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HomeMy WebLinkAbout2007-11-13 - AGENDA REPORTS - GEN MUNI ELECTION (2)CONSENT CALENDAR DATE: SUBJECT: DEPARTMENT Agenda Item: 0 CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval: Item to be presented by: November 13, 2007 Sharon Dawson GENERAL MUNICIPAL ELECTION - APRIL 8, 2008 Administrative Services RECOMMENDED ACTION City Council: 1) Adopt a resolution, calling and giving notice of the General Municipal Election to be held April 8, 2008. 2) Adopt a resolution, requesting the County of Los Angeles to render specified services to the City. 3) Adopt a resolution, adopting regulations for candidates for elective office. 4) Authorize the City Manager or designee to execute a contract with Martin & Chapman Company to provide election services in the amount of $125,000, and authorize a 10% contingency of $12,500 as budgeted in account 12301, for a total of $137,500, subject to City Attorney approval. BACKGROUND The procedures for conducting a General Municipal Election are established by State law. Pursuant to these requirements, a resolution has been prepared, which calls and gives notice of a General Municipal Election to be held on April 8, 2008, for the purpose of electing two councilmembers for a term of four years each. This resolution also states that the polls will be open .from 7 a.m. to 8 p.m. on election day. The Candidate Filing Period will open on Monday, December 17, 2007, and run until 5 p.m. on Friday, January 11, 2008. If any incumbent does not file by this deadline, the filing period is extended five calendar days, until Wednesday, January 0'74b 07- 91 ��Qpf0d: �e--,So. gQ, 9,L 16, 2008, for candidates other than the incumbent to file. Section 10002 of the Elections Code provides that the City Council may, by resolution, request the Board of Supervisors to permit the County Elections Official to render specified services to the City relating to the conduct of an election. These services include preparing and furnishing the computer record of the names and addresses of all eligible registered voters, so that the City can have labels printed to be attached to self -mailer sample ballot pamphlets and furnishing printed indices of the voters to be used by the precinct board at the polling places. Section 13307 of the Elections Code allows each candidate to prepare a statement to be printed in the sample ballot that is mailed to each registered voter. This section also allows the City Clerk to estimate the cost of the Candidates' Statements and requires each candidate filing a statement to pay, in advance to the City, his or her pro -rata share as a condition of having his or her statement included with the sample ballot. Any unused deposit shall be refunded within 30 days after the election. In the event of underpayment, the candidate may be billed for his or her pro -rata share of actual costs. Section 10262 of the Elections Code states that the elections official (City Clerk) shall conduct the canvass, which shall be completed no later than the fourth Friday after the election. Upon completion of the canvass, the elections official shall certify the results to the governing body who shall, no later than the fourth Friday after the election, pass a resolution reciting the fact of the election. It is anticipated that the certified election results will be presented to the City Council at the April 22, 2008 meeting. The City also retains Martin & Chapman Company to provide services, supplies, and assistance during the election process and on election night. These services include printing the sample ballots and election day ballots, providing precinct supplies in all required languages, training poll workers, providing equipment and software for tracking vote -by -mail applications and ballots, and assisting with counting the ballots on election night. ALTERNATIVE ACTIONS No alternative actions have been identified by staff. FISCAL IMPACT A total of $200,000 has been previously appropriated in the FY 2007/2008 budget to conduct this election. ATTACHMENTS Resolution Calling the Election Resolution Requesting LA County Services Resolution Adopting Regulations Contract with Martin & Chapman available.in the City Clerk's Reading File i RESOLUTION NO. 07- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, CALLING AND GIVING NOTICE OF THE HOLDING OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, APRIL 8, 2008, FOR THE ELECTION OF CERTAIN OFFICERS AS REQUIRED BY THE PROVISIONS RELATING TO GENERAL LAW CITIES WHEREAS, under the provisions of the laws relating to general law cities in the State of California, a General Municipal Election shall be held on April 8, 2008, for the election of Municipal Officers. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. That pursuant to the requirements of the laws of the State of California relating to General Law Cities, there is called and ordered to be held in the City of Santa Clarita, California, on Tuesday, April 8, 2008, a General Municipal Election for the purpose of electing two members of the City Council for the full term of four years. SECTION 2. That the ballots to be used at the election shall be in form and content as required by-law. SECTION 3. That the City Clerk is authorized, instructed, and directed to procure and furnish any and all official ballots, notices, printed matter and all supplies, equipment and paraphernalia that may be necessary in order to properly and lawfully conduct the election. SECTION 4. That the polls for the election shall be open at seven o'clock a.m. of the day of the election and shall remain open continuously from that time until eight o'clock p.m. of the same day when the polls shall be closed, except as provided in Section 14401 of the Elections Code of the State of California. SECTION 5. That pursuant to Elections Code Section 12310, a stipend for services for the persons named as precinct board members is fixed at the sum of $75 for each Inspector; $55 for each Clerk; and $25 for each Student for the election. The rental for each polling place, where a charge is made, shall be the sum of $25 for the election. When required, the compensation of the Custodian of a building shall be $15 for the election. An additional stipend of $25 shall be paid to all precinct board members who work on election day that attend City -provided training. An additional stipend of $25 will be paid to each Inspector who picks up their supplies from City Hall rather than have them delivered. SECTION 6. That in all particulars not recited in this resolution, the election shall be held and conducted as provided by law for holding municipal elections. SECTION 7. That notice of the time and place of holding the election is given and the City Clerk is authorized, instructed and directed to give further or additional notice of the election, in time, form and manner as required by law. SECTION 8. That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the -book of original Resolutions. PASSED, APPROVED AND ADOPTED this 13th day of November, 2007. 13 :"0111 ATTEST: CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Sharon L. Dawson, CMC, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 13th day of November, 2007, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: None 1 ABSENT: COUNCILMEMBERS: None 2 CITY CLERK STATE OF CALIFORNIA - ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) CERTIFICATION OF CITY COUNCIL RESOLUTION I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that this is a true . and correct copy of the original Resolution No. , adopted by the City Council of the City of Santa Clarita, California on November 13, 2007, which is now on file in my office. Witness my 'hand and seal of the City of Santa Clarita, California, this day of 20_. Sharon L. Dawson, CMC City Clerk By Susan Caputo Deputy City Clerk 3 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF LOS ANGELES TO RENDER SPECIFIED SERVICES TO THE CITY RELATING TO THE CONDUCT OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, APRIL 1, 2008 WHEREAS, a General Municipal Election is to be held in the , City of Santa Clarita, California, on April 8', 2008; and WHEREAS, in the course of conduct of the election it is necessary for the City to request services of the County of Los Angeles; and WHEREAS, all necessary expenses in performing these services shall be paid by the City of Santa Clarita. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. That pursuant to the provisions of Section 10002 of.the Elections Code of the State of California,'this City Council requests the Board of Supervisors of the County of Los Angeles to permit the County Election Department to prepare and, furnish to the City for use in conducting the election the computer names and addresses of all eligible registered voters in the City in order that the City may print labels to be attached to self -mailer sample ballot pamphlets; and will also furnish to the City, printed indices of the voters to be used by the precinct board at the polling place; and will make available to the City additional election equipment and assistance according to State law. SECTION 2. That the City shall reimburse the County of Los Angeles for services performed when the work is completed and upon presentation to the City of a properly approved bill. SECTION 3. That the City Clerk is directed to forward without delay to the Board of Supervisors and to the County Election Department, each a certified copy of this resolution. SECTION 4. That the City Clerk shall certify to the passage and adoption of this resolution. PASSED, APPROVED AND ADOPTED this 13th day of November, 2007. MAYOR ATTEST: CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Sharon L. Dawson, CMC, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 13th day of November, 2007, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None 2 CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) CERTIFICATION OF CITY COUNCIL RESOLUTION I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that this is a true and correct copy of the original Resolution No. , adopted by the City Council of the City of Santa Clarita, California on November 13, 2007, which is now on file in my office. Witness my hand and seal of the City of Santa Clarita, California, this day of , 20_. Sharon L. Dawson, CMC City Clerk By Susan Caputo Deputy City Clerk 3 RESOLUTION NO. 07- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, ADOPTING REGULATIONS FOR CANDIDATES FOR ELECTIVE OFFICE PERTAINING TO CANDIDATE STATEMENTS SUBMITTED TO THE VOTERS AT AN ELECTION TO BE HELD ON TUESDAY, APRIL 8, 2008 WHEREAS, Section 13307 of the Elections Code of the State of California provides that the governing body of any local agency adopt regulations pertaining to materials prepared by any candidate for a municipal election, including costs of the candidate's statement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. GENERAL PROVISIONS. That pursuant to Section 13307 of the Elections Code of the State of California, each candidate for elective office to be voted for at an Election to be held in the City of Santa Clarita on April 8, 2008, may prepare a candidate's statement on an appropriate form provided by the City Clerk. The statement may include the name, age and occupation of the candidate and a brief description of no more than 200 words of the candidate's education and qualifications expressed by the candidate himself or herself. The statement shall not include party affiliation of the candidate, nor membership or activity in partisan political organizations. The statement shall be filed, in typewritten form, in the office of the City Clerk at the time. the candidate's nomination paper is filed. The statement may be withdrawn, but not changed, during the period for filing nomination papers and until 5:00 P.M. of the next working day after the close of the nomination period. The statement of each candidate shall be printed in type of uniform size and darkness, and with uniform spacing. Paragraphs will be printed in block style and may include bullet points. No underlining and no bold lettering will be permitted. Limited use of all capital letters may be considered. SECTION 2. FOREIGN LANGUAGE POLICY. A. Pursuant to the Federal Voting Rights Act, the City is required ,to translate candidates' statements into the following languages: Spanish. B. Pursuant to State law, the candidate's statement must be translated and printed in the voter's pamphlet in any language at the candidate's request. C. All translations shall be provided by Court -certified translators provided by the City's election supplier, Martin & Chapman. D. The City Clerk shall: 1. Translations: (a) have all candidates' statements translated into the languages specified in (A) above. (b) have translated those statements into the languages as requested by the candidate in (B) above. 2. Printing: (a) print any translations of candidates who so request printing in the main voter pamphlet. The main voter pamphlet will be an English pamphlet, also containing candidate statement translations if requested by the candidate. (b) print all translations of all candidates' statements pursuant to (A) above, in facsimile voter pamphlets. Facsimile voter pamphlets will be in Spanish. SECTION 3. PAYMENT. A. Translations: 1. The candidate shall be required to pay for the cost of translating the candidate's statement into any required foreign language as specified in (A) and/or (B) above pursuant to Federal and /or State Law. 2. The candidate shall be required to pay for the cost of translating the candidate's statement into any foreign language that is not required as specified in (A) and/or (B) of Section 2 above, pursuant to Federal and/or State law, but is requested as an option by the candidate. B. Printing: 1. The candidate shall be required to pay for the cost of printing the candidate's statement in English in the main voter pamphlet. 2. The candidate shall be required to pay for the cost of printing the candidate's statement in a foreign language required in (A) of Section 2 above, in the main voter pamphlet. 3. The candidate shall be required to pay for the cost of printing the candidate's statement in a foreign language requested by the candidate. per (B) of Section 2 above, in the main voter pamphlet. 4. The candidate shall not be required to pay for the cost of printing the candidate's statement in a foreign language required by (A) of Section 2 above, in the facsimile voter pamphlet. 2 The City Clerk shall estimate the total cost of printing, handling, translating, and mailing the candidates' statements filed pursuant to this section, including costs incurred as a result of complying with the Voting Rights Act of 1965 (as amended), and require each candidate filing a statement to pay in advance to the local agency his or her estimated pro rata share as a condition of having his or her statement included in the voter's pamphlet. In the event the estimated payment is required, the estimate is just an approximation of the actual cost that varies from one election to another election and may be significantly more or less than the estimate, depending on the actual number of candidates filing statements. Accordingly, the Clerk is not bound by the estimate and may, on a pro rata basis, bill the candidate for additional actual expense or refund any excess paid depending on the final actual cost. In the event of overpayment, the Clerk shall prorate the excess amount among the candidates and refund the excess amount paid within 30 days of the election. SECTION 4. ADDITIONAL MATERIALS. No candidate will be permitted to include additional materials in the sample ballot package (voter's pamphlet). SECTION 5. That the City Clerk shall provide each candidate or the candidate's representative a copy of this Resolution at the time nominating petitions are issued. SECTION. 6. That all previous resolutions establishing Council policy on payment for candidate statements are repealed. SECTION 7. That this Resolution shall apply only to the election to be held on April 8, 2008, and shall then be repealed. SECTION 8. That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions. PASSED, APPROVED AND ADOPTED this 13th day of November, 2007. ATTEST: CITY CLERK 9 MAYOR STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Sharon L. Dawson, CMC, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 13th day of November, 2007, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None rd CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) CERTIFICATION OF CITY COUNCIL RESOLUTION I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that this is a true and correct copy of the original Resolution No. , adopted by the City Council of the City of Santa Clarita, California on November 13, 2007, which is now on file in my office. Witness my hand and seal of the City of Santa= Clarita, California, this day of 20 Sharon L. Dawson, CMC City Clerk By Susan Caputo Deputy City Clerk 5 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND MARTIN & CHAPMAN CO. Contract # This AGREEMENT is entered into this day of , 2007, by and between the CITY OF SANTA CLARITA, a municipal corporation and general law city ("CITY") and MARTIN & CHAPMAN CO., ("CONSULTANT"). 1. CONSIDERATION A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed One Hundred Twenty Five Thousand dollars ($125,000.00) for CONSULTANT'S services. CITY may modify this amount as set forth below. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. A. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the CITY with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. 7. FAMILIARITY WITH WORK. A. By.executing this Agreement, CONSULTANT agrees that it has: i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from November 1, 2007, to June 30, 2008. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 15. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: -2- i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease -3- performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination- occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18. INDEMNIFICATION. CONSULTANT agrees to indemnify and hold CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the performance of this agreement by CONSULTANT. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, arising out of .performance by CONSULTANT of services rendered pursuant to this Agreement, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or costs incurred in defense otherwise. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to 0 be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance . Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover -5- CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. . D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 15. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: If to CITY: Scott Martin, President City of Santa Clarita Martin & Chapman Co. 23920 Valencia Blvd. 1951 Wright Circle Santa Clarita, CA 91355 Anaheim, CA 92806-6028 Attn: City Clerk Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, withoui limitation, CITY'S Conflict of Interest Code (on file in the City Clerk's Office). It is incumbent upon the CONSULTANT or CONSULTING FIRM to rel notify the CITY pursuant to section 25. NOTICES of any staff changes relating to this Agreement. A. In accomplishing the scope of services of this Agreement, all officers, employees and/or agents of CONSULTANT(S), unless as indicated in Subsection B., will be performing a very limited and closely supervised function, and, therefore, unlikely to have a conflict of interest arise. No disclosures are required for any officers, employees, and/or agents of CONSULTANT, except as indicated in Subsection B. Initials of Consultant B.. In accomplishing the scope of services of this Agreement, CONSULTANT(S) will be performing a specialized or general service for the CITY, and there is substantial likelihood that the CONSULTANT'S work product will be presented, either written or orally, for the purpose ofinfluencing a governmental decision. As a result, the following CONSULTANT(S) shall be subject to the Disclosure Category"1" of the CITY'S Conflict of Interest Code: 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is one (1) Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. -7- 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] am IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. FOR CONSULTANT: By: Print Name & Title Date: FOR CITY OF SANTA CLARITA: KENNETH R. PULSKAMP, CITY MANAGER By: City Manager Date: ATTEST: By: City Clerk Date: APPROVED AS TO FORM: CARL K. NEWTON, CITY ATTORNEY LOW City Attorney Date: m