laws relating to audits of public agencies and their expenditures. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by City or a designated representative. Copies of such documents shall be provided to City for inspection when it is practical to do so. Otherwise, unless.an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of k. notices in this Agreement.. D. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultanness, City may, by written request, require that custody of the records referred to in this Seca 14, to the extent such records are required to be maintained by contractors with public agencies under the laws relating to \ y audits of public agencies and their expenditures, be given to City and that the records and documents be maintained by City. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor -in -interest.. Section 16. Conflict of Interest Consultant shall at all times avoid conflict of interest or appearance of conflict of interest with the interests of the City in the performance of this Agreement. Consultant's right to engage in other employment is subject to the provisions of Exhibit D of this Agreement. Section 17. Exhibits Incorporated reference, Exhibits A through D are attached to and incorporated in this Agreement by this hus95-96.con page no. 5 Section 18. Notices - All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To City: City Manager City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 and to`. City Attorney City of Santa Clarita 611 West 6th Street, Suite 2500 Los Angeles, California 90017 Tel: (213) 236-0600 Fax. (213) 236-2700 To Consultant: Bill Hussey & Associates 11355 West Olympic Boulevard, Suite 501 Los Angeles, CA 90064 Tel: (310) 268-8234 Fax: (310) 268-8334 Notice shall be deemed effective on the date delivered or transmitted by facsimile or, if mailed, three (3) days after deposit in the mail. Section 19. Dispute Resolution; Performance after Dispute A. All disputes concerning the interpretation, performance, breach or termination of this Agreement shall be decided by binding arbitration before a retired federal aor California judge, according to the provisions of Section 1280 et seq. Of the California Code of Civil Procedure, through the Los Angeles County offices of the Judicial Arbitration and Mediation Service/Endispute ("JAMS/Endispute"). The parties shall attempt to agree upon a retired judge from the JAMS/Endispute panel, but if they are unable to agree within thirty (30) days after commencement of a proceeding, JAMS/Endispute will provide alist of three available judges and each party may strike one. If for any reasons JAMS/Endispute is unavailable, the dispute shall be decided by a retired federal or California judge, sitting as an arbitrator, and selected by the parties. If the parties are unable to agree upon retired judge within 30 days after receipt of written notice, a retired judge shall be appointed by the Presiding Judge of the Los Angeles County Superior Court. The arbitrator shall render a written decision stating reasons therefor in reasonable detail within sixty (60) days after his appointment. The arbitrator's award shall be final and enforceable and may be confirmed by the judgment of a court of competent jurisdiction. The prevailing party shall be entitled to recover its costs of arbitration, as well as costs and attorneys' fees, and expert witness fees, as determined by the arbitrator, as well as costs and attorneys' fees in any proceedings to enforce an award. The bus95-96.con page no. 6 parties reserve their rights to obtain provisional remedies from the courts, and no application for any such remedy shall be deemed inconsistent with the obligation to arbitrate disputes. B. Except for nonpayment of any portion of a statement presented to City by Consultant, if any dispute arises between the parties to this Agreement, Consultant shall continue to perform pending resolution of the dispute. Section 20. Prior Agreements and Amendments This Agreement, including the EXHIBITS, embodies the entire understanding of the parties with respect to the matters addressed in this Agreement and the Exhibits and supersedes all other agreements entered into between the parties prior to the execution of this Agreement. No amendment of this Agreement shall be valid unless in writing duly executed by the parties or their authorized representatives. WITNESS THE EXECUTION of this Agreement on the day and year first written above. BILL HUSSEY & ASSOCIATES CITY OF SANTA CLARITA M Bill Hussey Date: M George Caravalho, City Manager Date: ATTEST: City Clerk Date: Approved as to form: BURKE, WILLIAMS & SORENSEN hus95-96.con page no. 7 I� Carl K. Newton, City Attorney hus95-96.00n page no. 9 SCOPE OF SERVICES REFRAMING THE DEBATE $197,000 Hold Supporter and Decision Maker Meetings 32,000 Prepare monthly briefings on results of meetings. Increase opposition to project among key decision makers. US Forest Service - Land Exchange 11,000 Develop strategy, materials and information that maintains the current "No Action, No Project" alternative recommended by the Forest Service preventing the land exchange. DEIR/DEIS Response to Comments and Final EIRIEIS Review 5,000 Monitor progress on response to comments and preparation of Final EIR/EIS. Develop responses to Final EIR/EIS. Coalition Building 10,000 Continue coalition building. Submit monthly progress reports to the City including membership lists. Advocacy Material 2,000 Develop copy and formats for advocacy materials to be printed and distributed by the City,. Alliance for Alternatives Development 30,000 Build alliance for development of alternatives. Provide monthly progress reports, membership lists and activities to City. New Public Policy Agenda Development 15,000 Reframe public policy from development of new landfills to exploration of alternatives. Promote results of GBB Study, enlist supporters. Provide monthly progress reports to the City.. Community Group Strategies 20,000 Coordinate numerous community groups into a united front, develop strategies with City, provide monthly progress and membership reports. Campaign Strategy and Execution 72,000 Conduct Campaign Team, Campaign Chair meetings and meetings with elected officials, coalition groups and independent supports, conduct monthly strategy and result briefings with City, prepare written agendas, conduct research and coordinate communications. hus95-96.con. page no. 9 THE PLANNING COMMISSION $40,000 Final EIR Hearings - Permit Hearings 35,000 Monitor position of key planning staff and Planning Commissioners. Develop cohesive response, presentations and testimorry for response to Final EIR Provide monthly briefings to City. Appeal of the Planning Commission Decision 5,000 Develop plan for effective response to appeal of Planning Commission decision by BKK/BFI. Work to ensure No Project alternative is maintained and, if unsuccessful, outline possible appeal strategy for City. THE BOARD OF SUPERVISORS $60,000 Advocacy Services 55,000 Develop strategy and materials to move County Supervisors currently supporting Elsmere into opposition. Conduct monthly briefings of City detailing progress and strategy. Managing the Appeal Process. 5,000 Develop strategy, materials, speakers and testimony to effectively present opposition case at possible appeal of Planning Commission decision to the Board of Supervisors. Conduct monthly briefings of City detailing approaches and results. CONTINGENCY " $12,000 Contingency funds for last minute unanticipated projects which require written City approval. EXPENSES $12,000 Telephone, fax, messenger services, travel, lodging and transportation, etc. TOTAL: $321,000 hus95-96.con page no. 10 SCHEDULE OF PERFORMANCE Services to be provided pursuant to this Agreement shall be begun by Consultant within ten (10) calendar days of the execution of this Agreement. Services shall be provided according to a schedule to be developed by Consultant and approved by City in the monthly plans to be provided by Consultant as part of the services to be provided by Consultant pursuant to this Agreement. As provided in Section 4.C, Consultant shall also prepare and present a monthly briefing to the City Council in closed session summarizing the activities and accomplishments of the prior month and their impacts on the City's legal strategy. hus95-96.con page no- ll 1:0.401116111 COMPENSATION Consultant will bill City, with itemized statements showing hours and fractional parts billed to each Section of EXHIBIT "A' subject to the maximum for each task shown on EXHIBIT "A", with the maximum not to exceed Three Hundred Twenty -One Thousand Dollars ($321,000). Expenses, including but not limited to copying charges, long distance telephone charges and computerized research will be billed at actual cost. Mileage will be charged at $0.26/mile. Commercial travel expenses will be at the best coach class rates available at the time of booking. hus95-96.con page no. 12 EXIMIT "D" INSURANCE During the entird term of this Agreement, Consultant shall have and maintain public liability and motor vehicle liability insurance at its sole expense to protect against loss from liability imposed by law for damages on account of bodily injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever, resulting directly or indirectly from any act or activities of Consultant, its subcontractors or any person acting for Consultant or under Consultant's control or direction, and also to protect against loss from liability imposed by law for damages to any property of any person caused directly or indirectly by or from acts or activities of Consultant, or its subcontractors, or any person acting for Consultant, or under its control or direction. Such insurance shall be maintained in full force and effect throughout the term of the Agreement and any extension thereof in the following minimum limits:' A combined single limit policy with coverage limits in the amount of $1,000,000 per occurrence will be considered equivalent to the required minimum limits. All of such insurance shall be primary insurance and shall name the City of Santa Clarita as an additional insured. Consultant agrees that provisions of this Agreement as to maintenance of insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to persons or property resulting from Consultant's activities, the activities of its subcontractors or the activities of any person or persons for which Consultant is otherwise responsible. Consultant shall procure and maintain, at its sole expense, Worker's Compensation Insurance in such amounts will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant and City's City Attorney against any loss, claim or damage arising from any injuries or occupational diseases happening to any worker employed by the Consultant in the course of carrying out the within Agreement. Consultant shall procure and maintain, at its sole expense, throughout the term of this Agreement and any extension thereof, public liability and property damage insurance coverage for automotive equipment with coverage limits of not less than $500,000 combined single limit. All such insurance shall be primary insurance and shall name the City of Santa CMta as an additional insured. Appropriate insurance policies evidencing the above insurance coverage .with a company acceptable to City shall be submitted to City prior to the start of work on this Agreement. hus95-96.con page no. 13 EXHIBIT " E" DISCLOSURE STATEMENT Consultant represents that neither he nor any member of his immediate family have any financial interests in or agreements with the BKK Corporation, the Elsmere Corporation, the United States Forest Service, the U. S. Department of Agriculture, the County of Los Angeles or the City of Los Angeles or any solid waste enterprise including, but not limited to, Browning, Ferris Industries, Consultant agrees not to enter into any contracts or agreements with any of the foregoing entities related in any way to the matters addressed in this Agreement for a period of two (2) years following the termination of this Agreement. I& during the term of this Agreement Consultant should desire to enter into any contracts or agreements which Consultant considers not to be related in any way to the matters addressed in this Agreement, with any of the foregoing entities, Consultant shall notify City. City shall have twenty-one (21) calendar days to consent to the proposed contract or agreement between Consultant and the foregoing entities, which consent shall not be unreasonably withheld. Bill Hussey Bill Hussey & Associates hus95-96.con „ page no. 14